Scootaloo's back was twitching already from the stress, but she just couldn't make herself relax. That building she was looking at – that bank of cloud apartments right there – was where her new stallion would be.

She'd never met him, and neither had Zipporwhill or Fireball ... yet, the other two didn't seem nervous about it at all. Were they actually not nervous, or were they just doing a better job of hiding it than she was? It probably helped that they knew each other and could support each other. Those two had been in the same classes together for years, and they were good friends. The two of them just chattered excitedly along together, barely involving Scootaloo at all.

When the other two fillies went on ahead to the front door, Scootaloo suddenly noticed she'd stopped walking. She dashed ahead to catch up.

She'd known she would have to leave her foster home when she got her cutie mark. Some mares got to stay in the same home they grew up in, but the foster home didn't even have any stallions living in it, so there was no chance for that. She remembered being so excited when she'd gotten her flaming wheel cutie mark – it was so incredibly awesome! – but she realized now that perhaps she hadn't been quite as prepared for it as she'd thought.

What did she know about stallions and sex and babies? Nothing at all. And despite an occasional uncomfortableness under her tail, she didn't particularly care to find out, either. She'd always been about going fast, playing hard. What was she supposed to do with a stallion?

They reached the elevator shafts and hopped inside the upward bound one, landing on a little tuft of cloud that slowly rose through the hole.

Three o' clock, Cirrus View Apartments, sixth floor, suite 614. Rainboomer, of the Rainbow family. That's what Princess Cadance had told her. That was all Princess Cadance had told her! Would it have hurt to tell her at least a little bit about the stallion she was about to meet? The one she was supposed to spend the rest of her life with ... unless he traded her for somepony else? Who would even do a thing like that?

“Hey, kid.”

Scootaloo jumped slightly, and looked over at Fireball. She was a compact little pure-white filly with a shockingly bold red and orange mane, and she was looking askance at Scootaloo.

“What's wrong?” Fireball asked. “You nervous?”

“What? Me, nervous? No way! I've never been nervous once in my whole life!” Scootaloo's eyelid twitched slightly.

“Oh come on,” Zipporwhill said. “Anypony could see you've got yourself tied up in knots!” Scootaloo had known Zipporwhill a long time ago, back in kindergarten. Back then, she'd been a tiny brown ball of jittering energy, flitting back and forth all over the place and jabbering constantly. The energy level didn't seem to have changed, but now she was lanky and tall for her age, and her dark brown mane was unkempt, hairs falling all over the place.

“I'm...” Scootaloo looked back and forth between the two of them. They were going to be her family now ... the first real family she'd ever had. Both of them were staring earnestly at her, no longer engrossed in their own conversation. “I just don't know about this, you know? I only just got my cutie mark a week ago. I don't know anything about this stallion we're going to get.”

“Relax, kid. Princess Cadance knows her stuff. You're going to love him, sure thing!” Fireball patted Scootaloo on the back.

Scootaloo shook her head. “I don't know anything about stallions at all!”

Both the other fillies stared at her, their eyes wide. Zipporwhill gasped. “You mean... you're a virgin?”

Scootaloo nodded very slightly, feeling her cheeks burn a little.

“Oh yeah! This is gonna be fun!” Fireball nudged both of them toward the slowly moving door of the elevator. “Come on, this is our floor!”

All three of them hopped out, landing deftly on the fluffy floor. Scootaloo looked at the doors around them. The closest one was marked '629'. That meant 614 was probably somewhere down the long hallway.

Scootaloo yelped as Fireball smacked her rump. “Hey!”

“Don't worry, kid, you're gonna love what happens next. I promise. You don't know what you've been missing!”

The three of them set off down the hallway, glancing at door numbers as they went.

“What do you think he'll be like?” Zipporwhill cozied up close to Fireball, the two of them getting a little ahead of the more reluctant Scootaloo. “Ooh, you think he'll be taller than me?”

“I hope not!” Fireball laughed. “How would I even reach?” Her tail swatted against Zipporwhill's flank. “You think he'll have a big cock?”

“I hope so! Not too big, but nice and meaty! But most of all, I hope he's got some really nice balls – I like 'em big and tight, so they just jiggle a little instead of swinging around.”

“I just hope his cock is long enough to really get in deep. I love how that feels!”

Scootaloo watched the two mares in front of her. With every speculation they made about their new stallion, their tails rose just a little higher. They were putting an odd swagger in their step now, rolling their hips from side to side. She noticed, wide-eyed, that both of their tiny little filly flowers were beginning to glisten and drip, leaving a sparse trail of little droplets along the cloudy floor.

“Ooh, I hope he's really muscly!” Zipporwhill cooed. “Really big and buff.”

Fireball shook her head. “Nah. I hope he's real little and cute.”

“I bet he's never had a mare before, besides the Princess.” Zipporwhill giggled, and her tail rose even higher.

“I hope he likes blowjobs.” Fireball grinned at her companions. “I'm good at blowjobs!”

Scootaloo couldn't deny that their conversation was having an effect on her. Her own tail was flagging, and that uncomfortableness underneath it was worse than ever. She felt empty there, like she needed to be filled up, needed it worse than anything. But she wasn't distracted by it as much as the other two – she was still looking at room numbers.

She stopped, staring at the door, as the other two kept walking and debating the virtues and downsides of a stallion having a big, wide flare. “Girls?” Scootaloo said. “This is the place, right?”

The other two stopped, glanced at the doors around them, then rushed back to Scootaloo's side. Together, the three of them stared at that ominous door... Number 614.

They glanced at each other. Nopony seemed to have the nerve to knock on it.

Finally, Scootaloo herself walked up to it. Being a cloud door, hitting it with her hoof wouldn’t make much of a sound. Thankfully, like most Cloudsdale doors, it had a knocker made from a tiny thundercloud. She took hold of it, feeling the little electric tingle of it, and beat it against the door, releasing its miniature rolls of thunder, even shaking loose a tiny lightning bolt no bigger than an eyelash.

The door opened almost immediately, and behind it was a huge, full-grown stallion. His coat was purplish blue, and his mane was an amazing full rainbow. Was this her stallion? He was so big!

“Hey, Bro!” The stallion called out. “Your mares are here!”

So, that wasn't him. “Um... Hi,” Scootaloo said.

“Welcome, welcome, come on in!” He waved them on in through the door. “My name's Rainbow Blaze, and I'm Boomie's big brother. I'm sure he'll be here in just a—”

A colt no bigger than Scootaloo rushed around the corner into the entryway. His fur was paler blue and had no trace of purple, but he shared the same rainbow mane. The family resemblance was uncanny. He gasped loudly. “Oh my gosh! They're here! Oh wow!” He ran up to them. “Hi! I'm so excited to finally meet you girls! What's your name?”

Rainbow Blaze nudged his little brother with an elbow.

“Oh, right.” Rainboomer composed himself a little. “Hi, my name's Rainboomer, but you can just call me Boomie.”

Fireball and Zipporwhill brushed past Scootaloo and nestled up to him on either side. Their tails were still flagging high, exposing their blushing nethers to Scootaloo.

“Hi,” Fireball said, somehow making it a sultry purr. “I'm Fireball.”

Zipporwhill rubbed her muzzle into his cheek. “And I'm Zipporwhill.”

His polite smile was beginning to turn into a big, dumb grin. His eyes were glazing over a little at the touch of the two fillies. But he still had enough wherewithal to look at Scootaloo. “And who are you, cutie?”

She could feel herself blushing furiously at even that slight compliment. “I'm Scootaloo,” she mumbled, looking very intently at the slowly swirling cloud patterns on the floor.

He came forward and nudged her chin up, then kissed her – just a little peck on the nose that made her eyes go wide and made her blush even more. “Come on,” he said, “let me introduce you to the rest of the family!”

They followed him through the narrow entryway and into a much larger room littered with cloud couches and cushions. It was much bigger than Scootaloo was used to, but it looked really comfortable. All the furniture was big and plush, and made of the very softest clouds. A collection of pegasus ponies lounged on them, although most of them were rising to their hooves, or even into the air with their wings, to get a look at the new arrivals.

Boomie pointed out the one who wasn't moving first, an old dark blue stallion with a graying rainbow mane, quietly snoring in a big cloudy armchair. “That's Rainbow Skies. He's my dad. He doesn't get around too much anymore, but he's really the one who holds the family together, you know?” He pointed to a white mare with a greyish-purple mane. “That's Cloudy Daze, my mom.”

The old mare nodded back at them, smiling sweetly.

“And you've already met my brother, Blaze.” Boomie tapped him on the shoulder.

Blaze nodded, then lowered his head to whisper in his brother's ear, but he was still loud enough for Scootaloo to make it out: “Now, if you don't mind, I'm going to get back to what I was doing before we got interrupted.”

“Sure, sure,” Boomie said out loud. He pointed at a couple other mares in the far corner. “Those are Feather Hop and Swirley, a couple more of my dad's mares. We've got a lot of mares to take care of here!” He looked around. “Hey, where's Dashie? Is she napping again?” He looked over at Blaze.

Scootaloo followed his eyes, then hers widened. Rainbow Blaze was lying back on a couch, with two mares on top of his legs, both of their heads buried in his crotch. One had her nose pressed into his balls, nuzzling them around and rubbing them with her lips and cheeks. The other had her lips firmly over the hole in his sheath, her tongue venturing inside. As Scootaloo watched, Blaze's big mottled cock began to move upward, pressing directly into the mare's mouth as it grew. The big stallion shrugged and pointed to one of the doors leading away from the room.

Boomie ran up to it and shouted at it, “Hey, Dashie! Wake up, come on – the new mares are here!”

As he stood and stared at the closed door, his backside turned to them, Zipporwhill gathered Scootaloo and Fireball up next to herself, holding them close and pointing with a hoof between Boomie's back legs. “Look,” she whispered. “Look at his balls! Oh my gosh, they're big and tight just how I like it!”

Scootaloo looked – she couldn't help it. They were magnificent ... nice round and smooth orbs that looked way too big to be on a colt so small. They defied gravity, hugging close to his body and jiggling slightly when he moved. She caught herself licking her lips. Why had she done that?

The door Boomie had shouted at opened, and a mare peeked out of it, still rubbing her eyes sleepily. “Hey, Sport.” She looked up. “Huh... there they are. Cool.” Her fur was a light blue, but darker than Boomie's, and she shared the same Rainbow mane as the rest of her close relatives. She turned and closed the door behind her. It was really strange, but there was just something about that mare, the casual way she treated stallions, maybe, that just screamed 'awesome'. Scootaloo was looking forward to getting to know her better.

Boomie turned to his three new fillies. “Well, that was Dashie – uh, Rainbow Dash. I guess she's sleepy now... but that's okay. She had a long night. She's one of my dad's mares, even though she's my sister. She just likes being with us so much that Princess Cadance gave her right back to my dad when she got her cutie mark.”

There was an awkward pause.

“Right...” Boomie rubbed the back of his head. “I guess I should show you around the apartment. The kitchen and bathrooms are—”

“Hey, Boomie!”

Everypony turned to look at Blaze. He now had himself buried deep in Flitter's throat while Cloudchaser nuzzled and licked his balls almost reverently... or was it the other way around? Scootaloo wasn't totally sure which one was Flitter and which one was Cloudchaser.

Boomie stopped walking toward the kitchen. “Yeah, Bro?”

“Before you go on a tour and stuff, why don't you show them your room and get to know them a little?”

It felt like somepony had yanked Scootaloo's tail, the way it shot upward so suddenly. She'd caught that innuendo, loud and clear. Her breath caught in her throat.

Boomie smiled and looked at them. “What do you think, girls?”

“Yeah!” Fireball and Zipporwhill shouted in unison. The two of them ran over to him, hugging him and pressing their bodies up against his.

He didn't even seem to notice that she hadn't joined in the shout. “Well come on, then,” he said, “my room's over here.” He trotted over to one of the doors and went inside, Zipporwhill after him and Fireball trailing close behind.

Scootaloo stood, staring at the door for a moment. But she soon felt the eyes of all these ponies she barely knew watching her, so she hurried on inside and closed the door behind her.

This room was much smaller than the other one, and most of it was filled by a huge and brand-new cloud bed. No doubt installed just recently so there'd be enough room for all four of them. It crowded out all the other furniture in the room, and there was barely room to walk around it ... which might explain why both Fireball and Zipporwhill were already up on the bed with Boomie. Then again, maybe they were just eager to get him in bed for the first time.

Zipporwhill was certainly in it for him. She was already nuzzling into his mane and stroking his back.

Fireball, on the other hoof, was standing on the edge of the bed and checking out Boomie's collection of Wonderbolts posters, a look of rapt glee on her face.

Scootaloo stepped to the edge of the bed and lifted her front hooves onto it... but for some reason, she couldn't bring herself to get all the way on. It just seemed wrong, jumping into some stallion's bed she hardly knew.

Boomie extracted himself from Zipporwhill's grip for a moment, then leaned back against the pillows. “So ... um... Hi, I guess.”

Zipporwhill went right back to nuzzling him, but it was enough to pull Fireball away from the posters. Her tail rose a little and she batted her eyes at him. “Hi, handsome.”

Scootaloo shook her head. Really, that was way too blatant.

“So, um... tell me a little about yourselves.”

Hopping up onto the bed and staring at him, Scootaloo flared her wings out. “How about you tell us a little about yourself first!”

Fireball flopped down in front of him, laying her head against the inside of his thigh, still looking up into his eyes. “Yeah, tell us, what do you like?”

Boomie smiled and stroked her mane. “Sure, sure. I grew up right here, and I've been attending the Junior Speedsters Academy, which is probably why I don't recognize any of you from school. I really enjoy flying fast – ridiculously fast – which is how I got my cutie mark, by going so fast I did a sonic rainboom.”

“My mom's Spitfire in the Wonderbolts,” Fireball said, “and one day, I'm going to be just like her! I've been training really hard for it ever since I can remember.”

Boomie turned to look down at Zipporwhill, pulling her out of his mane again.

She giggled. “Sorry, I just can't help it. His body smells so nice!” A glance showed that her tail was flagged all the way over her back and her tiny pussy was winking incessantly. “I, well, I grew up in Ponyville, not Cloudsdale. I always thought Princess Cadance would send me to some nice stallion there, but I guess she decided I'd like Boomie here better.” She buried herself in his rainbow mane again. “And boy do I! Mmm, so nice...”

Boomie looked up at Scootaloo.

She wanted to shrink into the bed and be invisible, but there was no chance of that. Besides, why was she of all ponies being shy? She'd never been shy before! What was wrong with her? Shaking it off, she looked back at him. “I, well, I grew up in a foster home for fillies who didn't have anyone to take care of them. I never knew my parents at all.” She could sense that killing the mood. “But don't worry about it! I'm totally past that. I like to ride my scooter around and do crazy awesome stunts on it. That's what my cutie mark is for!” She turned to show it off. It was still her pride and joy – she'd spent so long trying so hard to get it. It was her ticket to a new life!

“Heh, pretty cool,” Boomie said with a twinkle in his eye.

Taken aback a little, Scootaloo leaned away, looking at him. She flicked the little curl at the end of her forelock back into place and then puffed her chest out. “Yeah, I am pretty cool.”

Zipporwhill popped out of his mane again, a single purple hair from it laying across her nose unnoticed. “Ooh, are we going to have sex now? Come on, I can't wait!”

“Yeah.” Fireball nuzzled into his thigh and stroked his belly with a hoof. “It's been days since I've had a good filling-up, and I'm in heat for crying out loud!”

Scootaloo just shrank back a little. Despite what her body was very loudly shouting at her inside, she didn't really feel like she was ready for it. And yet, underneath her tail – that traitorous tail that kept wanting to rise up and show her off to the world – her mare parts were burning, twitching and tingling, begging to be touched. Why were they doing that? She'd never had problems like this before. Something warm and wet trailed down her back leg, and she clenched her legs together, afraid she'd wet herself somehow... but it was too late of course. The room already smelled like sex with the odors of all three fillies wafting around the room. Scootaloo's neglected pussy made little wet squelching noises under her tail that she was sure the other three could all hear.

Maybe it was the smell of filly juices in the room, maybe it was the three of them staring at him with various degrees of lust, but Boomie's body was responding as well. Above those firm-looking balls, his sheath swelled, and the head of his cock began to slip out. A few inches of it bulged out.

Scootaloo stared at it. She'd seen stallions' male parts around before, of course, even seen them putting their parts to good use. But none of those had been meant for her. This one was. It was hers, and it was meant to go inside her.

It grew a little more, starting to droop downward in a floppy arch even as it continued to expand.

Fireball started it. She was already the closest. All she did was slide forward a little, and then instead of being against his thigh, she was nuzzling his balls, playing with them with her tongue and lips, rubbing her muzzle into them as his cock grew a little more and draped itself heavily over her eyebrow.

Zipporwhill worked her way up his neck, across his cheek, and to his lips, kissing as she went. The two of them immediately dove deeply into each other's mouths, holding each other by their manes and rubbing their bodies against each other.

Scootaloo held back and watched, myopically fascinated with what was happening in front of her, unable to pay any attention to anything else. Something in her brain was telling her that this was the most important thing in the world, that nothing else mattered right now. It wouldn't let her look away. It wanted her to go there, to get that thick piece of stallion meat inside her at any cost ... but she was able to hold herself back. What did she know about it? Would she even know what to do with the thing once she had it? And yet... the curiosity of it captivated her. What did it feel like? She'd never touched one. She'd heard they were sometimes hard, sometimes soft, but that didn't really make any sense. The vague idea of them being slimy had always been in her head for some reason, but this one didn't look slimy. It just looked like smooth round skin, wrapped with bulging veins on the bottom half and with long elegant curves leading to a flattened tip on the top half. It was getting stiffer now, bobbing up and down, sometimes pointing straight up at the ceiling.

Noticing that, Zipporwhill left his mouth and went down, kissing the broad end of it, making Boomie moan. She pressed her lips to it, stretched them around it, and it slid into her mouth.

Scootaloo watched, her eyes wide and her mouth hanging open, subconsciously emulating what she saw Zipporwhill's mouth doing. Was this how it was supposed to be done? Mares were supposed to eat it? That didn't make much sense, and that's not how she'd seen ponies doing it before. The stallion was supposed to stick it in the back of a mare, in her pussy. Her own pussy twitched, winking under her tail, reminding her that it wanted that to happen.

Zipporwhill bobbed her head up and down, and she went a little lower each time. Inch after inch disappeared into her mouth, only to reappear glistening wet, then vanish again. Her throat pulsed and Scootaloo could see the mass of it stretching her throat wide.

Fireball looked up at her from Boomie's balls. “Wow, Zips, you really do like blowjobs, don't you?”

Was that a 'blowjob', then? Scootaloo watched in awe as Zipporwhill winked at Fireball, then upended herself, throwing a hind leg over Boomie's shoulder and slowly sliding down his cock, taking it into her mouth in one long, smooth motion as she descended, until her lips finally touched the edge of his sheath.

Fireball had to back away to give her room. “Woah. Wow... now that's impressive!” She looked up at Boomie's face. “How's it feel, champ?”

Boomie just groaned and raised his hoof up between Zipporwhill's back legs, rubbing it there and making little wet squishing noises to go along with the sound of Zipporwhill's throat convulsing wetly around him.

As those two went at it, Fireball glanced back at Scootaloo, only then seeming to notice that Scootaloo hadn't gotten involved at all. “Hey, kid, what's wrong? Don't you want some?”

Scootaloo was taken aback at being noticed. She took a step backward on the bed, holding one of her forehooves slightly above it. “I... I, uh...”

Fireball hopped over and wrapped a hoof around Scootaloo's shoulders. “What's the matter, kid?” She looked at Scootaloo intently. “Wait... You really are a virgin, aren't you?”

Things got noisy, making both fillies look back at Boomie and Zipporwhill. Boomie was holding her around the chest now, lifting her up and dropping her back down, ramming her down on his cock ... and she was moaning around it, loving every moment.

“Well...?” Fireball prompted.

Scootaloo gulped and tried to shrink down into the bedsheets again. It didn't work. “I... Yeah, I guess so.”

Fireball nodded. “Yeah, I thought you might be. Don't worry, kid. I'll show you what to do, and you'll enjoy it, I promise.”

“You promise?”

Fireball nodded again.

Glancing back at Boomie and Zipporwhill, then at Fireball again, Scootaloo felt the heat swell through her belly. Something in there really wanted to be touched. She nodded back. “Okay.”

Grinning, Fireball nudged her along, back over to Boomie. She tapped Zipporwhill on the shoulder.

It took several long moments for Zipporwhill to back herself off of Boomie's cock. It had grown even longer inside of her, and it made Scootaloo's eyes bug out to see inch after inch of it slowly being pulled from that skinny brown filly's lips. Finally, with a wet pop, his swollen tip popped free from her and wobbled back and forth as she lowered herself back onto the bed. “What is it, Fireball? You want a turn?”

Fireball grinned. “Sort of. You see, Scootaloo here is a virgin. She doesn't know anything.”

Zipporwhill and Boomie stared at Scootaloo, making her blush and cringe back.

She didn't get far, though. Fireball caught her. “Easy there, kid. It's fine, don't let them get to you.”

Scootaloo nodded and stepped back forward to where she had been.

“We'll just take it slow and build you up to enjoying it.”

Looking warily at Zipporwhill's still-dripping mouth, Scootaloo winced.

Fireball must have noticed that. “Don't worry. We're not going to have you doing that right away. Even I can't do that. Will start you off nice and slow, really easy stuff, okay?”

Scootaloo nodded.

“Okay, first, let's start just by touching him. Not even touching his dick or anything, just like, touching his leg or something, okay?” Fireball took up her position on Boomie's right side again, and Zipporwhill sidled up to his left. Both of them were watching Scootaloo, though they often glanced down at his erect and occasionally bouncing cock.

Moving up closer, sidling up to them herself, Scootaloo reached out and touched his thigh. It was thick and solid, and it was surprisingly warm. She rubbed her hoof across his soft blue fur, feeling the softness, staring at the vivid contrast in their two colors.

“Good, good. You comfortable with that?”

“Yep,” Boomie said. His front hooves had each found their way underneath the other fillies' rumps and were wriggling away down there.

“Not you.” Fireball shook her head. “Her! Are you feeling good with that, Scootaloo?”

Scootaloo nodded. “Sure.”

“Okay, good. How about you move up a little and try touching his balls?”

Scootaloo took a deep breath. She reached out her hoof, but she didn't make contact just yet. “Are you sure it's okay?” She'd never done anything sexual before. She'd always been told that was for adult ponies only.

“It's fine,” Boomie said, waving her on. “Go ahead, just be gentle.”

With a gulp, Scootaloo reached forward and closed the tiny remaining distance. The soft part of her hoof touched one of his balls. She wasn't sure what she had been expecting, but she hadn't been expecting this. They were firm, almost hard feeling, yet moveable, giving in to her slight pressure. The skin was smooth and soft over them, and so amazingly supple.

“Good, good,” Fireball said. “You like 'em?”

It was making Scootaloo feel a strange tingling through her, especially down in her lower belly. She could just imagine stuff flowing out of these balls, emptying into—

“Scootaloo! Equestria to Scootaloo, do you copy?”

Scootaloo shook her head. “Um oh, yeah. Yeah, they feel nice.”

“You want to touch his dick?”

She looked at it, at its graceful curve up from his sheath almost up to his chest. How it tapered from being really wide at the base to being narrow at the end, but then flaring wide again at the tip. She had always wondered what one would feel like, somewhere in the back of her mind. Those kinds of thoughts tended to pop up a lot during heat season... and for some reason, they were popping up a lot more in this heat season. Before she could lose her nerve, she reached up and wrapped a hoof around it.

It wasn't like anything she'd ever touched before. It was so warm! With the thin layer of Zipporwhill's spit on it, she'd expected it to be cold, but the reality of it surprised her. The outer skin of it was very soft and smooth, but underneath that, she could feel the solid mass of it, the vigorous living shaft that wanted to slide into a mare and take her to a happy place where all her needs would be met.

Scootaloo realized she was breathing heavily, and she realized her tail was flagged up high. Zipporwhill was rocking her hips back and forth against Boomie's hoof, moaning as she did, but Fireball was still watching.

Fireball wiggled side to side a little, enjoying Boomie's other hoof, but she kept her eyes on Scootaloo. “Go on, try giving it a lick. He'll really like it.”

Well... why not, after all? She'd already come this far... And her nethers were urging her on, telling her to do it, telling her that this cock in her hooves was the most wonderful object in all the universe and that she wanted to touch it as much as she possibly could. She wanted it all over her, inside and through her.

Okay... So just ... do it. Right.

She leaned down. The tip of it was right in front of her nose. She was only a hair's width away from touching the little bumps around the fringe of his flare.

It bobbed up and then down again, booping her on the nose.

Scootaloo jumped back, blushing at Fireball's laughter. Luckily, Zipporwhill seemed too busy with Boomie's hoof to have noticed, and Boomie looked like he was the one who was embarrassed, judging from the color of his cheeks.

Strangely, she felt really bad about making him embarrassed. She realized, suddenly, that he probably didn't have all that much more experience than she did. For that matter, Zipporwhill and Fireball couldn't have had all that many stallions either. Maybe they were just putting on a show of being experienced. Well, she at least knew how to cure Boomie of his embarrassed feelings. She could replace those feelings with something else.

She leaned down again, and this time, she didn't hesitate. She took hold of his shaft and licked the tip firmly, dragging it across her tongue.

As she did, something came out of it, dripping up and smearing across her tongue before she even realized what was going on.

At first it just tasted musky and salty ... but something inside her clicked when that taste registered. It was like an ocean wave washing through her head, and it was made of strangely throbbing pleasure.

She needed it.

Fireball gasped when Scootaloo dove back down onto Boomie's cock, licking it with abandon this time, pressing herself forward and rubbing her belly against it as she licked the tip. She slathered her tongue all over the top of it as she hugged its warm mass against her softest fur. Her hips pressed forward all on their own, far enough to rub her little filly wetness against the crevice between his balls.

“Mmm, yeah. That's it.” Boomie's head rolled back, and he thrusted up at her slightly.

She couldn’t get enough of it. She wanted more of that amazing stuff that came out of it, but she wasn't sure how to make more come out. She just focused on rubbing her little filly body against it, reveling in every little spot where it touched her, not even caring about the last bits of Zipporwhill's spit rubbing into her fur. Goddess, she wanted more! She remembered what Zipporwhill had done, and she tried to do the same, stretching her lips around the wide tip of it, slipping it into her mouth. The flavor of it! The warmth! Yes!

Eventually, though, she had to come up for breath. She hugged his cock tight to her, gasping in big lungfuls of air after spending so much time down on him. How had Zipporwhill done it? Scootaloo would have to ask her sometime and find out. Her breath caught up, she plunged back down on him, bobbing her head up and down as much as she could before it hit the back of her throat each time.

Fireball patted her on the back, then stroked up and down, petting her. “That's some nice work. I'd never thought of rubbing it against my body like that.” She paused for a moment, letting Scootaloo suck him some more. “How's it feel?”

Scootaloo pulled off of him again, gasping. “It...” She breathed deep. “It's amazing, wow!” A few more moments of tense panting passed, even as she continued to rock herself against his hardness. “But I'm... There's some kind of burning in my pussy, it's aching! This isn't helping – it's just making it worse!”

“I know what you need.” Fireball smiled. “It's time you got some real sex.”

“This isn't sex?”

“Well, it sort of is...” Fireball shrugged her shoulders and rocked herself against Boomie's hoof. “But real dick-in-vag sex is what your body wants. You're in heat.”

Scootaloo nodded. “How do I...?”

“Here, let me show you.” Fireball rose from Boomie's hoof, though it rose with her a little, reluctant to let her go. She nudged Scootaloo out of the way. “Come on, I need his cock, too you know.”

As Scootaloo backed out of the way, on some level already missing the warm cock she'd been hugging, Fireball took Scootaloo's spot, only Fireball kept her back legs straight, standing high over Boomie's lap.

“There's a bunch of different positions you can use,” Fireball said, “but this one will be the easiest for now. All you need to do is make sure you get his dick lined up with your vag...” She reached down and grabbed Boomie's tip, pulling it toward her pussy. “Then you just stick it in.” She lowered herself a little, and her tiny little filly pussy pressed against it. Her swelling lips had to stretch wide to accommodate his broad tip, but they were wet and slippery, and it slid in easily. She moaned. “Yeah... like— unf! Like that.”

Scootaloo stared, her mouth hanging open and a little drool dropping out, as Fireball sank down onto him in little up-and-down motions. More and more of that wonderful meaty shaft slid into her. It was a strangely fascinating sight.

Both Fireball and Boomie moaned loudly. Even Zipporwhill joined in, still rubbing herself on Boomie's hoof.

“Okay! Can I try now?” Scootaloo moved in a little closer.

Fireball slid the rest of the way down, pressing her pussy against Boomie's sheath. “What? Already? I...”

“Come on, Fireball,” Boomie said. “It's her very first time. Let's give her a chance.”

After grunting and giving her hips a few good shakes up and down just to get the feeling, Fireball sighed heavily. “Okay. But I'd better get my turn. I have needs too, you know.”

“Me too!” Zipporwhill cried out in between her moans.

“Of course, of course.” Boomie patted Fireball on her rump. “My big brother's been teaching me how important it is to keep my mares satisfied.”

Fireball rose up off of him, the veined base of his cock sliding obscenely out of her, then the medial ring, then the long smooth curve that shone in the room's light, and then finally the swollen head of it popping free from her. She flopped back onto the bed, her chest heaving. “Wow... damn that's a nice dick!” She took a few deep breaths. “Now, Scootaloo. Since you're a virgin, it might hurt a little at first, but if you just take it slow and push through it, it'll feel a lot better really soon.”

And there it was, his shiny cock bobbing up and down at her. Fireball and Boomie both looking at her expectantly. At least Zipporwhill wasn't staring at her – she was too busy staring at that cock.

Scootaloo moved a little closer. She was trembling, and it was getting really hard to breathe ... but something inside her was pushing her forward. Her mare parts had a magnetic attraction to that thing and they were pulling her toward it.

She was face to face with him, her staring down at his cock, him looking at her happily. He tilted her chin up with his free hoof.

Scootaloo realized then that even though she'd already sucked on his cock, they'd never really kissed.

That lack was soon rectified. They leaned in together, and almost without them thinking about it, their lips met. Hers were wet and sloppy, his warm and soft. Their mouths opened and their tongues touched, but neither ventured inside the other before they broke apart.

The burning need inside Scootaloo was unbearable now. Her body wanted to twist and writhe, but it wanted to do that with something inside it. She needed his cock!

His hoof lifted her and pulled her close, and her body followed eagerly. In a moment, she found herself in the same position Fireball had taken, hovering over the tip of his long shaft, waiting to slide herself down on it. “Boomie, I...”

He craned his neck down and nuzzled her tiny little teats, brushing his thick tongue heavily over her nipples.

“I... Ah!” Scootaloo's body was out of her control. She felt warm liquid flowing down her thighs, and it was all she could do to hold herself above him, to not come crashing down on that incredible cock, shoving it inside herself.

“Here...” Fireball moved in, holding on to his shaft with one hoof and guiding Scootaloo's rump downward with the other. “Let me help a little. Yeah, right there. Okay, go for it.”

Something was touching her between her hind legs, something warm and smooth and so big! It was an amazing feeling, unlike anything she'd ever felt before, so new and yet her body was screaming at her that this was right and exactly what she wanted.

Boomie pushed his hips upward just a tiny bit, and Scootaloo's soaked pussy lips parted slightly.

She hadn't been prepared for the shocking wave of pleasure that came from feeling his tip touch her inner pink skin. It made her pussy wink over and over, and it made her trembling legs give way. When her legs went out, she dropped.

She screamed, throwing her head back, as she fell down onto his unmovable cock. There was no stopping it – it shot up into her in one fast motion. Her convulsing pussy shoved itself down and down. Pain wracked through her body – she was being split in two! It was all the way up to the medial ring before her legs finally caught her.

“Scootaloo!” Fireball cried out.

Boomie cringed. “Are you okay?” he asked softly.

Scootaloo stayed where she was, perfectly still other than the little tremors shaking through her body and her trembling legs. She breathed in tiny, pained gasps. Slowly, the pain faded, reducing and receding until she could feel something else behind it. This new feeling was miraculous. She'd never realized the kind of emptiness and need she held inside until she felt it filled. She could feel the pressure of his cock stretching her insides in the best possible way. Its girth seemed to radiate through her, as if the very core of her had been replaced by warm light.

“Scootaloo?” Boomie touched her cheek. “Are you okay? Does it hurt? Don't move – just hold still and we'll get help for you.”

She opened her eyes. When had she closed them? “No, no. I'm—” She took a deep breath. “I'm okay. It feels good ... really good.”

Boomie smiled and Fireball patted her on the back. “Way to go, kid,” Fireball said.

The pain was entirely gone now, replaced by worlds of pleasure Scootaloo had never even imagined. If half of it felt this good, how would all of it feel? She smiled deviously and let her legs relax little by little, sinking smoothly down on him with the help of all the slippery fluids she'd spilled on him already.

The intense pressure and pleasure rose higher and higher through her, deep inside her belly. There was a little more pain along with it, but that was overwhelmed by how good, how right, it felt.

Finally, she bottomed out, her dripping rump sitting flat against his lap. How could it possibly be so deep inside her? She felt like she could feel every vein and curve of it inside her. She could feel his pulse through it, and every beat of his heart shot a new jolt of pleasure through her.

Zipporwhill moaned, still rocking herself against his hoof. She grabbed his muzzle and kissed him fiercely, never letting him away for even a moment.

With him occupied, Scootaloo turned to Fireball. “What do I do now?”

Fireball grinned wide and lopsidedly. “You move up and down, as fast or as slow as you want, as much or as little as you want. Just do what feels good.” She laid herself down across his back leg and nuzzled her face in between his thighs behind Scootaloo.

Fireball's mane hairs tickled Scootaloo under her tail, and she realized that Fireball must be down there doing something with his balls. Whatever she was doing, it made Boomie's cock twitch inside her, sending her throbs of pleasure.

So... she was just supposed to move up and down? She tried rising up just a little and dropping herself back onto him. That felt amazing! It was just like when she'd first slid him into herself, except without any of the pain only the pleasure. She tried it again, going higher and faster this time. That felt even better!

Scootaloo soon found her rhythm bouncing up and down, her never-before-used little pussy clenching and clenching around his thick shaft as it slid in and out of her. Her juices splattered a little every time she went downward, sprinkling onto Fireball's face below.

The feeling of it was stirring something inside her, a new pressure and a new burning to replace the old need. “Fireball, what do I do? I'm—” She squealed, losing all self control, and just started writhing around, her body jerking back and forth, her hips pounding. It felt good, it felt too good! Something in her was holding back a deluge of pleasure, a dam that could break at any moment and bring her an overwhelming flood.

“Boomie! I'm—!”

The dam broke. Her whole body went tense and stiff and her pussy clenched down harder than ever before, rhythmically squeezing him, milking his amazing cock. The rolling wave of pleasure flattened her, charging through every bit of her. She felt like she was being struck by lightning – if lightning felt good – and it was entering her body from under her tail.

She didn't know how long that lasted, but when she came to, she found herself huddled against Boomie, her body still convulsing occasionally and her breaths coming in deep gasps. She could feel his still-hard cock deep inside her, and every tiny motion sent new sparks ricocheting through her.

“So, kid, how's it feel?” Fireball – her face now covered in milky clear wetness – patted Scootaloo's back and smiled up at her.

Scootaloo just looked at her, mouth hanging open. She couldn't say a word.

From the other side, Zipporwhill nudged Scootaloo. “Hey... Hey! It's my turn now! Come on!”

Boomie's cock had never seemed so long as when Scootaloo slowly lifted herself off of it. Dragging out of her slowly, it finally popped free with a splattering of wetness.

Zipporwhill was there in no time, shoving Scootaloo out of the way and presenting her rump to Boomie, who licked under her tail a little. She then stood up high, facing away from him, and lowered herself down onto his cock without even needing to look at it or guide it in. She slipped down it easily after how slippery Scootaloo had made it, and she immediately began rocking her hips forward and backward, sliding her rump against Boomie's thighs as his cock slid in and out of her. “Well,” she said, pointing down at his balls, “are you two just going to sit there and watch, or are you going to lick him for me?”

Scootaloo and Fireball glanced at each other, then darted down between Boomie's legs.

Pausing to sniff at those forbidden, alluring balls, Scootaloo watched Fireball dive right in, holding her tongue out and slathering her face across one of them. They clenched in response. Scootaloo moved in a little closer, and her nose touched the other one. It was warm and firm, the smooth skin coated with different fluids – most of them Scootaloo's own, though Zipporwhill was now contributing to them a lot.

She'd never licked a stallion's balls before. Then again, there were a lot of things she'd never done before today. Why let that stop her? Sticking her tongue out as far as she could, she did it, licking lightly from bottom to top around the generous curve of it.

The taste, Scootaloo realized, was mostly her own. She still had no idea what balls tasted like because she was mostly just tasting her own juices. Still, the warm and supple texture was interesting. She licked it again... and again. Each time, she worked her way a little closer, getting a little more intimate with her tongue, and then her lips, even finally rubbing her cheeks and muzzle all over it.

Zipporwhill cried out and her tightly stretched pussy sprayed wildly over Scootaloo's face. Jamming herself down on him hard, Zipporwhill let her body convulse, her lower belly jumping up and down in her body's upheaval.

“Okay, I've waited way too long!” Jumping up, Fireball pulled Zipporwhill off him bodily. Fireball's compact body held a surprising amount of strength. She unceremoniously hopped up and shoved herself down onto Boomie's cock, her pussy winking as it eagerly swallowed him all the way to his base. It kept on winking, even when she began bouncing up and down on him.

With Zipporwhill still lying back on the bed and panting, Scootaloo had his balls all to herself, and she took advantage of it now. She was comfortable with them, and she was starting to enjoy the feeling of them. The way those big sacs of cum bobbled off of her nose and lips, just waiting for the release that would empty their copious contents into some lucky mare. She could just imagine the big cupfuls of warm white jizz inside, and something deep inside her belly told her that was the only thing that would put out the fire inside her.

She nuzzled those wonderful firm orbs, licking, kissing, burying her face into them. She tried a few times to suck one into her mouth, but they were just too big and too solid. She could only make out with them as if they were her lover's face, even as little droplets of Fireball's juices splattered here and there onto her nose.

Fireball came, releasing a wave of milky-clear nectar that flowed down Boomie's sheath and seeped across the curves of his balls, where Scootaloo eagerly licked it up. Gasping for breath, Fireball fell backward, forcing Scootaloo to catch her to avoid being crushed.

Scootaloo gently lowered Fireball to the bed, easing her off of Boomie's cock carefully. “So...” She stared at the stallion's cock and balls hungrily. The fire in her belly was rekindling, and it knew what it wanted. “Who's gonna get his...?”

“Me!” Zipporwhill shouted, rising up to her hooves.

Fireball didn't rise, but she did yell out, “No! Me!”

Scootaloo shook her head. That wouldn’t work at all. “Since this is the very first time...”

“No!” Zipporwhill jumped in front of her and started stroking Boomie's cock with her hooves. “You can't claim it just because it's your first time! I need this!”

Scootaloo pushed her out of the way. “I was going to say... Since this is the first time, how about we share it?”

A moment of silence passed as they considered it, but eventually both the other fillies decided that was fair and nodded their assent.

“Huh...” Boomie stared at Scootaloo. “You're just full of surprises aren't you?” He took a moment to kiss her, caressing the other two fillies with his hooves. “Here, I'll sit on the edge of the bed – you three get on the floor in front of me and get in close.”

As soon as he moved to the edge, all three fillies raced to be in front of him. Zipporwhill got there first, and Scootaloo bumped her out of the way, only to be bumped in turn as Fireball made it there. Scootaloo ended up wedged between the two of them.

Boomie's cock loomed right in front of her face, the flat tip of it swollen wider than she remembered from before. She didn't hesitate at all this time – she leaned forward, her tongue out, and took it in her mouth. It was even warmer now, and it tasted strongly of Fireball's filly juices.

The other two fillies came in on either side, wrapping their mouths over his shaft as if they were kissing each other around it. They slid up and down with their lips and flicking tongues, stroking all the length Scootaloo's throat couldn't take, despite how hard she was trying.

Boomie groaned, and his tip grew much bigger inside Scootaloo's mouth. “Ah!” he cried out. “I'm going to... Unh!”

The other two fillies pulled Scootaloo off of him, and all three of them got themselves right in front of the tip of his cock. They pressed their mouths side-by-side in some unspoken agreement, all three of them opening wide and holding their tongues out together. The three pink tongues touched each other in the middle in one wiggling triangular display, with an open and begging mouth at each edge. Their eyes stared up at him longingly, eagerly waiting for the moment when it would come.

He came.

The very first stream of hot white seed hit Scootaloo's mouth dead-on, spraying a little against her nose before the stream dipped down to splash against the back of her throat. That taste! Something about it triggered her primal need more than ever, and all she could think of was getting more of it.

She held her mouth open eagerly, invitingly, as more and more thick ropes of stallion cum flung onto the three fillies, some managing to find their mouths, others flinging onto their lips, noses, even in their manes.

There was so much of it! Scootaloo's mouth was totally full with it, but it just kept coming. It streamed down from the corners of her lips, and still she held her mouth open, begging for more.

Finally, the spurts died down to little dribbles, then nothing at all. The three fillies were covered in his essence ... but they weren't done yet.

Scootaloo watched, her eyes bugging wide as she saw Fireball lean over Zipporwhill and let the cum in her mouth flow into the other mare's mouth in a thick, gooey stream. Because Zipporwhill's mouth was already full, most of it overflowed and dribbled from the corners of her lips down to her neck, but Fireball was there in an instant, licking it back up again.

Zipporwhill pushed Fireball onto her back and let her own mouthful drop onto Fireball's face, sticking her tongue out as she did and letting the cum stream from the tip of it. Fireball did all she could to catch it in her own mouth, but some of it still missed and splattered against her already-messy face.

Scootaloo wasn't going to be left out! As soon as the last white drips dribbled out of Zipporwhill's mouth, she pushed the slim brown filly out of the way and lowered her own white-stained lips to Fireball's. Scootaloo didn't just let it drip and flow out, she kissed Fireball tenderly and deeply even as her mouthful of cum flowed down between their lips and across their writhing tongues. When their very sloppy kiss broke apart, a long thick strand of white connected their upper lips to each other.

Before either of them could react, Zipporwhill jumped in, snapping up the hanging strand in her mouth. While Scootaloo giggled, Fireball pounced Zipporwhill and poured another mouthful of cum into her eagerly accepting face.

The taste and the feeling were getting to Scootaloo somehow. They were making her body want something, want it very, very badly. And as she watched Fireball and Zipporwhill's goopy white make out session, she realized what it was that she wanted ... just in time, because both of them had separated, and they were looking at her with their intentions clear in their eyes.

Scootaloo dropped to the floor and rolled onto her back, lifting her rump high in the air. With her front hooves, she reached and spread the lips of her newly deflowered pussy wide.

Even though Zipporwhill's lips were held tight and her cheeks bulging with cum, she managed to grin. She understood what Scootaloo wanted. Leaning over Scootaloo's nethers carefully, she opened her mouth, letting the cum smoothly drain into Scootaloo's open pussy.

The flood of warm wetness triggered something in Scootaloo – it was exactly what her body had been yearning for! And it just kept coming and coming! How had Zipporwhill fit all of that into her mouth? By the time the flow tapered off, Scootaloo was boiling inside. Her pussy clenched around its viscous filling and once again she was filled with an explosion of pleasure. When her tight passage clamped down on its load of cum, it forced out a little geyser of it that splattered onto her outer pussy lips and thighs, slowly dripping down over her teats and belly.

Fireball was there in an instant, and before Scootaloo could react, she began licking up the sticky mess, right off of Scootaloo's most intimate parts. The probing tongue cleaned every curve and crevice from the inside of her thighs to her tiny little teats. When Fireball licked the cum off of her pussy's little nub, Scootaloo came, once again spraying cum out – this time directly into Fireball's face – and starting the cleanup process all over again.

Not saving it for later anymore, Fireball eagerly swallowed down all the cum she was licking, making a great show of occasionally showing Boomie her empty mouth and spasming throat.
“Hey!” Zipporwhill pushed her away. “No fair! I want some to swallow.” But when she looked down at Scootaloo's pussy, it was already totally clean.

With how splattered and messy they all were, Zipporwhill could easily have found some of Boomie's cum to lick up, but evidently she didn't want it from just anywhere. With surprising strength, she lifted Scootaloo up and pulled her down on top of herself.

Scootaloo looked down at the filly, her orange rump right on top of Zipporwhill's face.

Zipporwhill grinned, then pushed her lips up against Scootaloo's pussy. Slowly, cum began dribbling out, and Zipporwhill gobbled it up greedily, suckling on Scootaloo's tender and sensitive mare parts mercilessly in her quest for more of the sticky white goo.

It was too much for Scootaloo, and suddenly, Boomie's cum wasn't the only cum flooding Zipporwhill's face.

Finally, the three fillies separated, each panting and occasionally licking bits of white off of themselves. They looked up at Boomie and saw a big grin on his face ... and an even bigger hard-on poking out from his crotch. Watching their little display had made him ready to go again.

Scootaloo grinned. That suited her just fine!

* * *

Scootaloo's head rested against Boomie's inner thigh, her nose barely an inch from his big warm balls. Boomie's other leg draped casually over her belly, and she laid on top of his tail.

They'd gone at it until none of them could move anymore, over and over again. She'd lost count sometime around the third or fourth time Boomie came. He was an incredible little colt, with the stamina to tire out and satisfy all three of them. Truly impressive.

Fireball was up at the top of the bed, curled around the sleeping stallion's head like a pillow. Scootaloo didn't think she was asleep, but she didn't move at all. She just rested there with a sleepy, contented look on her face and globs of white dripping from under her tail.

The sight of it made Scootaloo wonder about the white mess inside her own body. Would she become a mommy now? Her foster caretakers had always told her that a filly couldn't make a baby until she was ready to ... but did having a cutie mark mean she was ready to?

Zipporwhill slept with her head against his underbelly, her mouth gaping right in front of his sheath and her mane splayed out over his chest. Boomie's cock was completely hidden in his sheath now, but if he got an erection during the night and it came out, it would be headed straight for Zipporwhill's open and drooling mouth.

Scootaloo grinned deviously and idly licked the broad, smooth surface of Boomie's balls. It would be fun to get him to grow right into Zipporwhill's mouth without her even knowing. Maybe that would wake Boomie and Zipporwhill up, and they'd all be able to go another round or two. Her pussy winked at the thought. Oh yes – she wasn't satisfied yet!

Author's Note

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