Babs Seed was not used to waking up sexually frustrated. A herd of booty calls she could make went a long way to satisfaction, along with her natural charisma she could have plucked nearly any pony off the street she wanted. And if all else failed she had an arsenal of toys at her disposal. None of those options were available last night: the crook in the tree was too rough for such sensitive skin, her hoof didn’t bring the penetration she needed, and she could not find anything big enough, and clean enough for her snatch.

Babs groaned and creaked open her eyes, getting a face full of grass and dirt again, right next to her newest friend and ‘companion’, Shining Armor. He was fine this morning, the blow job she gave him last night had sated his dick and he fell asleep after five minutes. Watching him now, she wanted to be embittered to the little rascal, he looked so happy and at peace when he slept; his lips forming a relaxed smile, his calm breath, his big eyes fluttering in dreams beneath his eyelids.

Her irritation nearly evaporated while staring at him. She adored the scamp, it wasn’t his fault his dick shrank back to a normal colthood size. He had wanted to continue last night, and he would have been fiiine no doubt-Am I thinkin’ this ‘bout a blank flank? Getting’ ‘im into my pants? In all honesty Babs could have been called a pedophile already, she fucked a set of twin teenage brothers, it wasn’t her fault, they lied about their age! Fortunately for Babs nothing came of it, she never saw them again and no police came to her door. Still, the idea of molesting a legitimate child was not as fickle as it should have been, a disturbing thought, even in her anxious mood.

Rolling over to her other side and standing up, she trotted behind a tree to relieve herself, and back to the stream for a cool drink. As satisfying as a night of cum in my mouth is, it leaves a foul taste. A cool breeze picked up, driving her to hike her tail and catch it on her lower lips. A chill went up her spine, causing her head to roll and ears to flop about. Her thoughts wandered back to the foal under her care; he was just as lost as she was, probably more scared and confused, and that was before she deep throated him. Now…now would be a good time to see if he was back to his original size. And if not, she could-

Slamming her backside in the water muddied downstream, but she needed to shock cool her most sensitive parts before she outright raped the boy. Even if he had no problem with what they did, he still did not fully understand the situation, no different than alcohol to an adult, something she may or may not have taken advantage of many times before. Have I always been a rapist?

While Babs was thinking her life through, Shining Armor stirred awake, unsurprised to find himself in a small wood with a strangely muscular, beautiful mare. Checking to see if his flank was still blank, he saw Babs cooling herself with her back to him. Slowly walking in her direction, he saw her ears flop and head tilt, like his mother’s always did when she was worried. Reaching out a hoof to her Cutie Mark he asked, “Miss Babs? Are you okay?”

Looking down at Shining, she beamed, her eyes lighting up. “Oh! Mornin’ Shinin’! How’d you’s sleep?”

He gave her what was turning into his typical innocent, adoring smile, complete with wagging tail. “I’ve never been camping before! I loved it! I slept great! I think I dreamed of you last night.” Sitting on his haunches, Babs saw his cock had returned to its previous size, and in her mind he was already hilt deep in her vagina. “I wanted to thank you again for helping me last night. I had a lot of fun!”

“Stay right there Little Fella. I want to see something.” She put her hoof to his chest to emphasize her point as she climbed out of the brook and fought the urge to shake herself dry, she had no intention of being dry in any sense for a while. Strutting past him with a practiced sway of her hips, she stopped suddenly and bent her head down, her backside to him, flicking her dripping wet tail back and forth, exposing her marehood to him. Her fur, pressed flat from the weight of the water sticking to her and smooth from it running off her body, gleamed in the early morning sunshine that made it through the canopy. Babs turned her head and gave him her best ‘come hither’ look: half closed eyelids, tail flicked away from her prey, lips just set apart, her head facing away from her pony. She gave her rump a little shake to get her point across.

Shining saw a dripping wet mare smiling at him. He noticed her mare bits, but he often saw those on other mare so often it was nothing special, although it never occurred to him a mare might intentionally show them off. Tilting his head in curiosity, he wondered why she did a little shake. Maybe she wanted him to return it? “So Buddy. Like what you see?” After a pause her face smiled relaxed a little, “Do you know what you should see?”

“Um, no. You still have a strong butt.”

He blushed when saying the word “butt,” as did she at the compliment. “Thank you Shining. Come over here, let me show you first hoof.” Dropping onto her belly, she positioned her rump raised on her thighs and tossed her tail onto her back. Looking over her shoulder, she saw him starring at her with confusion. “Go ahead. Touch me. I promise I won’t be mad. And you might learn something.”

Tentatively reaching forward, Shining lay his hoof on her cheeks and softly kneaded them, impressed by how firm they were under the wet skin and hair. Rolling over her skin to her Cutie Mark, he fought against her tail to get a good look at the apple seeds in the mouthdle. “Lick it.” Shining stepped back, nearly derping his eyes at the demand. “I like havin’ my Cutie Mark licked. Go on, it’s just fur,” she encouraged.

Sticking his tongue out and running it over her flanks did little to impress him, but she seemed to enjoy it. “Say you like it. Say my Mark’s gorgeous. Say it, please.” Babs quickly went from demanding to pleading for praise for her Cutie Mark. Shining didn’t want to say it in so many words, instead, he leaned down and kissed it as she did to his cock last night. Feather light kisses trailed their way from the bottom of her Mark up to the scissor tip and back, including a tongue lick following each kiss on the way down. “Damn Shining, you know how t’ make a giyrl happy. Keep it up.”

Squinting, she hoped he would trail his kiss to her neck, or vagina. Her breath grew ragged and her ears beat against her head, her tail swishing against his face. His hooves tried wrapping around her strong body, one gripping her soaked thigh, the other groping the base of her tail. Blindly searching for a purchase, his little hoof grazed her clitoris, prompting a heavy moan from her. Looking up, Shining wonder if she was okay, his unasked question answered with, “Right there, kiss me where your hoof if Shining!”

Releasing her, he scooted to her rump, eyeing her tailhole and mare bits again. She said to kiss her, and she kissed him there(more or less) last night, it could not have been dirty like her anus. Sticking his tongue out and gently trailing it up her vaginal lips, she moaned for him again, a sound he was starting to enjoy. Kiss, lick. Kiss, lick. His ministrations earned him an endless stream of praise from Babs before she told him the lightly chew on the nub below.

“AHHHHH! Right there! Yes Shining Armor!” She had not had this much fun with a virgin partner in years. Too often they were intimidated by her skill and size, and her experience if she told them how many partners she had been with before. The colt on the other hoof, he was eager to please, and more scared of losing her than her hurting him. Her climax, denied last night, was creeping closer to her. “Keep kissing me. Rub the nub with your- HHHOOOO, that’s it baby. Just like that!”

Shining felt his horn grazing the dock of her tail, and the building sensation he felt last night in his dick again. His hoof were wet with brook water, his tongue with her vaginal fluids. His hoof slowly worked her clit, each flick getting him a loud gasp and maybe a flick of her tail, which he was starting to enjoy as well. Her hinds spread a little wider as she tilted her head back. “Sick your mouth on it! I’m cumin’. I’m cumin’!”

“Not sure what “cuming” was but not wanting to hurt her, Shining snapped his lips around hers and started slurping at the juices draining from her. Suddenly, there was much more juice and she was silent. Gasping for breath, she remained nearly stock still while her vagina contracted around his lips, as if trying to pull him in. It did not end as suddenly as it began, but he did feel her contractions die off, her mare muscles relax and hear her head drop. When she rolled over onto her back he nearly got caught in her legs and shuffled away.

“C’me here Shining, c’me here. Got somethin’ t’ tell ya.” She held her front hooves out without lifting her head. Cautiously trodding to her legs, she gripped him tightly, threw him face down onto her chest and shoved his face into her, where violently made out with him. Sliding her tongue around his mouth, she realized how much she loved the boy, in every way she could think of. She felt his own tongue freeze up, as stiff as the full sized cock rubbing against her belly.

She pulled him off her, trying to look him in the eye, her own half closed in the aftermath of ecstasy. “Looks like I got’s t’ teach ya how t’ kiss now. Step one: relax. It’s nothing to freak about, it’s easy, fun and everypony like it. Step two: Your girl don’t wanna do all the work. So use your tongue and lips, like I did. Think ya can do that?” She licked her own lips.

“Umm…”

“We’ll see t’ that later. In the meantime, what ch’a think?” Her hoof trailed down to his torso, stroking his body next to his cock.

“That was, weird. Did you have fun?” He asked tilting his head.

“More than you can believe. I’m almost a little sad you’re a boy and can’t experience it youself.”

“Was…what I just did to you, was it like what you did to me last night?” He asked nervously.

“Hehe, you bet. You wanna know what else? That’s only the beginning. Ready for the main course?” Without waiting for his approval, she pushed him down so his hinds slid off her thighs to the ground, and his dick rested on her freshly wet vagina. She grabbed front hooves sitting halfway up her barrel and leaned up to kiss his nose.

Her voice grew deep and throaty. “Don’t be scared Shining. Just take your dick,” she grabbed it and pushed him higher back on his hinds. “And put it right in me. I promise, it will be the best thing ever.” Guiding the flat head to her most entrance, she pushed the tip in and her eyes light up. Grabbing his front hooves again, she slowly slid him up and into her body. The deeper her went, the wider his eyes grew. She seemed to accept him so easily, but the moment their flesh meet she seemed so reluctant to let go. Deeper, and deeper she pulled him, Shining noticed how she gripped him in several areas at once, as if she was ribbed inside. Babs cooed softly, welcoming the penetration, craving more.

Finally sitting flat on top of her body, Shining found himself two thirds of the way in while she still pulled him deeper, his testicles felt the chill of her still wet fur. “Now, ya gotta pull yaself out, not all the way, but as much as ya can, and push back in. Can you do that for me?” An experimental lift of his hips did indeed pull a third of his dick out of her tight cunt, and a hard thrust made her grunt. “Yeah. Like that. Keep goin’,” her eyes shut tight, her head tilting back.

Shining Armor lifted his dick from her again before plunging it back hard enough to emit a slap every time his small body met her toned inner thighs. The pines needles making the forest floor crinkled with every hump. Babs, while not overly impressed with his first attempt, felt her need to be penetrated sated, and the need for more building. Her grunts echoed through the trees, a primal call, announcing she had found a good stallion.

Such a small stallion, except where it mattered right now. She wanted to hold him close, wrestle his tongue, feel his kisses and love bites on her neck, hear his own deep grunts, become scared he would crush her between his powerful front legs. As it was, none of that would happen. She got a face full of blue streaked mane and a small hooffull of pressure from where he placed his weight on her. But she adored his little grunts, his small gasps for breath, the look of hope as their eyes meet, all he wanted was to make her happy, weather by playing nice or pounding her pussy.

She felt her second orgasm coming, her vagina threatening to clench around him tight enough to keep him still in her if he didn’t know how to handle her. “Shining, slow down, sweetie…” she said between breaths. His pace stopped before she grabbed his buttocks and guided his pace for him. “Slow, hard, keep eye contact, do ya want me t’ come and hurt you?” A shake of his head. “I didn’t think so, you gonna come soon?” He shook his head again, she let go of his flanks. “Okay baby. Keep going like that.”

Standing herself up, she took his horn in her mouth and started giving him a proper hornjob. It was much wider than she was used to, but he still had growing to do, it’s length would catch up in time. Wrapping her lips around it, she prodded the shaft with her tongue, running it in a spiral from tip to base. Pulling her head up, she bobbed up and down much like she did with his dick last night. As her orgasm approached she moaned around it.

Shining himself was in a world of confusing pleasure: his penis was almost trapped in a new, tight, wet tunnel he never knew existed. His horn was being caressed by the most beautiful mare he knew in the most wonderful way. She was moaning and groaning nonstop, he had no clue what she was feeling, but he was responsible, and she was even kissing him. She was soo pretty.

“Oh, ohh. Ooooh. Oh, yes Shining. Keep going.” She pulled her lips off his horn but held his head close, holding her climax at bay just a little longer. He was shaking in her hooves; she felt a splash inside her pussy, he had finished and come inside her, and she would not be denied when so close.

“Shining baby! Fuck me like an animal!”

He was still splashing come inside her when she contracted around him, pinching his cock nearly to the point of discomfort and pain. Her skeins gland opened up and dumped lubrication over him, mixing with his seed overflowing from her cunt. She cried out, louder than ever, causing Shining to throw his face into her chest and dig his ears into his head, all the while her kept pummeling her with his hips.

Soon her cries died off, his humping slowed down, and she wrapped him up and pulled him close, his dick, now shrinking to a normal colthood size and becoming flaccid, slipped out of her, undamming the semen and her own fluids out with it. Babs pulled his close and kissed him with a slow passion, silently guiding his lips and tongue around her mouth, showing him how to properly kiss his mare. Laying on her belly, he wrapped his own hooves around her strong shoulders and sighed deeply.

“You got a lot t’ learn Little Fella. I’m glad I can teach ya. Stick with me, and we’ll do great things, you and I. What d’ ya say?”

Sitting up put him nose to nose with his mare, who he gave a solid boop to.

“Let’s get ourselves washed up. Then we need t’ eat, and head out. Who knows how far we got’s ta walk today?” A dip in the stream gave her a chance to “scrub” his normal sized dick now, which was starting to look just as appealing as full grown. He offered to wash her pussy, saying how much he loved when she agreed.

Following s short breakfast of grass and water, the duo were on their way east, unaware of the events they had set into motion.

Author's Note

If Bad_Seed_72 is reading this by any chance, I feel like I should say I'm sorry. She feels like your OC to me. But, I'm not. I am not sorry about what I have made her into, I hope you are somehow happy with this.
I hope all my readers are happy too.
Comments are encouraged as always. Let me know if there are any grammar errors too.