Bab's Full of Seed

A flash of orange caught her eye, but by the time she looked at it fully, it was gone, like the other three times she thought she saw something today. Going back to eating her grass, she kept her ears up, listening for anything unusual. Shining Armor was oblivious, and when she asked him earlier if he noticed anything, he tried flirting with the skill of an eight year old boy, “I noticed you.” Smooth as fuck, and missing the point.

After an hour more of walking, Shining let out a yawn with Babs echoing it. He was used to walking all day, but losing his virginity this morning taxed his endurance too much, and he was just plain pooped out. “Miss Babs? Can we stop?”
She kissed him on the forehead under his horn. “You just sit yerself down, and don’t fret. I’m thinking a nap’ll do me some good too.”
Stopping, circling around on the grass as if looking for snakes, and dropping to his belly took the last reserves of his strength; he was asleep the moment his eyelids shut.

Sitting herself down, Babs looked around her again, hoping to catch a flash of orange and find out what it was thing time. She would not let it hurt Shining, but that was all she knew about it. A glance at the foul made her smile, she only knew him a day, and she loved him to death. Not quite as a mother/guardian, he looked up to her more like a big sister, but big sisters don’t usually fuck their little brothers when they realize they have huge cocks. Maybe he’s a highborn unicorn. Rumor is they do that all the time, maybe his family does too. Perhaps it was a combination of older sister and lover, she was okay with that.

A blur of blue leaped out of her vision, just after she noticed it, and exactly which direction it came from. Standing up, she trotted purposefully to the crest of a hill just south of Shining’s nap spot. Half way up, she spotted a gathering of blue that turned into a blue mane sitting atop the head of a young orange pegasis. His face looked the same age as Shining Armor, but a smaller body and thinner legs made him look more frail, even delicate. The look of terror on his face at being spotted did remind her of Shining. His large eyes had shrank to mostly iris, his ears pinned down, and his lip had a soft quiver.

“Hey there chum. What’s happenin’?” Her friendly voice helped him to relax and speak up.

“Who are you ma’am?” He squeaked, frozen in place.

“The name’s Babs Seed. Pleased t’ meet ya. Now I gotta ask your name. And why you’ve been followin’ us all morning.”
The colt looked down and pawed at the grass. “…”

“You’s scared of me? It’s okay, some ponies are, but you don’t have t’ be.” She lifted his chin with her hoof hoping to make eye contact.

“…Flash Sentry.”

“Flash Sentry? You’ll fit in with Shining Armor. I bet you’s still gotta lot’a growin’ t’ do, and you’re gonna be a big tough guy. Right?” Her front legs knock gently between his knees and lifted his front up to emphasize his size, giving her a head on view of another impressive size that would allow him to fit in with Shining.

Her eyes shot open, her tail jumped, and her hinds suddenly realized how empty they were. “Wow. What d’ ya got down dare,” she asked cautiously, hoping not to upset her soon to be new friend.

“Wut?” He looked down, unable to see his penis, but knowing where and how big it was. “Uh, nothing special.” He wanted to shy away again.

She let his front legs down. “Nothin’ special indeed. Sit back, I wanna check this out.” He sat on his haunches, his spine straight, his dick half trying to stand tall, his testicles looking sad in the dirt below.

Babs lowered her mouth and struck her tongue against the flat black end. It’s dry as a bone, she thought. Laughing at her own joke, she started licking it along the thick sides and bottom, getting a loud squeak from Flash at the contact. “What? Sumthin’ wrong?” His long wings had flared in the short time she had looked down.

“Uh, what are you doing Miss Babs?” He was not just confused, the colt was scared, she felt his hinds shaking in her grip. “Why are you touching me…there?”

“Don’t worry. See, this cock of yours,” she shook it in her grasp, every push down sent it back up, slapping into his belly and chest. “It’s gotten pretty big. It’s gonna be pretty sensitive when you lie down in the grass. Didn’t you feel it earlier, when you was hidin’ from me?”

“It hurt.” He squeaked. “Please Miss Babs. Ms. Stefani told me not to let anypony else touch me there unless it was my doctor.” He squinted his eyes shut, shaking his head, as if he could wake up from a bad dream.

Letting go of his cock, Babs tossed her forelegs around him again. “Oh Flash, I ain’t aimin’ t’ hurt ya. You’s still scared a' me. I’m sorry.” Rocking him back and forth, he threw his legs around her and sniffled.

“I’m sorry.”

“I know Miss Babs. I…I’m just, lost. And lonely.”

“I’m lost too. But I got Shining, he don’t let me get lonely. Ya wanna join us?” She pulled away from him, wiping his eyes with her hoof.

“Where are you going?”

“East.”

“Why east?”

She giggled. “We head west and we walk int’ the ocean. Is that what ya want?”

“No.” His chuckled echoed hers. “But, what will we eat?”

Standing up, “Come with me. Let’s talk over by Shining Armor, little guy’s taking a nap right now. And we’ve been eatin’ grass since we meet. Ponies eat grass right?”

“I guess. I’m gonna miss donuts and pizza and soda until we find a restaurant.” He gave a short spring with each food.

“Donuts and pizza and soda? Did ya parents always feed ya junk?”

“No. The orphanage feed me mostly rice, bread, fruits, grass. I really like junk food though.” He smiled hopefully.

“I like sausage myself.” She looked between his legs, catching glimpses of his extra-large dong with each jiggle of his barrel.

He tilted his head at her. “What’s sausage?”

“You’ll see as soon as I get some,” she replied with a ruffle to his mane.

** ** **

They get along so well. I wish I had an older brother sometimes. Dang it Applebloom, you got the best life. She watched the two colts running around, playing cowponies and camels or whatnot. They all ate their full at sundown, leaving her to rest her hooves after a long day of walking. How they could still run, laugh and scream after six hours on the road, ten in Shining’s case, was a happy mystery of youth. She opted to sit down and stretch out, watching them leap around, wrestling each other to the ground, their abnormally long cocks dancing as innocently as them, flopping up and down, to and fro, driving every thought not about the two ponies out of her mind. Her tail stood at attention the whole time, she knew how to get Shining, he might be direct and approach her, asking for it. Flash on the other hoof…maybe he would follow suit just to not be left out.

Stretching her body out, she found herself wondering just how much play time they had left in them. Maybe she could get herself warmed up? Without them seeing? A smirk crossed her face; she liked having an audience sometimes, especially a mare. Some mares knew when she was acting strangely and when she was outright jerking it on the subway and rubbing herself against the hoof-rails, every mare who confronted her about it ended up in her bed in less than a day.

Sliding both hooves under her, one went to graze her teats, the other lay directly between her clitoris and the ground. Flicking her teats firmly, her eyes were glued to the colt’s buttocks, subconsciously licking her lips, imagining how firm they would feel under her hooves, pulling them and the cocks in front of them down into her mouth. Her hips started rubbing against her stationary hoof, her clit sitting on the inside edge of her shoe, grazing the lip with each push, sending a sharp jolt up her spine.

The hoof rubbing her teat reached down under her other, the hair on her wrist giving her lower lips a pleasant poking sensation. Grinding her hips down deeper, her lips pushed apart just enough to allow her hairs to graze inside her vagina, and her clit flicked against her shoe before being pushed against her hoof. Her eyes shut, she imagined the boys, her boys now, seeing her strange movements, wandering over, rubbing their long, thick cocks at the sight of her pleasure. She could open her eyes, smile, and invite them over, invite them to join her fun. A goofy grin spread over her face.

“Miss Babs? Are you okay?”

Her eyes shot open, looking up to the concerned face of Shining Armor. His lips pursed together, his eyes reflecting worry, his ears flattened against his head. Flash stood behind him, looking concerned as well.

“Mmmm. Never better.” She continued thrusting her hips, flicking her tail, wishing he would mount her without her giving him a better indication.

“You look itchy Miss Babs. Are you sitting on ants,” Flash inquired.

Stopping her thrusts, she pulled her hooves out in front of her, stretching them languidly. The setting sun reflecting off her perspiration coated coat.

“Actually, I’m not okay. Shining? Could you let me lick your thing for a little while? I’m a bit thirsty.” Her half closed eyelids screamed her lust.

“O-kay Miss Babs. You can. Let me…” Sitting on his butt he scooted himself closer to her, his long thick meat on full display seconds before Babs took hold of it and nearly swallowed half it. Pulling her head up she gave him a steady, textbook blowjob, wiggling her rump to entice Flash to join them.

Shining was back in his happy place, the curious, now familiar and mysterious sensation course through him, cock to brain, ears to shoes. Rolling his head around, he let out a sigh, moving his rump around trying find a comfortable position to sit in with his schlong surrounded by teeth.

Flash for his part watched the pedophiliac display with caution. She had been pushy, trying to get him to do this earlier, but Shining accepted it like a chore, judging by his face it was a glorious chore. Her tail was bouncing all around, enticing him to walk behind and look at her from this new angle. Her tail was wafting a scent in his direction he only smelt at the whorsehouse over on Maple Street. He starred at her anus and ‘snatch’ as some of the older kids called it, mesmerized.

“What ch’a waitin’ for? An engraved invitashin?” Miss Babs’s voice snapped him awake.

“Stick your dick in me already! I’m not getting off by myself!” Her words were harsh, but her tone playful.

Flash gulped and looked down to his penis. Does she really want it, inside her? Figuring if he was wrong he could say she said it, he tentatively put his hooves besides her flanks and gently pushed himself against her snatch. Her heat was enough reason to scare him away, and he froze in place. Growing tired, Babs forced her hips back impaling herself around him and gripping his dick with her tight muscles to pull him down.

Flash’s first realization was how evenly her snatch held him, even the ribs were regular and smooth, so smooth. He stood rigid, confused about how to proceed, his mind still registering the heat and moisture his dick was experiencing.

Babs rocked her hips back and forth, encouraging him keep up, pull from her when she pulled away, and push in when she did. Shining Armor felt himself being pulled from her mouth as she turned her head back to speak encouraging words and sighs to Flash. In a moment of inspiration he leaned forward and gently chewed on Babs ear, wondering how she would react.

Babs eyes shot back to Shining, glowing with glee. “Keep that up kiddo. You’s doin’ good.” She enveloped his member back into her mouth and sighed with satisfaction as Flash found a good pace to buck her with.

Flash could not understand how any of this was happening. His penis was supposed to be private; others would see it but no-one was allowed to touch it. A fillies snatch was the same way, now that he put his into hers, she was happy with it? He hated having tongue depressors in his mouth at his annual physical check-up, why would she want his whole privates as deep in her as they went? It felt…weird in that warm, soft way and he liked the way she smiled, but how could she enjoy this at all?

Shining thought he felt Babs’s uvula on the tip of his penis every time he bottomed out in her. Her warm moist mouth awoke something deep in him, a carnal need to thrust his hips into her, an unquenchable desire to do the work, so she wouldn’t have to. Letting go of her ears with his teeth, he placed his front hooves on the back of her head and pushed with all his might.

Babs looked at him, impressed with his forwardness, and with little choice but to go along with his movements. She was in her favorite state; a Babs Sandwich. Nestled between two slabs of stallion meat, she found herself being rocked back and forth, fully impaled on one while the other retracted. Her stretched mouth filled her with joy, her vagina stuffed to capacity, quickly working her way to orgasm. She was already pouring from the leaky faucet between her hinds, and Flash showed no signs of slowing.

Flash could feel her canal clench down on him from time to time, she gripped him tight, but he still slid in and out of her like liquid velvet. She was becoming more wet as time went on, and his nose was assaulted with her overpowering scent, driving his hips into her with more force. His dick was covered in her fluids, and her hips felt so solid and strong under his hooves, almost as if her strength was his own.

Shining felt her moan around his cock. Her eyes rolled up into her head as he pounded a tattoo against her nose. The sounds coming from her mouth were blending together as he and Flash gave themselves to her. Suddenly she squeaked and her eyelids shot fully open and her rump twitched, giving Flash the ride of his life. Shining figured she just came, and that should be his que to speed his work up. Pushing her head down further, his railed his genitals into her recklessly.

Flash’s cock felt her vagina twitch side to side, jump up and down, and clench his prick tight. Her lubrication dripped off his testicles onto the ground. Something else was woken in him, a churning in his balls, and tickle he never wanted to end. His thrusts slowed down when a shock ran from hips, up his spine and into his brain, dying out almost at once. Flash stood with his front hooves on Babs’s hips, staring over Shining’s shoulder. His dick gave a twitch before spilling his seed into her waiting birth canal and emptying his balls.
Babs Seed cried with delight, shaking Shining’s member and pushing him to the edge.

“Babs, I’m gonna do it.” Her moans were answer enough. His urethra exploded into her mouth, coating the back of her throat and tongue in thick, white semen. She gripped him with her lips tighter, not letting a drop spill out, determined to swallow it all. Licking all her spit, his sweat and sperm from his pride, she let him slide out of her mouth before rolling onto her back and grabbing his barrel.
Flash walked around to her right side before she scooped him into her chest and held him close. He knocked his head against Shining’s and felt his horn graze his ear; Flash shuddered at the thought of it going into his ear canal.

Babs kissed them both on the head, “I love both you boys. You make me so happy.” Both colts were held in a very snug grip until all three drifted off to sleep, reeking of sweat and sex.