Equestrian Summer Break

by Drakalian

Rating: mature
Tags: Original Character, Porn, My Little Pony: Friendship is Magic, Queen Chrysalis, Romance, Sex, Slice of Life, Alternate Universe, Human, Anthro
Length: 19025

It's Summer Vacation, and three humans have some plans to use their new found freedom to relax in the new world of Equestria. Little do they know that they are going to have a more...interesting vacation then they thought they would.

Three college students; Blake, Marcus and Drakalian, have just finished their summer final exams, and with classes out for the next few months, they all decide to head out through the recently opened portals to Equestria, having been wanting to go there since they first heard of it five years ago when they were first opened to the public. Once they arrive, they decide to do the first thing that any vacationing student would do on a hot summer day: relaxing at the beach. Once there, they find a small secluded area of the beach that they can have all to themselves. However, they find that they are not as alone as they think.

But maybe that's a good thing?

Special thanks to Genbu, who made this amazing cover art for the story.

Published 2016-02-05 01:30:02 UTC
Last updated 2017-09-23 23:15:50 UTC

The Beach Party Bash

Everyone was silent as they stared at Chrysalis, surprise easily shown on all of their faces. Mostly it was Silver and Drak who seemed surprised, Blake and Marcus were just...shocked with how quickly she seemed to have suggested such a thing. As the silence went on, the Changeling Queen just looked at the three around her, before giving a raised eyebrow. "What, I think it's a good idea."

"Yea, cause you're a changeling. Why would you say anything else?" Silver stated, staring at her rather viscously. "And if you even think about touching Drak, I will..." She started to say before being interrupted.

"Relax dear, I didn't mean I was going to buck Drak. If he really means so much to you, then you can have him." The queen stated, causing the mare to fall silent, blushing rather heavily.

"I...w-what?" She said, blinking as she tried to look anywhere but at the taller female.

"Oh, please. Don't tell me that, even after all this time, you're still going to pretend that you don't want to have him, to mate with him, to...oh, what's the word...fuck his brains out?" She states, smirking. Both human and mare were still blushing rather heavily as either of them tried to think of something to say, only to be beaten to it by Blake.

"Chrysalis, must you tease them like that? It's obvious that they don't really want to do...that." He says, trying to save his friend from embarrassment...again.

The changeling just laughs at this, waving her hand at the thought of not wanting to do such a thing. "Really, and you can tell? I'm a changeling, remember? I can feel what they are feeling, and when it involves love and lust...oh believe me, I know they want it." She says, turning to face them with a small lick of her lips and a wink.

"Still, that doesn't give you the right to just make them do it." He states, hands on his hips as he stares her down. Chrysalis looks the human with a small glare for a few moments before, with a sigh, shrugs.

"Fair enough, if they don't want to, then they can just watch us fuck."

This time it was Blake's turn to falter. "Um...what?"

"Well, I did say this was going to be an orgy, didn't I." She said, smirking as she walked slowly closer to the human before placing a hand on his shoulder and gently pulling him in, giving him a good view of her pleasure valley. "And what's the point of an orgy if there are only two parties getting involved?"

"I..w-well...it makes sense, but...I mean..." For the first time since they got here, Blake was running out of things to say. Needing backup, he turns to face Marcus. "Marcus, bro...little help please."

To his surprise, the tan human was silent as he seemed to be actually thinking it over, before, with a shrug, walked on over to them. "Actually...I agree with her."

Blake nearly sputtered upon hearing this, fully turning to face him. "Wait, what?! Why?"

Giving a shrug, he looks back at Drak and Silver before back at his friend. "Well, like Drak said earlier, we are on vacation, and I was kind of hoping to find someone for some fun...though it was supposed to be at a bar..and without Drak." He then realized that said human was still here, giving a sheepish blush as he turned to face him. "No offense man."

The smaller human blushed but nodded in understanding. He would never have thought to come over and try to pick up girls at a bar...nor was that really his thing anyways. "None taken...I think..."

"Anyways, sure this is...unexpected, but Drak has Silver now, and I'm sure that we can find another spot for our fun if they don't feel like moving." Continued Marcus, looking at the pink mare for confirmation. To his surprise, she hesitated before giving a small nod, making him think it a bit strange, but besides that, he didn't think about it too much.

"Or they could watch and join in later." Chrysalis said softly, but was quickly shushed by Blake, who then went silent to think it over. What Marcus said was true. With Silver here, they didn't have to worry too much about Drak, especially with the whole admitting feelings that they just went through, he doubt they were going to be apart for much of this vacation, let alone for the rest of the day. And with Silver looking out for Drak (though he would never say that exact thing to him) they could have some fun of there own...in this case, double teaming a Changeling Queen.

After a couple of minutes of silence, he sighs as he turns to look at Chrysalis, who was smiling at them both, giving him a seductive wink and jiggle of her chest. Blinking himself, he turns his gaze away from the teasing mare and looks at the other two by the beach chair, who were watching the entire thing going down. "Um...will you two be ok if we go and...well, do what these two want to do?"

To their surprise, it was Drak who replied, giving a smile, an actual smile, if a bit small, as he nodded. "Of course. I did say it is a vacation, and to be honest, I kind of figured you two would go to try something like this, just...well, not so soon."

Nodding to himself, Blake turned to face both Chrysalis and Marcus, smiling at them both. "Well...guess if he's ok, then so are we."

The changeling gave a nod and a giggle of delight from this. "Oh, this is going to be so much fun." She then leaned in and gave them both a warm hug at once before leaning in and whispering hotly into both of their ears. "And trust me when I say that I'm not even close to being done with you two."

This caused both humans to give a small swallow, even though they weren't really scared of her, something about her caused their hearts to just skip a beat. Before they could even react, however, she was already down on her knees, hands on their swim shorts, and without missing a beat, pulls them down, both cocks bouncing into view right in front of her.

Smirking, she reaches up and grabs them both around the base, giving soft squeezes as she watches their expressions. "Mmm...so much shaft and so much time...I'm really going to enjoy this." She said, leaning in and licking both of their heads, causing them to shiver.

As this was going on, Drak and Silver were just out to the side, the human still sitting on the chair as the mare stood next to him. "Well...so much for finding another spot." He says, though he does give a light chuckle. Even with all that has happened, he can't fault them for not moving. This was a good spot, and he finally told Silver what he felt...and she felt just the same with him. All in all, he was a very happy guy, and they could fuck for as long as they wished with him there, it wouldn't matter to him, as long as he could talk with Silver Bell. Speaking of which, he turns to look at her. "So...Since they aren't going to be moving, perhaps we could get something to eat? I'm pretty sure they have some snacks at one of...the stalls...there...um, Silver?"

As he was talking, he realized that the pink mare was staring at the other three, lightly bitting her lower lip. Upon realizing Drak was talking to her, she quickly turned around and blushed lightly. "Oh, sorry Drak, you were saying?"

The human blinked a couple of times before shrugging as he continued. "I was saying we could get a snack, maybe even walk down the beach, talk about things, though you would have to be doing most of the...talking...Silver, are you ok?" He asked finally, seeing as she was still distracted with what was going on.

The mare blinked again as she looked over at him, shyly smiling as she realized how hot it was suddenly getting. "I...w-well...I was just thinking..." She started saying, wanting to figure out how to say it without scaring him off.

"Go on..."

Silver fell silent as she once again glanced at the other three to see what they were doing. Chrysalis was at the moment busy with her mouth wrapped around Marcus's length, bobbing fiercely as she looked up at him, her hands kept wrapped around both of their bases. Her hand that was on Blake's was squeezing rather tightly as it slide up and down, almost mimicking what she was doing with her mouth, both humans panting deeply as they just watched. After a few moments, she switched, sucking off Blake as she jerked off Marcus, the lighter human gasping as he once again grasped her head with a hand, helping her with the head bobbing.

"Oh fuck, how do you....how are you...just how..." Blake panted, his mind getting wrapped around the heated lust enveloping him.

"She...she said she is the Changeling Queen...but I...I didn't think that...also meant...Queen of...slu-" Marcus started to say, only to be interrupted with a much, much tighter squeeze from the queen and a quick glare, causing him to quickly gasp in pain. "Ok, ok, not queen of sluts, sorry I'll shut up now." He quickly apologized. After a few tense moments, Chrysalis nodded as she lightened her grip a bit again, letting him go back to enjoying the hand job, humming along Blake's length. After a few more suckles, she pops off of it and stares up at Marcus for a moment before chuckling.

"Actually...calling me a slut is rather...accurate." She stated, before glaring back at the tan student. "Don't even think to tell any pony that I said that." Before she could get a reply, the changeling was already bobbing along Marcus's shaft again, deep throating him, eyes closed as she focused on sucking as strong as she could.

Marcus gasped as he nodded in response, grabbing her with both hands as he thrusts down her gullet. "N-noted..." He gasps out, making a mental note to be careful with what he says in the future around her.

Meanwhile, as Silver watches this, Drak couldn't help but to watch it as well, even giving a light chuckle upon hearing what happened. He seemed to be getting a lot more comfortable with this thankfully, otherwise he wouldn't even be able to move. However, seeing that Silver was still distracted, he gently grabs her chin and turns her to face him. "Silver...you know I care, yes?" She hesitates for a moment before giving a nod. "Then you know that it doesn't matter what we do as long as I'm with you. Now...tell me...what do you want. A snack, a walk, just to talk...what do you want to do?" He finally said, wanting to see what she wants.

She was silent for a moment, giving one last glance at the threesome going on next to them before, with a small sigh, she slowly grabs his hand holding her chin and, carefully, pulls it down...all the way to her groin. Before he realizes what was happening, he feels her place it right between her legs, and the first thing he feels is her shorts...and just how damp they really are.

"I don't want to talk or have a snack Drak...I...I want you." She whispered, eyes watering slightly from how nervous she was.

Drak simply remained silent, stunned with what she just said and with what she just did, a bit unsure of himself as he just sat there, staring at her with a stunned expression. After what felt like forever, he finally finds his voice as he speaks. "I...a-are you...I mean...I don't...I don't know what to sa-" He started, before being silenced by Silver's finger.

"Just say nothing...and follow my lead." She whispered, before leaning in and kissing him right on the lips. This time, Drak didn't hesitate, didn't even falter. As soon as she spoke, he knew that she would help him, and feeling her lips on his own, all of his worries seemed to just fade away, and closing his eyes, he moans lightly, kissing her back.

At first, it was just a simple kiss, something to just ease the tension and to start things small. Of course, nothing stays small forever, as the human slowly starts to get a bit bolder with his kissing, opening his mouth and licking her lips. Silver quickly replies, letting him have entrance as she opens her mouth back, deepening the kiss as he moans lightly. Seeing how relaxed he was, Silver slowly pushes her head closer, pressing her lips a bit more against his own, really getting into the kiss.

As Drak slowly slides his tongue into her mouth, Silver quickly pushes back, taking the initiative this time around, sliding her tongue along his own and right into his mouth. It was easier for her to take control, with how much broader her oral muscle was compared to Drak's, but he didn't seem to mind, and in fact enjoyed it a bit. As they kissed, the human remembered where his hand was and, gaining a rather naughty idea, he plays his own card by pressing his fingers firmly against her loins.

This causes Silver to give a rather cute squeak of delight, pushing her rump a bit down against his fingers, and seeing that she was allowing it, he continues on, rubbing and pressing his fingers through her shorts, feeling just how wet she really was. At first some part of him thought that it was just water from the beach, but the longer he went on, the less he thought that was the case. There was no doubt about it...she really was in need, and not just for anyone...but for him. That thought alone made him just as aroused, his own member starting to tent his swimming trunks as he groans into the kiss lovingly.

After going at it for a solid minute, they finally break apart the kiss, gasping for air as they looked at each other, deep blushes on their faces. Silver opened her mouth to say something, but her words quickly die down as she gasps, feeling Drak's roaming fingers dig a bit deeper against her groin. "Oh...D-Drak..."

"You really wanted this, huh?" The human asked, smiling lightly as he continued with his finger ministrations.

"B-buck...buck yes. I...I want it so...so badly..." She said, not even fully aware of what she was saying at this point. Drak blushed as he realized that, despite everything, Chrysalis was right. Silver really did want him...and he would be lying if he said that he didn't want her as well.

"I'll be honest...I...I'm not really sure how to move on to...w-well..." He said, his blush never leaving his cheeks. He did know what to do, truth be told, but that was cause of only from what he learned from the internet and second hand accounts, such as his friends. At this point, Silver seemed to be slowly regaining control of herself as she smiled lightly, though her eyes were still clouded by lust.

"Well first...we need to take these things off." She stated as soon as she caught her breath. Reaching forward, she grabbed his shirt and quickly pulled it off of his head, causing him to stop rubbing her for the time being. Once his shirt was tossed to the side, he watches as Silver reaches down and grabs the hem of her own shirt, pulling it up and letting her full breasts bounce into view behind her swimming top. Despite this, he could swear that he sees her nipples poking through them.

Smiling seductively, the mare slowly traces her finger down his chest and onto his stomach, feeling the light toned muscles underneath it. "Mmm...not quite like an Earth pony, but we can work on it later..." She said. Upon realizing what she said, the mare shyly stutters out. "Not that I mean it's bad, I just-"

This time, it was Drak who covered her mouth with a finger as he smiled at her. "Relax, it's fine...I know what you mean."

Silver Bell smiled at this, her nervousness vanishing as she continues tracing down his stomach, soon reaching her goal: his trunks. Giving him a wink, he slides her fingers down and like with Chrysalis before, grasps at his member.

This time, Drak doesn't react so violently, only gasping as he feels the mare's fingers...his mare's fingers...wrap around him, panting as she slowly starts stroking him under his swimming shorts. Panting, he just looks down at her with a shiver, as she looks back up at him with a sweet, if slightly seductive smile, almost like she had no idea what she was doing...but they both knew that wasn't the case.

"Wow..y-your hands are...s-soft..." Drak stuttered out, blushing at such a silly remark. Thankfully, Silver seemed to just take it in stride, giggling lightly.

"Well, having fur does help with the soft part." She says, giggling some more before reaching down with her other hand. Once she had a firm grasp of his shorts, she slowly gives it a small tug. "Now...how about I see what I'm dealing with, ok?"

Now Drak finally hesitated as he gave a small swallow. "Um...I-I g-guess..."

"Now Drak, from what I can feel, I'm sure what you have is more than adequate for me and judging by the size...I'd say it's at least...oh, six inches?" She said, smirking at the last part.

"Um...g-good guess?" Drak said, blushing as she guessed rather accurately. Silver just once again giggled as she gave a more firm tug, this time pulling his shorts down all the way, revealing said six inch cock.

The mare slowly licks her lips as she gets off of him, kneeling right in front of the sitting student. "And, while it may not seem like it, six inches is just fine with me." She whispers, gently nuzzling his member, looking up at him with big, indigo eyes. "Just the right amount of size, length and girth for me to enjoy...and I promise, I will enjoy it Drak." She finishes, before giving a long, slow lick of his shaft, starting from the base and reaching all the way to the tip, giving it a small flick at the end.

The human gasps as he feels her broad, wet tongue slide up his cock, causing him to release a bit of pre right away, the mare quick to pick it up with a couple laps against his head. Humming to herself, she smiles as she lightly suckles his tip, eyes always on his own. "Mmm...and just the right taste as well..." She murmurs, eyes hazy and partially lidded with lust.

As she continues on teasing his shaft with small licks and suckles, Drak desperately tries to not blow his load so soon...though he was really having trouble with holding back. The longer Silver went, the closer he got to releasing his first orgasm, and he really didn't want to end it so soon. Desperate to try and keep himself in check, he looks over to see how his friends were doing, but that just seemed to only increase his own lust, for they were deep in there own session as well.

Chrysalis was now fully focused on sucking off Marcus, the changeling on her back as the human stood over her, his hands on her head roughly yet carefully thrusting away as he shoves his cock into her gullet with each push of his hips. The black mare, however, didn't seem to mind, and in fact encouraged him with the occasional pull of her hands on his hips, eyes closed shut but wings buzzing with excitement. Every so often, Marcus would pull her off, causing Chrysalis to give a small gasp as she caught her breath...only to quickly dive back down, swallowing his cock with the same amount of eagerness as before.

Blake, meanwhile, had stepped away from the main action and moved to something else to keep himself busy...namely, the mare's wet marehood. Having pulled down her lower half and tossed it aside, he was now face first in her wet snatch, lapping and licking along her lower lips, causing her to moan out around the shaft in her mouth, hooves stretched high in the air, legs wrapped around his upper back to prevent him from moving away from her, not that he would though.

After one moment where Marcus pulled Chrysalis off, the changeling gasped with the need for air and moaned it out in a deep heated sound of lust, looking down as the lighter human went to town on her pussy. "B-buck...that mouth of yours...is so...s-so..." She tried to say, only to groan out as another shock of pleasure ran through her body.

The human paused his ministrations as he looked up at her, panting from the effort of eating her out. "Amazing?" He offered, smirking, his hands gripping on her outer thighs, just to make sure she didn't choke him out.

"Amazing doesn't even cover it." She responds, having caught most of her breath, she starts lapping at Marcus's cock before giving it another deep bob, then pulling off it again. "I may need to keep you two for myself after this." She teases, and before either human could ask for some clarification, she dives back down on the tan human's member, swallow and sucking his cock as it speared her throat.

Blake simply rolled his eyes before taking a deep breath, then diving back in as well, this time thrusting his tongue into her wet love tunnel, making it act as a piston as he brushes his upper lip against her clit, causing her wings to flutter and buzz in delight against the towel below her.

As Drak watched on with much interest, his own lust from what Silver was doing was slowly growing stronger, despite his best intentions of trying to keep it down. He was so distracted by them, that he almost didn't notice when she stopped using her tongue and mouth, causing him to blink as he looked over at the mare. As he was about to ask if something was wrong, however, he instead just stares wide eyed, as he watches her grasp her breasts with her hands, giving them a small squeeze as she moans lightly.

"You know...I remember whenever we talked, I would see you glance at these every so often...though you didn't do a good job being subtle about it..." She says, smirking seductively as she leans in a bit more, rubbing them against his shaft.

The human shivers as he feels those soft mounds rub against him, his heartbeat picking up a bit. "I...I'm sorry I...d-didn't mean to...t-to..." He tried to say, only to be shushed once again by the pink mare.

"I know Drak...I know." She smiles, before slowly lifting her chest up above his cock...then sliding it through her cleavage, her top still on as it holds her tits in place, allowing her to move her hands along his legs and up his sides. "Now, however, I want you to do more than look." She says, before she starts to slowly move herself up and down, making her tits bounce in place on top of his lap.

Drak could only shudder at the feeling of those two pillows pressing against his cock, causing it to leak pre onto her fur, his fingers clenching into fists as he tried to fight the impending orgasm that was rather quickly building up in his loins. "F-fuck...Silver..." He says, gasping for air as he automatically thrusts up against her bounces.

The mare simply giggles as he looks on with an innocent look that still made her so seductive, his heart rate jumping into his throat. After a few more bounces, she slowly slides her hands further up his sides onto his arms, grabbing them by his wrist as he pulls them towards her. The human, however, was starting to finally get the idea of things, and replies in kind, pushing his hands forward and placing them on her rack, squeezing them and causing her to gasp in slight surprise.

"S-seems somepony is a fast learner." She smiles, leaning her head down to spit at her cleavage a bit, lubing his cock up even more so it slides effortlessly up and down her pleasure valley. Drak simply gives a small nod before completely focusing on the tit fucking, bouncing her breasts along his shaft at a rather rapid pace, the head of his cock throbbing from the attention that it was receiving.

He wasn't sure just how much longer he was going to last, but he did his damn best to keep himself from exploding, thinking of something else other than what was going on. To try and not think of the amazing sensation that Silver, of all ponies, was giving him. Not to think of her soft breasts, that most certainly felt like the softest pillows, or the fact that she was giving a look that would make a succubus blush, or...or...

And just like that, with a gasp, he feels himself clench, pushing her tits as hard as he can along his shaft as spurts of his seed shoot out, splashing against her muzzle and chest, giving her a decent coating of seed along her fur. Silver blinked in surprise as she felt him orgasm, but quickly smiled as she just allowed him to ride his climax to the end, waiting until he was finally sated.

As the shy human slowly felt his afterglow sink in, he sighs as he leans back against his chair, a small smile on his face as he just thinks over what just happened...only to realize that he came without giving Silver her own release. Blushing, he tries to sit up quickly to look at her, which is rather difficult after one just achieved orgasm for the first time with the help of a partner. "Shit, I...I'm sorry Silver, I...I didn't mean..I tried to...i-it felt so good I just..." He tried to explain, only to be shushed by the pink earth pony.

"Shh, it's fine Drak. I enjoyed making you feel so good." She said, smiling as she slowly pulled herself off of him for the time being. "And the fact that you actually cussed means that I must have done a good job." She added, causing the human to blush even more. He swore that his cheeks were going to be permanently red by the end of this. "Besides, I knew you weren't going to last long on your first try."

"Um...w-what?" He asked, a bit confused.

"Well, first timers normally have trouble lasting long, so a good way to last longer is to get the first orgasm out, which makes the second round much easier to last." She smiles, her hand slowly rubbing his semi hard shaft, doing her best to keep him aroused.

"W-wait...second round?" He asked, feeling rather confused, and a bit worried.

Silver just nods, smiling as she slowly gets up, hand on his cock as she gives it a few more squeezes before releasing him. "Of course, I said I wanted you, and I want our first time to last, so..." She gives him a wink before slowly walking towards the rock near where the other three were still going at it, grabbing a towel in the process.

As Drak watched, he couldn't help but stare as the pink mare slowly swayed her hips, adding a bit more emphasize to them with each step she took, the mare herself looking behind her as she shook her rump. "Like what you see?" She said, causing the human to nod. "Then you are really going to love this."

With a smirk, Silver Bell slowly places her hands on her hips, thumbs hooking under her shorts before pulling them down, bending over as she does so, giving Drak a rather nice view of what it hid underneath. What he saw was...well, gave his heart a whole new reason to start beating faster. As her shorts went down, her nice, round rear came into full view, her lower part of her swim wear sticking between her cheeks, leaving nothing to the imagination. However, even that didn't matter, for just as soon as her shorts were off, so too where her lower swim wear, giving him a clear view of her wet marehood.

Drak simply sat there, mouth agape as he stared, his cock quickly getting hard once again as his heart thumped in his chest. As Silver looked back with a seductive smirk, he realized that she was waiting on him, causing him to quickly get up and walk on over, nearly tripping on his own swimming trunks that were still around his ankles. Silver giggled lightly upon seeing such eagerness, but it only fueled her fire even more as he approached, finding it to be rather adorable in her eyes.

Once behind her, he slowly reaches forward and, after hesitating for a moment, he grasps at her rump, giving it a small squeeze. This in turn causes Silver to moan lightly, pushing her rear back into the feely hands. "So, I take it that you DO like what you see." She teases lightly, keeping herself pushed against him as she fixes the towel on the rock below them.

The human nods, mouth a bit dry as he just squeezes and fondles her full flanks, licking his own lips to try and wet his mouth. "It's...it's w-wow...it's just..."

"I know Drak...and it's all yours." She says softly, slowly moving down until she was on her hands and knees on the towel, rump sticking up in the air and in his hands.

Drak's eyes stayed focus on her rump, slowly kneeling down to follow her as he kept on kneading and pressing against her ass. Slowly, he starts to move himself closer, shuffling his legs until his cock was right behind her. Curious as to how her rear felt, he took a deep breath before moving himself onto her, his cock between her cheeks as he shudders. "It's...still so damn soft..." He whispers, making the mare giggle some more.

"Like I said, one of the benefits to having fur." She smiles, already starting to push and slowly rub her flanks against him, the human moaning as he slowly presses harder, starting to get into the motions...

"FUCK YES! HARDER, BUCK ME HARDER!" Both mare and human quickly turned to the sounds of said shouting, and saw that Marcus, Blake and Chrysalis had switched positions once again, there new spots making it easier to see just how much they were getting into it.

Chrysalis was on her hands and knees as well, but she was kneeling over Blake, who had his hands on her tits, gripping them hard as she rode him, bouncing her ass up and down with each thrust that he made into her. Occasionally she would gasp as she felt her nipples getting teased, but that wasn't the main reason she was screaming. Behind her, Marcus was pounding away, his own hands on her ass, gripping it tightly as he practically ravaged her changeling ass, both humans filling her holes as they each took turns filling on up, before the other one was filled, fucking her in sync with each other.

"F-fuck, someone...really likes it rough..." Stated Blake, gritting his teeth, his eyes clenched shut as he focused on pleasing the mare on top of him.

"Less talking...m-more fucking." Stated Marcus, his eyes nearly going crossed eyed from how tight her rear was being to him.

"A-and you're one to-" Blake started to say, only to be silenced by Chrysalis lunging forward and pulling him into a deep kiss, moaning as she rode against both of them.

Drak and Silver simply watched with increased interest, seeing just how...fierce they were getting into it, causing both of them to blush heavily again. As they watched, Silver couldn't help but notice that the shy human behind her was still gently grinding himself against her ass the entire time. Realizing that he was just as eager to begin as she was, she presses against him harder, causing him to snap out of his staring and look at the mare before him. "Well...looks like we have some catching up to do." She says, winking at him.

Drak nods in agreement, but pauses as he starts to push against her hole, causing Silver to look back again. "Drak, it's ok. Just put the head against-" she started to explain, before this time, she was the one silenced by the human.

"A-actually Silver...can you get on your back please?" He asked, smiling sheepishly as he did so. The pink earth pony smiled, nodding before she did just that, turning around and laying on the towel, her legs now spread and her arms resting above her head, her look still as seductive as when they started this.

"Oh, and why is that? You want to see the reactions that I make as you buck my brains out?" She teased.

To her surprise, the human actually chuckles at this, leaning down until they were face to face, her breasts pressing against his chest, and his cock just pressing against her wet entrance. "Actually...I want to look you in the eyes when I...when I have my first time..." He says rather sheepishly.

This time, it was Silver who blushes, her ears folded to her head in surprise as she stares up at him. "Oh..w-wow that...I..." She tries to speak, but fails, finding that the tables have turned for once. Taking a deep breath, she smiles as she leans up, lightly kissing his lips. "That is the sweetest thing any pony...or anyone has said to me." She said, causing the human to smile. As he heard this, all of his worry faded away completely, leaving him with nothing but a want...a want for her.

With a nod from the mare, he looks down and makes sure he is positioned just right, his head still brushing against her lower lips. With a small push, he starts to press himself against her, causing the mare to shiver as she wraps her arms around his back, smiling lovingly up at him. Drak is so focused on his actions of entering Silver, that he barely even notices her arms around her, and almost misses when he actually does enter her, sliding in with a small pop, causing both pony and human to gasp and moan their delight, Drak's shaft throbbing as he slowly pushes in, the mare's walls relaxing to allow him to enter.

The human quickly looks up at her, watching her expression as he enters inch by inch, Silver bitting her lower lip from the feeling of finally having Drak inside of her. After a few stretched out moments, he was all the way in, his hips resting against her groin, both of them panting as they took in the feeling of being connected together in one of the most basic ways one could be.

As they kept themselves stilled, both panting, Drak is the first one to finally speak. "W-wow. I...it feels so...so..."

"Tight? Soft? Wet?" Offered Silver, giggling lightly even as she caught her breath. Drak simply shook his head as he kisses her lips back, eyes staring into her own.

"it feels so...right." He whispers, causing Silver to blush and even tear up slightly. It was at this point that she felt words were not needed anymore, only actions. Bringing a hand behind his head, she pushes him down and kisses him just as deep as their first kiss, already opening her lips and sliding his tongue into his mouth. Drak was quick to respond, having gotten a similar feeling of needing less words and more actions, and with them deep in lip lock, he starts to finally move.

It was slow at first, as the human just got used to sliding in and out of her, pulling halfway before pushing back in, groaning into her lips as he felt her clench every time he tried to pull out, almost as if she was trying to keep him in. It was a slow back and forth for a while, Drak getting used to how tight she indeed was, and Silver just panting and kissing away, allowing him to adjust to his first time. Very soon, however, the human began to get a bit more bold, increasing his speed as he rocked his hips against her own, eyes clenched shut with the pleasure that was slowly building up.

Meanwhile, the other three were busy taking a small break, the Changeling Queen on her own back as she lapped at Blake's member, eyes partially closed in lust as she panted, legs spread and wrapped around Marcus's waist, who was now thrusting away at her wet pussy.

"Are you...sure...t-that I can..." The tan human tried to ask, only to be silenced by Chrysalis.

"For the last time, my magic will keep things clean, now keep fucking me and don't talk unless it's something dirty." She said, giving him a playful glare before focusing back on Blake's cock, reaching up and grabbing the head into her mouth, suckling it a bit before pushing forward, deep throating it once again. Marcus simply shrugged as he did what she said, hands on her thighs to keep her nice and spread as he thrusted away.

"Just...so eager to...please, aren't you Chrysy?" Said Blake, using the pet name that he made up a few minutes ago. He slowly places a hand on her neck, feeling his cock go down her gullet with each bob that she made. "You just love taking us one after another huh? Wonder how much more you can really take?" He wonders, smirking lightly as he pushes on in.

The changeling only gives a small wink before her horn lights up, and before either human could question what she was up to, they both gave sudden gasps as they felt their balls being fondled by an invisible force, like a hundred small, soft hands were touching and caressing them, slowly trying to coax out their loads with each thrust.

Both humans looked down at her with a surprised look, seeing the sneaky glint in her eyes as they smirk back, thrusting even harder. "Well, it seems like she wants to see just how long we can last." Blake said, his hands going to her shoulders, his thumbs grazing over the tops of her tits as he thrusts deeper, getting her to even gag a bit every so often.

"Then we should be nice and give her what she wants." Marcus agreed, leaning forward a bit and grasping her hips, pulling them towards him with each thrust, his cock pounding away deep into her wet tunnel. With both humans really going at it, the black mare was really going to get the filling that she was looking for.

Drak was still thrusting away at Silver, his thrusts not wavering and in fact getting faster as he breaths heavily through his nose, arms around her back as he holds her close, feeling himself get ever so close to his release. To both of their surprise, it was Silver who broke from the kiss first, gasping for air as she looks up at him with a small whimper. "D-Drak, I...I'm so...s-so c-close." She says softly, eyes wide with need.

The human gave a curt nod as well. "I...I'm too Silver...I don't know...how much longer..." He started to say, mind clouded with lust.

"Don't hold back, just let it go. Cum for me Drak...CUM FOR ME!" She squeals, her entire body suddenly clenching as she reaches her limit, squeezing around the human's shaft, her juices spraying all over their lower legs as she reaches her orgasm, eyes squeezed shut and hands digging into Drak's back.

Drak felt her climax, felt her wetness leak all over his groin and cock as he really started to pound away, his mind and body going into overdrive with how tight she suddenly became. "Fuck I..." he said, but then just groaned as he finally slams as deep as he can inside of her, his cock giving a twitch before unloading his seed right inside, giving her heavy shots off with each few seconds.

Soon, both human and pony start to slowly relax, even as their bodies stayed still, each one close as they held themselves to each other, muscles clenching and bodies aching lightly. Soon, they felt the afterglow of their orgasms reach them, causing both to sigh as they collapsed in place, the human nearly falling on top of her in the process.

As they laid there catching their breath, the workout that Chrysalis was giving both Marcus and Blake was taking it's toil, making both humans pant deeply as they thrusted away, their fingers nearly digging into her chitin, their hips going into overdrive. The magic Chrysalis was using on their balls made sure to keep both of them in a high state of lust without reaching orgasm. Even so, all things had a limit, and both students were starting to reach theirs.

"Fuck, I...I don't think I can take anymore of this." Stated Blake, teeth clenched as he focused on not shooting his load just yet.

"Same here...g-gonna loss it soon." Marcus agreed, his heart pounding away in his chest.

Chrysalis said nothing, not that she could with a mouth full of cock, and just hummed away, squeezing on both shafts in her before, using her magic, he gave them just a small little push. Unable to hold themselves back, the two humans gasped as they arched their backs, unloading their seed into both her throat and her pussy, giving her the nice stuffing that she was looking for. This in turn caused the changeling to groan around the cock, her tight tunnel squeezing hard as her own juices were let out, covering Marcus's waist a bit in her own essence.

As they both road out their climaxes, It was Blake who was the first to come down from his orgasmic high, followed quickly by Marcus, and then Chrysalis, each one panting as they looked at each other with tired but content looks. Marcus was the first to move as he slowly pulled out of her, causing some of his seed to spill out before her natural tightness held it in.

"Fuck...that was intense." He said, sitting back as he took deep breaths, his cock finally sagging as he felt sated from the session.

Blake gave a slow nod as he too started to pull out, only to be held close for a moment as Chrysalis gave a few more suckles to clean him up, then releasing him with a gasp of air. "I have to agree, that was...wow. Just wow." He replied, scooting around so that he was sitting next to her now.

Sitting up, the changeling wiped her mouth a bit before smiling lightly. "And it was such a lovely snack as well. Thank you dearies." She said, patting her belly for emphasize.

"Chrysalis...don't do that." Marcus sighed, shaking his head.

"Well it was. At any rate, thank you for such a fun time." She added, leaning back as she laid down on the towel, eyes closed for the time being. "And if I have to hazard a guess, I'm thinking your other friend is going to thank you guys as well."

Both humans looked at her with a slightly confused look. "What do you..." Started Marcus, only for Blake to tap his shoulder and motion him to look next to them.

Looking over, Marcus could see Drak, rather tiredly but with a satisfied look, lightly napping on top of Silver, who seemed to be just as happy as well, holding the shy student close as she too smiled, her chest lightly rising and lowering him as she was also sound asleep. The tan human was quiet for a few moments before giving a small chuckle and a nod in agreement. "Well, he can thank us another time. It seems that his first time was rather...tiring."

"I have a feeling that he is going to remember it for a long time to come though." The queen stated, smiling to herself. Both humans nodded in agreement as they stood up and stretched, not bothering to put their swimming trunks on. They did just have an orgy after all, and in such a private area of the beach, there wasn't really a point to get dressed.

"Well...now that your orgy is done, how about joining us for a swim?" Marcus offered, extending his hand to the Changeling Queen.

Chrysalis opened her eyes as she stared up at him, eyebrow raised before letting out a small chuckle as she got up from her towel. "Well...I don't suppose some swimming won't go amiss." She said as she started to head over to the water, hips swaying with some added show, as she knew they would be watching. "Just behave yourselves boys, ok?"

Both humans blinked before looking at each other, and with a few chuckles, they quickly got up and ran after her, all three splashing into the water as they sun slowly started setting in the Equestrian sky, one thought in their mind.

This was going to be a very interesting vacation indeed.

Why can't all vacations be like this?

The bell to Vermont University rang for the final time that year, releasing a wave of students out from the classes. The young adults, human and pony alike, bustling and chattering, all of them excited to finally be free for the rest of the year, having all of their three months planned for one thing or another. Soon, the students began to wander back to their apartments to pack up their belongings before taking some form of public transportation to either their homes or a friends, everyone talking about their plans for the season, either here on Earth or in Equestria. Some of these students, however, had other ideas then to simply return back home to relax, wanting a more…exciting vacation.

“Finally, after weeks of studying, we can get some time to ourselves to simply relax!” Exclaimed Marcus as he led his small group of three to his parked car, digging into his pockets for his keys.

The other human, Blake, was nodding in agreement, easily keeping pace with his friend, giving his arms and back a stretch and receiving a few pops from his spine for his efforts. “Agreed man. I still can't believe I passed my physics final with an eighty-nine, I thought for sure that I was going to be getting a seventy at most.” He stated, sighing with relief.

“Well, it’s a good thing that you studied for it then, otherwise you might have had to taken a summer course, and if that were to happen, I would have nothing to do with my bro.” Laughed Marcus, giving him a friendly punch to his arm. Blake gave a slight flinch from the contact, but pretended that he didn’t feel the hit, laughing along with his buddy.

The two of them walked side by side, their steps almost in sync with one another. The two of them had been with each other ever since they met during grade school and ever since then, they were inseparable, from going to the same classes to even hanging outside of school, they were as close as two guys could be, almost like brothers to each other. Some people have even mistaken them as such, since they acted very similar to one another, even while their outer appearances were vastly different. Marcus was the bigger of the two, having an inch over Blake and a slightly thicker build. His short brown hair made for a different contrast against Blake’s brighter blonde hair. Even their skin color was very different between the two, with Blake having a much lighter complexion then his friend, who had a darker tan then he did.

“Yea, and if that happened, then you would have been stuck with Mr. Takative over here.” The human said, turning his head back to speak with their third member of their group. “No offense Drak.”

Their final member of their group was much like Blake in looks, albeit shorter and more closed in then he was. Drak wasn’t one for social conversations, never having been that good with them to begin with, but he made up for it with his quick thinking and kind personality, able to calm down most situations before they became too heated…when he was calm and comfortable enough to do so, that is. Most of the time he is too nervous to say much of anything to anyone other then to both Blake and Marcus, due to the fact that he knows them the best out of anyone else in the school.

The afford mentioned human gave a small shake of his head, tugging a bit more on the hood of his red hoodie, making sure it covered a good deal of his face. “None taken Blake. I doubt I would have been able to think of many things in the way of entertainment.” He softly replied, keeping instep behind his friends.

At this point the three of them had reached Marcus’s car, the human already pulling out the keys and unlocking the doors, allowing the others to enter the door right after him, Blake taking the passenger side while Drak sat in the back. Marcus put the car in gear, pulling out of the parking lot before heading onto the road. Once driving, he began to speak with his friends again. “Well, you don’t have to worry about that part, Drak. I already got our entire vacation planned out for us.” He said, a grin forming on his face.

“Oh, and what would that be exactly?” Drak asked, raising an eyebrow in curiosity.

“Hey Blake, open the glove compartment. It should be right on top of everything in there.” Marcus spoke, ignoring the human’s question. Intrigued, Blake did as he was told, opening the glove compartment and pulling out three slips of paper, his eyes widening in surprise as he saw the contents that were on there.

“Are these…are these…”

“Tickets for a dimensional train to Equestria? Yes they are. That’s not all, look on the back of them.” Marcus responded, his grin growing as Drak leaned forward to see the tickets as well. This time, it was the other student that spoke.

“All paid apartments in Manehatten?! Yea, I’m going to have to pass on that.” He said, leaning back into his car seat and crossing his arms in front of him.

“Aw, come on Drak! It’s not in the actual city, just on one of the beach resorts, so there aren’t any crowds to worry about.” Stated Marcus as Blake placed the tickets back into the glove compartment.

“Yea, no city crowds, but instead plenty of beach crowds. I’m still going to pass on that.”

“Plus, what about all the hot mares and ladies that we might see. Who knows, we might even get you a date to go out with.” Marcus laughed.

He blushed upon hearing this, but otherwise didn’t change his position. “You both know that I’m not interested in finding someone right now.”

“Bullshit. We both know that you’ve been eyeing that mare Silver Bell for the last few months now.”

There was silence for a few moments before Drak responded. “S-so…so I’m attracted to one of the mares at school here, so what? You know that I have a hard time talking to others, let alone asking someone…or somepony…out on a date.”

”Well, if you simply grew a pair and asked her, she might actually say yes. Maybe even wear something else besides that hoodie of yours. How you can wear it in this heat I’ll never understand.”

“How about you let me deal with my own love life and keep your own fashion advice to yourself, ok?” Drak snapped, starting to get a little irritated.

Marcus was about to say something else that might get the human to change his mind, as well as to help calm him down, but before he could, Blake was already saying something. “You know, I heard that she might be there.” He said, casually looking through his phone for some music.

At this, Drak froze, not saying anything as he thought over what his friend said. They waited a few minutes for him to say something, but when he remained silent they assumed that he didn’t hear him. After a few more moments of silence, he suddenly spoke up. “She’s…going to be there?” He asked, trying to make it seem casual but failing miserably at it.

“Yea, I heard that she has a summer job there or something, not really sure what.”

“Probably modeling with a body like that. I mean, damn! That girl has a massive rack, E-cups at least. There’s no way that-” Marcus began before being interrupted by a glare at Blake. Once the driver fell silent, he continued on.

“Anyways, this might be your chance at asking her out, or at least getting to know her. Besides, you really do need to get out more, so why not with us. If the beach does get too crowded, then we can find a more secluded area to be in. Sounds fair?” Offered Blake, hoping that his friend would accept it.

After a long silence that lasted for a good five minutes, Drak let out a loud sigh of defeat. “Fine, but you better promise me that we find a good open area that’s free from all the crowds, deal?”

Both Marcus and Blake smiled as they heard their friend agree to going with them before Marcus spoke up once again. “Deal. And don’t worry about there being that many people or ponies. I was told that the beach we are going to is relatively empty for the most part, so there should be plenty of room for us to enjoy and relax.”

“Well…looks like whoever told you it wouldn’t be crowded is a fucking liar.” Blake said, covering his eyes to better find a spot among the thousands of vacationers that were all crowding the beach.

They had packed their things as soon as Marcus dropped them off at their respective apartments, helping each other to pack their clothing and other necessities to speed up the packing. Even then, once they got on the dimensional train that brought them to Manehatten, the ride itself still took about five hours, the sun already setting once they arrived at the city, taking another thirty minutes to finally find their apartments for the trip here. Unfortunately for the three humans, it was way too late for them to go to the beach, and they were all exhausted from having to travel for so long, so they all called it a night, deciding to go right after breakfast the next morning.

However, there was now the problem of getting through the rather large crowd of ponies, humans, and other species that reside in Equestria, let alone finding a spot they could actually set up.

“Well…it could be worse.” Said Marcus, carrying his towel and an umbrella, wearing only his black swimming trunks. Blake, who was also carrying his own towel over his shoulder and wearing a white tank top and matching swimming shorts, looked at his friend with a deadpanned expression.

“Really? And how, pray tell, could it be worse?” He asked, crossing his arms in front of him.

“Um…ok, I got nothing, I was just trying to lighten up the mood.” He admitted, giving a slight shrug.

“Well, it’s not helping to find us a spot, let alone making him any more comfortable.” Blake stated, gesturing to their third member.

Drak was currently wearing a red t-shirt and Hawaiian swimming trunks. Instead of carrying his towel, however, he had it over his head, acting much like a shawl, doing his best to cover his face and make himself seem smaller then he really is, his heart pounding in his chest at the large crowd that they were about to walk through. He was also carrying a couple of beach chairs under his arms, his knuckles white as he held onto them like his life depended on it.

Worried, Marcus took a few steps closer to the nervous human, bending lower to try and see under the towel. “Hey Drak, how you-” he started to say, only to be interrupted by said human with a low semi growl, semi grunt kind of noise. “O…k…let’s just get through this quickly, before Towel Man-”

“...Not…helping…”

“-get’s a heart attack.” He suggested, getting a ‘no shit’ look from Blake. With that set, they quickly began their search for a decent spot to set up their stuff, Marcus taking the lead while Blake hung next to Drak, making sure that he was still following them.

They continued on through the crowded beach goers, each shriek of delight or even someone stepping too close to them making Drak tense ever so slightly. His eyes were open wide and scanning whatever he could see below his towel, though his head remained facing slightly forward and down. After a good few minutes of wandering, he was starting to calm down until…

“Drak, Marcus, Blake? Is that really you guys?” He froze upon hearing the question, instantly knowing whose voice it was behind it.

“Hey there, Silver Bell. We thought you were going to be working a summer job here, not relaxing under the sun.” Joked Blake, while Marcus gave a small nod of agreement.

“I am. I’m working as a counselor at my old summer camp. We just got here about an hour ago. At the moment, it’s just me and a couple of other’s from school.” She spoke, giving a soft smile. Her yellow and aqua mane gently flowed in the air while her swimming suit would have done little to cover her voluptuous body if she wasn’t also wearing a white shirt with her camp logo on the front and blue jeaned short shorts. It was easy to see the Earth pony traits in her well developed arms and legs, her flat stomach almost defined enough to show a six pack while still making it look soft. Even with the white shirt on, it was easy to see the bright blue bikini through it, emphasizing her already large E-cup chest and highlighting her already bright pink coat.

“Really, you’re a camp counselor? I thought it would have been modeling cause of-” started Marcus before being silenced with an elbow by Blake.

“It sounds like a wonderful job, Silver, and I have no doubt that those fillies and colts love to hang out with you.” He spoke, quickly recovering Marcus’s blunder.

The mare gave a soft giggle, covering a hand over her mouth as she did so. “It’s going very well so far, and yes the foals are enjoying it too.” She acknowledged. She then glanced at Drak before turning back to the other two, giving a worried look to them. “Is Drak doing alright?”

The two humans glanced at the nervous wreck of a human before looking back at the mare, Marcus giving a small shrug. "Well, kind of. He's not too fond of crowds, so he's really feeling...tense, I guess would be the right word." He explained.

"Yea, we're just trying to find a decent spot that doesn't have so many people around for us to set camp, as it were, but as you can see, no such luck." Continued Blake, waving a hand around them to gesture at the large crowds of people and ponies.

Silver gave a small frown of concern, taking a few steps to the hiding human, placing a hand delicately on his shoulder and causing him to tense up from the sudden contact. "Hey, you sure you're doing fine Drak?" She asked, still worried for him despite what his friends said.

There was nothing for a few moments as the three of them waited, but after a good while, the shy human finally whispered, "I...I guess..."

Nodding, the mare took her hand off and turned to the other two humans, rubbing her forehead with her fingers as she thought of something to help them. "Hmm...you know, I think I can help." She finally said, giving them a smile. "I believe that I know of a quiet spot that you guys can go to, and I don't think any pony knows about it either."

"Really? That would be great! We would totally appreciate that, especially Drak." Exclaimed Blake, both he and Marcus giving smiles of relief.

"Yea, its got a hidden cove and is not that far away either. It also got really good privacy with some small cliff rocks and trees, so it would feel like your own private beach."

"That sounds fantastic. But, uh...how are we supposed to get there if we don't know where it is?" Asked Marcus, tilting his head to the side as he waited for her answer.

Silver Bell simply giggled at the look he gave her before responding. "Easy, I'm going to lead you guys there, maybe even join you once we get things settled with the campers. I'm sure I can find somepony to take my spot in an hour or so." She stated.

"Oh...that makes sense..." He spoke, scratching the back of his head sheepishly.

The mare gave another giggle before turning around and walking across the beach. "Just follow me, the sooner we get there, the sooner Drak can relax and feel less tense." She said, her hips giving a nice sway as she walked through the sands, the three males following close behind. Once they were close enough to each other, Blake leaned down so he could whisper to Drak without being overheard.

"You see if you just allowed yourself to be more open, then I bet that you would have no problem going out with her. Not only is she hot, but she's also kind and helpful." He said, smiling at his friend. Upon seeing his friends talking, Marcus leaned down to whisper to them as well.

"Plus, with such a nice rack and sexy body, I bet she is a beast in bed. Why, I can only-" he started, only this time getting interrupted by an elbow from Drak, which was a surprise to both of them. "Ow! What-"

"Marcus...shut up."

It took them a couple of minutes to reach the spot that Silver mentioned, but soon, they were passed the majority of the crowds, only a few stragglers here and there instead of the massive numbers they were in before. Soon, the mare had lead them to their destination: a small stone pathway that lead them through the small forested area and around the rock side cliff.

"Well, there you go. Just follow this path and the beach should be right there." Silver said, giving the friends a bright smile.

Marcus and Blake returned the smile happily, glad to see that they would be able to still relax peacefully. Drak, on the other hand, was still feeling anxious from the whole thing, though his heart was slowly going back down as he did his best to relax. "Yea, this should do it. Again, thank you for showing us this place, and I'm sure that Drak would agree as well." Said Marcus, giving the shy human a small pat on the back.

"Of course, it was my pleasure. I just hope you feel better soon Drak." Stated the pink mare, wrapping her arms around the shy human in a surprise hug, mushing his head into her plush bust. This caused Drak to nearly freeze in shock while the other two humans simply did their best to hold in their laughter. After a few more moments, Silver finally broke the hug, giving the shocked human's shoulder a friendly rub before walking back to where they met her. "I'll be back in about an hour or so. I'll see you guys then!" She shouted as she began to jog her way back to her camping group.

The three of them waved good-bye as they watched her take her leave before turning to face the pathway again. "Well, let's get going people. It's finally time for us to relax!" Exclaimed Blake excitedly, getting a shout of agreement from Marcus and a nod from Drak.

The three of them quickly entered the small forest area, turning around the cliff walls and walking only a few dozen yards ahead before reaching sand again. Once there, they were able to clearly see the beautiful sight that was in front of them: the crystal clear waves gently lapping against the bright clean sand, a few palm trees lining near the forest edge and even a large flat stone that they could relax on if they so wished.

They all stared at it for a few seconds before quickly getting everything placed where the wanted them placed. Drak placed the chairs on the sand near the flat rock, sitting down on one of them as he did his best to calm himself down. Marcus and Blake however, simply tossed their towels onto the smooth rock before swiftly running into the water, giving large whoops of joy like a bunch of kids at a candy shop. Soon, they were already swimming and splashing around the water, having the time of their life as the shy human stayed in the sidelines, smiling at his friends antics. As he watched them play, his mind began to wander around what Blake and Marcus said to him about Silver Bell.

He knew he wasn't the best when it came to meeting others. Hell, he was never good to begin with, and when it was a girl that he liked, he was simply clueless as to what he should do. He closed his eyes as he continued to think, trying to figure out ways to approach the lovely mare about it.

'I suppose I could just ask her from the get go, short and to the point always was the easiest for me. But I don't want to scare her if she isn't interested in me in such a way. Maybe asking to see if she likes anyone at the school, or how she feels about me? No...that would probably make me seem creepy, and then she'll most likely never want to talk to me again. I could ask Marcus or Blake to talk to her for me...no, they want me to do it by myself in the first place, so that won't work either. Well...I guess I could ask her for a private lunch together? Yea...that seems like the best idea, but what will we even talk about? Shit, I have no idea what we would say besides asking what she thinks of me. I just...man I suck at social gatherings...but I really want to ask her out. But what if she says no, or doesn't like me like that, or...wait...what was that noise?

The human's eyes snapped open, looking around for what might have disturbed him from his thinking. However, all he could see was his friends who were now sitting on their towels on the rock, almost like they were sunbathing. A quick look at the sun showed him that it was about thirty minutes since he started thinking, making him realize that he must have zoned out as he was planning on how to ask Silver out. As he remained quiet, he kept his ears out to try and find the noise that disturbed him in the first place. It took him a few moments before he was able to both hear and identify the sound...causing his eyes to go wide with shock as he realized that they weren't alone anymore.

"Guys, I think we have-"

"And what in Equestria are you three doing on my private beach?" Asked a rather strong yet tantalizing feminine voice, causing them to turn to the source of it, only to do a double take when they saw who it was that spoke to them.

Who they saw was not what they were expecting. She seemed to be a pony, but she had bug like wings instead of the feather wings that a Pegasus has, as well as a hard outer shell like skin that seemed to shine in the sunlight. She also had a long horn like one that the princesses would have, except it was crooked and had a few holes in it. Her hooves also seemed to have some holes, though it didn't seem like they bothered her in the slightest. It was easy to tell that it was a female, thanks to a couple of obvious key points, her large chest being one of them.

They were big; there was no doubt about that. The question was how big, since they seemed to move with even her slightest movement, despite the hold that her swimsuit was putting on them, keeping them nice and firm, though they seemed to be perky enough by themselves. It was hard to believe that the swimsuit she wore was even able to hold her breasts in, like it was one size too small.

As for the swimsuit itself, it was a rather scantily clad, aqua one piece, instead of covering most of her body, like they normally do. A single strap went around her chest to cover her top while a couple of strings in front of her connected the top to the bottom right next to her hips, where her bottom part was, acting more like a g-string with a small strip of cloth to cover her privates, but leaving her rear completely exposed, showing her plush ass. Along with her swimsuit, she also brought her own towel and was carrying a bag.

It took a few moments for the three humans to react to the sudden appearance of the women, waiting for her to continue speaking, but it was Blake who decided to speak first. "And...you are who exactly?" He asked, staying seated on his towel as he eyed the new mare.

The black insect-pony mare gave a glare to the white human as she crossed her arms under her chest, making her bust stick out more. "Really child, you don't recognize Chrysalis, the Queen of the Changelings? Tsk, such a disappointment for your schools then. One would think they teach actual history instead of-" she began to say before being interrupted by Marcus.

"Wait, how the hell do you know that we are students from a school?" He demanded, slowly standing up as he stared suspiciously at the mare.

"Please, you're clothing and age just screams vacationing student. Most likely from Earth, if I had to guess. Now, with those pleasantries out of the way, how about you all leave here and let me sunbath in peace." She ordered, strutting over to the flat rock before placing her stuff on it, but keeping it as far as possible from the two humans.

Now this didn't sit well with Marcus, who took a threatening step forward, his arms at the ready. "Yea, that's not happening." He stated, his eyes narrowing.

Chrysalis looked up at the human with surprise before her own eyes narrowed as well. "What was that, human? I could have sworn that you said no." She spoke, a trace of venom lingering in her voice.

"You heard me right. We don't have much of a choice of leaving since our friend here needs to calm down from all the crowds that we have been through just to get here, and there is no way I'm gonna let him suffer some more just because you're not willing to share a simple part of the beach." He said, getting right in front of her. They were now both trying to stare each other down, trying to intimidate the other to backing off, with no clear winner.

The Queen's expression went more aggravated, taking her own step towards the human who dared to challenge her. "You dare to defy an order by a Queen, let alone the-"

"You can be the Queen of the Bitches for all I care, now learn to share this part of the beach with us, or you can leave." Marcus interrupted, his fists starting to clench.

The two of them stood there, trying to stare the other down in a contest of dominance. Blake was standing close by his friend, hoping that things weren't going to get ugly during their vacation, but still ready in case things did go south. Drak was still sitting on his chair, but he had his hands on the armrests, ready to stand up and quickly intervene as well. The four of them remained like this for what felt like half the day, when suddenly, the changeling did something that none of them expected.

She laughed. It was a soft laugh, but a laugh nevertheless, causing Marcus to slightly relax his guard out of confusion as he stared at her.

"Hahaha...ah, you got some balls to stand up to somepony like me, you know?" She spoke, giving a light smile as her own stance relaxed as well.

"Um...thanks, I guess?" He said, unsure what else to say at this point. "Wait, so does that mean you're ok with us staying here?"

"Of course, child, of course. Normally I prefer to bath by myself, but it's...refreshing to see that somepony around here has some backbone to stand up to somepony like me." She said, spreading her towel down before laying down face first, her breasts squishing against the towel as she did so. "So, since you now know my name, how about you tell me your names?" She asked, giving a light stretch of her back before relaxing.

It took the three humans a while to process what just happened before one of them decided to answer, Blake being the first one to recover from their initial shock. "Well, my name's Blake, this is Marcus, and then that's Drak sitting over there." He said, introducing the three of them to the Changeling Queen.

"Mhmm...well then, since we now know each other and we are going to be relaxing here together, then perhaps I could ask one of you for a favor?" Chrysalis asked, a sly grin spreading on her face.

"Uh...sure...I guess?" He answered, not feeling too confident in whatever she was going to ask them to do.

Her grin growing slightly wider, the changeling reaches into her beach bag and rummages around in there for a few moments before raising what she was looking for, pulling out a bottle of sunscreen. "Could one of you stallions possible be so kind as to put sunscreen on me? I believe I forgot to put some on before I came here, and I would rather not get burnt, so if one of you three would be so kind..." She spoke, her eyes suddenly gaining a lustful look to them as she held the bottle out to either Marcus or Blake, since they were the closest to her at the moment.

There was complete silence for a good while, both of the humans taken completely by surprise with what she asked of them. After a good few seconds, it was Marcus who finally stepped forward. "Um...I guess I could..." He spoke, still feeling confused with the offer that she made.

Chrysalis gave a wide smile upon hearing Marcus agree, handing him the bottle as he walked up to her. "Excellent! Now, make sure you get everything." She said in a soft, sing song kind of voice. Once the human took the bottle from her, she turned her head and laid it on her arms, her eyes still staring at him as she waited.

Marcus was a bit lost with what to do. It wasn't that he didn't know what to do, he had a bit of experience when it came to such tasks on the beach, human and mares alike. However, he was the one that normally asked them if he could lotion them, and this was the first time that he was asked to do so. This suddenness was what caused him to stall for a few moments before getting his attention back as Chrysalis cleared her throat.

His mind quickly cleared up upon hearing that, swiftly kneeling down next to her, squirting a bit of the liquid onto his palm before rubbing his hands together. Once he felt ready enough, he squirted a bit more onto her back, causing the mare to shiver slightly, before placing his hands on her back.

Marcus then began to rub the lotion onto her back, he couldn't help but notice that her skin was in fact much harder then it made out to be, more like a chitin on a bug. Her chitin like shell was soft and warm to the touch, with barely any give when he pressed his fingers into her back to try and rub the lotion in. The human started on her lower back area, stealing a glance every so often at her plush rear as he did so before slowly working his way up. As his fingers roamed over her body and his thumbs pressed against her spine, she began to let out small sighs of satisfaction as she enjoyed her little impromptu massage.

Meanwhile, Blake had decided to sit back down on his towel to try and relax, but kept looking back at his friend rub down the changeling, allowing himself to take a glance at her assets every so often as well. Drak, on the other hand, was sitting on his chair still, his legs pulled up as he watched the scene unfold in front of him while doing his best not to seem like he was staring at all.

As Marcus continued applying the lotion onto her chitin, he soon reached the band of her bikini top, stopping as he was unsure if she wanted him to skip over that part of not. His mental question was answered when a sudden green glow surrounded the knot on her back, quickly untying it and placing the strings to the side, allowing the human a non obscured view of her backside.

"Keep going, human, I don't want to get any tan lines after this." She softly spoke, letting her wings give a small flutter as she waited once again. This time he didn't hesitate to continue where he left off, getting another sigh of satisfaction from the mare.

As he continued upward, his fingers lathering the lotion into her chitin to the best of his abilities, pressing his palms down slightly to ease some of her tension away. As Marcus continued, he made sure to avoid the base of her insect like wings, not wanting to accidentally damage them in any sort of way. Despite this, the Queen still gave a low moan of pleasure, causing the human to blush ever so slightly, while Blake simply chuckled silently at his friend.

Marcus was soon finished with the mare's back, but before he could say anything, Chrysalis quickly got up slightly before turning herself over, her top, while still undone, was covering her breasts. The tan human froze once again, his eyes glued to her enormous rack. Of course the changeling noticed this and gave him a sultry look, raising her arms above her and resting her head on them to help emphasize her bust. After a few moments of staring, he realized what she wanted to do and continued his rub down on her stomach.

The queen's belly was nice a taunt, not showing a lot of muscles yet also not showing a lot of fat, giving her a nice flat stomach as his hands slowly went up. Once he finished her stomach, he began with her upper chest and lower neck, being as gentle as possible and even receiving a small coo from the mare. The longer this went on, the more the human couldn't help but blush a little...along with getting himself more into it.

Eventually, he had finished applying the lotion to what was avaible to him, but before he could move anywhere, a green glow surrounded Chrysalis's top and, before the human could do anything, her bikini top was swiftly pulled down, allowing her giant tits popping into full view.

Marcus was simply speechless upon seeing this action, his eyes now glued onto the changeling's chest, getting a small chuckle from her. "Well Marcus? I did say I didn't want any tan lines...so..." she softly spoke, using her magic to grab his hands and pull them onto her breasts without any resistance from the shocked human. "...continue."

Now that she had given him the ok to continue, Marcus's slight nervousness simply vanished, the human gaining a small grin of his own as he leaned down, his fingers slowly squeezing around her two pleasure globes. "Well then...I think I know where this is going." He stated, slowly starting to massage her chest.

The queen sighed in satisfaction as he continued to squeeze her breasts, enjoying how his hands felt against them. “Mmm…I certainly hope so…” She said, closing her eyes and relaxing her body even more as Marcus continued his ministrations.

The human’s hands stayed on top of her tits, her nipples growing harder underneath his palms. While her chitin layer had a hard shell like feeling to it, her chest, while still feeling somewhat like a shell, was a lot more malleable, allowing for Marcus to squeeze and massage it like there was no chitin there in the first place, which in turn caused the changeling to softly moan as her arousal grew.

As he continued to massage her chest, his own arousal was slowly showing, the tent in his swim suit slowly growing the more he played with her chest, shifting from groping each tit to teasing her nipples, giving them a light tug every so often, causing her to moan at the pleasing feeling. After a minute or so of him playing, he gave a sudden grunt of surprise when he felt his pride being man handled, and looking down lower, he sees that Chrysalis had placed her hand onto his crotch, gently stroking his member under his swimming trunks.

“Why, is this a gift for little old me?” She playfully asked, giving his rod a small squeeze, her fingers gently teasing the head.

“Yes it is…you want to unwrap it?” Responded the human, not giving a damn with how cheesy the remark was.

Without another word, the changeling slipped her fingers under his trunks, slowly pulling them down until Marcus’s cock finally slipped free, bobbing slightly in the air before twitching as she gently grasped it in her hands, slowly pumping his cock as she stared up at him, her eyelids partially closed in lust, her cheeks flushed with arousal.

"Mmm...looks delightful. I can't wait to use it." She stated, her fingers tightening slightly around his rode as she pumped Marcus with a slightly increased speed.

The human simply nodded slightly, giving a small grunt as he felt Chrysalis slowly tease him, cupping her chest with his hands and using his thumbs to rub small circles around the nipples. The Changeling Queen gave a hum of approval to his ministrations, giving him a few strong strokes before using her own thumb to tease his tip, making him shiver from the sensation.

As this went on, the two other humans were busy trying to figure out what was just happening. Drak, feeling embarrassed with what was happening, had quickly turned his head away, pointedly avoiding to look at them out of respect…as well as not wanting to seem like a pervert if he was caught staring. Blake, on the other hand, was openly staring at his best friend being pleasured by the Changeling Queen, his eyes wide with surprise and mouth slightly open in shock. His mind was stuck on the scene in front of him, not expecting this to happen so soon in their vacation.

After a few minutes of staring, Blake finally shook his head to clear it, closing his mouth as he finally spoke. “Yo, Marcus! How about you two get a room or something.” He stated, chuckling slightly.

“We already…have an…entire beach to…ourselves.” He said back, not even taking his eyes off of Chrysalis.

“You know, you’re more then welcome to join if you so wish.” The queen spoke, switching her lustful gaze to the staring human.

“I…what? Seriously?” He asked, his eyes going even wider from the invitation, to which he received a nod from the changeling. He had been in a few three ways before, all of them involving Marcus and a female, but normally it was with someone that they knew well enough to even think of asking them. Never had it been with someone that they just met on that day.

Of course, Blake wasn’t going to start questioning it and without another word, he quickly hopped to his feet and walked up to the laying changeling, kneeling down next to her head as he pulled his own trunks down, his member bouncing out as he did so, hard and ready to go.

Chrysalis grinned at the new cock, using her other hand to grasp it, giving Blake the same treatment as his friend, her thumb tracing small circles around his tip. “Looks just as good, Blake. Then again, I had a hunch that it would.” Stated the changeling, giving a small chuckle and a teasing wink before leaning her head forward, sticking her tongue out and giving it a few teasing licks.

Blake gave a small, muted gasp as he felt her wet tongue on the head, his cock twitching slightly as a bit of pre leaked from his tip. The changeling lapped it up into her mouth, giving a small smack of her lips, as she tasted his pre. Grinning, she began to give gentle kisses onto his cock head, her eyes closed as she slowly started to get more into it.

Marcus, meanwhile, was still keeping himself busy playing with the changeling’s tits, groping and squeezing the malleable pleasure globes in his hands. However, he began to feel a bit left out when he felt Chrysalis’s hand slowly stop its ministrations on his own member. After giving a few weak thrusts to try and get her to continue, without effect, he was starting to feel a bit annoyed when he realized that he had another way that she could please him. Giving himself an internal grin, he quickly swung his leg over her side so he was straddling her upper stomach and gently lowered his cock right between her plush bust, squishing them together to create a soft cushion feeling for him.

Chrysalis gave a small gasp as she felt him squish his member between her breasts, looking up at the tan human with a twinkle of glee in her eyes. “Glad to see somepony willing to take the initiative.” She stated before turning her attention back to Blake. Giving his cock one last lick, she slowly pushes the head past her lips, giving it a gentle suckle before making her head bob up and down his cock in a swift manner, wanting to see how long the human could last.

Marcus, taking her comment as an ok to continue, started to buck his hips into her cleavage, making sure his hands kept them wrapped around his member as he did so, moaning as some of his pre dripped onto the queen’s chest, making it that much slicker for him to use. Wanting to make sure that his partner was feeling just enough pleasure as he was, he began to use his thumbs to tease her nipples, getting a muffled moan from the mare every so often.

Blake, meanwhile, was simply staring down at Chrysalis as he received, at least for him, the best blowjob ever. Her lips were so soft as she took him in, her tongue just teasing the right spots with every intake. She kept one hand on his length, quickly jacking him off as he sucked on his head, making him tense ever so often with each sensitive point she touched. He could feel himself slowly building up to a rather quick climax, despite his best attempts at holding it off, and wanting to try and slow the pleasure down a bit, he quickly grabbed the changeling’s head in both of his hands and tried to pull her off.

The Changeling Queen, however, merely took this as a challenge and, with a sly glint in her eyes, she grabbed his hips with her free hand and pulled herself all the way down, giving a louder moan as she vibrated Blake’s cock in her throat.

That was the last straw for the human as, with a small groan, he finally spurt his load right down her throat. His hands remained on her mane as his orgasm continued onwards, electric pleasure shooting down his back. The changeling quickly pulled back slightly to allow his cum to fill her mouth, enjoying the taste of him as she drank it all down. After a few more spurts, the human soon felt himself reach his afterglow, panting lightly, his eyes glazed slightly.

Marcus simply watched it all happen, the Changeling sucking on his best friend's cock like a straw as she swallowed it all, not letting a single drop escape her maw. His hips began to move even faster, his own cock pulsating between the lushes pillows of her breasts as he slowly began to feel himself reach his own climax. Chrysalis, noticing that he was close, gave Blake's member one last suckle before letting it out of her mouth with a loud pop. She then stared at the tan human with half-lidded eyes, her free hand helping to move her large tits on his member while using her other hand to slowly stroke Blake, making sure to keep him aroused as she began talking, her voice low and seductive.

"You gonna cum for me, Marcus? You want to cum all over my tits, covering them in your thick seed? You want to make a mess of me as you climax, sexy?" She said, licking her lips to add to the effect. Marcus gave a curt nod, his mind focused on reaching orgasm while his eyes were locked onto the mare's own hypnotic eyes. All he could think of was shooting his seed out, painting her black chitin white with it.

"Well then...let it out, big boy. Just let it all out." She whispered, opening her mouth near the end, tongue sticking out as she waited for what was to come.

With that, Marcus lost the last of his will to hold back. Giving a couple more hard thrusts, he groaned as his orgasm hits him, his cock spewing his seed out and splattering on Chrysalis's chest and neck. A few of the splotches even landed in her open mouth on her tongue. She simply stayed still as the human slowly petered out. Once his climax had ended, the queen closed her mouth and then gave an audible swallow, making sure the bulge was easily seen by the tan man as it traveled down her throat.

"Mmm...just as delicious as I thought it would be, my dear." She said, giving a low chuckle.

Marcus could only pant in slight exhaustion as he slowly recovered from one of the best tit fucks that he had received in his life, his eyes unfocused as he stared at the mare. "Wow, that...that was..." He tried to say, but he was unable to figure out how to describe the amazing sensation that the mare had gave him. When his vision cleared up, he was surprised to see that the Changeling mare was still stroking them, keeping them somewhat hard even after their orgasms had just passed them.

"Oh, don't think I'm done with you two yet. I have a lot planned out for us, and I'm hoping that your third friend would be willing to join us this time around." She said, giving the tips of their cocks a kiss.

It took them a few moments to realize that Drak was still here, causing them to quickly turn around to see how he was faring after witnessing their tryst. They both knew that he was still a virgin, and was most likely extremely uncomfortable with watching what they just did in...if he did watch them at all, that is. To their relief, he was simply staring out into the waves, his shirt still on, the towel hanging around his shoulders now instead of covering his head. They did notice, however, that he was also looking a lot more rigid then before, most likely cause he was trying to keep himself calm with all that was happening.

"Shit, sorry Drak! We just...I mean, it just slipped out of our minds." Blake stated, being the first to recover and say something to try and comfort their shy friend.

The pale human, however, merely shook his head, keeping his gaze in front of him, not even glancing at the other two humans. "It's all good, I mean, we...we are on vacation, right?" He simply said, and while he tried to keep his voice steady, there was still a slight waver that made it through.

"Still, we should have remembered about...well, you know." Marcus responded, standing up and pulling his swimming trunks back on. At this time, both friends had removed themselves from the Changeling Queen and dressed themselves a bit to make themselves somewhat modest as they helped to calm the other human.

"Yea, and this is about all of us, not just Marcus and I." Blake agreed, not wanting Drak to be left out of their vacation plans.

"I said it's fine, really." Drak assured, not wanting to worry them any further. They remained quiet for a good minute or two as each one tries to say something to make the other feel better. Finally, it was the shy human that spoke again. " I think...I think I'll just go for a swim or something, you know?" He said as he slowly started to get himself up. However, it was at this point that Chrysalis suddenly appeared right next to Drak, having washed her chest and neck during their talk before simply walking up to him.

"Come now, Drak. Don't you think you should enjoy yourself as well?" She said in a low tone, a small, seductive smirk on her muzzle as she stared down at him, placing her hand on his shoulder. The human looked up in surprise before looking away again, for she was still topless.

"N-n-no, really, it's-" He began to say before the changeling placed her finger on his lips, effectively silencing him.

"Shh, it's all right. Just let me take the lead for you." She whispered. She then slowly started to walk around Drak, eyeing him up and down, her mind already planning on just what to do to pleasure him. The human was quiet the entire time, unable to think of anything to say as he watched the sexy changeling walk around him, and before he knew it, she was already straddling him, her crotch robbing against his groin, her sexual need easily felt as it was soaked through her lower bikini.

The shy human gave a start as she basically sat on him, his breath catching in his throat as she slowly began to grind against him, panting slightly. Chrysalis gave another slight smirk as she used her magic to bring his hands up, making him reach forward to grab her chest, making him squeeze his fingers around the large tits and causing her to moan. "Mmm, just like that, my dear. Just let me show you what to do to make a mare moan in need." She said softly, her tongue already sticking out as she began to pant with her 'assisted' ministrations.

Meanwhile, Marcus and Blake were just standing by, watching it all happen. At first Marcus was going to rush in and pull the Changeling Queen off of his friend, but was stopped when Blake held a hand out. Confused and irritated, he glared at the other human to tell him to let him go, but stopped when he saw the look the taller student was giving him. Blake simply shook his head, knowing that while Drak may no be in the best of situations, it would be worse if they helped him out. He always had some sort of pride to him with these kinds of things, preferring to solve things himself or get out of certain situations by himself. He got really annoyed if he received help by someone without him asking it. After staring at each other, Marcus let out a small sigh and a nod before turning back to the situation at hand, knowing that Drak would stop the mare if he really didn't want to do this. He still kept a close eye, however, prepared to jump in at a moments notice, despite what his friends would say.

When the two other students began to watch again, Drak had began to relax a bit, his muscles a little less tense as he just watched what was happening right now, even slowly getting into it himself. The changeling gave a grin as she slowly began to release her magic on his hands, letting him play with her breasts on his own accord. She moaned as he began to give small squeezes around them, his thumbs gently flicking over her nipples as he tried to bring more pleasure to her. Chrysalis slowly began to hump a bit harder, feeling his cock between them and underneath his swimming shorts.

"That's it, Drak, just keep playing with my tits like that. You're a quick learner I can see." She said, getting a blush from the human, but otherwise he continued on with his ministrations, his eyes glazed over as lust slowly began to overcome his senses. Slowly, the mare brought her hands from his shoulders and down his chest, rubbing his pecs for a few moments before slipping his shirt off rather quickly. The human barely even noticed as she continued on down, reaching his stomach as her fingers gently traced random shapes along him. Once she reached his lower belly, her fingers gently coiled around the waistband and pulled them up slightly, allowing her to slide her fingers down, the tips still touching his skin. Soon, the mare found what she was looking for: his hard cock, giving a victorious grin as she slowly wrapped her long fingers around it.

As soon as Drak felt this, his mind finally caught up with what he was doing, causing him to react rather suddenly. Before anyone could do anything, the human quickly grabbed the changeling by the arms and shoved her away from him, causing her to land flat on her ass. Once she was off of him, Drak quickly wrapped his towel around himself, his knees coming up to his chest as he held himself there, keeping his gaze away from her. For a few moments there was silence as each party tried to figure out what in the world just happened, then Chrysalis quickly sprang up to her hooves, glaring harshly at the human.

"What...the...fuck was that?!" She practically demanded from him. "Is that how you treat all the mares that try to get a simple buck from you? You just toss them away? Well, maybe I should-"

"Leave him alone, Chrysalis." Stated Marcus, unable to stand on the sidelines for any longer. "He's not at fault for this."

The Changeling nearly sputtered in anger at what the human said to her. "What!? How is it not his fault?! He's the one who threw me onto the ground when all I did was tease him a bit. And to think that he-" she began to say before Blake interupted.

"Trust us, he's not really...used to these situations." Blake said, hoping that they would be able to explain why Drak did what he did. Before he could say anything else, however, the aforementioned human decided to speak up.

"Guys, I...I'll explain it." He said softly, not making eye contact with any if them.

Both humans were quiet for a few moments before looking at each other and giving a small nod, their postures relaxing slightly. When it was obvious that they weren't going to say anythin else, Chrysalis quickly turned back to face the shy human, staring right at him with her hands on her hips. Despite her nude appearance, she still looked intimidating to the humans. "Well then, I'm waiting."

Drak was quiet for a few moments as he collected his thoughts before speaking. "I...I'm a...well, a virgin." He stated, keeping his gaze lowered for the time being.

"Well, that much is obvious." Stated the queen, not phased by this news. She had already suspected that he was a virgin due to how he had reacted with the three of them groping each other and then when she went seductive on him. "However, it still doesn't explain why you tossed me like that. I would expect for a colt such as you to be more then eager to have their first time with somepony like me. Hell, most ponies dream of getting in the same bed as me, unless..." She started to say before suddenly becoming quiet. As she thought it through, she slowly realized why he reacted so violently, a grin slowly appearing along her face as she stared at the human. Her posture had relaxed and she was now closer to the human, placing a hand on his knee to get his attention. "...unless...you have somepony else in mind."

This got the wanted reaction that she was looking for; the human turning his head to the side to avoid eye contact as his blush deepened. Letting out a light chuckle, Chrysalis slowly walk up to the human once again, only this time her horn was glowing as she approached him. Once she was right in front of him, she gently cupped her hand under his chin, turning his gaze to look at her. Licking her lips, she quickly leaned forward before Drak could react, locking lips with the human.

Drak, stunned once again, simply froze up, unsure what to do. However, as the seconds ticked by, and since he didn't see the mare make any other moves, he slowly closed his eyes, allowing himself to relax and at least enjoy the simply contact of their lips.

As the seconds ticked by, the queen slowly began to work her magic, small flickers of green light starting to appear around her body. Soon, the sparks became green flames, rapidly engulfing the changeling. Soon, she was completely encased in green fire, causing Marcus and Blake to worry quite a bit. However, before they could do anything, the flames died down, revealing a different yet...familiar mare in its place.

After a few more moments of kissing, Drak felt Chrysalis slowly pulled back, causing him to part his eyes a little, only to have them widen in shock and confusion. For there, standing in front of him, was Silver Bell; a naked Silver Bell.

Drak was frozen in confusion and shock, his face turning completely red from nervousness and embarrassment. Chrysalis, for it was indeed her disguised as the pink earth pony, simply took this as a sign to push forward, mimicking everything down to a T.

"Oh Drak, I want you so badly. Can't you see how badly I want you. I want you to kiss me, to touch me, to love me, to mate with me. Please, be my mate and partner, buck me now, Drak. I need you in me" Whispered the disguised changeling, fluttering her eyes as she stared down at the human.

Drak was silent for a moment, still shocked by the sudden change of things. However, the more rational part of his mind slowly kicked into gear, and he was able to realize that it was still Chrysalis that was in front of him. Giving a small shake of his head to clear his mind, the pale human was able to get his thoughts together and speak in a somewhat calm tone. "Y-you...how did you...h-how..."

"Why, I just used a small mind reading spell. Nothing too dramatic, mind you, just something that is able to tell me what you love/lust for the most. And this...Silver Bell, I believe...well, you certainly picked a creme of the crop...and somepony who is way out of your league." Stated the queen, giving herself a look over, especially at her now larger chest, moaning as she ran her hands over them, causing the human to tremble. "Despite that, you still yearn for her, even when you have no chance of being with her. But I can make it a reality. I can be what you always want. I can make your dream come true. What do you say, Drakalian? Do you want to make love to the mare you hold so dear?"

All was quiet on the human's side, none of them sure what to say to anything that Chrysalis just said. Marcus was rather upset that she used a mind spell on his friend, even if it wasn't that intrusive, a mind spell is a mind spell. Blake was rather unsure what to think, knowing that Drak had to make this choice on his own, despite wanting to tell him not to do it.

Drak was silent for a while, unable to say anything as he thought it over. The fact that he was actually thinking about doing this made him shiver with both yearning and foreboding, unsure what to say. What the changeling said was true; he wants Silver a lot, he has thought of them doing such things for so long, and he always knew that she was way out of her league, which was the main reason why he never even tried to talk to her that much, unless he was with Marcus or Blake. This could possible be his only chance of living out his dream, and with that in mind, he stares up at the disguised Chrysalis with new determination, ready to agree with her when...

"Hey, get off of Drak right NOW!"

Everyone turned to the sudden voice that appeared from behind them, and they were all surprised when they saw that it was Silver Bell, her arms crossed in front of her as she glared at the mirrored version of herself, minus the clothes. Stomping towards the human and changeling, she rather roughly pushes Chrysalis away from Drak before standing in front of him, still staring at the queen.

"How dare you think that Drak of all people would agree to something like this. He isn't one to make such rash decisions, let alone one such as this. Using a mind spell on him without his consent, and then using my own body to get him to buck you? I mean, do you really think you would be able to make him fall for this silly trick of yours when he has been wanting me this entire time? He can take as much time as he wants with talking to me, I don't mind waiting. Hell, he's better then most of the other guys at school who don't even bother trying to hide their intentions, and you're no different then some of the girls as well. To think that you could get away with such a thing as well, why I should-" She began to say before being interrupted by Drak.

"W-wait...you...you heard what she said about...about me." Asked Drak, staring up at the mare.

At this, Silver seemed to calm down a little, turning to face the shy human before kneeling down at eye level. "Yes Drak, I did hear what she said. Though to be honest, I kind of thought you took a liking to me already. You...don't really hide it well, to be honest." She replied, giving a small blush. This caused the two other humans and changeling to give a few snickers, while the human in mention just blushed even more.

"Oh...I...I'm sorry, I just...I didn't mean to...I-" He tried to say before Bell placed a finger on his lips.

"Shh, no need to be sorry for anything. If anything it's me who should be blamed. I heard that for humans it was custom for the males to ask the females out, so I just thought that if I waited long enough you would attempt to ask me out. I should have listened to my friends and just ask you out instead of waiting." She said, giving an apologetic smile.

Now Drak was so surprised by this that his nervousness suddenly seemed to slip away. He was still anxious, but he felt more in control now then ever before. He remained silent for a while after the pink mare removed her finger.

"Anyways, I...well, I was hoping that by waiting and allowing you to ask me out it would draw less attention. Apparently this wasn't the case, as it seemed to just give others a chance to ask me out. The only reason why I didn't go with them was cause I assumed you would ask me soon, since you were the first one who I saw that actually seemed interested in me. I...I'm sorry for making you wait, and I'll understand if you wish to just be friends." She finished, her ears dropping slightly as she looked down in embarrassment.

It was at this point that silence fell on the entire group. During this silence, Drak simply stared at his long time crush for what felt like hours. However, he was quickly drawn out of his staring by some whispering close by, and looking up, he sees that both Blake and Marcus were giving rather obvious signs to just go for it. Remembering what they said earlier about him just doing it, he took a deep breath and then slowly exhaled before staring back at Silver, a nervous yet willing smile on his face. "Hey, Silver."

Silver slowly looked up at him, her face curious yet still sad from her previous speech. "I...if you want, we could...we could go out sometime. maybe...maybe get some lunch or...or something?" The shy human asked, his cheeks flushed crimson.

Silver Bell was silent for a few moments, surprised that despite all the waiting, he was still willing to try and go out with her, gave a huge smile before leaning forward and giving him a big hug, once again engulfing his head with her well endowed cleavage. "Of course I would love go out with you." She said, holding him close. "I want to get to know the real Drak, not the one that hides under his hood all day." After a few moments of nothing, Drak finally reacted back to the hug and wrapped his own arms around her, giving her a hug as well.

After a few minutes of hugging, they finally parted, hug smiles on both of their faces. Before Marcus or Blake could properly congratulate either of them, Chrysalis, who was standing by the side lines and in her normal form, suddenly appeared right next to the new pair.

"So...if you two are done with this admitting feelings, how about we really get to know each other?" She said, giving a seductive wink. Despite everything that Silver had said when she first appeared, she seemed to be unfazed by it at all.

"Wait...you mean..." Marcus started to say before falling silent. The changeling Queen, turning to the human, gave a large, happy grin at him, nodding before she finished her thought.

"I do. I think now would be the perfect time for us to have a little bit of an orgy."

Author's Note

So...this took MUCH longer then I thought it would be, but at any rate, here it is. This was supposed to be a simple one shot for a contest, but now it has evolved into something much more. First of all, I want to start off with saying that this is a gift to my friend Duelist96, for just helping me out and being an amazing friend, editor, and simply just being great. He has come such a long way since he started writing, and despite all of the pit falls and hard times that he has, he still kept on going. He gave me a gift already for some of the things I did, but I would like to think that he has done so much more for me then I have for him. When you read this, and I KNOW that you will, I just want to say keep on writing, no matter what happens. I plan on continuing my own writing very soon, and hopefully getting back into the swing of things. In the mean time, please enjoy this gift to you.

Oh, and also...yea, it's kind of a cliffhanger there, but that's because it was getting too long for it to be a simple one shot, so I decided to just split it into separate chapters. Right now I just plan on doing two chapters in total for this quick erotic story, but for now...I really need to get back to my main story. It has been TOO LONG since I've even touched it.