Running on Sunshine

by Ekhidna

Rating: mature
Tags: Caramel, Sex, Anthro, Coco Pommel, Slice of Life, My Little Pony: Friendship is Magic, Nurse Redheart, Other, Romance
Length: 29021

Caramel gets dragged into spending some time off with three mares in a private resort. Sexy times ensue.

Caramel was betrayed and his heart had been broken by a mare he thought loved him back and he was destroyed. But thanks to his friends and loved ones he was able to get over it, but not completely. So now Caramel gets dragged into spending some time off with three mares in a private resort hellbent on taking him out of his depression once and for all.

*If you are feeling generous you can buy me a Ko-Fi!! or leave something on my tip Tip Jar!

*Special request Fic for Ebony Stallion*

*Cover art by Shunketsunoponi*
**Removed due to be considered in violation of the NSFW cover image rule, still check his gallery**

Published 2015-04-26 06:40:02 UTC
Last updated 2015-04-26 06:40:02 UTC

Running on Sunshine

Running on Sunshine

“I’m still not sure about this ladies. I really don’t want to be burden or anything,” Caramel said in a sad tone while Milano Mash and Redheart walked at his sides flanking him. Each of them grabbing him by one arm while pulling a medium sized suitcase behind them with the other.

“And we’ve told you it’s fine Caramel! Coco said we could invite somepony if we wanted too. You’ve been working too hard lately, I think you deserve a little time-off,” Milano said ending with a warm, motherly smile.

“But-”

“No buts mister!” Redheart said yanking his arm slightly. “You are coming with us and that’s final!”

Caramel sighed in defeat but smiled internally at the generosity of two of his friends were showing him. He closed his eyes letting the two gorgeous mares guide him towards their destination; his mind travelling back to just a few minutes prior.

Caramel sat on a bench in the middle of Ponyville’s center. He watched the ponies walking by, some of them alone, others in groups and quite a few couples every now and then. He sighed, his heart aching and hurting every time he saw a couple kiss or walk by hand in hand.

“Sunny Drops.”

He whispered the name painfully, closing his eyes mainly to prevent the escape of any rebel tears. The golden coat pegasus had been his marefriend for over a year and he felt that everything between them was perfect. He wasn’t a rich or even a moderately wealthy stallion, so he had worked his flank off around town each day just to invite her out on a date or buy her a gift. Her smile was always so sincere, so beautiful and so grateful of what little he could do for her, her kisses and touches a gift from Celestia herself to him. Her voice soft and a bit nasal but charming, each time she said to him ‘I love you’ felt like bliss to him. He could remember her smell, like sweet lemons and the softness of her coat, mane and tail. The sex was always so fulfilling and mesmerizing, it made him feel truly complete.

A tear managed to escape, also remembering her betrayal. He had caught her dead on the act with another stallion and instead of denying it, Sunny had simply stated he wasn’t enough stallion for her. That she had enjoyed her time with him but that he was nothing more than a temporary plaything. She broke up with him that instant before the other stallion, a white coated and muscular pegasus with blue mane, tossed him out of her house through a nearby window.

The event had destroyed Caramel’s heart but thanks to Milano, Redheart and few other of his friends he was able to pull through, preventing him from doing anything rash or stupid and come to cope with it. Still, he missed Sunny Drops and had a hard time sleeping most nights, even though he had increased his workload just to not think about her as much. It worked, but still just remembering her brought pain to his heart, even if that had past almost eight months ago.

He whipped away the rebellious tear before opening them. He saw two figures standing in front of him. “Redheart, Milano?” he said with a bit of confusion while he stood up to properly greet two of his closest friends, both of them wearing casual clothes.

Redheart was the head nurse in Ponyville’s central hospital and a very busy and beautiful mare. She was dedicated to her work and was so good at it that she had been offered a transfer to Canterlot a few months ago, but she declined stating Ponyville needed her more. It was odd to see her without her nurse dress and hat but he had to admit, she looked positively gorgeous. Her hooves were naked but she was wearing a long, blue summer skirt and a pink sleeveless shirt that made her ample breasts stand out, she was a EE if he guessed correctly.

Milano, on the other hand, shared a similar yet more hurtful story than his. Her husband had cheated on her a year and a half prior to him meeting Sunny Drops. Their divorce had been swift yet brutal, her cowardly ex-husband disappeared as soon as the papers were signed never to be seen or heard from again leaving the poor mare with two sons. Thankfully bits weren’t an issue since her oldest son, Gibson Mash, at his young sixteen years had become a famous rockstar, his work providing all the bits her mother and little brother could need.

Still, Milano had found herself a job as an auxiliary nurse thanks to Redheart and was pretty good at it, her motherly expertise proving to be useful. He was also eternally grateful to her, she had been the main reason he had managed to hold on. All her tips and talks about how to deal with the loss and pain probably saved his life. He had been deeply in love with Sunny Drops but his relationship lasted for little over a year while Milano’s lasted for almost sixteen years; he now understood the pain she had went through, but he was sure hers was even greater than his.

Milano was wearing a pair of white jeans that hugged her thighs and firm buttocks gently, just enough to show her feminine attributes. Speaking of them, her breasts, an impressive F sized pair of heavenly marshmallows, were concealed by an orange and green blouse that showed just a bit of her cleavage and her long, dark khaki colored mane giving an air of appeal that made him wonder why her husband had even dreamed of cheating on her in the first place.

He shook his head a bit finding himself staring at two of his best friends, they had known each other since he was just fifteen years old and now he was twenty five, nine years younger than the two mares in front of him right now. He saw them smile and then share a quick glance between themselves, grabbed one of his arms and drag him against his initial protests and questions.

“Hey, Coco!” Caramel opened his eyes after hearing the voice of Milano to find himself near the train station. “We’re here. Sorry for being a little late.”

Caramel was finally freed from the grip of the two mares, both of them hugging their friend. While they were dragging him along with them they explained, more or less, where they were taking him. Apparently Coco Pommel, more of an acquaintance rather than a friend to Caramel, a now very famous fashionista and pseudo apprentice of Rarity had invited them for some sort of trip or vacation, to where? He wasn’t sure. But according to Milano and Redheart bringing him along with them would be no problem, to which he highly doubted.

He smiled, now realizing his friends were trying to help him cheer up and relax, preferably somewhere away from Ponyville. Just another reason to feel even more like an inconvenient weigh on them.

“Oh! Not to worry about Milano, you’re a bit early in fact,” Coco replied ending their short three-way hug. “Umm, hello Caramel,” she said sheepishly and with a small blush that made her look absolutely adorable.

Caramel smiled awkwardly scratching the back of his head, fighting the inner urge to simply go and hug the mare. She was that adorable. “Umm, hello to you too, miss Coco,” he said a bit sadly. Innerly he kicked himself for that, he hated showing weakness like that but he couldn’t help it most of the time. His eyes travelled up and down the gray-amberish coated mare, she was wearing her usual white blouse with purple ends, her thigh long purple skirt and cream colored shoes. Her two blue light shades mane adorned with her trademark flower mane-clip; in a way it reminded him of Redheart and her perpetual mane bun, a shame in his regard since her shade of pink and tail suggested she would look nice if undone. What stood out the most though was the size of her chest, an E if he guessed correctly but the blouse made her look smaller in comparison.

Dammit Caramel, stop focusing so much on their breasts. They’re your friends for Luna’s sake! He shouted to himself mentally.

“Just Coco is fine,” she said with a small smile. “Are you coming with us?” she asked pointing to herself.

“W-well Milano and Redheart brought me, they were, ehem, quite insisting that I should ‘tag along’ as they put it,” Coco giggled covering her mouth. “But I can leave if you wish. I wouldn’t want to get in the way of your trip?”

“Oh, that won’t be a problem, and it wasn’t my idea in the first place,” at that revelation the three of them stared at Coco with mild confusion. “It was the idea of miss Rarity but ahmmm, she….,” Coco blushed intensely. “She couldn’t come in the end….and gave me permission to invite three friends but….s-since Milano and Redheart were the only who could come....I…..”

“She extended an invitation for us to use,” Redheart finished for the flushed mare. “Our adorable little friend here told us about it just last night, we didn’t have time to invite anypony.”

“Then why m-”

“Because you need a little vacation, Caramel, don’t worry though we already talked with your boss about it this morning,” Milano said passing an arm over his shoulders. “Besides, we need a strong, handsome stallion to take care of us and make sure nothing bad happens to us, right?” Caramel’s face lit up, red like a tomato. “Or are you saying you would leave three weak and powerless mares to their fate?” Milano said pouting a little.

Caramel flushed even harder, he even had forgotten about his job, well, jobs, around town thanks to his abrupt ponynapping. He barely mumbled out a “No.”

“See? Caramel is a true gentlecolt,” Milano finished kissing Caramel on the cheek making him look at the ground, embarrassed out of his mind while she only smiled and Redheart smirked. Coco was giggling a little at his reaction.

Just then an earth pony stallion clad in a blue uniform climbed up a small wood box. “All aboard!” the pony shouted making all the passengers begin to board the train, the small group included.

Wordlessly, Redheart signaled her three friends to move. A few minutes later they were sitting on their cabin waiting only for the train to depart. The train chimed and soon the engines roared, tugging the train forward for a second before it began to advance.

“Coco dear,” Redheart called earning the attention of said mare, whom was sitting beside Caramel. “Why did Rarity let you use that private resort? It must have costed a fortune!”

“Not at all,” Coco said with a smile. “She owns it. Princess Celestia gave it to her as, uhhmm, how did she called it? Ah yes, for services to the crown and the kingdom. I’ve been there before, it’s not that big but it is amazing and the view is so beautiful,” Coco said closing her eyes remembering her previous times in there. “She gave me the keys and everything else we would need.”

“Then why couldn’t she come?” Milano asked making Coco meep and blush once again.

“Errr, ummmm, w-well, you see….she….she had some very important…..ummmm, business to attend to…..so…..ummmm,” Coco rubbed her left upper arm with her right arm, clearly a bit uncomfortable with the subject.

Milano and Redheart shared a glance and then smiled in an almost evil manner. “Yeeeess?” both of them cooed. Coco’s blushed intensified.

“.........I…..I walked into her….while….doing…...you know…...with her coltfriend,” Coco whispered out.

“Her coltfriend?” Milano and Redheart asked dumfounded, they were good friends with Rarity and they never knew she had a boyfriend. A sudden violent cough made them look at the stallion in the room.

Caramel coughed a few more times before he calmed himself down enough to speak again. “H-he actually did it!?” Caramel said making the cabin go silent for a few seconds. Then he saw Milano and Redheart narrow their eyes and smile hungrily.

“He?” Milano asked first.

“He who?” Redheart followed up.

Caramel swallowed, suddenly feeling nervous. “Uhm….,” he glanced at Coco, she offering nothing beside a fierce blush of her own. “....S…..Spike,” he saw the two mares glance at Coco, the poor mare didn’t move or said anything except fidget on her seat, almost instantly the two older mares in front of him returned to normal.

“I knew those two would eventually end up together,” Redheart said with an approving smile.

“How cute! A little childish crush that blossoms into love, how romantic!” Milano squee-ed clapping her hands together. “Don’t worry you two, this will be our little secret,” Milano said making Caramel and Coco relax.

Caramel looked outside the window and saw they were already far away from Ponyville, he leaned back into his seat and relax. Who knows, maybe I really need this little time-off. Put my mind at ease and all that.

The caramel coated stallion thought before he realized something.

“Excuse me, miss Coco?”

Coco turned to see him with a small giggle. “Just Coco is fine, Caramel.”

“R-right,” Caramel blushed a little. She is too cute for her own good. “Coco, if you don’t mind me asking. Where are we going exactly? Milano and Redheart didn’t told me.”

“We’re going to Miss Rarity’s private beach house,” Coco said gleefully.

“And for an entire week!” Milano said hugging Redheart.

“Oh….I see…..,” he said with a hint of sadness. “Thank you,” he said offering a coy smile.

The two older mares returned the smile knowing what he meant by that while Coco smiled and blushed a little in embarrassment.

He closed his eyes and decided to sleep to kill some time until their arrival. He was just getting comfortable when his eyes snapped open in sudden realization. He glanced at the window, his reflection weak but enough to let him see his mustard colored t-shirt and brown pants.

He was the only one without baggage and thus, without any change of clothes, shorts, underwear, toothbrush, deodorant or swimsuit.

---------------------------------------------------**************************************************

*Four hours later- Unknown location-*

The group of four stood in front of a small but luxurious looking house. It was almost completely white except for the dark purple borders, creating a beautiful contrast. They had arrived no less than half an hour ago to a small town nearby and then taken a taxi to get to their final destination. Coco had told them that when she’d said private house beach she meant it was secluded, almost a secret. The only indication that it existed being the red mailbox outside a stone path heading to some sort of cavern or passage.

Coco had explained them that, in order to enter, they needed the keys Rarity had given her. A collection of five keys of different colors, each for their own purpose. They could smell and hear the ocean in the distance but most of it was inaccessible thanks to sharp risks. In fact, the only place they had seen an actual beach was back on the village, (and much to Caramel’s dismay the did not sold any kind of clothing except for fishing) but even though it was quite beautiful it was far too small to be really productive. Another reason Rarity had chosen this place of all places, this was her secret paradise.

Coco pulled out a golden key, showed it to the opening of the cave, there was a shimmering white glow and then Coco told them to follow her. They did so for about a minute, a momentary flash of light blinded them and then they saw it.

A small secluded beach, probably two hundred meters from side to side, flanked by pointy risks but nothing more. The sand was white and the waves of the ocean caressed the shore with such calm that nothing but small waves could rise, the risks at the sides providing a natural defense for it and also forming a ‘U’ shape on the beach, secluding it even further. The water was sparkling and so pure they could even see through it despite the distance. All in all, it was a breathtaking scene, a true piece of heaven.

Coco called them and hesitantly followed her to the nearby house constructed over the only zone with grass in it. The place they were now.

“Just a moment,” Coco said searching in her purse for another key, all of them shaped like a sun. “Here it is!” she exclaimed, pulling a purple one and using it to open the door. The rest of the party entered the house, instantly noticing it was a bit dusty thanks to the light of the sun. Everything was sparkling and it seemed to be made of some sort of crystalline material. “Oh, I almost forgot,” Coco said pulling out a blue key before jamming it into a keyhole standing next to the door. The house shimmered for a second and the next one, it was all sparkly clean. “Done.”

“I have to admit it, Rarity really has a good taste, well, she is one of the best fashionistas in Equestria for some reason, but this? This is incredible,” Redheart said crossing her arms, a smile forming on her lips.

“The last time I went to a beach was before Button was born, and even then it can’t compare to this magnificence. Thanks for inviting us,” Milano said while watching Coco pull out of her purse two more keys. “What are those for Coco?”

“Uhm? Ah, the keys! Well, the yellow one is for passing through the barrier, the purple one to open the house and the blue one to clean it. The orange one is to open the basement, there we will find chairs, resters, beach towels, umbrellas and everything we might need for our stay; except food and personal belongings. Finally, the white one is for the spa room at the end of the hallway,” Coco said pointing down the main hallway as she laid the leys on small crystal pedestals.

“That’s amazing,” Milano admitted. “But how about food? You said that was also taken care of, Coco.”

“Yes, the mailbox outside is to order food,” Coco said with a smile while Caramel stood by holding all the baggages. “Every day, as long as we are using the house that is, a royal messenger will come in the morning and check the mailbox. If we need anything we just need to write it down and put it inside. A few hours later our food will arrive, although we still need to cook it ourselves,” Coco said before looking at Caramel. “I’m so sorry, Caramel!” she then rushed to help him put down their luggage but he merely chuckled.

“It’s okay mi---Coco, they don’t weigh that much,” he said but still Coco helped him with hers. Once he was free Milano hugged him from behind, her generous bosom pressing against his back, she leaned a little to the side and kissed his cheek making him blush.

“It’s so good to have such a reliable stallion close by, thanks Caramel,” she said before nuzzling his kissed cheek a few times.

“Y--you’re welcome, Milano, heh.”

“Stop teasing him, Milano. You’re going to embarrass him!” Redheart protested by yanking Caramel away from Milano only to hug him herself, her ample bust pressing against his left side arm while she held said arm tightly. “Caramel offered to carry our bags because he is very helpful and attentive,” Redheart leaned in and kissed his left cheek soundly. “Thank you, Caramel.”

Caramel blush intensified but also a smile appeared. Before meeting Sunny Drops most of his mare friends teased him regularly, the excuse was that he was so shy it was fun to do so. He was shy, that much was true, not Fluttershy shy level but still shier than the average stallion. He didn’t mind though, especially since after his rupture only Redheart, Milano and Mrs. Cake were the only ones daring enough to tease him a little; it made him feel better and normal for once and he was thankful for their help.

“Uhmm, y-you’re welcome,” he said nervously, his voice cracking slightly.

“Well, I don’t you about you girls but it’s only around two in the afternoon and the day has yet to end. Coco, could you be a dear and guide me to my room? I want to start relaxing as soon as possible,” Redheart said breaking apart from Caramel and picking up her luggage. Milano seemed to have the same idea since she did the same.

“Of course, follow me, please,” Coco said before turning to Caramel. “Your room is this way too, Caramel.”

Caramel glanced at the door and then to the keys. “Want to go on ahead while I pull out some beach chairs, umbrellas and set up a nice place in the beach, girls?”

Coco smiled. “How thoughtful of you Caramel, thank you.”

“No need to thank me, Coco. It’s the least I can do to repay your kindness,” Caramel said returning her smile. “Just tell me where is the basement, if you will, please.”

“Of course, the door is next to the spa room down the hallway,” she said pointing again to the main hallway.

“Thanks.”

With that he picked the orange key, excused himself and went on to perform his self imposed duty. The three mares stared at him as he left and Milano sighed heavily. Without saying anything Coco guided them upstairs to their respective rooms.

-------------------------------------------------------************************************************

*Half an hour later*

Caramel relaxed on his beach chair silently watching the ocean, enjoying the salty wind of the sea wash over his face. It only taken him around twenty minutes to pull out four beach chairs, three small tables, a whole stack of towels, some large beach towels and four large blue umbrellas. All of it perfectly arranged in line to face the sea a good fifteen or so meters away from the water; it wasn’t what a five star hotel would be like but it was enjoyable and peaceful and that’s all that mattered. He had also taken the liberty to fill up a medium sized cooler with ice and some refreshments from the large fridge; apparently it had been stocked recently, maybe by royal guards or something? Coco did say Celestia had given Rarity this place after all.

Pushing that thought out of his mind he focused on the ocean again before inhaling deeply.

“Milano, what in the world are you wearing!?”

“Oh...oh….oh my.”

Caramel got up from his chair after hearing the voice of Redheart from inside the house, her voice sounding embarrassed and outraged at the same time. It was quickly followed by a softer, barely audible gasp of surprise belonging to Coco.

“I don’t see what the problem is, yours isn’t all that better, Redheart.”

He heard Milano protest back. Now curious at what they were talking about he began to approach to the house, but stopped just a couple of steps after he began when he saw a figure coming out the door frame. He felt his face lit up like the sun when it came into full view as everything else around him seemed to move in slow motion.

Caramel was able to know it was Redheart simply because they were the only ones in that house. It actually surprised him that information didn’t melt away the moment he saw her.

Her white, pearly coat shimmered against the rays of the sun, no doubt thanks to some kind of protective oil she must’ve used. Her mane was undone, free from her usual bun revealing a long carpet of silky pink that ran down up to her mid-back; the wind certainly helping out to make her look mysterious. Her thighs weren’t ample or big, but they were neither skinny. They were a tad more than slender, promising to be soft and welcoming but also strong if needed. Her hips ample and desirable showcasing the cutie marks below proudly, and her stomach marked by a little bit of muscle, proudly showing her arduous work as a nurse to everypony lucky enough to see her.

But what really took him by complete surprise, nearly leaving him stupefied, were three major factors. The first, she was wearing a bikini, a String Bikini if he remembered correctly. It was dark purple and hugged nicely and maybe a tiny bit tightly around her waist. And the upper half, where the other two major factors resided, made him stare dumbly. Her two large breasts waggled as she walked, both of them hugged nicely by her bikini top, but what they actually concealed was almost nothing. If the slightly pointy mounds in the center of each of the two pieces of fabric was any indication, then her triangle top was barely covering her past her areolas.

But they did another wonderful, borderline sinful job. The borders of the triangle top pressed against her fur, making her breasts clamp a little with each other; creating a nice cleavage view and a slight effect of bounciness for Caramel to admire, and admire he did. He knew Redheart had big breasts, hay, there were only a handful of mares bigger than C-cups back in Ponyville and he had the joy to call most of them his friends.

A simple fact came crashing down to him as he stared at Redheart turn around, her hands pressing against her waist and also giving him a nice view or her marshmallowy soft and firm buttocks, her bikini bottom threatening to suck between her cheeks. He had never, ever, not even once or by accident seen Redheart or Milano or Coco or any other mare for that matter (aside from Sunny Drops) without a shirt or something covering them. And he certainly never seen a mare wearing a bikini before in person, his only knowledge coming from magazines and tales from his friends. He was also ashamed to admit it but if there was something he would’ve changed during his relationship with Sunny Drops, that would be her breast size, she being only a decent B sized. He enjoyed the sight of big breasts and one of his secret dreams was to basically smother his face against a pair of large, soft, silky balloons.

Why little Caramel hadn’t come out of his hiding spot yet was anypony’s guess. He heard Redheart say something before she turned again and crossed her arms below her breasts, slightly pushing them up making them waggle a bit more, much to Caramel’s silent joy. She moved out of the way to let another figure approach the doorway. He had to do a double take when he saw the next mare coming out of the house. It took him a full five seconds to recognize her.

It was Milano Mash, mother of two, walking out wearing a type of bikini he had only seen once in a magazine. A Sling Bikini. For anypony seeing that kind of bikini for the first time it would be something of a joke. Unlike a more traditional bikini the one Milano was wearing consisted of just one unique piece of fabric that formed a ‘V’ shaped string more than anything. Her bikini was green, with the lycra covering her breasts and sex being striped with dark and light green. Or at least that would be the case if not for the fact that the bikini looked two sizes too little for Milano.

He could see the strings over her shoulders pressing against her fur a bit tightly. He noticed her fur was also shimmering just like Redheart’s did but that was far and beyond what he was focused on. Her breasts, probably the biggest in Ponyville, strained against the oppressing strings of the bikini, while the rhombus shaped pieces of cloth covering her breasts did an awful job concerning modesty. They were pressing so hard against her that he could easily notice her nipples below the fabric, while the outer borders of her areolas slipped out of the pathetically tiny pieces of fabric. He saw her walk making her breasts jiggling and wiggling at her pace. He tried to look away but found himself unable to, it was almost hypnotic the way her two F sized boobs bounced.

He looked down seeing her slender stomach and wide hips giving her an alluring feminine appeal, her thighs were surprisingly similar to Redheart’s but maybe just a bit more wide; her long slender legs surely powerful. He focused momentarily on the third piece of lycra that covered her sex, or should he say barely covered her sex. Not to mention it pressed tightly against her, so much that he could actually see her camel toe. She suddenly spun giving him a quick view of her round behind and back, barely covered at all by her bikini, as the bottom half was hidden between her supple butt cheeks, and her hair free in all its glory. He had to admit it, for a mare that had given birth to two foals and being thirty four years old she was in top shape; like a goddess out of a fairy tale or some ancient legend.

Seriously, what the buck was her ex-husband thinking!?

Caramel thought while his eyes were glued to Milano and Redheart, both of them now discussing something. He couldn’t make it out, mainly because he couldn’t hear anything besides his pounding heart and rapid breathing.

They suddenly stopped when a third figure coming out of the house. This time he went agape and his brain short circuited when he saw the gray-amberish coat colored mare.

Coco Pommel, a mare he could hardly account as friend, walked out wearing a type of bikini he had never seen before. It was built like a traditional two part bikini but the design was quite unique; her bikini top, instead of using string to pass over her shoulder to hold the top, it passed around her neck creating some sort of collar. But it has held in place by a small golden ring pressed against her collarbone, just a few inches above her cleavage. And speaking of which that was another great difference; instead of covering the center of her rather large breasts, the pale pink colored bikini adorned with white star flowers covered more of the exterior sides, leaving a clear and breathtaking view of her generous cleavage yet still hiding her areolas and nipples from view. It in itself was held at the bottom by some sort of purple bead, barely visible under her heaving E-cup breasts, maybe it was a clip or just an adornment? It didn’t really mattered to him though.

Her breasts were pressed against her, while not as tightly as Redheart her bikini top made her breasts bounce a little in a harmonious way when she walked. Caramel’s eyes traveled down to her flat, slender, lean, graceful stomach and slim, lissome waist. His eyes travelled a bit more finding her hips, both sides holding her bikini bottom string lines adorned with a ribbon; the thinness of them making him guess if it was a thong she was wearing. He couldn’t see very well thanks to the white shorts she was wearing over them, even though the zipper was down, offering nothing except a glimpse of her bikini bottom (which was definitely a thong, as he quickly glanced at it thanks to her slow, almost criminally smooth pace), they wouldn’t fall, covering half of her cutie marks. But it did wonders for her figure, even more so thanks to her long, slender and perfectly shaped legs; it actually increased how hot she looked, it made her look mysterious, desirable, sexy even.

Caramel was lost inside his own little fantasy world (which consisted of him admiring and worshipping them for all eternity), so lost in fact that he didn’t notice them approach him until they were right in front of him. He heard one of them speak but he didn’t understand what, quickly he shook his head ending his trance.

“H-huh?” he said still not completely aware of his surroundings.

Milano giggled. “I’m glad to see you’re enjoying the view, Caramel,” she said with an almost suggestive smile.

“W-what?” he asked confused. The trio of mares giggled before Redheart cleared her throat and pointed to his crotch. Looking down he saw a very, very noticeable bulge in his pants. It took him a moment to realize that the bulge was his hard, painfully throbbing phallus. “Oh my Celestia! I’m so, so, so, SO, sorry!” Caramel quickly apologized as he turned around, his hands covering the bulge and his face redder than the coat of Big Macintosh. “I-I I d-d-d..didn’t mean to! I just---” Caramel shut up, his embarrassment making him wish to curl up and die in a damp, solitary cave; he couldn’t even talk anymore.

“Awwww, don’t say that, Caramel,” Redheart said coming next to him but the stallion evaded her gaze, practically drowning in shame. “Coco did say we were coming to a beach, remember? It’s also normal for a healthy stallion to be….aroused by attractive mares. It’s only natural, dear.”

Caramel looked at her. “B-but...y-y-you’re my friends…I shouldn’t t-think about you t-that way and….and….Gosh, I feel so dirty right now!” he felt another presence walk up to his other side, he glance to find Milano staring at him sweetly.

“And it’s precisely because we are friends that we feel comfortable to dress like this with you here. We know you could never take advantage of any of us in any way, Caramel. You think that if we didn’t trust you one hundred percent we would’ve invited you to come along?” she kissed his cheek softly. “You’re the nicest stallion we know, Caramel. Believe me when I say it’s ok, we’re not mad.”

“Y-you mean it?” Caramel asked dropping his posture slightly. “What about you, m-miss Coco?” he glanced back at Coco, whom was blushing a little. She walked up to him, pressed her arms against his left shoulder to lift her herself a little since the stallion was slightly bigger than her and her friends. She leaned in and gave him a quick kiss in his cheek.

“I-it’s fine,” she said in a soft tone. “I-I’m flattered, actually. I know I’m not exactly much to look at,” she said with a pang of hurt and sadness.

“Don’t say that!” Caramel shouted turning around to face Coco completely, his face forming a scowl. “You are a very pretty mare, Coco! Anypony that can’t see that is blind! All of you are beautiful and amazing mares!” he said full of confidence.

A few seconds of silence followed before Coco blushed almost as intensely as him, her eyes glistening with a hint of happiness. Caramel felt a hand land at each of his shoulders.

“How sweet of you to say that, Caramel,” Redheart said at his left. “I’ve always loved your sincerity,” she ended with a short giggle making Caramel return to his previous anxious state.

“And you say I tease him too much,” Milano huffed at his right. “But thank you, dear, we really mean what we said,” Caramel looked at her before she let go of him and began to run towards the shore. Her large breasts bouncing up and down in an hypnotic jiggling. “Come on! Let’s start enjoying our vacation already!” she shouted back before turning completely to give a nice view of her back, cutie marks and, much to Caramel’s mixed joy, her practically exposed ass.

“Jeez that mare can act like a teenager filly again sometimes,” Redheart sighed. “But she could’ve brought a less…..exposing bikini,” she said as Coco and Caramel watched Milano, who already began playing around in the water.

Like yours is any better, Caramel thought as he glanced at her white marshmallows from the corner of his eyes, noting how strained her small bikini top was. Soon he closed his eyes and shook his head slightly. They’re putting their trust in you, Caramel. Is it worth losing their friendship just because you can’t keep your eyes away from them and their big…soft…desirable...squeezable…perfect…mostly exposed…wiggling and bouncing and …...and…….Dammit brain, stop it! Caramel thought angrily catching himself staring again while drooling a little, and he could’ve sworn he had heard a dark and evil ‘No’ in the background of his mind.

“A-are you coming, Caramel?” Coco asked a few hoofsteps ahead of him.

Caramel saw Redheart walking calmly to meet her lifelong friend in the waters while Coco glanced back at him shyly, her face still tainted with a blush. “Well,” he cleared his throat, it sounded a bit dry and raspy. “I don’t know if I should since I don’t have another change of clothes,” he stole a quick glance at the two mares in the shore and then back at Coco. “And I don’t want things to get…….awkward between us,” Caramel said looking at the side. “I r-really appreciate what you girls said, about trusting me. But I d-don’t know if I really should,” he stopped for a few seconds, his eyes squinting in deep thought. “No, you know what? I’m sick and tired to be such a downer all the time when my friends have being doing everything they can to cheer me up,” he said before taking off his shirt and tossing it to the nearest beach chair, leaving only his pants on.

“It’s time for me to get Sunny Drops out of my head and heart already,” he smiled proudly deeply inhaling the salty air before letting out a happy sigh. “C’mon, it looks like they’re having a great time there!” Caramel said grabbing a hand of the blushing Coco. Still, he didn’t pulled at her, he waited until she began to walk on her own and let her hand go; both of them advancing on a steady pace to meet the other two mares.

Once the couple was close enough Redheart and Milano stopped splashing water at each other to look at them. Milano clapped her hands together while Redheart put one hand under her chin, a smile adorning her lips.

“I’ll admit I wasn’t expecting you to have such a nice body, Caramel,” Redheart said approaching to the blushing stallion. While Caramel didn’t work out his multiple jobs around town kept him in a nice shape. He had a decent pack of abs and while his biceps, triceps and pectorals weren’t very well pronounced they did fit perfectly with the attitude of the shy stallion.

“Talk about some eye candy, rawr~,” Milano teased smiling at Caramel. “I guess we’re even now?”

“Not exactly,” Caramel whispered looking at Redheart and Milano, their coats and bikinis wet. The water was glistening against them thanks to the sun and his attention focused on the water running down their necks, breasts and stomach. Specially their firm mounds of heaven that promised a piece of paradise. He stared dumbly as a rebellious drop of water running down the string of Milano’s bikini ran down until it reached the small piece of fabric covering her right nipple. The drop of water slid past it and into the exposed side of her areola, his throat feeling dry once again.

Milano walked up to Caramel and took one of his hand with both of hers. “Let’s play in the water!” Milano said leaning her lower body back, rewarding Caramel with a perfect full view of her cleavage while it bounced up and down ever so slightly.

Caramel felt a pair of hands pushing his back. Glancing back he saw Redheart pushing him with a sly smile on her face and Coco giggling beside her. Caramel smiled and let his perverted thoughts leave (for the most part) his mind for the time being.

----------------------------------------------------***********************************************

Caramel sat on his beach chair watching past the two mares laying on their beach towels enjoying the coming setting sun. Coco Pommel was sitting beside him in silence, most likely relishing on the view of the ocean and the peace it brought with it alongside him. It had been just a few hours since they had officially started their vacation in that secluded paradise, they had played a few games like splashing at each other, catch, one or two rounds of volleyball and even marco polo.

Though the games died soon enough an Caramel found himself massaging the shoulders of all three mares. It had taken all his self-control to keep his arms on their true duty and not delve downward to feel their large, glorious breasts and sink his hands into them, feeling their cloud like softness. But aside from that he had to admit he was the luckiest stallion in the world for being able to see these three goddesses in their scantily-clad glory, and all of them were alright with him watching.

Soon it had come to refreshments, storytelling and just general chat about anything really, but to Caramel it meant so much. It meant they were enjoying their time together and most importantly, they were happy to have him around just as much he was having them. But still, even though it was the most beautiful place he had ever seen while in the company of these breath takingly gorgeous mares,his heart still felt that pang of sadness and hurt. He sighed heavily.

“Is something wrong, Caramel?” Coco asked from her beach chair at his right side. He glanced her way and saw her expression change from mild concern to worry. “Y-you’re crying.”

“I am?” Caramel brought one of his hands up to check that, in fact, he was crying. Using his arm he wiped away the tears from his eyes, not sure when they had begun to fall. “Thanks, Coco,” he thanked and silence returned for almost an entire minute until he felt something sitting next to him. He glanced again to see Coco place her left hand over his right one. Caramel let out a heavy, sad sigh. “...Sunny Drops…I…,” he gulped the lump in his throat and sighed again. “I didn’t tell Milano, Redheart or any other of my friends all what she told me when I caught her that night.”

Caramel let out a harrowing sigh.

“She t-told me, while still on top of that guy…..that not only I wasn’t stallion enough for her but…...she also told me she had never loved me, every time she said it almost made her vomit. That I was just a puppet to her, that I was too nice and too easy to fool. That I would never find a mare to love because I…...I was just a useless piece of meat.”

Silence followed for a few seconds.

“I went to her house that day to invite her to the Marebbean shores for a few days… I…I…,” hot, sorrowful tears fell from his eyes freely. “I was going to p-propose to her there, I had it all set up. The mood, the ring, the song, the dinner. Everything,” Caramel gritted his teeth. “And she betrayed me like that.”

Caramel closed his eyes while gripping Coco’s hand tightly.

“I thought…..I thought she loved me like I loved her. I truly loved her, Coco. I truly did. And then she stabs me in the back, just like that,” Caramel used his free hand to cover his face, not wanting Coco to see his shame and weakness.

“That bitch,” he heard the angry voice of Milano before he was pulled into a soft and tender hug. “If I see her again I’m going to show her just how strong we earth ponies can truly be,” Milano pressed Caramel’s head over her right shoulder as he wrapped his left arm around her neck. “Caramel, why didn’t you told us she said those awful things to you?” she said softly and tenderly whilst feeling the tears of the stallion damp her coat.

Caramel didn’t respond but instead tightened the grip around her. He felt another hand land on his back.

“That’s it, dear, let it all out,” Redheart said with a heavy heart.

Minutes passed until Caramel released Coco’s hand and Milano. His face was slightly damp with tears and his eyes red.

“Thanks,” Caramel smiled broadly. “I *sniff* needed that,” he then got up with the three mares following his movements. “You’re the best friends a stallion could ask for,” he said before hugging each mare for a few seconds showing his gratitude.

The four of them stood close for an entire minute before they sat on the beach chair with Caramel, each one careful not to take too much space. They looked at the horizon, watching the marvelous setting sun for what Caramel felt were hours. The sun was halfway into disappearing below the ocean line when Caramel felt Milano place a hand over his bare chest, he looked at her before he felt her soft, tender lips encapture his in a kiss.

Caramel’s eyes snapped open in surprise but he didn’t pull away, not even when he heard the gasps of Coco and Redheart. The kiss ended quickly with Milano giving him a playful lick over his lips as she retreated.

“W-what?” Caramel asked perplexed. His lips still warm and tingly from the kiss and his mouth enjoying the sweet taste of Milano.

“Caramel,” she said leaning in and kissing his lips again in the same fashion. “Why don’t you let us help you forget about her?” she said with a smile. “I know how you’re feeling, Caramel. You can’t let it bottle up or it will consume you,” she said sadly. “I have my sons and they helped me get over that cheating bastard. Not like this, mind you,” she giggled. “But you need to see she’s not the only mare in the world. That you’re stronger and better than her and I think...”

She slipped from the side and to in front of Caramel, standing on her knees, resting her breasts on his thighs; her nipples pressing even harder against the rhombus fabric of her bikini, exposing her areolas even further. “We can do that just fine, dear. Don’t you think so, girls?”

“........Only if Caramel is sure,” Redheart said stepping up and taking a seat on the next beach chair.

“I...I...I think so,” Coco said through a blushing face, sounding not so sure of herself.

“B-but you…..I…,” Caramel struggled to say anything coherent but found himself unable.

“This isn’t pity, Caramel,” Milano said placing her hands over the bulge of his pants making Caramel utter ‘Oh shit’. “If you feel uncomfortable about this just say so now and we’ll stop. We’re your friends, Caramel. We’ve known each other for years and we want to help you get over that ungrateful whore,” she placed her hands over the button of his pants.

“Caramel, will you accept our help?” she asked in a serious tone.

Caramel, for his part, had his brain in meltdown but he was aware enough to know what it would happen if he accepted. He knew their friendship would never be the same if he accepted but he couldn’t deny his heart both wanted and rejected the motion. He placed his hands over Milano’s.

“Girls,” he said before he looked at each of them, lingering for a few extra moments with Coco. “J-just promise me...we still be friends afterward, please?” he locked gazes with Milano. Then he nodded taking his hands away.

“Of course, Caramel. It will be quite….different, but our friendship won’t end because of this, isn’t that right?” she smiled sweetly at him while the other two mares agreed. “Now sit back and enjoy yourself.”

Caramel gulped seeing Milano unbutton his pants. His rod throbbed at the sudden free space but still not liberated from its jail. He saw Milano stop before she moved her hands to her breasts, she cupped them and caressed them slowly, agonizingly so. She grabbed her now perky and hard nipples and pinched them ever so slightly, just enough to make a low, excited moan escape her mouth.

Caramel gripped the borders of the chair as his cock begged for release. Milano giggled before tracing a hand over his abs.

“You like big breasts, don’t you?” Milano asked making Caramel stiff completely. “It wasn’t exactly hard to notice you glancing at our breasts, my dear Caramel. Tell me, do you like them?” she asked scooting closer, pressing her large bosom on him; her rhombus covered nipples pressed against his lower stomach.

“......yes,” Caramel whispered.

“What was that, dear?” Redheart asked at his left side, sinking his arm in between her own large marshmallow balloons, letting him feel their silky softness and warmth.

“Yes,” he repeated louder. His breathing rash and forced.

“You mean it?” Coco asked shyly, pressing her breasts against his back letting him feel her nipples getting hard, as they rubbed up and down against his shoulder bones.

“Yes!” Caramel shouted, his face red and eyes closed. “Yes, I like big breasts! No! I love them!” he said with enthusiasm. “I love big, waggling, jiggling, soft, sweet, tender, bouncing, heavy, squeezable tits! And I love yours the most!” Caramel said refusing to open his eyes even when he felt them pressing their breasts harder against him.

“Oh~ You love them? How much do you love them? What do you want to do with our big, soft, delectable breasts?” Milano asked playfully.

“I want to grab them! I want to squeeze them so hard that milk comes out! I want to bite and suck on your nipples!” his breathing was now rapid and ragged. “I want to bury my face in them and sleep on them! I want to pull and play with them until I can’t feel my hands anymore!”

“Do you want to fuck them?” Redheart asked whispering at his ear, her breasts now resting on his shoulder while they enveloped the lower part of his neck. He couldn’t feel her nipples but the sheer weight of her breasts against him was enough to make his dick hurt.

“Yes!” Caramel shouted, his hands trembling and squeezing the borders of the chair almost to the breaking point. “Yes, I want to fuck them until my balls are dry!”

“Then open your eyes, Caramel~” Milano sang.

Caramel opened his eyes at her command, finding his now free rod engulfed in between her massive teats, only the flat head of said rod visible at the top of her cleavage.

“Holy Celestia,” Caramel breathed out now able to feel the silky texture of Milano’s breasts, their warmth welcoming him to stay buried forever while her soft coat brushed against his entire shaft while he felt his heavy balls rest under them. His cock throbbed eagerly while the tip oozed pre cum, most of it running down his shaft and onto the coat of Milano’s breasts creating a natural lubrication.

He could also feel her nipples hardening even more against his lower stomach. Looking up to see her face he found her smiling and blushing cutely at him.

“It’s….big,” Coco said at his right. He didn’t respond though, his attention focused on not cumming.

“Bigger than I thought it would be, to be honest,” Redheart said using a hand to make him look at her. Once his head was turned enough she leaned in and captured his lips with hers. She moaned while her tongue invaded his mouth, soon finding his own tongue to caress.

Caramel half-lidded his eyes and began to return Redheart’s kiss using his tongue to wrap and massage hers while he sucked it ever so tenderly, eager to taste her peach and cherry like flavour even further.

About half a minute later Caramel felt something press against the head of his rod; his body shuddering in pleasure. He reluctantly ended the kiss with Redheart, their tongues dancing against the other as their lips parted creating a slick bridge of saliva. He looked down when he felt the same sensation caress his the tip of his phallus; gasping when he saw Milano licking it and taking large globs of his pre-cum into her mouth.

“You taste amazing, darling,” Milano said licking her lips. She smiled lustfully before using her hands to press her breasts together even further, squeezing the cock between them. She heard Caramel let out a pained moan of pleasure and felt his phallus hardening even more. He really was enjoying her treatment. Slowly she began to rub her breasts up and down, massaging Caramel’s cock all the way up to its head and licking it when she went down again.

“Holy fuck!” Caramel shouted, feeling the otherworldly pleasure he felt at his first ever tit-fuck, a true fantasy come true. The fact that it was Milano, a long time friend and mother of two, owner of easily the biggest pair of breasts he ever saw, aroused him even further, not doubting she must’ve plenty of experience backing her. He focused on her breasts, noticing her nipples were still covered by the rhombus of her bikini, even if they were hard and perky enough for him to feel them clearly against his coat and skin.

“Enjoying it?” Milano asked applying more pressure and speed to her motions.

“Yesssss…..,” Caramel moaned out whilst feeling Redheart rubbing her own breasts against him and Coco pressing hers, albeit not as securely, against his right arms and back. Dear Celestia, if I were to die right now no regrets would I carry, Caramel thought dumbly, still staring at Milano’s marvelous bosom and her current work.

“Is it as good as you imagined?” Milano asked before kissing the head of his rod creating a small bridge of pre-cum between her lips and the head. She quickly changed her motions and pulled one of her breasts up while the other one was brought down. Caramel moaned in delight throwing his head back slightly.

“Way….*moan*....better,” he responded a couple of seconds later.

Milano giggled. “Why don’t you give dear Coco a kiss, too?” she teased as she quickened the pace making Caramel moan out loud.

“Coco?” Caramel asked turning her head to see the third mare of the group. He could feel her move to face him, too. Once they were staring at each other he noticed she was blushing madly, her eyes reflecting insecurity and nervousness. Before he could ask her anything though, she leaned in and kissed him. It was shaky at best but full of sentiment with only their lips touching.

Caramel cupped her right cheek softly, pressing her a bit more against him; he could tell this was her first kiss and he was planning to make it an enjoyable one for her. He used his tongue to brush her lips tenderly, asking for permission to enter her mouth. She reluctantly parted them allowing him to enter and lick her teeth and the tip of her tongue, finding her cinnamon flavour delicious and addicting. A few moments later their mouths were parted and his tongue was now caressing and lapping at her own tongue, making Coco coo in delight as she finally relaxed and began to return the kiss in her own way.

Their kiss ended a few moments later, both of them panting slightly and pecking their lips for a second.

“That was so cute!” Redheart exclaimed while pressing herself against Caramel. “Why don’t you kiss me like that too, Caramel?” she teased drawing circles over his chest with one finger.

“So-sorry…..unnfff!” he groaned out loud feeling his testicles start to clench and his dick flaring. “M-Milano, I’m about to cum!” he said while his hips began to buck by themselves.

“Let it all out!” Milano said increasing her pace. And with one final lick over his flare Caramel let go.

“AaaahhhhhHHH!” Caramel shouted as the first stream of gooey cum erupted from his flare and onto Milano’s face, mouth, mane and breasts. Caramel kept cumming for what felt forever for him, all the while Milano never stopping her motions but only slowing down. Finally, with the final buck of his hips and one little stream of cum coming out from his tip did his orgasm come to an end and so did the movements of Milano.

“My, my, my! You came so much, Caramel. You really enjoyed it~” Milano said playfully. Caramel looked at her and his heart skipped a beat. She wasn’t drenched in cum, even though it felt like he had cum like a fountain, but there were streams of his seed clinging to her face and mane, she had one of her eyes closed as a glob of cum covered it. She was now licking the sides of his cock and flare in an effort to clean him while some of it managed to run down her breasts.

He watched her crawl back until her breasts were no longer supported by his thighs. Milano then used her free hands to pull at the strings of her bikini to the sides, effectively freeing her breasts with a solid bounce followed by some waggling. Her hard, erect nipples and areolas now completely visible to Caramel, they were a tone or two darker than her own coat adding a sense of allure to them. She then cupped her breasts up to let her clean the few cum stains they had on them. She even went far enough to pick her left tit up until she was able to put her own nipple into her mouth; she sucked at it and moaned while she did so while her other hand pinched her other nipple, all that just to clean the solitary cum stain hanging from it.

She ended with a loud pop before she let it go and Redheart kneeled at her side, cupping her left breast tenderly.

“Mind if I have a taste?” Redheart asked and before Milano could answer she leaned in and kissed Milano, their tongues intertwining as they did so. A few seconds later Redheart broke the kiss only to clean Milano’s cum stained face and then kiss her again. Redheart began to pinch and twist Milano’s left tender nipple before Milano used her hands to go behind Redheart’s back and quickly undo her bikini bra and throwing it away uncaringly; then she began to fondle her breasts as their kiss went on.

Redheart’s breasts were nearly as big as Milano’s as they pressed slightly against each other and her nipples, which were already hard, were almost completely pink like her mane and tail. Also, her areolas weren’t as big as Milano’s making her look more petite. They joggled side to side as they kept on with their kiss and playful caressing.

A minute or so later they ended their kiss and giggled.

“He sure does have a good taste,” Redheart said getting up and pulling Milano up with her.

“Said so,” Milano said pulling her bikini down slowly, taking her time doing so. Her pussy lips were soon uncovered leaving small little lines of her own juices connecting with the fabric of the bikini. Milano leaned in a little making her breasts bounce and fall down a bit, her hard and tender nipples pointing to the ground as she lifted up one of her legs, then the other and finally her bikini was off. She stood upright once again, her large teats jiggling for a few moments. With her pussy now uncovered Caramel and Coco could see her aroused clit outside her pouch winking every few seconds. Her bikini now laid in her left hand and soon she dropped it beside her, presenting her nude body without shame. “Seems like somepony enjoyed our little show.”

“I’m sure they did,” Redheart agreed looking the sitting pair with their mouths agape looking at them. Caramel’s shaft was still hard and throbbing almost painfully so while Coco pressed against his back, her breathing slow but loud. “Coco dear, could you come here for a moment, please?” Coco obeyed the request almost mechanically until she reached them. Quickly Redheart grabbed the blushing mare and whispered something into her ear.

“B-but I don’t know how to!” Coco protested before Redheart whispered something else. “Are you….sure, Redheart?” Coco asked glancing back at Caramel, she gulped but smiled excitedly.

“Go on,” Redheart said while she and Milano made their way next to Caramel, their movements slow and methodical making the stallion look at their swaying pace. They soon reached him and sat at each of his sides, each of them pressing their generous bosom against his arms.

Coco turned to face Caramel, his eyes fixed on her, curious to see what she would do thanks to Redheart. She sighed trying to calm her beating heart before she cupped her breasts up and leaned forward, presenting and giving Caramel a full view of her cleavage. She quickly straightened up and pressed her breasts together with her upper arms while her hands covered the little exposed part of her shorts. Coco then turned around spreading her legs just enough to let her hands start lowering her shorts without struggle ever so slowly.

“By Discord’s beard,” Caramel muttered out when her shorts were down enough to reveal that, as he had suspected, she was indeed wearing a thong; just not any kind of thong.

Her rose thong covered her front nicely, since it was the only thing he could see thanks to her shorts, but now that they were gone he saw just how little they actually concealed. Caramel could see that the larger patch of lycra covered up to half her pussy before it separated into two not exactly thin, but not exactly wide either, strings that ran up alongside her pussy lips and her pucker (which he noted was very clean and rosey colored). Her buttocks were practically on full display. They weren’t that very big when compared to Milano’s or Redheart’s assets, but it looked soft, firm and they were perfectly round; like they were begging to be spanked over and over. He could also see she was slightly wet if the glistening sparkles around the bottom part of her thong he saw were anything to go by.

Coco soon took off her shorts completely before turning around again and tossing them to Caramel. He catched them instinctively with his right hand while he looked dumbly at the mare.

“How did I do? It….it was my first time doing something like….that,” Coco asked avoiding the gaze of the trio in front of her. She was fidgeting by moving her hips side to side slowly, rocking the rest of her slender and shapely body in an hypnotic manner.

“Beautiful,” Caramel said unconsciously making Coco blush even more. “And sexy.”

“See? I told you it would work, Coco,” Redheart said leaning in at taking a nip at Caramel’s left ear. “What do you want now, Caramel?”

Caramel’s phallus throbbed eagerly while he gulped and breathed out harshly. “Can I...can I get another tit-fuck…..please?”

Milano leaned pressing her body and breasts against Caramel further. She kissed his cheek affectionately. “Of course, dearie. From whom?” she smiled when she heard Caramel swallow hard. “It’s alright, love, just speak up.”

“F-from…..Coco, if it isn’t too much…..to ask for, that is,” Caramel trembled slightly when he saw Coco step forward and her hands running up to her top. “With your bikini still on….please,” he requested making Coco bring her arms down.

After a few more steps she reached him and kneeled down in front of him and his shaft. The smell of his arousal, her own, her friends and the lingering scent of semen making her tremble with a desire she had never felt before.

Coco examined Caramel’s rod for a moment now that it was right in front of her. She wasn’t very experienced in the sex department, most of her knowledge came from toys and masturbation (and the occasional romance novel or smut book) but this was her first time seeing a real stallionhood. As far as she knew its girth was normal while the length was three or four inches larger than the average stallion. She didn’t knew if it qualified as ‘big’ like she said before but to her it was surely towering and a tad intimidating.

Coco brought a hand up and gripped the shaft just below its medial ring. Instantly she noticed that while it was certainly hard it was also soft to the touch and very, very warm. It was also slightly wet and sticky, no doubt thanks to Milano’s spit and Caramel's own climax. She swallowed the ball of air in her throat and began to pump her hand down, up and down again in a slow, methodical motion; her gripping tightening when her hand went up and easing out when it went down.

“That’s good, Coco, take your time,” Milano said seeing Coco speed up a little at her compliment. “Don’t be afraid to squeeze him a bit tighter, he’ll enjoy it,” Coco did as instructed getting out an elating moan from Caramel. Milano giggled and kissed Caramel on the neck, nipping and licking him sensually.

“Does it feel good, love?” Redheart asked while nipping his ear; Caramel nodded twice, his breathing and mix of grunts and moans. “Want to feel even better, you perverted boy?”

“Y-yes….” he moaned out feeling Coco’s handjob speed up, her strokes becoming harder. The head of his phallus soon began to shoot out small globs of pre-cum and what semen had remained inside his urethra during his last orgasm.

Coco stopped her strokes and looked at Redheart, the white mare nodded once and Coco leaned in and licked a glistening glob of pre straight from tip of the phallus; his throbbing cock welcoming the sensation immensely. It’s salty and gooey…...and good, Coco thought as she savoured the taste of Caramel. She swallowed in one go and found herself suddenly hungry for more. Coco leaned in again and licked more of the salty treat directly from the source, her starved gullet begging her for more.

Her licks quickly turned faster and more aggressive; suddenly she opened her mouth and engulfed the entire head of Caramel’s rod and sucked, hard.

“Hhhhnnnnngggg!” Caramel moaned his hands gripping the edge of the chair so hard he almost tear it away. Coco retreated, ending her service with a lick all around his cock tip. “Coco, please,” he pleaded to her.

Coco leaned her upper torso towards him, her breasts pressing and resting against his thighs and member. She looked down and saw her nipples were already hard and sticking up against the lycra of her bikini top. She tried to press forward to take the phallus in between her silky bosom, but found herself unable thanks to the front clip on her bra. She grunted and bit her lower lip, unsure of what to do now, then an idea popped in her head. Coco cupped her breasts up, using her hands and straighten up just enough to tower over the imposing erection of Caramel.

She leaned in until she felt his warm rod touch the underside of her boobs, and then gently pressed downward, slowly enclosing his shaft in between them; the friction and tightness creating untold levels of pleasure to both of them. It took her a few seconds until she reached the pelvis of Caramel and his hearty testicles rested below her breasts. She then sighed happily, glad her idea had worked. She looked up to see Caramel, not sure how to proceed even after seeing Milano doing it herself before her. Coco gasped when she saw the perplexed and blushing face of Caramel, there was some drool falling from the corner of his mouth.

“That….that was so….hot,” Caramel said finally letting go of the chair. Using one hand he touched and caressed Coco’s left cheek lovingly. He could feel her beating heart against his cock and the silky soft and warmth her chest provided. “It feels amazing, thank you, Coco,” he said smiling at her. Coco’s blush intensified, as she began to rock her breasts up and down on her own, leaning forward and back with each movement.

Caramel focused on her expressions for a few seconds, until he noticed her perky nipples hidden by the fabric of her bikini brushing against his stomach each time her breasts landed on his thighs; sending ripples of pleasure through him and a creating a lovely bouncy effect on her two large pieces of heaven. A sudden thought crawled inside his brain and he brought his other hand up while he let go of her cheek; a moment later he used his free hands to press the upper side of Coco’s breasts together before he came down and pinched her hidden nipples, tenderly pulling at them and twisting them just enough to make her moan and increased her pace.

Caramel breathed out, surprised at how soft and warm her nipples were even though they were fully erect by now. He had to admit that while Coco’s breasts weren’t as big as Milano’s, they were softer and warmer for some reason, maybe it was just because he was so excited but he could be wrong. In the end, though, it didn’t matter. He didn’t do anything to repay the actions of Milano but now he was going to do so, at least a little; thankfully her moans were telling him he was on the right course of action. He smiled mentally and continued playing with her nipples.

Meanwhile, Milano and Redheart had stopped their own ministrations and now watched attentively the two of them go at it. Redheart was pinching and pulling at her own nipples while also groping her breasts slowly, juggling them in circular motion. Milano was doing mostly the same, except she had her right hand buried between her legs teasing her clit.

This went on for a few minutes, Coco changing her speed and motions in tune with Caramel’s performance on her nipples. Soon Caramel felt his balls clenching and hit cock flaring, but instead of announcing his impending orgasm, he grabbed the cups of Coco’s bikini top and pulled them away from each other, letting her E-cup breasts and abused nipples flop free, he heard her gasp in surprise but didn’t stop. He leaned back and grabbed her now mostly exposed breasts and squeezed them, feeling her bare nipples and areolas against his palms just as his hips bucked and his orgasm hit him.

Coco saw the first stream of new cum emerge from Caramel’s phallus, coating her face with his cream before she quickly leaned in and stuffed the first two or three inches of his cock inside her mouth. She felt the second rope of warm, salty cum hit the top of her mouth and the back of her throat and she swallowed eagerly, finding the taste even more delicious than his pre-cum. She held her head steady, hungrily drinking all the cum Caramel so generously gave her while his moans made her crotch feel tingly, knowing she brought such pleasure to him. She pressed her breasts further and rock them in a circular, steady motion, milking him for all he’s worth.

Finally she felt his orgasm come to an end and she licked the tip of his cock while she sucked at it, not wanting to leave a single drop behind. A few seconds later, she let go of his impossibly still hard member and sighed contently, her belly full of salty, warm, creamy cum for the first time ever. She used her hands to undo the bead clip keeping her bikini top together, the moment she opened it, her boobs were set free and rested properly and softly against and around Caramel’s phallus and thighs. She reached behind her neck and a second later her bikini top fell, part of it covering the meat pole nestled in her bust.

Coco felt a hand grab her right upper arm pulling her up. She followed the motion letting her breasts rub gently against the phallus as they left it behind ending with a cute, little bounce. She looked at Redheart and smiled before the white mare turn her slightly to face her, leaned in and began to clean her cum stained face while their breasts pressed together; their rosy nipples rubbing against each other lightly.

Once her face was clean, Redheart kissed Coco passionately for a couple of seconds, the kiss ended with both blushing faintly. Out of the corner of her eyes, Redheart caught Caramel being kissed by Milano, their tongues visibly dancing in between their parted mouths. She giggled seeing Caramel groping Milano’s left breast with desperation, making her boob waggle at the pressure. Before she could say anything on the matter their positions shifted, now Milano was sitting at the front of the chair while Caramel kneeled in front of her; his hands gripping and pressing her bosom tightly together.

Caramel let out a guttural hoarse moan before he smothered his face in Milano’s breasts, (making them jiggle and bounce along his movements) while he thrashed his head from side to side and taking deep sniffs to capture her scent, desperately trying to impregnate her scent into his brain.

“D-don’t be *uhmmm* so rough, dear,” Milano said biting her lower lip cutely.

He suddenly stopped, pulled away just a few inches and moved his hands near her nipples. He pressed them together making her nipples almost touch, opened his mouth widely and then took them both inside;sucking on them with a loud and clear ‘slurp’.

“Ah!” Milano moaned out as Caramel sucked and bit her tender nipples without proper care. Soon enough her tits were starting to hurt due to the rough treatment. She glanced at his eyes and noticed he was lost in lust. “S-s-slow down, Caramel!” she pleaded placing her hands over his. Almost instantly he stopped, he blinked a few times before letting go of her nipples. His lips began to quiver, fearing he had done something stupid. “I know you like our breasts, love, *huff* but they’re fragile *pant*,” Milano reached for Caramel with one hand placing it behind his head. “Here, let me show you *huff* how to do it.”

Caramel stared at her left nipple and saw a few very visible bite marks and his spit covering it, the areola and the surrounding coat. “S-sorry,” he said quietly, ashamed he had lost control of himself and hurt her like that. Thankfully she didn’t sound mad.

“It’s okay, darling, just do as I say for now, alright?” Caramel nodded. “Alright, before we do anything else, I want you to play with my breasts. Grope them, carry them up and press them but do it slowly, tenderly, lovingly; take your time to fully enjoy them,” she winked at him before he obeyed her orders.

Caramel began by cupping them up, feeling their weight. He squeezed and groped ever so slightly, careful to not be too gruff on her; the feeling of her exposed melons was definitely a hundred times better than what he’d imagined. Soft yet firm, heavy yet cloud-like in nature, and her scent an odd mix off her own natural sweet fragrance and the remnants of his first orgasm; all of it giving him an odd arousing feeling he couldn’t quite explain.

He sighed contently before he let them go making them bounce and moved his hands to the side of her heaving breasts, as he began to massage and press them together slowly, her perky nipples seemingly dance at his accord and her flesh move in small ripples. He let out a happy sigh seeing the delicate wiggling his motions caused all over her breasts, not to mention the pleased moans of Milano and the excited breathing from Coco and Redheart behind him. A few moments later he leaned in and lapped her right nipple making MIlano let out an unexpected squeal of pleasure. Smirking he began to kiss and caress her nipple, while he used his left hand to flick the tip of her other nipple with one finger and pinch and twist it at the same time with delicacy.

“T-that’s, Oh sweet Celestia, that’s it, l-love, keep-- Yes! Do that!--” Milano tried to speak but the tender treatment and care she was receiving was too distracting, no one, not even her ex-husband, had ever treated her like Caramel was doing now. He was tugging, lapping, kissing and groping in all the right places. She felt a tingly sensation rise in her nethers, aided by her earlier play, and breathed out while her legs spread open. “Keep going, love! I’m close….so close! Don’t stop!”

Caramel obeyed her request, not that he had any intentions to stop to begin with, and began to suck at her nipples, focusing on one for a few seconds before changing to the other. He didn’t knew how long he kept at it, and didn’t care, all he knew was that he was enjoying it as much as Milano if her loud, uncontrolled moans were anything to go by. His cock throbbed, the smell of their combined arousal driving him crazy but still focused in his mission. He pressed her boobs together again, kiss both her nipples and then sucked them at the same time while his tongue flicked over their tips.

“YES!” Milano shouted, her body trembling and the hand behind Caramel’s head pressing him further down into her large tits.

Caramel felt something warm and sweet hit his tongue and his eyes snapped open for a moment. He then closed his eyes and began to suck softly, nursing Milano’s breasts tenderly while his hands pressed the sides of her breasts, eager to get more of her strange juice and ride her obvious orgasm longer.

Twenty or so seconds later Milano’s orgams died completely and Caramel freed her nipples with an audible *pop*, making her breasts bounce as he let them go.

“Whoa, Milano….are you….are you lactating?” Redheart said from where she and Coco stood, the pair of mares still pressing their bodies together, their breasts rubbing against the other creating a small bouncing effect on them. The white mare let Coco go when she saw white droplets of breast milk run down Milano’s heavy breathing chest, with one or two small drops coming out of her nipples every now and then. She turned to see Caramel lick his lips and let out a content, satisfied sigh. “That’s...unexpected.”

“But arousing,” Coco finished for her.

“Thanks for guiding me, Milano,” Caramel said getting up, his proud phallus harder than ever.

“No, love, *pant* thank you for that,” Milano said, getting up as well leaving a small puddle of her own juices laying on the beach chair while some ran down her thighs and legs; her clit winking repeatedly.

“I, for one, think we don’t need these anymore,” Redheart said before her hands reached each of the bows of Coco’s bikini thong. “Don’t you think so, dear?” Coco didn’t answer but instead nodded once. Redheart smiled slyly while her agile fingers worked on the bows, a moment later there was a barely audible *clink*. Redheart stepped back retreating her hands and letting go of the strings of Coco’s thong; it falling to the sand bellow like a wet leaf in spring revealing her exposed pink pearl and her cunny lips; her ass waggling a little thanks to her trembling nervousness. Coco struggled to not cover them, but instead, tried to keep all her assets open for Caramel to see.

Redheart, now having enough space to maneuver, reached for the strings of her own bikini bottom. She glanced at Caramel looking at both her and Coco with interest and a blush crossing along his face; then she smiled before licking her lips in a slow, circular manner. She spread her legs just a couple of inches before she began to pull her bikini bottom down.

“Not so fast, Red,” Milano said standing next to Caramel and making Redheart stop as she pulled on her bikini bottom, her face torn in mild confusion. Milano grabbed Caramel’s hand and guided him to the beach chair on the left, right next to the now drenched and worn out beach chair they had been using so far. “I also think you won’t be needing those,” she pointed to his pants.

“I guess not,” Caramel whispered, he had totally forgotten about them up until now. But then again, who wouldn’t with these three goddesses in front of you? Caramel thought as he slipped off from his pants, tossing them to the next beach chair, while Milano made her way to Redheart; her hips swaying seductively and ass jiggling, showing off her cooch and rear hole as she walked, her tail never getting in the way.

Milano walked past Redheart and went behind her, shortly after she took a hold of Redheart’s bikini bottom strings and began to pull them up with just enough force to form a cameltoe with the fabric pressing hard against Redheart’s pussy. Milano smirked hearing the moans and gasps of Redheart, to stop or to continue she wasn’t sure nor she did care. She pulled the strings up harder, knowing just how much and how hard to pull; they’ve been friends since they were ten years old and had partaken in many a wild acts during their teen years before she got engaged at eighteen. It was also thanks to Redheart, for the most part, that she was able to get over her divorce so quickly.

I’m glad I never invited Red to a threeway with that pig, Milano thought while she saw Redheart’s tits bounce up and down frantically just as she began to pull her bikini bottom back and forth; pressing it tightly against her quivering and drenching marehood.

“M-Milano! P-please d-d-don’t!” Redheart pleaded between moans before a few seconds later she felt her bikini bottom being pulled down gently while a few kisses trailed down her spine and ended up with a kiss in each of her buttocks.

“You have such a nice ass, Red,” Milano teased before getting up and hugging her friend from behind while cupping her breasts, making them waggle and ripple gently. “Coco dear, why don’t you join us?” Milano asked extending her right hand to said mare. Coco did as told and closed the short distance between them taking a hold of Milano’s hand. With a tug Milano brought Coco up to them, making her press her body against Redheart once more, their entire bodies shaking and trembling sensually as they did.

Milano let go of Coco’s hand and moved to the side, coming to view and standing next to Redheart while Coco tried to do the same thing. Soon enough the three mares now stood a few steps in front of Caramel in a line; giving him a perfect contrast of each of them. The sides of their breasts pressing against each other creating a clear difference on the size of their tits. He had to admit the difference wasn’t overwhelming but was still noticeable. Looking closer he saw that Milano had the biggest areolas, perhaps an inch in diameter but Redheart had the largest nipples but not by much while Coco’s were the more petite and tender looking which, in retrospective, made sense since she was obviously inexperienced.

Looking down he saw their plump stomachs, perfectly shaped hips (which in Milano’s case was an outstanding feature) and their exposed, pearly, winking, dripping pink gems and it was only then that he came to realize they were completely nude, and they all wanted to have sex with him. It was like a dream that he hoped that he would never wake up from. They all leaned forward just enough to make their breasts jiggle and waggle in fluid motion; their nipples pointing directly at him while their smiles told him all he needed to know. The dimming sunlight behind them giving them an aura of mystery and superiority he found incredibly sexy.

“You’re goddesses,” Caramel said while his phallus throbbed painfully. “All of you, but please, stop teasing me like that, you’re going to make my dick fly off.” he was momentarily surprised at his serious and blunt tone. He had never talked or felt like he was doing now previously, not even with Sunny Drops. It was so strange to him but still felt so right at the same time for some reason.

“Well, isn’t somepony impatient?” Redheart said breaking the line and taking two steps forward. “Since you girls already gave our dear Caramel a nice tit-fuck it’s only fair I get to give him one, too,” she said biting her lower lip sensually, winked at him as she cupped her breasts, and gave them a bounce, jiggling up and down like party balloons.

“I would like that,” Caramel said while standing up. “But I think I want to be the one doing the fucking this time around,” he came close and hugged Redheart, tightly pressing her breasts and nipples hard against his chest. His hands, in the meantime, traveled down her back until he reached her buttocks; he spanked each once making her groan in surprise whilst creating ripples all over her large ass. He then groped her lower cheeks, moving and massaging them around in circular motions with an occasional bounce and hard grip. Then, an idea popped in his head.

Redheart moaned through her throat, enjoying the loving attention her rear was currently receiving. She gasped, however, when Caramel forcefully spread her ass-cheeks apart exposing her clean, rosy star and part of her dripping marehood to her two friends. “Nooooooo~” Redheart whined fakely while Caramel continued his assault using his two middle fingers to caress and press against her asshole. “N-no! Not th-there!” she moaned out loud, feeling one of his fingers travel down to her pussy, tease her lips for a second or two and return to her pucker completely drenched pressing against its opening.

Caramel smirked, the feeling of having this mare under his thrall making him dizzy while he felt her rapid breathing against his shoulder and her beating heart against his chest. He pressed down her rear entrance with his slick finger until an unknown warmth filled it all the way up to his second knuckle.

“Hhhhmmmm!” Redheart moaned biting his shoulder slightly.

“Whoa,” Caramel breathed out before pulling his finger back until only the tip was left inside before pushing it back in slowly. Redheart moaned again while her entire body shivered while he repeated the motion over and over. “Do all mares like it so much in….there?” he asked looking at the other two mares for the first time since he got up. Coco was staring intently at his hands and the pucker of her friend while she covered her mouth with both hands; her arms resting slightly over her ample bosom with just enough pressure to easily notice her irregular breathing. Milano, on the other hand, was teasing her nipples making small drops of her milk spurt out every so often. Meanwhile their pearls winked excitedly, both of them enjoying the show thoroughly.

“Not….many,” Milano answered with a pant. “Red is ….mmhhhh….very sensitive though,” she said smiling back at Caramel while her left hand pinched her left nipple tenderly and her right hand teased her pearl.

“I see,” Caramel said before burying his entire finger inside Redheart in one go making her scream in pleasure and her body tremble against his own. He retreated his finger fully before Redheart backed away just enough to capture his lips in a passionate kiss; their tongues dancing and fighting for dominance for almost an entire minute. He gripped her ass tighter while she hugged him around the neck closer, pressing her breasts more and enveloping his throbbing and anxious shaft in between their stomachs.

“You’re certainly *pant* eager, love,” Redheart said once their kiss ended. She pulled back while also making her way to the chair but not before she passed her left hand over his phallus; her touch just enough to make the stallion glue his eyes to her swaying hips and bouncing ass. Once she reached the chair Caramel had been sitting on moments ago, she sat, and whilst keeping her legs closed, she turned and relaxed on it; her pink pearl still clearly visible and her hands groping her breasts while pulling them apart, creating a welcoming spot for Caramel’s staff to be nestled in. “What are you waiting for, dear?” she licked her lips hungrily. “Come and fuck my tits.”

Caramel snorted, his dick throbbed and his mouth drooled with anticipation. He walked towards her like a bee flying to a flower until he reached her and, careful not to put too much of his weight on her, sat on her stomach while his dick rested in between Redheart’s marshmallow clouds and his hearty balls rested on the base of them. She giggled as she pressed her soft, warm and ample knockers. He admired her form for a few moments, noting the tip of his top almost reached her chin while it throbbed pleased to be surrounded by such heavenly softness; expressing its comfort by leaking pre-cum down her breastplate and neck.

“Wait a moment,” Milano said sitting gently on the next beach chair alongside Coco. She pulled Coco closer to her, making her boobs waggle around for an instant, and whispered something to her ear. Coco blushed but nodded before leaning down just enough to capture Milano’s right nipple inside her mouth. Milano moaned as Coco began to suck and tease her nipple, even going as far to use one of her hand to grope and rub her breast to get more milk out. A few seconds later Coco let go of her right nipple only to move to the left one repeating the motions for just as long.

“Fuck,” Caramel exclaimed while seeing the scene in front of him play out. Coco soon pulled back ending with a barely audible ‘pop’, she returned to her normal sitting posture. He noticed her cheeks were slightly bulged and, while blushing madly, Coco leaned towards them until her head was leaning over the top of Redheart’s breasts and his nestled cock, facing them directly. Oh my Celestia, don’t tell….

Caramel’s line of thought die when he saw Coco open her mouth just enough to let a trickle of white milk come out of her mouth and splash all over Redheart’s breasts, coat and nipples. Coco moved to the right letting the tickle of milk land all over Caramel’s partly exposed phallus, including its head. Soon, far too soon in Caramel’s opinion, the trickle died down. Coco slowly pulled away, but not before flicking her tongue along Redheart’s erect nipples, eliciting a hiss from the nurse, as Coco returned to her seat while licking the remnants of the delicious milk off of her lips.

“There, now you can go crazy, love,” Milano said, winking with one eye while she passed her right arm over Coco’s shoulders and leaned in to kiss her cheek. Caramel looked down to the now wet breasts of Redheart and his now milk-drenched cock-head; it was all the encouragement he needed.

Caramel took a hold of Redheart’s breasts and squeezed them together tightly, sending ripples of pleasure up his spine as he began to rock his hips back and forth. While he allowed his hips to do their work, he used his hand to press, grope, massage, squeeze and grip the large tits of Redheart; her moans indicating he was doing a good job while he increased the speed of his thrusts. This is amazing, I can’t get enough of if! He thought happily while he moved his hands up to her nipples, mesmerizing on the sight of her bouncing, caroming tits right before pinching said nipples making Redheart growl recklessly.

“How does it feel, darling?” Caramel heard Milano ask in a low tone. He didn’t even cared to look at her way.

“Fucking amazing!” he shouted out in midst the moans and grunts of Redheart. “It feels like nothing I’ve ever felt before!” he panted out giving a hard thrust that hit Redheart’s chin coating it with his pre.

“Does it feel better than her?” Coco asked, her soft, caring tone a crude contrast to the venom the last word carried, obviously referring to Sunny Drops.

“There’s no contest!” He said, increasing the pace of his tit fucking and the grip on Redheart’s magnificent balloons. “She was never this good nor was *grunt* so giving like you are!” Caramel said with an enthusiastic smile.

“Who of us feels better, love?” Milano asked tenderly, almost in a motherly tone but still with enough lust to not make it awkward.

“Can’t *pant* choose,” Caramel closed his eyes while his hands rubbed up and down Redheart’s breasts, pressing and groping wherever they could; hungry to feel her more and more. “All of you are so *groan* perfect and unique *pant* I can’t choose!”

“Th-that’s *pant* so n-nice --Ah! Pinch them hard-- YES, like that!--n-nice of you, C-Cara-a-a-a-amel!” Redheart said in between shouts and moans, breaking during his name thanks to him changing to do short, rapid thrusts.

“You feel so firm *pant* and hot and welcoming, Redheart,” Caramel panted out. “Milano feels so -Oh fuck- so soft and so *groan* mushy and big and heavy *pant* and gooooood,” Caramel stopped his thrusts for a moment just to adjust his balance a little, he didn’t want to get tired too soon; then he resumed his thrusting. “And Coco feels just so right *groan* I can’t get enough of it,” he let out a loud guttural groan. “I can’t get enough of this!” he said letting his tongue hang loosely.

“Oh~ Really?” Milano sang teasingly. “You can’t?”

“I can’t!” Caramel grunted out. “I swear I can do this all day long!”

“Well,” he heard Milano said in a low, sexy tune he hadn’t heard before. “Let’s see if you can keep that promise~” She said before capturing his hanging tongue and then sucking on it, driving him into a kiss while she pressed her breasts against his right arm, enclosing around it like Redheart’s breasts did with his cock. It was all he could handle.

“MMMMMMMM!” he moaned into Milano’s mouth as his thrusts became erratic and he finally came, his cock-head trapped in between Redheart’s breasts. “Mmmmmmmm~” he moaned long and hard while spurt after spurt of cum landed on Redheart’s bosom. “Holy…..fuck,” he murmured once Milano ended their kiss, spit falling freely onto the breasts below. Caramel let go of Redheart’s breasts reluctantly while Milano encouraged him to step away. He did so, even though his legs were shaking, he stepped back allowing the white nurse mare to sit up straight, as she swung her legs over, turning her body to face a panting Coco, and most of Caramel’s cum captured in between her large knockers.

He felt Milano slide down his side until she reached his semi-erect cock where he took the instantly hardening cock into her mouth. Milano lapped at the head of his dick while sucking eagerly on it, slowly taking inch by inch of his slowly hardening member deep inside her cavernous mouth; her tongue also swirling around his shaft to clean away any remnants of his seed.

Looking over at Redheart, he gasped, seeing Coco kneeling in front of Redheart, licking her stained breasts and then swallow mouthful after mouthful of his baby batter, always letting out a pleased moan after each one. Coco noticed she was being watched after taking another mouthful of cum, her gaze locked with Caramel’s and she threw her head back, giving him a clear view of her neck and throat. Then she swallowed, lewdly showcasing a small bulge that ran from the top of her throat to the bottom. Coco returned her head to upright position and looked at Caramel before opening her mouth; showing she had swallowed all of it, she closed her mouth and licked her lips slowly; deliberately teasing him even further while her face was adorned by an adorable blush.

“Hnnnnng!” Caramel groaned when he felt Milano’s snout touch his pelvis and was forced to break his contact with Coco in order to see the older mare kneeling in front of him deepthroat him, her neck slightly bulging from the cock in her mouth. “M-Milano,” he called her name as she pulled back, licking and sucking his shaft while she did so. It ended without a pop or a slurp but instead with a giggle from her part.

“Looks like I still got it,” Milano said with a strange fondness before returning the now hard meat pole inside her mouth. This time, however, both of her hands reached up and grabbed Caramel’s heavy balls; one in each hand and began to fondle them around. Lightly squeezing them, rubbing them lovingly and pulling at them tenderly while her mouth took care of the shaft.

Caramel placed a hand on Milano’s head, mostly just to let her know his presence. She felt her moan and gag a little while she increased her playful massage on his testicles, juggling the hefty balls with her fingers. For a little over a minute this went on until Milano popped the cock out of her mouth and got up.

“Caramel, why don’t you take a rest and let me take care of your problem?” she asked turning around and facing the now empty bed chair while Redheart and Coco sat watching expectantly.

“Okay,” he said walking to the beach bed, he then sat down and laid on it; his clean and wet phallus throbbing slightly at the touch of the wind. He gulped, knowing what was to come. Milano made her way to his right stopping at his waist level, she stood silently for a few seconds while he watched her pearl wink once or twice. Suddenly she spread her legs open passing her right leg over him to the other side of the beach chair. Her breasts bouncing slightly and her pussy lips spreading just enough to let him see a few drops of her mare juice fall from her them, all of them landing on him.

Milano grabbed the Caramel’s cock by its medial ring to keep it steady and lowered herself slowly; her figure blocking much of what little light was left while the head of Caramel’s phallus touched and began to rub against her moist, soft, warm and wanting pussy; both of them eager to start but not before Milano teased him a little more. She pushed down at the same time her hips moved forward and her hand let go of his cock, making his dick miss her entrance and push in between her ass-cheeks.

“You freaking tease!” Caramel said before he grunted, part of him angry that even now she kept on teasing him while another part of him was elated for it. He could feel his dick nestled in between her heavenly buttocks, their texture a lot firmer but equally soft as her breasts, not to mention just as warm. He could also feel her moist pussy rubbing against his stomach; her pearl winking while the heat coming from her nethers made him wish he could feel its undoubtedly delectable snugness. “Not that...hngggg….I’m complaining or anything,” Caramel breathed out feeling Milano rock back and forth her hips, while at the same time rising and falling just enough to massage his rock-hard phallus in a tight grip.

Milano giggled before using her hands to press down her ass-cheeks closer together, squeezing the cock as tightly as she did with her breasts earlier; the movements of her body enough to make her big tits bounce and waggle giving Caramel an enjoyable dance of one of the three pair of breasts he was now obsessed with. She moaned slightly as her teasing went of for only a couple of moments before she decided it was time to move to the main event. Rising up, making sure Caramel’s phallus rubbed against every inch of her wanting nethers, even rubbing her pucker against the tip, she soon aligned her entrance with his cock-head.

They shared a second long glance before she lowered herself a couple of inches down onto his shaft, managing to take inside the head and two or three inches of the throbbing meat pole.

“Ohhhmmmm~ It’s been some time since I *pant* had a real dick inside me,” Milano moaned out letting go of Caramel’s cock while he moaned and took a hold of her hips but not forcing her to ram his cock inside her cunt. She slowly speared herself inch by inch, stretching the velvety insides of her pussy with thick stallion cock while her muscles tried their best to press all around it. She moaned and heard Caramel moan alongside her.

For Caramel the feeling was ten times better than what he ever felt with Sunny Drops. Remembering most of his times with her she had felt, quite honestly, lifeless or not really into it. But with Milano? There was simply no match or comparison between the two. His eyes snapped open, not even sure when he had closed them in the first place, when he felt her hips snuggle and rock against his own in an almost loving manner. He glanced at where they were now joined as one and saw just a glimpse of her own pearl winking uncontrollably while her rapid, short breaths echoed in his ears; he tightened his grip over her hips and wordlessly began to rock his own hips in accord with hers.

“Th-that’s it, Caramel, k-keep going!” Milano said at the same time she began to rise her hips and slam them back down provoking wet slaps. “Sweet Luna, it’s b-been--Hnnngg!- so l-long,” she exclaimed happily. She felt the grip of her hips change to her waist and a slight pull from Caramel. Next thing she knew he was sucking her left nipple while holding onto her tightly. “Just, by the sun, ju-just perfect, dear,” she said hugging Caramel’s head, pressing his head further in her leaking breasts.

Caramel sucked and lapped at her nipple while their hips rolled and rocked together in a steady, passionate rhythm. After a few seconds he changed his attention to her right nipple, carefully repeating the same treatment he had given her left nipple, drawing some of her milk as reward for his efforts. He felt Milano tighten the muscles of her vagina significantly and he found himself impressed at her strength and tightness. Granted, his only sexual experiences had been with Sunny Drops up until today but he never guessed Milano, once a wife and a mother, of two at that, could be so tight and enthusiastic. He smiled as he speed up as much as he could in his current position, realizing how he could repay the pleasure the three mares have been giving him so far.

Milano moaned loudly while Caramel intercalate between her breasts but at the price of not giving her what she desired. She gently pulled him away making him end his loving ministrations with a soft tug and suck; he licked his lips, thankful for his meal while he leaned back onto the beach chair, but not before giving Milano’s rear a nice, firm grope and tug; satisfied to feel it with his own hands. Milano didn’t seemed to mind placing her hands on his abdomen and began to ride him hard, fast and rough; her breasts seemingly dancing at her accord while they bounced up and down. Caramel snorted and shifted the grip of his hands to her hips once more and started to thrust up to meet Milano’s movements.

“Ahhhhhhhh!” Milano screamed at a particular hard thrust, the wetness in their laps creating a loud slapping noise each time they met. She closed her eyes to enjoy the feeling of being just so full after so long. She continued to ride Caramel like a mad mare, moaning, screaming and panting for several minutes until she felt her nipples being assaulted again: only at the same time. She opened her eyes to discover the reason and gasped when she saw Redheart latched on her right nipple while Coco did the same on her left one, their own breasts pressed against her sides while their hands groped and toyed with her big balloons. Both mares sucking and teasing her nipples, eager to drink her delicious milk. Not to mention the pleased moans and grunts from Caramel made her feel a satisfied, tingly sensation all over her skin “AHHHHH!” Milano screamed louder, not even bothering to talk to her friends; her second orgasm approaching quickly thanks to the multiple assault.

“I’m cumming!” Milano managed to moan out as her hips increased in speed but their rhythm began to break.

“Me too!” Caramel said in between with a groan. Their hips slammed against each other a couple of times before he pressed into Milano as hard as he could, burying himself deep within her warm, flushed, welcoming cevasse. He heard her scream out his name loudly before the first spurt of cum splattered inside her, painting her womb and walls with his white seed. “HhhhnnnnnGGG!” he groaned feeling her pussy twitch all around him and her warm marecum soaking his already damp lap and coat even more.

Moments later their climax was over and they were left breathing harshly and sweaty. His eyes locked at the two other mares that only now released their dual attack on Milano’s nipples; a small trickle of milk falling from them and onto him. He saw the mares swallow whatever milk they had sucked out greedily (not that he could blame them for that) and felt his cock twitch inside Milano, still refusing to go down. ‘Four times already? The longest I ever lasted is three times but it seems I can still keep going. Hay, I don’t even feel tired, in fact, I feel refreshed for some reason!’ Caramel thought happily, his lips quivering into a small smile while he felt Milano retreat letting his seed slip out of here inch by inch, he focused on her face and saw she had a small, satisfied smile.

“You’re still hard?” Redheart breathed after Milano had fully retreated and was now lying on the beach chair behind her, her tone carrying a hint of surprise in it at seeing the towering, cum drenched phallus of Caramel fully erect and ready to go again.

“I guess,” Caramel said cockily. “I did say *pant* I could go on all day,” he heard Milano huff, probably in agreement, before he saw Coco lean in and kiss him on the lips; her breasts resting against the right side of his chest. The kiss lasted for a few seconds, the taste of Milano’s milk and his own cum vaguely lingering in her mouth, he didn’t care though. “Coco?”

Coco blushed and looked away, avoiding his gaze. “C-can you f-f-f….fuck me, please?” more than a question it seemed to be a request. Caramel used one of his hands to make her look at him, once their gazes were locked she spoke again. “I..I want you to be my first.”

And that was all Caramel needed to hear before he pulled her in into another kiss, albeit more passionately but just as tenderly. Caramel gently sucked her tongue while at the same time slowly getting up pulling her along the way. Soon enough he was sitting by the right edge of the beach chair with Coco kneeling at his side, their mouths locked in the ongoing kiss. Caramel ended the kiss a few moments later, both panting vigorously. Caramel took both hands of Coco and signaled her to get up.

The blushing mare obeyed his silent request letting him guide her until she was standing in front of him and he was facing her stomach directly. She felt her clit wink in excitement and her heartbeat increase, her increased breathing making her breasts waggle ever so slightly. She then felt him pull at her hands once more, leading her to sit on his lap. Coco gulped nervously, her body suddenly starting to tremble, yet the warm hands of Caramel (and the silent stares of Redheart and Milano) gave her the confidence she needed to continue. She parted her legs slightly, exposing her dripping wet sex and then sat down on his lap; their bodies pressing together tightly. Her breasts pushed against his bare chest and his phallus pressed against her abdomen and plump stomach. Looking forward she suddenly found herself face to face with him. Caramel smiled at her with a blush of his own.

“You-errrrr…..You said you’re a virgin, right?” Caramel said, his tone a tad unsure and worried. Coco nodded.

“I don’t have a…..hymen. I...I broke it a few years ago by accident,” she said softly, her face red in embarrassment. “I hope that’s not a p-problem.”

Caramel sighed in relief. “No, it isn’t. And to be honest it actually makes this easier but,” his gaze turned serious. “Are you sure, completely sure, you want me to be your first?”

Coco nodded. “Yes,” she said before leaning in and kissing him again, nothing long or passionate, just a peck on his lips. “I do.”

Caramel blushed madly. She is too darn cute for her own good! He thought as he placed his hands on her ass-cheeks and began to caress them in circular motions. Coco moaned and her body tensed a little, feeling his hands travel from her buttocks to her hips, rubbing them gently, before they returned to her ass, giving a jiggle as Caramel massaged them. “Shhh, it’s ok. Relax,” Caramel said giving her a short kiss on her lips. “Just relax and let me give you some love,” he saw the mare blush a little and then bury her face in his left shoulder.

“Mmmmmm…..Feels…...nice,” Coco moaned, her voice coming out a bit fuzzy. She heard Caramel chuckle before he continued to move his hands around her lower body, going to her waist, to her hips, up and down her back and ending with her rear and thighs, before repeating the cycle. He never groped, gripped, squeezed or did anything else aside from rubbing his finger against her fur, sometimes even in a ticklish manner. Around a minute or so Coco felt Caramel was moving to his left while holding her close. Soon, she realized he was lying her on the beach chair, her heart beating so hard she was sure Caramel felt it across her breasts. And a few moments later her back and head touched the chair softly, he pulled away freeing her face from his shoulder, looked at her at the eye and then kissed her; their tongues lapping and dancing around freely.

Caramel ended the kiss soon after and straighten up, each one of his legs at either side of the chair while Coco’s long, slender legs rested one on each of his shoulders. His shaft resting against her wet, winking and warm marehood. He pulled his head back to see her quivering form, her hands barely covering her nipples and jiggling breasts. She looks absolutely adorable, he thought before taking a hold of her right leg, resting on his left shoulder, and pull it away just enough to then place it over his right shoulder alongside her other leg; creating an enclosure around his shaft. He kissed her right leg twice before he started to rock his hips back and forth, the underside of his phallus rubbing against her pussy making her moan while she bit her lower lip; she let out an occasional louder moan each time his medial ring rubbed against her winking clit.

The stallion blushed seeing her adorable expressions and her graceful, bouncing breasts (he just couldn’t get enough of them); her lovely erect pink nipples fueling his desire to grant the mare a pleasurable experience. Half a minute later Caramel stopped his teasing, believing it was enough for her to be more comfortable and familiar with was about to happen. He put her right leg back on his left shoulder, moving back as he did so, until the flat tip of his phallus rubbed alongside the lips of her undoubtedly tight cunt. Caramel took a moment to align himself against her moist entrance and looked at her.

“Are you sure?” he asked one last time.

Coco Pommel looked back at him, the idea of being filled by Caramel’s throbbing shaft like never before flashed through her mind making her feel both scared and excited; the latter being the strongest sentiment. She nodded and a moment later she began to moan as Caramel began to push forward inside of her passage.

“Ah!” she yelped in surprise the moment Caramel let out a small groan followed by hard push and then being suddenly filled in a single stroke by almost half his shaft. She could feel his medial ring pressing against her quivering wet entrance. It didn’t hurt her as much as she thought it would but it didn’t felt all that pleasurable either, but since this was the first time her pussy had been stretched to such a degree she didn’t know what to feel or expect. Not even her dirty and more private talks with her surrogate teacher, Rarity, could’ve ever prepare her for this.

“Are you alright, Coco? It’s not painful, is it?” Caramel asked with concern.

“N-no, it’s fine,” Coco replied with a smile and a couple of tears falling down her eyes. “I’m j-just *moan* h-happy, that’s all,” she said trying to sound as convincing as she could muster, which in truth, was half true.

Caramel knew she wasn’t being completely honest but decided not to budge, she clearly wanted to continue and so did he, and now he had no reason to be worry since the worst had already come to pass. He began to push the rest of his member inside Coco’s tight love canal hearing her groan and moan while her serpent like vice around his dick made it difficult for him to hold his horses back. Coco was certainly much more tighter than Milano but the older mare’s cooch was much more hotter and controlled. He could feel Coco’s inner muscles clamp all around him giving him a tight, loving massage; so tight in fact it was difficult to move. But finally, after what felt like blissful hours, his hips met hers and they both breathed out a long, drawn moan of pleasure and satisfaction.

Caramel saw Coco stretch her arm up to him freeing her breasts with a small waggle. He let her legs fall to each of his sides while their position changed slightly. Now she could now wrap her free legs around his lower back brushing past his tail. His hands landed at each side of her face while he leaned in until their lips touched forming a simple kiss. Time froze for both of them for a few seconds, simply sharing the warmth and pleasure they were sharing, before his hips began to rock back and forth slowly.

She broke the kiss, a cute little whimper escaping her lips, when she felt the emptiness Caramel left inside her in his retreat. There was still pain mixed in between with spikes of pleasure that, with each of his careful thrusts, were starting to soon be replaced by nothing but pleasure making the pain vanish faster than she believed was possible. Less than a minute later almost everything she could feel inside her pussy was a light, gratifying pleasure and she moaned out passing her arms around Caramel’s neck, hugging him close.

“F-faster, please!” she managed to say and the stallion happily obliged by indeed increasing the speed of his thrusts and also the length of them; making her velvety walls clamp tightly around his shaft when he retreated, threatening to leave her empty completely, and welcoming him completely when he returned to her moist, burning insides. “Harder!” she yelled out and Caramel, pausing for just a second, obliged with a single hard thrust, buried his entire phallus inside her and his heavy testes slapped against her pillowy rump; her big breasts bouncing almost violently while brushing against his chest. “Ahhhhh!” Coco yelled in pleasure hugging Caramel tighter and burying her nails into his warm coat.

“That’s hot,” Caramel heard and glanced at his right letting Coco moan into his left ear, and saw Redheart slipping two finger inside her tunnel, her legs spread wide enough to expose her cunny and it’s peach rose coloring. While Milano fingered her still cum-filled pussy (a sudden wave of pride filled him at the fact it had been him that had filled her not too long ago) with one hand while the other was busy cupping and lifting her left prodigious tit up, her head leaning a little to capture the nipple pointing at her mouth. Milano moaned as she sucked it tenderly and leisurely, as Caramel notice a drop of milk trickle down the side of her voluptuous breast. His phallus throbbed at the captivating sight.

“More, please!” Coco moaned into his ear making Caramel return his attention to her and his thrusting increased in speed and force. “Yes, y-yes!” she yelled doing her best to meet his slapping hips with her own; her legs clamping behind him stiffly.

Caramel pounded Coco relentlessly for several minutes, her breasts brushing against him while her salacious moans and clamping tight vaginal walls drove him onwards. He moved his left arm, shifting all his weight and support on his right one, and grabbed her right breast with the space he had, groping and squeezing it with care. A minute later he felt her whole body suddenly begin to tremble, her moans came to a halt as she bit his shoulder painfully and her walls constricted against him like never before making him groan and moan at the same time. He then heard a low, guttural moan come from her and a gush of warm fluids splashed against his crotch running down his balls and thighs.

A moment or two later Coco let him go while she slumped back into the beach chair, her breathing rapid and faltering in between moans with a satisfied expression. Caramel retreated, the curves of his lips forming a smile, his objective complete even though he was still away from reaching his own orgasm. His gaze was fixated on Coco’s panting and post-orgasmic form when a loud shifting noise made him remember the other two mares at his right. He glanced at them and his heart skipped a beat.

Redheart was lying on the beach chair on her side showing her back to him, she was glancing back at him with a wanton look in her eyes while she used her right hand to spread her ass-cheek enough to let him see her rosy pucker. Meanwhile, Milano was smiling at him, a droplet of her milk running down her lips, as well as couple running down her left tit, sitting at the far end of the beach chair at Redheart’s hooves while she smirked at him sensually.

“Fuck my ass, darling,” Redheart purred while Milano got up from her seat and made her way out of the vision of Caramel.

Like a mosquito attracted to the light of a lamp, he too was drawn to her lying figure, his eyes solely focused on her rosy asshole; it slightly spread apart while it winked at him in a manner similar to that of a pearly mare clit but not quite. His phallus throbbed with anticipation at the chance to have anal sex for the very first time, one of his fingers already experiencing the pleasure of her tight hole. Before he could realise his own actions his body had already laid down against her in the beach chair, his erection pressing in between her sublime ass-cheeks while his hands had found their way to her large breasts.

Redheart breathed out a content moan. “You really like *hnnnng* our breasts, don’t you?” Caramel responded by groping her breasts above her nipples hard enough to make her yelp. “I’ll *moan* take that as *moan* y-yes,” she guided her right hand behind her rump while they both parted silently, creating enough space for her to slip her hand and take a hold of his cock. She gripping tightly whilst doing her best to guide it to her forbidden hole. Caramel kissed and bit on her neck while his hands kept playing with her breasts making her moan in ecstasy and her task more difficult. Until, finally, the flat tip of his cock pressed against her tight asshole.

Caramel shifted his right hand from her right tit to embrace her stomach instead, ready to gain support for the upcoming rutting. He snorted in anticipation while his left hand still played with her left tit; glancing back he managed to see Milano helping Coco sit on their beach chair while they groped each others breasts, making them jiggle, waggle and bounce delightfully from his point of view. He heard Redheart whine in protest and uttering a fast apology he began to press his hips forward while using his right hand to press Redheart against him, and his left hand to pinch and twist her nipple. She moaned out loud when the head of his phallus made its way inside her impossibly tight and warm hole, and much like it did with his finger it clamped around it hungrily. A few seconds later he found himself pressing his hips against her buttocks, the entry of his shaft eased in vast majority thanks to Coco’s substantial love-juice coating.

Redheart sighed in satisfied relief. “Y-you fit me *moan* like a g-glove, dear. Now, don’t hold back *moan* and g-give it to me,” she said with some difficulty; the throbbing member inside her rear hole making it hard for her to concentrate properly.

“As you wish,” Caramel replied before moving his hips backwards a few inches and then slam them against her rear for a second time, making Redheart moan loudly. He increased the pressure of his right arm while his left freed her breast and wrapped itself below them; making him hug her from behind before he started to pound her with long, hard thrusts.

“Ah! Ah! Ah! AH!” Redheart moaned and yelled at each thrust made by the horny stallion, her plump ass rippling and bouncing, too.

“Fuck it’s tight!” Caramel said increasing the speed of his thrusts. “Anal is so awesome, Redheart,” he breathed out before nuzzling her mane, planting a small kiss. In response she moaned loudly and her anal muscles clenched even harder around his phallus. “And your moans are so cute, too!”

“Y-you --Hnnnngg!--fl-fl-flatterer --Oh Luna!--keep saying t-things like that and ---So deep!----and w-we might fall for you!” she managed to say in between moans and screams.

I don’t believe this mare, even now she keeps teasing me! Caramel thought amused before he gave her a particularly hard thrust making her entire body rebound at the same time, and her to scream her pleasure out loud. Letting go of all pretenses he let his inner animal free and began to really start pounding her ass hard and fast, eager to make her cum and to reach climax himself.

Redheart yelled loudly, Caramel’s thrusting being rough and firm enough to keep her body in a constant rippling movement, causing her breasts to smack against his left arm loudly and even against her own chin in those sharp, deep thrusts. She moved her right hand and placed it against his right one, their fingers soon intertwining while the rest of his arm kept the pressure on her body.

They didn’t know how long they went at it but finally their nethers began to hurt and their movements turned more erratic and mismatched. Redheart screamed to the heavens when her orgasm hit her first, her entire body convulsing as though being electrocuted making her muscles twitch and clamp like never before around Caramel’s phallus. A second later she heard him groan and bury himself deep inside her ass, right before an abundant warm substance filled her making her feel suddenly full, cum filling her rear hole to the brim, to the point that it started to leak out and all over Caramel’s submerged cock.

Their orgasms died half a minute later but they stayed merged while their post-orgasmic bliss passed. Their breathings brassy and quick while Caramel had his face buried in her pink mane and his arms held her tightly against him. It had been a perfect little moment for them both. A minute or so later Redheart’s breathing had normalized enough to let her giggle.

“You were amazing, Caramel, thank you,” she said while urging Caramel to set her free. “I so needed that.”

“Tell me about it,” he said granting her request and separate once again. It took a tug and a whimper but he managed to pull his semi-erect cock out of her tight rear hole making a small pool of his cum flood out of it. Shakily, Redheart got to her hooves, giving Caramel a good view of her slightly gaping rear and soaked legs, and turned to see Milano and Coco sharing a kiss while they teased their nipples together, MIlano’s funbags nearly enveloping Coco’s. Caramel got up before Milano ended her kiss with Coco and glanced at the practically unseen sun in the distance.

“As much fun as we are having, I think we should continue this in our bedroom,” she burred, her breast quivering enticingly. “There’s not much light left and it’s getting kinda chilly, even if things are kinda heated here~”

“I think so, too,” Redheart said while she walked past them. Her pacing erratic and sluggish due to the soreness in her ass. “And I bet our dear Caramel deserves a well earned rest.”

“Not quite,” Caramel said looking down at his hardening member. “I did say I could go on and on, at least for a while, didn’t I?” This time, to his surprise, it was Milano and Redheart that blushed for a moment before Milano got up helping Coco along the way.

“My, my. Such a beast you turned out to be, Caramel~,” Milano sang from where she stood prompting the stallion to go red in the cheeks, “Are you perhaps trying to seduce us? Make us your mares?” she said teasingly.

“.......Maybe,” Caramel said creating a short silence between them.

“Let’s get to the house then, we’ll settle this there, love,” Redheart said with a smile and a blush on her face similar to that of Milano’s and Coco’s.

The three mares gave a giggle as they began to walk back to the beach house, not bothering to pick up their discarded bikinis, completely content with being in their all natural, sublime glory. Caramel’s eyes were pinned to the clapping, bouncing asses of the trio, their puckers looking enticing to him, even Redheart’s, which was still partly gaping from his cock-ride. Trailing further down, he could see that all their pussies were drenched, even more than he remembered when he was fucking two of them.

*A few minutes later inside Caramel’s room*

“By Celestia teats!” Caramel shouted followed by a long moan.

He was wrong, oh so dead wrong.

Caramel was sitting at the foot of his bed, fighting the urge to not have his cock explode, as his rod was enraptured between Milano’s and Redheart’s massive mounds. Both of them kneeling by his sides, looking at him with a small but devilish smile while pressing their tits against each other and using their hands to rub them up and down against his shaft. Unlike with Coco, Redheart’s EE tits were holding well against Milano’s F cups, their nipples digging into each other, and the milk from Milano’s still leaking teats were smudging all over Redheart’s.

Meanwhile Coco was kneeling in front of him watching mesmerized at the two older mares performing a double tit-fuck for Caramel. It had been no more than ten minutes after the four of them entered the house that they made their way to Caramel’s bedroom. Their affair continued with some kisses, a bit of breast play and a fair share of teasing, before Milano and Redheart double teamed against Caramel without giving him a chance to fight back (not that he seemed to be putting that much of an effort to begin with).

She watched silently at the scene she honestly thought was only possible in her novels; her own moans overpowered by Caramel’s and his undoubtedly pleasuring experience. Coco glanced at her breasts finding her hands rubbing and groping them without her noticing, she gazed at her nipples for a moment before a naughty thought made its way into her brain. Cupping up her modest E sized breasts she blushed momentarily before sucking at her own nipples; curious to taste them herself.

Caramel saw Coco suck her own nipples, one at a time, her tongue dancing over them ever so tenderly while she breathed and moaned at her own actions. He suddenly felt the grasps of the two pairs of breasts had on her cock tighten and the bobbing of the mares boobs increase, he groaned feeling their warm and soft coats brush against his entire shaft while their perky nipples would brush him now and then. He felt his hips getting tingly and then he began to thrust them in time with their bobbing. He had to admit, a tit-fuck felt amazing, but a double tit-fuck? Now that was another fantasy to kick off of his list. He smiled dumbly as he fell back to the bed but his hips never stopped their thrusts, eager to enjoy the feeling as much as he could.

“You seem *groan* to be quite eager, dear,” Milano said pressing her breasts against Redheart’s and his cock more, her hands sinking into her giant tits. Caramel snorted in response.

“Do you like *moan* fucking our big, soft, juicy breasts?” Redheart asked while imitating Milano’s actions.

“Oh fuck yes,” Caramel breathed out letting a loud groan escape his throat. “It’s the bucking best. Your tits are *groan* so big and mushy and warm and *groan* perfect and soft…..sweet Celestia, *loud moan* I’m close!”

“Already? But we wanted to play more~” Milano giggled. “Isn’t that right, Red?”

“Oh yes, at least *groan* our big, strong and talented stallion *moan* is going to reward us with a creamy treat~” the white mare sang making Caramel speed up and increase the volume of his grunts.

“Shower us, love! Cover us *moan* with your warm seed!” Milano said increasing the pace of the bobbing, making both of her nipples touch the head of his phallus.

“AAAHHHHHHH FFFUUUUU-----!” Caramel screamed before being cut down by one of his own groans while the first spurt of cum flew out of his penis and landed all over their breasts, quickly followed by a second spurt and then a third; all of them covering their giant bosoms in his spunk. Shortly after his last spurt shot and his orgasm died down could he speak once more. “M-more,” Caramel whispered dumbly feeling his phallus still wrapped by the heavenly softness of the big breasts of two beautiful mares. He felt his cock twitch springing to life once more.

“You *moan* are insatiable, dear,” Milano said truly impressed at the stamina Caramel was currently showing, while she and Redheart cleaned what cum they could reach with their tongues, while passing swipes along the side of Caramel’s drenched cock, eliciting a hiss from Caramel.

“I say,” Redheart commented with a giggle. “I think *moan* our dear Caramel *moan* deserves another go?”

“I think he does,” Milano agreed while the two of them sinked their hands into their pillowy mounds again and resumed their previous bobbing on his mostly hard and still quite sensitive phallus, pushing their nips into the others’ tits.

Caramel moaned out loud feeling his lower half tingle and melt away in shivering pleasure. This can’t get any better, he thought happily. And again he was proven wrong when he felt something warm and wet trace against his ball-sack making him yelp in surprise.

“That’s the spirit Coco,” Caramel heard the voice of Redheart before one of his hearty testes was completely enveloped by a warm and wet cavernous hole. It didn’t took him long to figure out it was Coco…..sucking one of his balls while she fondled the other slowly with her tiny, feminine hands; groping and tugging at it like it was an orange. Meanwhile his dick was being assaulted by a second titty-fuck by Milano and Redheart making him quiver under their mercies. The two mares congratulated Coco for joining them and then proceeded to speed up a little their bobbing. Both totally different but equally fulfilling experiences making his hips thrust when he could find the balance and, much to his pleasant surprise, their actions seemed to relax him instead of driving him into another quick orgasm. Caramel looked at the ceiling, his moans and breathing echoing around the room, and decided to enjoy this new pleasure to its fullest.

“Wish I could --hnnggg!-- do more to r-repay you,” Caramel moaned out.

“Believe us, dear *moan* you already do,” Redheart said while watching Coco tend to his needy balls. “I didn’t thought *moan* you had it in you, Coco dear,” Coco replied to her tease with a long moan. “Are they tasty?” Coco moaned again, sucking the teste in her mouth harder making Caramel’s hips buck once and him to snort. “Mmmmmm~, I’m sure *moan* they are,” Redheart and Milano giggled.

The three mares kept a steady, unbroken motion for almost an entire minute until he felt Coco let go of his ball-sack and a second later press her breasts against his testes, encapturing them in the valley of clouds that were her breasts.

“Sweet maker,” Caramel mumbled out, his cock twitching furiously as he tried not to blow his load at the surprisingly kinky act of Coco.

“That’s…..quite creative,” Milano said, impressed, while both she and Redheart slowed down their bobbing breasts a little and stared at the third mare.

“I’m a *heavy breath* fashion d-designer *moan*; creativity is my *heavy breathing* forte,” Coco replied with an uncharacteristic cocky smile. She pressed her sizeable boobs against Caramel’s balls further, the softness of her pillowy mounds clashing against the sweaty musky skin of his ball-sack made him groan even louder. She inhaled deeply taking in the mixed powerful scents of her friends, herself and that of Caramel, pushing her to continue with her assault.

Coco used her breasts to press, slip and massage his balls in between them for almost half a minute, each glorious second bringing Caramel tremendous levels of pleasure and fulfillment for her. Her breathing was erratic and slightly elevated as she and her friends continued, suddenly, a thought invaded her mind. A naughty, dirty thought. She licked her lips nervously before she started to move upwards. The other two mares were confused for a moment but caught on on Coco’s intentions soon enough and smiled at her in silent praise for such an idea.

Moving slightly to the foot of the bed, pressing their bodies against Caramel’s thigh-sides, they made more room to their friend in the center; right between Caramel’s spread legs. He could feel them shift and the movement their breasts, nipples included, caused against his nethers until they were properly resting at each side of his lap in three different directions. Coco’s angelic teats pressing nicely against the base of his cock, much like the other two sets enveloping his phallus in a heavenly embrace of velvety, mushy-like softness . And only then did Caramel saw fit to rise himself just enough to see the scene in his groin.

“How do you like it now, love?” Milano said at his left side while Redheart occupied his right and Coco his center in between his legs. All of their nipples and part of their areolas pushing against his throbbing phallus letting him feel their perky, hard, warm and tender surface with perfect detail. A guttural groan was her answer and Milano giggled. “That much, eh? *moan* How about a little game?” Milano proposed irking the interest of her friends.

“Oh? What do you have in mind?” Redheart asked while Coco nodded.

“Caramel, love?”

“Y-yeah?”

“Could you shake your *moan* hips around a bit?” Milano asked sweetly while retreating just enough to create a little space for his cock to move. She signaled the other two mares to do as she did (much to the displeasure of Caramel) and the stallion did as told. He moved his hips around and to the sides with enough strength to make his erect phallus waggle around, each of his movements making a part of his shaft hit tenderly a boob or two of their collective tit-circle. “Yes, just like that.”

“Ummm, excuse me, Milano? I don’t understand what’s going on,” Coco said eyeing the waggling cock.

“We’ll play ‘Catch the Cock’ with our breasts!” Milano said smiling proudly.

“Catch the….cock,” Redheart droned.

“Yeah!” Milano exclaimed happily. “My sister plays it all the time with her herd mates, she says it’s fun and I want to try it out,” she turned to see Caramel with a little pout. “You don’t mind, darling, right?”

Caramel had a dumbstruck expression but his hips kept moving on their own. The idea sounded odd and strange, stupid even, but there was no way he was going to say no to them now. “Not a….problem.”

“Excellent!” Milano cheered. “The rules are simple, we can’t use anything else but our breasts to try and catch Caramel’s cock and whoever catches it, will earn the right to give him a nice, short tit-fuck however you want, now go!” Milano said moving her body slightly to the sides and in and out in order to trap the phallus in between her two enormous balloons. Coco and Redheart were still confused but decided to join the fun and imitate Milano as best they could. It DID sound interesting enough. Meanwhile Caramel’s doubts were thrown out the window at the mention of ‘tit-fuck’.

Surprisingly enough, it was Coco whom had caught his cock first just a few seconds later it had started, its movements halted by her two lovely mounds. She swallowed bringing her hands up and grabbed the throbbing cock below its tip; its warmth giving her a sense of confidence. She pushed the cock in between her boobs just a two or three inches in before her hands began to pump up and down his visible shaft until they reached his medial ring.

Caramel let out a long moan feeling the warmth and softness of her breasts in the lower half of his shaft, while the upper half was being caressed lovingly by her hands; her thumbs focusing a few strokes all over his flat tip whenever they could, sending multiple waves to pleasure up his spine. Soon, far too soon in his opinion, she let go of his cockand he quickly resumed his shaking.

“Nicely done, Coco!” Milano congratulated. “When I said short time, I meant no more than a few seconds, hope you don’t mind, love?”

“No!” he yelled feeling his cock slapped loudly against Milano’s left breast making her fakely yelp and him to moan.

The next one to catch it was Milano. She clapped her hands together a couple of times before using her hands to spread her breasts apart just enough to take a proper hold of it. She then giggled right before starting to shake them; even managing to spray a few drops of her milk around and making Caramel’s cock rub and slap at each of her F cup breasts at the same time.

Caramel could only see stupefied at the scene and moan occasionally, after a few short seconds Milano set his dick free and his shaking began automatically. Just ten or so seconds later Redheart caught it and, before he could react, leaned forward and gave his tip a long lick and soft kiss. With that she let go and his shaking hips revived. The game went on for almost two minutes, each time the mares would try something new or give him a short breather. He wasn’t keeping a score, but he was sure Milano had caught his cock the most.

The little game (one that he prayed it could repeat again just to feel that marvelous trio of angelic breasts pressed against once more) ended abruptly by all of them pressing their massive tits against his dick, holding in place like a proud tower of a castle. Best game I’ve ever been part of, Caramel thought to himself with a low sigh.

“Are you sure *groan* I’m not dead and in heaven?” the trio of mares giggled, sending ripples and small waves along their breasts to his shaft; their weak waggle and trembling made him groan and moan at the same time. “Because it s-sure feels like it,” he said with a satisfied smile, his dick pulsing in a similar manner.

“You’re very much alive, dear,” Redheart answered pushing her large melons up, deliberately brushing her hard nipples all over the side of his phallus, almost touching the flare of his cock-head. “Very much alive,” she repeated seeing glob after glob of pre came out of the top as it throbbed.

“That’s not fair, Red,” Milano said with a slight frown seeing her friend return her breasts down and then bring them up again in the same manner. “Always trying to be the show off~” Milano sang teasingly before imitating the motions of her friend bringing a curse and the loudest groan yet from Caramel. “Coco, dear, why don’t you *moan* help us out?”

“With pleasure,” Coco answered with a smirking grin before starting to do the same motions as her two friends against the fire hot phallus; the four of them moaning faster and louder as their service continued. “It feels so goood!” she moaned out letting her tongue loll out of her mouth. “My nipples *loud moan* f-f-feel so good,” Coco moaned again, her nipples caughting some of the dripping pre and going up almost reaching the cock-head.

“You’re killing me,” Caramel managed to slur out, feeling the irregular massage the three mares were giving him with their nipples. Milano was surprisingly slow and tender on her endeavour while Coco was far more energetic and eager, meanwhile Redheart was taking faster and pressing harder; her breathing the most rash and her moans the loudest. “Don’t stop, please!” he said feeling his sensitive balls swell in approval, similar to that of preparing for an orgasm. “That feels so weird but good!!”

“Girls!” Redheart said loudly gaining the attention of the other two mares. Her breathing rapid and shallow; it was clear she was reaching a climax of her own. “Follow my lead!” she said before reaching the tip of Caramel’s shaft and, using her hands to guide her, pressed the tip of her nipples against his cock-head (soon joined by Milano and Coco) and began to softly caress the surface of it. Their nipples touched and danced on the surface while also brushing against each other, Milano’s leaking a few drops of her milk only for it to be spread all over the cockhead by their nipples.

For Caramel the feeling was unique and positively weird. Their nipples were perky and hard but just enough to apply any real pressure, not to mention their warmth and softness; the extra lubrication of his pre and Milano’s milk made it easier for the mares to service his cock even more. He especially liked it whenever they brushed against his urethral orifice. Their moans and light grunts aroused him to no end, even though Redheart’s moans were the loudest for some reason, her breathing rapid and shallow. He suddenly heard her grunt loudly and pulled away.

“Oh fuck!” Redheart shouted as she fell back, her legs trembling wildly and her breasts bouncing without control. “Oh fuck!” she repeated before hitting the floor, her entire body trembled laying softly, legs spread while her body spasmed on the floor.

Caramel got up from the bed, suddenly freed by the other two mares, to see what was happening to Redheart. He quickly kneeled at her side seeing her quivering, panting form and took a hold of her right hand. “Are you alright, Redheart?” he asked cautiously, worry dripping his tone. “I-I didn’t hurt you….did I?” he knew it was unlikely but he still feared that would be the case.

“Just in *moan* a good w-way,” Redheart breathed out while Caramel now took notice of the small puddle below her legs. “G-give me a *moan* moment, dear,” Redheart pleaded with a happy smile while letting go of Caramel’s hold. “First time I’ve *moan* I’ve h-had an orgasm *moan* with j-just my...nipples.”

Caramel blushed slightly and got up. He heard the springs on the bed cushion something heavy and turned to see what it was. He saw Milano resting on the bed with Coco on top of her, their impressive bosoms pressing against the other and their rears fully exposed for him to see, Milano’s legs helping Coco to stay spread; even their tails were put aside in order to show him a full view of their drenched, practically glistening pussies, clits on top of the other winking in perfect rhythm and their sweet puckered rears. He blinked once, twice, his cock twitched and his mouth turned agape.

“What’s the matter, love?” he heard Milano speak teasingly. “See something you like?” she shook her hips at the sides as best her position allowed her, also shaking Coco’s rear alongside hers in an enticing sway. Their dripping openings, both of which he had the fortune to be inside of, leaking their juices at each movement while their clits winked continuously. He heard Coco before Milano spoke again. “Which will you choose, dear?”

Then he felt his mind blackout. He snorted loudly and took the three steps he needed to reach the mares.

“EEEP!” Coco squealed feeling the hands of Caramel land on her buttocks, squeezing and spreading them as he pleased but without hurting her, and press most of his rock hard shaft against the outside of her hot, wet cunt. And judging by the gasp of Milano something also pressed against her own cunt. “C-C-Cara...mel?” Coco asked nervously and aroused at the same feeling herself wetting even wetter and the hot breath of Milano against her face; her breasts pressing against Milano’s to the point where, even though hers were larger by a considerable margin, she could feel her nipples touching Milano’s perfectly, almost like they were kissing. But aside from that he was still as a statue.

“W-what’s wrong, deeeeaaaAAAAHA!” Milano began to say but soon found herself squealing in surprise.

“Mmmmmmfff!” Coco moaned loudly while the hands of Caramel groped her ass and massaged it roughly, his fingers digging into her coat, sinking into her soft, luscious asscheeks.

Caramel neighed, his hips and balls pressed against two dripping wet and fire hot pussies, while his dick rested snugly in between them pushing their clits back; allowing him to feel both of their precious pinky pearls pulsate while their cunts began to drench him with their sticky love juices.

“B-be careful, dear!” Milano moaned out, all sense of teasing gone from her tone now replaced by ecstasy and uncertainty. “They *loud moan* are sensitive!” the mare warned while Coco trembled atop of her. She could feel the pressure on her breasts and body, the weight of Coco’s body being easy to handle (she was lighter than she appear). Seeing her flushed face time seemed to stop for a second or two.

Then the mares felt Caramel pull back, his hard phallus rubbing against their clits and pussy lips sending multiple waves of pleasure and electricity up their spines and body. Then, with a rather dark snort, he thrusted his hips until it made a loud slapping noise against Coco’s marehood while his balls did the same with Milano’s; both mares tried to yell but only managed to gasp at the overwhelming feeling their tender pearls were now receiving. It didn’t last longer, however, the phallus retreated quickly and then slammed against them again; rubbing against them relentlessly and making their bodies shake wildly.

“Ahhhhhhhh!” both mares yelled out loud before Coco leaned in and rested her head on Milano’s left shoulder. Caramel, seemingly unaware of the state of the mares, kept pounding them making their juices overflow and coat his proud stallionhood with them. His hands squeezed and groped Coco’s backside fervently, eager to feel more of her plump ass between his fingers and palms. He could hear them moan, yell and even scream at his rough treatment and that drove him wilder. Using his thumbs he began to spread her pucker whilst rubbing it tenderly, making Coco quiver even further and moan louder.

Increasing the speed of his thrusts Caramel was starting to reach his limit, the moans of the two mares driving him onwards despite everything. He pressed his thumbs together as he tried to enter the warm, sexy and tight plot hole of Coco. He teased and prod it, his own pace speeding up every second. He didn’t knew how much time had passed or what was going on around him, all he knew was that it felt amazing. Something that he controlled, that he desired and was not going to let go no matte---

“S-stop, please!” Coco managed to yell out, gently held by Milano’s hands.

In that instant Caramel stopped and let got of Coco’s asscheeks, allowing the winded mares to catch a much welcomed breather. He looked at were his dick was nestled and felt ashamed for acting the way he had. “I---I’m sorry, I didn’t mean to….be like that,” he said regretfully, fearing he had really hurt them in some way. His fears, however, were soon replaced by mild confusion when he saw Coco’s hands find their shaky way to her asscheeks and, after two slip-ups, she spread her hole enough to let Caramel take a glance of her rosy insides. He looked at her pucker for a few seconds, noting it twitch once or twice before looking down to her face. Coco was sweating, flushed and had some trouble keeping her breathing in check while Milano kissed her cheek sweetly. Then Coco turned her head to face him just enough for him to see her right side of her face, slightly covered by her mane.

“Please….*heavy moan*....I want….*heavy moan*....please,” Coco pleaded stretching her asshole just a bit more; her plead and desire all too obvious for Caramel to ignore. The stallion glanced to Milano for just a moment and the look in her eyes told him all he needed to know, but more than that, there was no resentment for his momentary loss of control (for which he was relieved), if he had actually hurt them he wouldn’t be able to forgive himself, of that he was certain.

Slowly he pulled back making both mare moan and groan while his dick massaged their sensitive clits along the way. Soon after his dick was free from its warm embrace and Caramel moved and positioned himself in a comfortable position, the head of his phallus pressing against her opening and her hands let go only to be replaced by his own letting him feel the incredibly warmth it was emitting; it also felt strangely relaxed, almost like she was expecting this to happen. He knew Coco wanted this, that much was obvious and true, but he still had to ask or else risk losing control again and really hurt her.

“Are you sure?” he said in a worried tone yet barely louder than their breathing and the occasional moan.

“Please,” Coco pleaded. Caramel nodded and started to massage her asscheeks gently while proding her rear entrance, making her moan in wanton desire. His cock-head backed away for an instant before being replaced by his shaft and his hands pressed her buttocks together, capturing the stallion meat rod in between her second set of heavenly snug softness. He began to rock his hips putting emphasis on caressing her hole, especially each time his medial ring touched it.

“Don’t tease her like that, dear,” Redheart suddenly said behind Caramel, hugging him and driving a hand in between his legs and grabbed his heavy ball-sack making the stallion groan. “Give her what she wants,” the white mare whispered to his ear while her hand and masterful fingers fondled his balls ever so tenderly. “Make our dear Coco Pommel squeal,” she squeezed his balls hard enough for him to buckle and moan. It didn’t hurt but it wasn’t exactly pleasurable either, it felt good but in an odd way. Caramel breathed out heavily and his body obeyed Redheart’s request, driven by the promise of hearing the usually shy mare scream his name.

“Cara….mel,” Coco moaned out. “Fuck my ass, please,” she begged feeling the tip of his dick press against her backdoor opening and throb madly, feeling its warmth and hardness one more time.

Caramel snorted feeling the pressure on his balls ease up and Redheart backoff, he saw her slowly lay beside the two mares and gave Coco a short kiss on her lips. “Do it, love, but be careful,” she leaned and kissed Milano. “She’ll be tighter than me. And Coco?” said mare hummed in response. “If you don’t like it, just say so, alright?”

“Alright,” Coco whispered a second before Caramel began to press against her tight hole. Her heart was beating wildly and she could feel herself trembling in anticipation, Milano’s warm and soft body giving her comfort while Redheart assured her she was going to be fine. “Nnnhhhhg!” Coco groaned feeling the head pop inside her hole, stretching her like never before in her life. Inch by inch she felt her (mostly) inexperienced hole accommodate the girth of the phallus intruding her.

Caramel, for his part, had never felt such tightness before. Not even with Coco’s virgin pussy around half an hour ago. With Redheart he had fit rather easily compared to Coco and wondered just how tight it would be if he hadn’t been so generously lubed with mare-juice prior. The heat of it and just how hard she would clamp around his shaft made him moan the more he sank inside her, her moans and groans making it hard for him to hold back his approaching climax. Finally his medial ring hit her entrance and he stopped, not wanting to hurt her just for his sake. He sighed and looked at Milano; suddenly feeling he was leaving her out he reached down with his right hand until his fingers touched her moist and burning outer lips.

Milano yelp at his sudden touch. “Y-yes dear, just like *moan* like that!” she moaned out enthusiastically as she felt his thumb invade her cunt while two of his fingers caressed her butthole tenderly. Her entire body shivered at his touch, sending small waves of pleasure while Coco’s body pressed down on her gently, their big, soft, luscious breasts pressing with enough force to let her feel her agitated heart.

“It...it hurts,” Coco said in a pained tone feeling Caramel retreat slowly, it wasn’t unbearable but it stung quite a bit. Her most experience in that particular area had been with something half the size and girth of Caramel. She moaned out and clenched the sheets of the bed tightly. Redheart, seeing her distress, leaned in and whispered sweet nothings to her ear while also landing a few kisses on her cheek.

“Sorry,” he said after two or three inches of his cock backed out of her, relief there was no blood coating his member. Confident her pain would pass soon he began to push inside again until it reached his medial ring. He repeated the motion several times, in each one enjoying her tightness and warmth immensely while his left hand squeezed her buttock and his right played with Milano’s nethers. Well, I guess I’m really good at multitasking, Caramel joked to himself remembering his jobs.

After a couple more repetitions his thrusting speed and force increased making Coco moan louder, but more pleasurably too. But still he refused to push past his medial ring. His movements also caused her body to rock in accord with his thrusts, and soon the whole bed began to quink and squick at their combined rocking weight. Feeling a little audacious he pushed his right middle finger inside of Milano’s back-hole making her squeal out a heavy, hot moan. Smiling at his little success he began to push in and out both his thumb and middle finger at the same time, making the mare moan loudly, but still not as loudly as Coco. Diverting his attention to Redheart he noticed she was masturbating with one hand, easily plunging two fingers inside her soaking wet pussy making lewd, sloppy noises as she did so. Occasionally she would stop for a moment only to tease her own pearl for a few seconds before driving her finger inside her pussy again. Meanwhile her other hand caressed Coco’s cheek gently in an effort to keep the mare calm and secure; a tactic he was sure was working.

Coco began to tremble further and her muscles tensed much like Milano and himself. They were near their orgasms when they decided to take it to the next level. Gritting his teeth tightly he increased his pace making the mares moan louder. He glanced down past his thrusting member to see the pussies of the mares, more specifically their vulvas, rubbing against each other and their seemingly endless fountain of mare juice. He speed up the movements of the hand masturbating Milano, letting his fingers travel further inside while his hips increased in speed. And, by the sounds of it, Redheart was also catching up with them; the sight of her finger fervently gushing in and out of her marehood (plus the obscene sounds it made) driving him to his limit faster than he would’ve like.

Soon enough he began to feel a familiar sensation in his ball-sack and phallus alike. “I’m close, girls!” Caramel said while at the same time increasing the roughness of his acts.

“M-me --oh my Celestia!” Milano moaned out, her own hips jerking at the triple assault she was receiving in her pussy, her ass and her pearl. She looked at Coco on top of her. Coco had her eyes closed but her mouth was curled up into a dumb, happy smile. She had to admit, for her first time doing anal, even if it wasn’t nearly as intense as Redheart’s turn had been, she was really getting into it. Milano felt her anal muscle clench tighter than ever. I hope I can get a turn there, she managed to think before her world turned to white.

“Ahhhhhh!” Redheart yelled.

“I’m cumm---hhhnnnnnggg!” Milano screamed.

“Mmmmmmfffffff!” Coco whimpered.

“FUCK!” Caramel shouted.

The four of them came at the same time, with Caramel filling Coco’s ass with his seed while the three mares drenched themselves (and the sheets) with their juices. Caramel was currently on cloud nine, much like his three gorgeous partners, but managed to notice their trembling and slightly convulsing bodies over the pleasure their simultaneous climax achieved. Half a minute later he was the first to recover retreating his hand from Milano’s nethers and pulling his softening phallus out of Coco’s enclosure, her muscles fighting against his retreat stubbornly, and with a final soft pull his dick once again free; leaving only a partially gaping hole on Coco’s backside, and a very wet pair while the mare slumped forth and to the left, gently landing in between the older mares.

They were breathing rapidly and their coats were drenched in sweat, their bodies hugging close including their large breasts. The heavy musk of cum, mixed juices, sweat and heat made for an exotic and quite alluring scent if he say so himself. He sighed contently, his rod seemingly exhausted for the day. He saw the mares part slowly, Milano to one side and Redheart and Coco to the other creating a big enough space for him to rest on; a silent invitation to join them in their afterglow.

Taking it he slowly made his way into the free spot, laid on it and turned to rest on his back. Before he could even sigh or relax in his new position Coco moved on top of him, her large breasts pressing against his chest while her legs mingled with his own and her slick nethers pressed against his crotch, too. He blushed seeing her content smile before she leaned in to kiss his lips, the kiss only lasting two or three seconds before Milano and Redheart came close to him at either side pressing their bodies and breasts against his arms and their heads against his shoulders. The four of them laid on the bed together, quietly relaxing after their session allowing themselves to enjoy the quiet waves of the ocean and the warmth and company of their bodies for several minutes.

“Thank you, girls,” Caramel said with a happy sigh. “This is the best day of my life.”

“No need to thank us, love, we all needed it,” Redheart said at his right side. “And you were amazing,” she stated snuggling close to him.

Caramel huffed. “Amazing? I practically did nothing, you did all the job here.”

“Perhaps. But that doesn’t mean you won’t make up for it later~” Milano sang teasingly. “And I think our bikinis, or clothes in general, are going to be useless for the rest of the week,” she exclaimed rather happily making the other two mares giggle and Caramel to blush at the pleasant thought of seeing the three lovely mares in all their glory freely for the rest of their stay.

Coco didn’t say anything until she leaned in and landed a soft kiss over his lips. “Thank you, Caramel, I’ve never felt so...belonging before,” she kissed him again. “Thank you too, Milano, Redheart.”

Caramel swallowed as the two older mares thanked Coco, saying it was alright. “Hey, ummm, girls?”

“Yes?” the three of them responded in unison, intentionally pressing their bodies further against him.

“Wh-what are we now exactly?” Caramel asked nervously making the mares fall silent for almost an entire minute.

“I don’t know,” Redheart finally answered. “But I think it’s too early to think about that. They say time will tell, right?”

“I guess,” surprisingly the answer came from Coco. “I really enjoyed what we did,” he shifted and began to move down, dragging her soft coat and breasts against Caramel while her hands caressed him gently. “And what we still can do,” she said when she finally reached his groin section allowing his semi-erect phallus to be nestled in between her luscious breasts once again. She licked her lips seeing the surprised glimmer in the eyes of the other two mares and the blush of Caramel. “Don’t you think so, Caramel?” Coco asked pressing her breasts together making his dick harden more.

The other two mares moved from his side and Caramel felt a small tingle in the back of his head. Something similar to a realization or a vague thought.

His best day of his life wasn’t over yet. And he hoped not by a longshot. Yet he also prayed he would survive it.

-----------------------------------------------------------*************************************************

*Some time later*

Caramel awoke from his peaceful slumber by a loud knocking. He rubbed his eyes and sat on his bed, the rays of the sun entering through the cracks of his window. Yawning he stretched letting the gentle feeling of soreness and relaxation to wash over him for a second or two. He smiled and looked around his bed finding the three mares he had been dating for the past six months sleeping peacefully and smiled.

After their wonderful (and sex filled week) vacations Coco had brought up the idea to start a herd, which was a surprise since, while common, it could carry a lot of problems if done just on the rush. So he decided to ask them all three of them to become his marefriends and after explaining that he would take them to better know each other and then see where it would lead, they had agreed. Soon after that Coco Pommel established her shop in Ponyville in conjunction with Rarity. At first he was worried she was doing it all on impulse but it seemed that moving to work alongside her surrogate teacher was her plan even before their vacations.

And, he had to admit, dating them went better than he had expected. Dating Redheart and Milano went rather easily thanks to them being good friends beforehand, letting their growing relationship feel more natural and even normal. Although explaining to Button why his mother was dating him had been a little awkward but the colt accepted him in the end, stating that if Milano was happy then he would be too…..right before asking him for some bits to buy a new videogame.

Dating Coco proved to be interesting and delightful, she was funny, meek but not a pushover, gentle, generous and kind. Not to mention smart and even nerdy in some aspects. Slowly, the dates turned into multi-dates until he was no longer shy about taking all three of them on a date. He worked harder than ever to take them on dates they deserve, never allowing them to pay for anything themselves even if they were the ones that invited him to a date, just like last night. Although his ‘reward’ was more than worth it. All in all, starting a real herd relationship didn’t seem all that farfetched now, and he had to admit the prospect had a nice tone to it.

Another loud series of knocking pulled him out of his memories. He sighed with mild annoyance fighting his way out of his recently new princess sized bed. Once out of his bed he looked at the clock, ten in the morning it read and wondered who could be searching for him at that hour on a sunday. Pushing his wondering aside he put on his pants and walked to answer the door.

“Stay,” Coco said behind him making him turn to see her hugging a pillow and her eyes half-lidded looking at him. “Stay,” she repeated cutely before another series of knocking echoed all over Caramel’s humble house.

“Won’t take long, beautiful,” he said smiling at her before making his way to his door and then down stairs until he reached his door. “Who is it?” he said opening his door but froze when he saw none other than Sunny Drops herself in front of him wearing a yellow shirt and blue jeans. He also noticed her expression was one of sadness and relief mixed in between when she saw him and that she was also fidgeting slightly.

“Hello, Caramel,” she greeted with a coy smile.

“Sunny Drops,” Caramel responded with an emotionless tone, his face a picture of stoicness. “What are you doing here?”

“Caramy I-”

“Don’t call me that,” Caramel warned, his eyes narrowing.

“Of course,” Sunny Drops sighed sadly before locking gazes with him. “Caramel, I came to apologize and….to explain,” she said letting a few seconds of silence between the two emerge.

“Apologize and explain,” he said with cold monotony. “Why?”

Sunny Drops looked away for a moment before responding. “Because...I was wrong...and I was tricked. He, the stallion you saw me with that day, promised he could get me into the Cloudsdale elite but first I had to…..get rid of you,” a moment of silence followed. After seeing Caramel wasn’t saying anything she continued. “He told me what to say and how to act and I know what I did to you was horrible but I thought…..I believed it was my chance to fulfill my dream,” her eyes filled with a few tears. “I didn’t want to, but my greed got the better of me and I ended up accepting his offer,” two tears fell from her eyes. “I should’ve known better. And I regret ever leaving you, Caramel, my love. Can you please forgive me and perhaps….start over? I swear I never meant a word I said back then,” another short moment of silence between the two followed.

“You come to me, after almost year and a half, and that’s the best lie you can come up with?” he said in a slightly angry tone making her flinch. “Do you really believe I’m going to fell for that, let alone accept you back into my life after what you did to me?”

“I’m not lying!” Sunny Drops responded. “I suffered too much for what I did!”

Caramel crossed his arms. “Tell me, do you have any idea how much you hurt me?” Sunny Drops was about to answer but Caramel beat her to it. “No, of course you don’t. And I know you don’t care what I went through. But guess what? I had pretty amazing friends that helped me get over your treason and you.”

“Caramy, please! I didn’t mean to do it!” Sunny Drops countered.

Caramel snorted angrily. “I told you not to call me that. And back then it sounded like you meant it quite a lot, especially with all that moaning you were doing,” he snorted. “Sunny Drops…..I loved you, I truly did loved you.”

“I know! I loved you too and I still do!” Sunny Drops scoffed. “I mean it!”

“Are you quite finished yet?” Caramel asked without interest. “I have better things to do than hear your lies. Your left ear twitches two times when you lie,” Sunny Drops covered said ear instantly. “You want me to forgive you? Fine. I forgive you for destroying my heart the way you did, and I also thank you for doing so,” Sunny Drops looked at him confusedly. “Thanks to your treason I found something marvelous. I found true love.”

“Caramel, please, I know I did wrong and I regret everything I did,” she let go of her ear. It didn’t twitch. “But you know as well as I do that I’m the only mare in you heart, you can’t possibly forget me, our time together, just like th--”

“Caramel, come back already~” a soft, buffly voice sang from inside the house, soon followed by a few hoofsteps and finally revealing a blue nightgown clad Coco Pommel suddenly clinging to the stallion, right before giving him a short but loving kiss on his lips. The nightgown was obviously a size or two too small for her body, the borders adorned with white cotton puffy lines creating an almost innocent contrasts against her coat, while also doing an amazing job showing off her cleavage and most of her long, slender legs including half her thighs. “The bed's so cold without you,” Coco said nuzzling against the side of his neck outright ignoring Sunny Drops, and purposely rubbing her two large breasts against him in angle that allowed the golden coated pegasus to see her do so.

“Coco, couldn’t you wait a bit longer? I was almost done here,” Caramel said with a soft smile while putting his right arm around Coco’s waist.

“Done with what, dear?” Coco turned her head to see Sunny Drops. “Oh! Is she your friend?” she asked with a polite smile.

Sunny Drops snorted. “You found yourself a big breasted simpleton to replace the taste of a real mare like me, Caramel?” she scoffed again. “Just dump that bimbo slut and I will show you what you’ve been missing,” she licked her lips to put on emphasis.

“Oh, Caramel~” two other voices sang from the inside of the house making Sunny Drops suddenly turn slackjawed.

Caramel smiled while Coco’s expression turned serious as she eyed Sunny Drops. “Sorry, slut, but Caramel has three beautiful, loyal and loving mares to return to. I don’t know what you hoped to achieve or why you came here but I don’t care, just turn around, forget about OUR coltfriend and never return or else I’m going to make sure you never fly again, alright?” she suddenly smiled warmly at the now scared mare. “And by the record, I think Caramel is stallion enough to please the three of us multiple times. Cheap whorses like you just don’t feel anything with those loose cunts you have at all.”

And with that Coco kicked the door shut right on Sunny Drops face right before Caramel picked her up bridal style. She squee-ed and nuzzled against his chest.

Life looks pretty good right now, Caramel thought as he walked up the stairs to his bedroom. Once he reached it he saw Milano and Redheart already waiting for them to return to their snuggly nest of love. Yeah, life is pretty good right now, he thought again before slowly closing the door of his bedroom with a kick.

Running on Sunshine end.

Author's Note

Special thanks to all who read it!

Ebony Stallion was also a great help while writing this, if you like it give him some love, too!

Special thanks to Awesomeblaze99 for editing!

*Not really my field so I ask for forgiveness in advance if any of you don't like it!*