Butterscotch Kisses

by thatoneguy28

Rating: mature
Tags: Slice of Life, Alternate Universe
Length: 3950

Butterscotch and Elusive go to a hotel. Sexy times happen

Butterscotch invites Elusive on vacation to a hotel. But does one of them have an ulterior motive for going?

R63 story

Published 1970-01-01 00:00:00 UTC
Last updated 2017-01-19 18:13:03 UTC

The Hotel Room

Butterscotch paced back and forth in his room, listening to the sounds of some sort of fashion reality show coming from the room next door. The room that was currently occupied by Elusive. When he had booked the hotel room and invited Elusive, Butterscotch was under the impression they’d be in the same room with two double beds. Instead, when they had arrived the front desk told them that due to a small clerical error, the only rooms left had a single bed. Butterscotch, who didn’t like conflict much at all, just agreed to get the two separate rooms joined by a door. Elusive was kind enough to offer to pay the difference for the room prices. As an apology, the hotel staff offered to give the pair comped room service, which both ponies happily agreed to.

So there was Butterscotch, nervously fidgeting as he paced in his room. This was not how his plan was supposed to go at all! It was supposed to be a shared room, leaving him and Elusive alone in said room. Instead they were in separate rooms. A blush slowly grew over Butterscotch’s face as he paced, getting close to the door. The door between the rooms that would lead to Elusive. He raised a hoof and poised it to give a knock but stopped himself, giving a nervous gulp.

“Calm down, Butterscotch,” he said to himself as he stood at the door. “Things haven’t worked out quite the way you had it planned in your mind, but Elusive’s here, we’ve got free room service, and he’s just next door. All I have to do is knock."

He hesitated yet again, hoof inches away from knocking. Butterscotch let out a sharp eep and took a single step back from the door. He flapped his wings a couple of times and mimicked the same hoof wave Dusk Shine had learned to calm himself. Once finally calm, he stepped up to the door again. With a shaking hoof he reached up toward the door. Another hesitation but this time Butterscotch willed himself to knock on the door, surprising even himself. “I’m really going to do this!”

Knock knock knock!

Butterscotch had barely knocked on the door and was afraid that Elusive might not have heard him. He was about to turn tail and forget the whole thing but Elusive’s voice rang out before he could.

“Butterscotch, dear, is that you?” Elusive asked loudly. “You know you don’t have to knock. Come on in.”

Butterscotch slowly opened the door and walked inside, blush deepening on his face. “I-I know, Elusive, but what if you had just-” He paused only briefly, his mouth working quicker than the filter in his brain could. “Stepped out of the shower?”

No sooner had the words left his mouth, Butterscotch was shifting on his hooves uncomfortably. Not from embarrassment at his outburst, no. He was trying to conceal his slowly plumping sheath. Awkwardly he shuffled over to Elusive’s bed, where the white stallion was laying on his stomach and watching Equestria’s Next Top model. Butterscotch could take solace in one thing: Whenever Elusive was busy watching his shows, he was effectively oblivious to the world. He climbed up slowly and sat down, a short distance away from Elusive.

Butterscotch couldn’t care less about the tv program, nor could he even focus on it. He’d steal a glance toward Elusive every now and then before looking away shyly. He pretended to be watching the program, subconsciously scooting himself closer to Rarity as the program continued. Just as Elusive’s program ended, Butterscotch ended up right next to him. Elusive, his attention now no longer focused on the TV, turned to find himself nearly muzzle to muzzle with Butterscotch. Caught by surprise, Elusive backed up slightly but took note of Butterscotch’s expression.

“Oh! Butterscotch! When did you sit down next to me?”

Butterscotch continued to blush and eeped softly. “S-Sorry, I was- You were watching your show and I didn’t want to disturb you and-” Butterscotch began to sweat slightly and his heart began to race. He was so close to Elusive, he could smell the stallion’s cologne. He even gave a small sniff to get a whiff of the scent, a lovely mix of lavender and vanilla with hints of roses. ”Butterscotch?” He leaned a bit closer, blush deepening. Slowly his eyes closed as he began to imagine their lips touching. "Butterscotch?” Their lips would part, slowly turning into a deep kiss that would last for nearly a minute, maybe longer, before they would break the kiss. The two would pull away, Butterscotch panting while Elusive would say his name-

“Butterscotch!”

The stallion with that name blinked his eyes open to find Elusive staring right at him. “W-What was that Elusive?” he asked, fidgeting on the bed. He could feel the tip of his penis just slipping out of the sheath, his fantasy stirring his feelings.

“Butterscotch, are you alright?” asked Elusive, his eyes trained on the sweating, blushing stallion sitting before him. “You’ve been acting rather odd since we’ve checked in. You’ve barely talked since we got in, you’ve holed yourself up in your room for the past few hours, and you’re sweating and your cheeks are all red. You haven’t gotten sick have you?”

Butterscotch had no verbal answer to any of Elusive’s question. Something snapped in his mind, causing Butterscotch to lurch forward and practically shove his lips to Elusive’s. Slowly he parted his lips, letting his tongue brush gently over Elusive’s lips. Before he was able to get carried away, though, Butterscotch realized what he was doing and broke the kiss immediately. He panted slightly and stared at Elusive, a look of excitement and fear on his face. What had he just done!? A tense few seconds passed before Butterscotch was able to say anything.

“I’m so sorry!” he blurted out, scooting back away from Elusive. “This isn’t how I had things planned out in my mind when I invited you here! It was supposed to be a single room not two and-” Butterscotch eeped when he felt a hoof on his shoulder and he looked up, finding Elusive staring right into his eyes.

Elusive smiled softly, a knowing look crossing his face. Not a hint of anger was in his look or his tone as he spoke to Butterscotch. “Oh, Butterscotch, now I understand why you were acting like you were. I have to ask, though. Why didn’t you just come to me and ask about doing this?” He paused and looked over the quivering stallion sitting in front of him. He then laughed softly and nodded. “Of course, I forgot who I was talking to.”

Butterscotch continued to scoot away from Elusive. Despite the soft, even words, he was still embarrassed about what he had done. Elusive allowed the yellow pegasus stallion climb off the bed and watched as Butterscotch shuffled his way toward the open door between their rooms. His discerning eye caught a glimpse of Butterscotch’s cock, what little was hanging out of his sheath. It was his turn to start blushing, a hoof reaching out to stop Butterscotch right in front of the tv.

“Elusive? I… I shouldn’t have done this I’m so sorry and I’ll leave if you want me to-”

“Shhh shh shh,” Elusive said in turn, silencing the apologizing pegasus. “Don’t be sorry. In fact, I’m quite surprised at this. You, of all ponies planning something somewhat elaborate like this? I’m impressed.” His eyes slowly narrowed as he tugged Butterscotch close enough to smell his cologne again. “Besides,” he continued, lowering his voice to a husky whisper, “I never said you had to leave.”

Butterscotch’s heart pounded in his chest. Despite things not going exactly how he had planned, his ultimate goal was just within reach. Surprising even himself, he took the opportunity and stepped forward. He once again pressed his lips to Elusive’s, this time finding Elusive’s mouth parting. Expecting Elusive’s tongue to slide into his mouth, he was surprised to find that not happening. Instead, Butterscotch found his tongue was sliding into Elusive’s mouth.

The two tongues wrestled inside of Elusive’s mouth, Butterscotch being the more aggressive.There was a slight hint of chocolate on Elusive’s breath. The kiss was everything he had imagined, even down to Elusive’s breath. In the midst of the kiss, Butterscotch wasn’t aware that his wings had flared out in arousal.

The kiss broke. A strand of saliva connected the two ponies’ mouths before snapping, leaving the two panting hard. Butterscotch’s eyes glanced down to see Elusive’s cock hard and throbbing. It was obvious that the kiss had an effect on the white stallion. Elusive, who was about to be the one to break the silence by commenting how well Butterscotch could kiss, opened his mouth. Instead of words, though, there only came a low, throaty moan, punctuated by a slurping sound. His cock felt warmer and more slick. With a blush growing on his face, Elusive glanced downwards.

What Elusive found was Butterscotch between his legs. His lips were wrapped around the shaft as he bobbed his head up and down gently. Only the tip was in the warm, velvety mouth, but it felt divine. Elusive gave a small thrust, forcing a tiny bit more of his length into the mouth.

Butterscotch jerked back in surprise at the thrust and slipped his lips off the end of the throbbing member. It was his turn to blush deeply. “Oh, Elusive,” he said in a soft whisper. “You’re always so generous and never ask anything in return. Even now, you offered to pay the difference in the price of the room. Please, let me be generous in offering a form of compensation?”

Elusive smiled wide, eyes narrowing somewhat. The smile faded slowly, not into a frown but a sultry expression. He nodded and leaned back, all the while spreading his legs and letting his saliva slicked cock bob in the cool air. A single drop of pre clung to the tip in anticipation. Slowly and deliberately, Butterscotch approached the bobbing, throbbing length. He lovingly licked the member starting from the base of the sheath all the way to the tip. He savored the taste as his wings twitched. Another long lick but this time, Butterscotch slipped the tip back into his mouth.

With a single move, Butterscotch slid the member all the way to the back of his throat. His tongue lapped over the taut, throbbing flesh. The medial ring lie just beyond the stallion’s lips, his warm breath teasingly wafting over it. It was no surprise to Butterscotch that his ministrations elicited a loud moan from Elusive who, had he been able to do anything but moan in ecstasy, would have asked  how Butterscotch could be so good at what he was doing.

Butterscotch very slowly and deliberately slid his mouth and tongue along the cock until just the tip of it rested in his mouth. Elusive was finally able to catch enough of a breath to glance down and open her mouth to speak. Butterscotch returned the gaze, staring into Elusive’s eyes. Elusive’s lips began to move to form words, which Butterscotch took as his cue. He quickly slid his mouth back down along the length. This time he went past the medial ring and even further, his nose nearly bumping against Elusive’s sheath. The sudden warmth and tightness devolved any words Elusive might have been about to say into loud, pleasured moans. Butterscotch barely bobbed his head as he swallowed forcefully around the cock plugging his throat, expertly milking it.

Each twitch, each throb of the cock could be felt by Butterscotch as he worked. His gaze never left Elusive’s face, trying to judge when he was close. Another throb and twitch, visible from the bulge in his throat. He saw Elusive’s face contorting slowly into a look of pure pleasure. Butterscotch slowly slid back down the cock until the tip popped free of his mouth. He watched the cock as it throbbed and bobbed with need, Elusive an incoherent mess of moans of delight.

Butterscotch reached out a hoof and started quickly rubbing the cock. As soon as he touched it, the cock throbbed heavily and Elusive’s balls twitched. He was just on the edge of release. Taking no time he and Elusive turned over to end up with Butterscotch on top of Elusive. He sped his rubbing as he aimed the cock tip to his belly. A few more strokes and Elusive came, cum spurting out onto Butterscotch’s belly. He glanced down to Elusive and smirked, licking his lips. “Hope you’re ready for a round two,” he said before snapping his eyes open at the sound of heavy knocking on a door.

Butterscotch blinked in surprise and looked around his room. He was there alone, sitting on his bed. His belly was covered in his own cum and his cock was slowly retreating to the sheath. He lay panting on the bed after having one rather intense fantasy about Elusive. Had it not been for the knocking, he’d have continued the daydream.

“Butterscotch? Are you in there?” came Dusk Shine’s voice.

“Y-yes Dusk, I’m here. What’s wrong?”

“Oh, nothing’s wrong! Just wanted to let you know that we’re heading to the pool if you want to join us. Elusive said he’s going to wear those new swim trunks he designed last week. You’re welcome to join if you’d like!”

Butterscotch thought for a second before getting off the bed and heading to the bathroom. “Give me a little bit and I’ll be right there. I need to shower first.”

He stepped into the shower and let the warm water run over his body, washing away the evidence of his solo play time. Once done, he stepped out, dried himself off, and put on his own bathing suit. He opened the door and headed to the pool. His anticipation began to swell, among other things, to see Elusive in his suit.

The Pool

Butterscotch quickly joined his friends at the pool. He was a little surprised to find that it was just the older ponies, but a quick glance at a sign on the wall indicated that it was time for adult swim. Not that it mattered. There was a small pond not far away from the hotel that most ponies would visit. In fact, the hotel pool barely got any use. So it was that Butterscotch and his friends all had the pool area to themselves.

In the shallow end of the pool was Rainbow Blitz and Apple Jack, though with their positions it was difficult to tell. The two had once again got into a competitive argument. Somehow it ended in a breath holding contest in the pool. Bubble Berry was a bit further in the deep end riding a rather large inflatable alligator that looked like a comically sized version of Gummy. Dusk Shine was sitting under an umbrella, a book in his magic and his eyes scanning over the contents. Elusive was… well, he wasn’t at the pool yet, apparently. Butterscotch wasn’t as interested in getting into the pool as his other friends seemed to be (save for Dusk Shine), so he opted to lay down on one of the lounge chairs. The warm sun over his half nude body felt good. The warmth on his body caused Butterscotch to slowly close his eyes and drift off to sleep.

*SPLASH!*

The next thing Butterscotch knew, he was being woken up by a large splash of cold water drenching his sleeping body. He sat up like a bolt and glanced around quickly, finding it rather odd that none of his friends were at the pool any more. Well, not ALL of his friends were missing. In the pool, wearing his new silver trunks emblazoned with three diamonds on the side, was Elusive. Besides the trunks, he was also wearing a smirk on his face.

“Wakey wakey, sleepyhead~”

"Gah! Elusive! What was that for?" he demanded as he looked around. The answer to that question quickly lost its' appeal when a more important one popped into Butterscotch's head.

"Wait. Where's everypony else?"

A quick glance at the sky revealed the sun was quite low.

"How long was I-"

"Oh, not that long, but long enough. Everypony else went back to their rooms."

Butterscotch couldn’t help noticing the sly, sultry smile creeping up on Elusive’s face. The expression caused Butterscotch to blush slightly. “Wh-what’s the matter Elusive? What’s with that look?”

Elusive only extended a hoof and beckoned toward Butterscotch. “Join me in the pool. Everypony has had their dip and seen my suit. Everypony except you, my dear Butterscotch."

Butterscotch bolted from his lounge chair and made a leap into the cool refreshing water with a splash. He laughed loudly as he began to playfully splash water at Elusive. Wanting to get a better look at the trunks, Butterscotch dunked himself underwater fully and opened his eyes.

What greeted him was the sight of the tightest, silverest, plot-huggingest pair of swim trunks that Butterscotch had ever seen. His eyes traced over the fabric as he stared at the trunks. He saw how tight they hugged the legs, up to Elusive's rump. Butterscotch swore he could just make out the muscle underneath. His eyes continued to wander to the tail and traveled lower. A very obvious, tight looking ponut stretched the fabric slightly and further down he could make out a rather impressive bulge trapped tightly in those trunks.

Butterscotch breached the water quickly, partly due to her need of air and partly due to the surprise and allure of seeing that package. Elusive, on the other hoof, still wore that same sly grin.

“Enjoyed the view down there?” Elusive said with a small giggle. Before Butterscotch could ask what he meant, Elusive was pointing toward his extended wings. Butterscotch blushed hotly and turned, using his wings to splash water onto Elusive.

“Sh-shut up! I’m not the one wearing a tight fitting suit!”

Elusive took the opportunity to dip below the water himself. He looked at the suit Butterscotch was wearing before surfacing.

“That’s true, you aren’t. I can barely see your package!”

The pair playfully splashed about in the pool and drifted toward the deep end. They lazily floated in the cool water, staring at the beautiful orange sky as the sun began to set. A small push by the pair and they floated back toward the shallow end of the pool. A sudden movement by Elusive startled Butterscotch and caused him to turn over.

“Elusive?”

Elusive gave a sheepish grin as he paddled his way through the shallow end.

“Forgive me dear but I er… need to use the facilities. if you’ll excuse me I will return… shortly?”

Elusive’s statement turned into a question when he felt hooves resting by his trunks. He felt the fabric sliding over his rump as the hooves tugged the trunks downward, exposing his sheath and flaccid cock to the cool water. The next thing he knew, Butterscotch had taken a deep breath and dipped under the water. He took the limp cock into his mouth. Elusive, expecting to get a blowjob under the water, was confused when Butterscotch just stayed underwater with the cock in his mouth. Unsure if Butterscotch could hear him under the water, he began to protest.

“Butterscotch, dear, this isn’t a funny joke. I really must use the facilities! Please just surface and let me go.”

But Butterscotch, whether he could hear or was ignoring the plea, stayed underwater. Every movement Elusive made to get away had Butterscotch following. The need to relieve himself quickly became too great that he lost control. He emptied his bladder there in the pool and into Butterscotch’s mouth.

Butterscotch closed his eyes as he drank down Elusive's urine. He was slightly confused that there was no taste to the stuff. It was as if he was just drinking water. Another oddity appeared as Butterscotch no longer felt like he was underwater. Still he drank. The liquid rushing into his mouth quickly took on an acrid taste, hints of blueberry flavor quickly following. Butterscotch willed his eyes to open and was surprised to find not a pool and hotel but an endless dreamscape stretching out forever. He was on his knees. There was a fat, flaccid cock in his mouth which was definitely too dark a color to be Elusive's. His eyes slowly looked upward and found he was kneeling and drinking the piss of Prince Artemis.

"Prince Solaris always warns me to go before my duties. Fortunately for me, I never listen."

Butterscotch, in his surprise, pulled away from the alicorn prince. He took a face full of the golden liquid before the stream arced downward, soaking his coat with the stuff. Even as he spoke, the stream never slowed.

"Prince Artemis? What are... Am I dreaming, then?"

"Indeed. And we have been watching over your little fantasies for some time. They bring us great pleasure. Especially the ones about Elusive."

"Are you here to help me with something, then?"

"I don't show up in dreams just for helping others learn about their true selves. Why would you think that?"

"Well, those three colts said you helped them in a dream and-" Butterscotch paused when a thought crossed his mind. "If you aren't here to help me with something, then why are-?"

"Quite simple, actually," Artemis interrupted as his stream of urine slowly trickled to a stop. "Ahh! Much better. I just needed a toilet break." Artemis began to shift back and forth on his hooves and gave a small groan. "Those spinach and cabbage smoothies don't seem to be sitting well..." Artemis glanced down at Butterscotch and smiled wide. "Well, I guess I will be helping you a little. Two things,additionally. First off, when you wake up you've made a small mess in your swim trunks due to your dream."

Butterscotch gulped some and nodded slowly. "And... And the second?" He watched as Artemis turned around and flagged his tail up. He slowly stepped backwards while glancing over his shoulder. "Secondly, open wide because I've misjudged how desperate I needed to relieve myself."

Slowly the puckered anus descended toward Butterscotch's open mouth. His wings twitched in anticipation, waiting to feel the pony's weight and-

Butterscotch awoke with a soft gasp. With his wings extended out from his wet dream, it caused him to fall off the lounge chair and onto his back on the ground. A pronounced bulge in his trunks  was easily seen with a spreading wet spot from where his tip was. He let out a squeak of embarrassment which didn’t help the situation at all, since all of his friends turned to look at him. He quickly rolled over, got to his hooves, and ran off to his room to shower and change.  All that was going through his mind was the fact that Elusive had stared at that bulge when he drew attention to himself. That and the look on Elusive’s face didn’t look to be one of amusement or surprise.

He didn’t look back as he ran away. He slammed the door behind him and made sure to lock all the locks on both the door leading outside and the door leading to Elusive’s room. He stripped out of his swimsuit and stepped into the shower to clean himself off. Once clean he stepped out of the shower, dried himself off, then flopped onto the hotel bed. He was certainly tired, but after what had just happened, there was no way Butterscotch was sleeping that night.