Babs rolled over and reached for her alarm clock. Even if it wasn’t going off, she still wanted to hear the news of the day, but she could find neither clock, nor bureau where it stood. Instead, she heard a splattering sound each time her hoof hit something, something cold.

Squinting her eyes open, she got a face full of grass and dirt. Pulling her left hoof toward her, she added mud to her complexation. Rolling onto her other side and trying to stand up, Babs saw she was no longer in her bed, or any bed. She woke up outdoors, in a sea of beautiful, pristine green grass, with a north morning blowing into her back. Dropping her ears and head to the ground, she accidently exposed her nethers to the wind, sending a cold but pleasant chill up her spine, invigorating her.

Standing again, she was struck with a sense of deja-vu looked around, searching for a landmark, the largest one staring her right in the face. An ocean, with the sun rising out of it was the largest thing she could find. She was about three kilometers from its sandy beaches, since it was sunrise that had to be roughly east, and a river was about four south of her, a steep hill lay beyond that, and several islands dotted the coast. Closing her eyes, she tried to figure out how any of this was familiar.

Gritting her teeth, she imagined herself looking out at Manehattan from Taggart Central Terminal, she had eaten at the Galt Club with her parents often enough, she knew what to look for. The Statue of Friendship was northeast. The Kamanchee River was south, Jacks south by southwest, and her home was…east, inland.

Babs Seed opened her eyes in defeat. If she was in Manehatten, she would be standing right where her house was. Sighing, she looked around at the rolling hills of grassland that sat in a duplicate of her Manehatten’s terrain, assuming the whole city did not disappear overnight, leaving her, of all ponies, lying undisturbed.

Shaking her head, she almost laughed. “No, no, no, no, no, no.” Her cousin Applebloom had seen some pretty crazy things in Ponyville, some crazier and amazing things since Twilight Sparkle had moved to town. If this was real, everything would be set back the way it should be soon, and she had nothing to fear. And if it wasn’t real, if this was some kind weird dream, it didn’t matter anyway.

Broken from her train of thought, Babs looked down at her belly, feeling just how empty it was. Serves me right for skipping dinner and going straight for the booze. At least she wasn’t hung over, again. Razor Blade didn’t like her showing up at her salon hungover. But when Razor Blade bought drinks for you without asking, she didn’t like to see them sit there and go to waste. Some good old fashioned grass sounded fine and dandy this morning; being the only thing on the menu did not hurt the matter.

Bending down for a big bite, Babs felt the wind try nipping at her marehood again. This time she swished her tail to cover her scissor Cutie Mark to allow this guilty pleasure of hers. She could toss her tail right onto her back, offer the wind no resistance at all, but a little resistance did make it special. Twisting her head at the pleasure, Babs smiled, almost letting a mouthful of grass fall from her jaw. Finally the wind died down and she shivered, feeling awake and ready to run a marathon.

Babs had taken up running shortly before getting her Cutie Mark. Not just running but training for an entire triathlon. Not that she intended to win, or even enter soon, but she wanted to compete one day. After finding her special talent in cutting everything from hair to paper to cloth, she changed her exercise routine to include weight lifting, to build strength, not muscle mass. She often found it difficult to explain how sexy she felt after an intense run or few hours at the gym, but she knew those were endorphins talking.

It wasn’t until one day five years ago she was climbing out of the shower at Sweet Apple Acres and got a new view of herself from the bathroom mirror. Is that…MY ass? Am I a marble statue or somet’in’? She saw how tight her skin was stretched over her taut, firm muscles, but she had seen that every time she looked at herself, it was not news to her. She spent the next five minutes looking over her body, concluding she needed another opinion before she jumped to conclusions about her being so…fucking hot!

Applebloom said she looked really good when they meet at the train station. Applejack, Big Mac, Sweetie and Scoots all said variations of the same compliment. It wasn’t until she went out to the new night club in town with the other Crusaders that she tried dancing and realized just how many eyes were on here, and so many were full of lust. She nearly let herself be taken home by a young stallion, Snips was it? He had a Mark similar to hers, and he knew how to sway her to himself. In the end she was rescued by his friend and his girlfriend dragging him away for one reason or another.

Babs pushed herself to maintain the body she saw in the mirror that day, and received an endless stream of compliments and flirts. Stallions and mares of all ages, sizes, and monetary holdings wanted her.

With her belly full, Babs decided to walk west. No point standing around, she needed to find someone else, maybe they would know what happened, and to her east was a sea. Cresting the hill normally up the street from her house, Babs searched far and wide for something of interest; all she could see was the next hill.

** ** **

After hours of a hiking, up and down hills and across simple plains, Babs drank her fill from the stream she was following for the past hour. Wiping her lips dry, she thought she saw movement out of the corner of her eye. Whipping around, she found herself face to face with a young unicorn colt; alabaster coat, three shades of blue in his mane, and a blank flank. He was bracing himself to dart away, his head low, one front hoof raised, he looked scared as hell. Ever since returning from her first trip to Ponyville, the only thing that interfered with her making friends was her body’s shape. Some stallions were too intimidated by her muscles to approach her, despite her usual smile and cheery attitude. Others figured she was simply gay, which was only half true. Even some children assumed she was a beast and might tear them apart if they misbehaved around her, this colt looked no different.

“Why hello. What’s your name kiddo,” Babs asked in her humorously thick accent.

The colt started to shy away and duck his head. “M…my name’s…Shining Armor,” he squeaked out.

“Almost didn’t catch that. ‘Shining Armor’ you says?” The colt nodded.

Giving her voice a sense of drama, she said, “My name’s Babs. What’s you doin’ here? With a name like that, you’s should be off on an adventure! Rescuin’ a princess from a castle, slayin’ a dragon, getting’ riches and bit-LADIES galore! Now, why are you here? Are ya lost?”

The colt kept his head down and nodded.

“So, why’s ya from?”

“Canterlot miss.”

“Ya know how ya got here?”

The colt shook his head.

Babs took a few tentative steps forward. “Look Shining Armor, I know you’s scared. And lost. So am I. But you don’t have t’ be scared of me, I wanna help you. But you need to tell me ‘bout yourself. Can ya do that?”

The colt slowly look up to her, clearly scared. “I just woke up here this morning. I tried going back to sleep, hoping that I would wake up in my own bed again, but it didn’t work. I miss my mom and dad, and even my little sister screaming…” His eyes teared up quickly.

Babs wrapped her front leg around him and pulled him close, letting him cry into her chest. Shining cried and tried putting his little legs around muscular frame, nearly hooking his hooves below her shoulder blades. “Don’t you worry none. I ain’t gonna let no-one hurt ya. You’s safe with me. I promise.” Babs gently patted his back.

The colt held many tears in, he had his pride to consider, even around a mare who looked like she could rip him in half. Pulling himself away, he looked her in the eye again, and saw how genuine her smile was, how brightly her eyes shown, he was held in awe by her shadow blocking out the sun, giving her a halo around her head. Standing up proud, he declared, “I’m ready to go with you Miss Babs. You help me find me family, right?”

“I don’t know if we can, but I’m gonna keep you safe until you do. Now, you’s seem pretty hungry. You eattin’ yet?” The boy shook his head. “Well, look around you! There’s more grass than you can eat in a lifetime! Have much as you want. And be sure to drink plenty water too.” She stomped a hoof in the stream, trying to splash him.

Shining Armor leaned down and picked a nip of grass before looking up to her expectedly. “Come on. You can do better than that. We got a lot’ta walkin’ ahead of us. And I don’t wanna hear, ‘Miss Babs! Can we stop for a snack again? I’m thirsty!’ Drink up too. I don’t know when the next time we gonna find a river is.”

He leaned down and grabbed a mouthful of grass and chewed thoroughly. Babs herself sat down and gave her hooves a short rest. She watched Shining trot between the tallest patches of grass, chomping down bites with more comfort than before. He looked up to her and smiled, filling her heart with joy at the thought, I think he trusts me. The last thing she wanted was to let him down. After eating his fill, he stepped onto the bank of the stream and leaned his face down to the surface, his tail wagging back and forth, giving Babs a clear view of his young testicles and penis.

Oh…my…word! She might have to ask him how old he was again. He spoke like a child, looked like one, acted like one, he trusted her like a child, but that was not a child’s cock. From where she sat, it looked almost as long as his torso, threatening to pass his front legs. It had a healthy length/width ratio, it’s raw dimensions would have been a prize on a full grown stallion. Being taller than him had not given her the chance to see it before, for which she was grateful. Cocks of all sizes drove her cheeks to fluster and her hinds to overheat. Closing her eyes, she began reciting the mayors of Manehatten in reverse order, it always got her mind off sex.

Babs Seed lost her virginity to a stallion she had her eye on for months a few years ago. He came into her shop, wanting something new, and she gave him a new style every time he sat in her chair. Almost a year past, and he asked for her business card, which she sneaked her personal phone number onto. A week later they were throwing back shots and stumbling around Jacks after midnight. A date every week lead to him inviting her into his bed and an unforgettable night. She would call it a marathon, lasting two hours, but she knew nothing yet.

He was into swinging, and when they were meet up with a couple he knew, Babs slept with the second stallion in her life, after meeting him only hours before. Their swinging club gradually grew bigger, and ‘switching partners’ became ‘sharing floor space’. Babs Seed’s first orgy was as unexpected as it was enjoyable. She was(the only one) still trying to work up another climax by the time the sun was rising, and she had been touched with the sperm of five stallions and lubrication of four others mares all somewhere on her body.

The orgies continued on average twice a month, and she was a hit with everyone. All the stallions(typical pony, bat, zebra, males of any other race too) all complimented her, confirming she had one of the tightest vagina's they ever had, many saying it was her flanks of steel. All the mares(of any race) congratulated her on her ability to eat their own pussies, even though her first orgy was the first time she touched a mare.

Babs often found herself seeking out new ponies to join the next one, and discovered her own growing interest in mares. Sometimes not waiting until the next ‘party’ as she came to call them, she took them into her own bed, and blew their minds with her own techniques. Babs grew distant from her original boyfriend, fortunately neither was heartbroken. He accidently got another mare pregnant and agreed to marry her to ease her fathers’ mind about his grandchild growing up fatherless. Babs herself had been taking birth control since she became an adult, and was very happy with her lifestyle, confident she would tire of it someday and settle down with a good stallion with a child of her own.

“Miss Babs! I’m full. Do you want to go now?”

Babs shook her head, realizing her cheeks were still hot and she might smell of arousal. “I’m sorry? Oh yes! Let’s go! We’re headin’ west. I came from the east, any further than where I started an’ you wind up in the sea.” Walking at a slow trot kept her at pace with the colt who was bearly keeping up.

“Miss Babs?”

“Yes Shining?”

“Um…Ithinkyourpretty.” He blurted out suddenly.

She felt that sense of pride again, forgetting for a few seconds the emptiness between her thighs. “Thanks kiddo. Always tell a mare that, if it’s true. And if it ain’t, just let it be.” She ruffled his mane.

** ** **

The sun was going down, and Babs was worried about what she and Shining Armor would do for shelter. At the very least she wanted a fire to keep themselves warm. Cresting the next hill, Shining ran ahead of her and jumped for joy. “Trees! Miss Babs, there are trees down here! Come see!” He bolted ahead of her and down the steep slope, making a beeline for the seemingly random wood in what otherwise had been am endless sea of grass and hills all day.

Opting for a gallop herself, Babs was down the hill and standing at the tree line when Shining came up to her, holding in his mouth, “A book of matches? Shining? Where did you find these?”

“They were just sitting on the ground. I looked inside already, there aren’t many left. But maybe we can get a fire going?” His tail wagged so hard his flanks were shifting with it. He truly was a child, such sure, firm belief that things would be okay with these two miracles.

Near a small brook and the edge of tree line she dug a fire pit and ringed it with stones while he gathered dried branches for a campfire. The forest floor was covered in pine needles poking at the less furry places on her body in unpleasant ways, but simply rubbing her belly into the ground was enough to lessen her burden. His book of matches was a collection of three duds, and a successful hit on the last one. With a crackling fire to light them, the two ponies sat comfortably and chatted about the world they knew yesterday. While he sat comfortably, Babs had to constantly reprimand herself for staring at the giant foal dick in full view of her while they were on their haunches. Shining did not appear to notice her avoiding it at all, childhood bliss.

“Miss Babs? Do you think we will wake up in our own beds tomorrow? Will this all be a dream?”

“I dunno kiddo. I hope so. I don’t wanna wander aimlessly all day again.”

He walked around the campfire and sat next to her, his dick mostly hidden by his front leg. “Well, I like you. I don’t want to stay wherever this is, but I don’t want to leave you either.”

He looks so cute when he blushes. His blush did shine well through his bright white coat, and he did not shy away, surely he felt the heat in his own face. Shining wrapped his legs around her again, this time she felt the tip of his colthood grazing her fur. Only she accepted it, hugged him back, and tried to forget such an uncomfortable thing about this sweet moment.

“Can I sleep with you tonight Miss Babs?”

Not like most ponies do. “Sure. You’s sure you ain’t afraid of a girl?” She lay on her belly and scooted away from the fire, giving him the pine needles she warmed up.

“No!” He declared proudly, laying his body down. “I’m not…” A pained look came over his face as he stood up again. “Other kids might be scared of girls, but not…me.” Trying to set himself on his belly again proved difficult, and irritating for some reason. “I…I-“

Worried for him, she asked, “You okay little guy? What’s wrong?” He looked away. “I can’t help if you don’t tell me the problem.”

He did not look at her but did move his lips. “Say that again Shining. Louder. Louder. Say it so I actually know what you’s sayin’.”

Mouthing the words did not help, nor whispering them. Finally, “My privates hurt.” He squeaked.

“Uhh, what? How…What d’ you mean?”

“When I lay down, the needles poke into them, and they hurt Miss Babs.” He flushed a deep red and turned his face away.

Babs swallowing her discomfort and tried playing Knowing Big Sister, and a good sister would not turn away when her little buddy needed her. “I don’t know a lot, but if you let me look at it, maybe I can help.”

Shining looked worried as he shifted his body to face her straight on, his dick standing tall, just as long as she had remembered seeing it earlier. It stood erect, the flat tip right below the crook of his front legs, thick as his forelegs, veins traced around it from stem to stern, bulging out of the black flesh. Babs’s breath deepened, her pace quickened, she nearly slapped herself for starring at it too long. Leaning down closer she took a better look in the campfire’s light.

“So, uh, where does it hurt? Just the penis, or the testis?”

“My…testis are okay. It doesn’t even hurt too bad. It’s just…” He searched for the right word.

“Sensitive?” Babs offered, running her hoof up his cock.

“Yeaah.” He looked her in the eye as she stroked his cock lightly, his mouth hanging open, words caught in his throat.

Realizing how much pleasure he was getting from her hoof she snapped it back to herself. “Oh geez. Kid, I got some good news, and some bad news.” His eyes closed, he looked about to cry. “Easy, easy. I know what your problem is; it’s sensitive ‘cause it’s too big. I know how to relax it, but I ain’t gonna do it. You gotta take care of it youself. You know how to jack it?”

“I…don’t have a coat…” He looked around in confusion.

She chuckled. “Nah buddy. Guess not. C’me here, lean up ‘gainst me.” Sitting up on her haunches, she opened all four of her legs and invited him to sit with his back to her. His tail and back pressed against her belly, he looked up to see her kind and caring face smile down on him. All at once, his worries seemed lesser; the sky wasn’t so dark, the wind was a little warmer, he remembered how much he hated his little sisters cries. Her front legs wrapped around him; one holding his barrel, the other sliding down and up his leg until she stroked the base of his cock.

“A’right Shinin’. First, if you don’t like what we doin’, I’s need you to say so. Got it?” He nodded. “Any or questions you got, ask ‘em. Ain’t such a thing as a stupid question. Now, to ‘jack it,’ or ‘jack off’, masturbate, you gotta grip your cock, like this.” Babs’s hoof firmly grasped it near the base. Not too tight to hurt him, but he knew she meant business.

“Now, you gotta go slow, and stroke it up an’ down. Up, an’ down. Up, an’ down.” With each direction she pumped his meat slowly, trying to build up a sweat on the colts’ extra-large dick. Shining shivered and flicked his tail subconsciously, unknowingly brushing his hairs against her sensitive teats and vaginal lips. Babs was no stranger to reach-around’s, but by themselves they were just boring. She often had a hoof in her own genatials, or a wing to preen, or a horn to play with. Her hoof ministrations were not alone for long, she took his little horn in her mouth and began to lick and gently suckle on it, causing him to initially gasp and the new contact. “It’s okay. I’m just getting into it.” She tried soothing him, kissing his horn. “You got a lovely horn Shining Armor.”

Shining gasped again, the pressure on his horn much more glaring than between his legs, where her pace slowly quickened. “Miss Babs, please stop. Miss Babs!”

Stopping her hoof where it was on his cock and pulling his horn off her mouth, Babs felt a rush of excitement. His cock was the perfect size for her hoof. His virgin squeaks and squeals were giving her a rush she only felt when doing something new and sexy, which this was for both of them. Babs looked down and smiled again, her face full of care, and unbeknownst to Shining, lust. “Yes?”

“Um. Could you…not, touch my horn? Please?” He remembered just mow muscular her body was, and how frail his childhood body was. He still had a few teeth to loose, he didn’t want to upset her and make him loose them the quick way.

“Oh darling, course I can.” She nuzzled his cheek. She stroked his pride again. “But you’s still pretty big down here. I can’t just leave you be, but maybe something else will work.”

She stood his body up straight, she slid from behind and kneeled down if front of him, his meat inches from her face. Taking a deep breath, she inhaled the scent of his sweat, driving her to hike her tail, wanting him to plunge it deep in her nethers. Babs smiled up at him; he was still the little boy she met today, same innocent face, the same look of embarrassment when he admitted she was pretty, and the same girthy cock she had been trying not to think about half the day. Without another word Babs opened her mouth and took it almost to the hilt.

Breathing through her nose, Babs tried wrapping her tongue around the impressive width and closing her lips with as much force as she could. Savoring the feel of it against the roof of her mouth, Babs pushed it just a little deeper before pulling her new fuckstick entirely out again. She looked to Shining who had gone bug-eyed, the rest of his body was stiff as a board. “Honey, this is one big cock you have here. Once I’m done, it should shrink a little bit and be less sensitive, for a while. I know it’s new but don’t be scared. I’m right here.”

Babs looked to where his cock met his body and dropped her head down until he triggered her gag reflex. Slowly pulling him half way out of her, she bobbed her head again, working to a pace she was comfortable with. He was quiet through the whole experience, until her hoof snaked up and rubbed inside his thighs. His squeks reminded her of this being his first time, her mind was preoccupied with what else she could do with this dick. Pulling her mouth off his head, she smiled sultrily at him. “Well Shining Armor? How are you doing so far?”

His hooves were shaking, except for the hind leg she was still stroking. His eyes were still wide, but he gave a slight nod, signaling her to keep going. Babs moaned like a mare in heat: it was not fully intentional, it was just what she did during blowjobs. She liked her stallion thinking she needed his cock, as if she had been waiting for this moment all day, her tail hiked, ready to receive him and all she needed was to lube him up first. Her moans were short and heavy, looking into his eyes she pushed him onto his back and stood on all fours and like a screw gave her head a swirl with every bob.

Shining was in his own world of confusion and pleasure. Whatever Miss Babs was doing was working up something in his penis, he felt an unfamiliar pressure building. Babs was in her own world of carnal need. She saw his eyes squinting, and he needed to know something first. Withdrawing his head from her mouth, “Shining, you’s said I was pretty. Did ya really mean it?” She gave his cock a few strokes.

He nodded.

“Sorry buddy. Didn’t catch that. Speak up,” she whispered, leaning her nose to touch his.

“Yes!” He blurted out. “I-I mean you are really pretty. I really mean it!”

She turned back to her hoof slowly pumping on his dick. “I see. Ya like my freckles?” He nodded again. “Me too. I think they’re the best part a’ my face. Ya wanna give me more freckles? You gotta squirt what’s in ya D on my face. Think ya can handle that?”

Shining’s confusion had long ago built into not caring anymore and enjoying the ride her could not understand. He did understand the pressure in his penis was getting worse, but it didn’t feel like pee. And if Miss Babs wanted it on her face, it couldn’t be pee, so who was he to deny her? “Yes Miss Babs. I think I can.”

“Good. Now I’m gonna blow you again, and when it’s ‘bout to come out, tell me. Got it?” Without waiting for a response she drove his cock into the roof of her mouth again, straining her gag reflex as it pushed back. Shining felt it grinding her roof, and could not understand how such a touch would work up the still mounting pressure. Lying on his back, he watched her mane flopping about, her white freckles highlighting her face, the strong, visible mussels in her shoulders. She did look beautiful, and he did want to see her more so. Giving his hips an experimental thrust, he drove himself into her throat, causing her to gag, her mussels tightening around his prick.

“Miss Babs, I think-“ He was cut off by her grabbing his buttocks and pulling his hips deeper into her mouth while she pushed down with all her might. She kept gagging on him, and she loved every movement of him against her throat, every twitch between her own legs, this was the kind of oral sex she dreamed of. Finally, she heard his gasps announcing his explosion of cum charging up his cock. Pursing her lips and letting a single strand pass between them, she pulled him out of her mouth, too late for two salty shots landing delightfully on her tongue.

Grabbing him and pumping his dick with all her might, she managed to get several more shots to land successfully on her face, blending in with her freckles just as she said. Hot, sticky goo splattered over her, thin strands connecting each glob to the next, as much as she wanted to see it come at her, she had gotten cum in her eyes one too many times. Soon, his shots slowed down and she felt them landing on her hoof holding him. Opening her eyes slowly, her left eye was blurred by white splattered across her eyelash.

Smiling like she had her own orgasm, she looked down at Shining Armor, who had his eyes closed and his mouth half open in bliss. “Buddy? Up here Big Guy. You didn’t fall asleep on me, did ya?”

Opening his own eyes, he saw her with his unknown cum dotting her, and grinning like his mother did when he made her proud. She was right; she was very pretty with twice as many freckles as before. And he made it happen. “Hi, Miss Babs. Did…I do alright?” He hardly formed the words properly, that pressure in his cock was gone, gone!

“Hehehe, how ‘bout I tell ya without words?” Releasing his cock she leaned down and took his lips in hers, shoving her tongue into his mouth and fighting with his. Her eyes were closed so she could not see his bug open, and dart around. He lost control of his tongue, letting Babs have her way with it. She meanwhile slobbered over the inside of his mouth, just as she made him do to her with his dick.

Pulling her face away, she held him tight and rolled over onto her back, his body sitting atop her, face to face. “That was sure hot Shinin’ Are-mer. Ya know what we gonna do now? You’s stick ya dick in my pussy, that’s what. Ya know what my pussy is right?” With a predictable shake of his head, she giggled. “No worries. Raise ya cock up again and I’ll show yers.”

Lifting his hips off her body, she looked at his belly trying to find his extra-large cock, but it seemed to be missing. Looking lower she did find it to her joy and dismay; it was right where it should be, at the normal size of a colt his age. Tilting her head, “What?”

“Huh? Is, is something wrong Miss Babs?” He looked down at his own body.

“But, I just saw, felt, TASTED your cock moments ago! It was huge, not it’s just…normal size. What gives kid?”

Brought back to the verge of tears again, Shining tried not to blubber. “You…said it would shrink smaller if you helped me. You did, and it did. What did I do wrong?” His lip quivered.

Babs knew he was right: that was the point of blowing him after all. But SHE had yet to get off, and here was one of the best cocks of her life, inches from her vag, and it was a proper child’s dick again. She could try fucking with it, but it wasn’t what she expected, and she expected something big. “Ya know what? No. Get down off me.” He obliged. “Get some sleep or somethin’. I gotta get off myself.”

“But, I thought you wanted me to put it in you,” he called out as she stormed off, in the unique way mares do when they need to fuck the first thing they see.

Keeping the campfire in sight, Babs looked around on the ground for the unlikely fresh tree branch she could smooth out and sooth her-Bingo! There was a knot in a tree, just the right height off the ground to equal her hips. “Well, ain’t ch’oo a crooked one? What’s that? You like my flanks? Wanna get to know ‘em?” Turning away from the trunk, she leaned back until her lips felt a smaller knot, just the right size, rubbing just at her clitoris. This will be a funny story for Shining in the morning.

Author's Note

Comments are encouraged as always.