How to Take Care of Your Mare

by dirty little secret

Rating: mature
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Romance, Original Character, Porn, Princess Cadance, Fetish, Rainbow Dash, Other, Non-consensual, Scootaloo, Sex
Length: 25761

In this Equestria, mares are always taken care of by their owners. They're completely subservient, but they like it that way. They love every minute of it. Sex is public and stallions often share mares, because keeping a mare satisfied is tough.

In this Equestria, mares are always taken care of by their stallion owners. They're completely subservient, but they like it that way. They love every minute of it. Sex is public and stallions often share mares, because keeping a mare satisfied is tough, especially since most stallions have to take care of a whole harem.

When Rainbow Dash's little brother, Boomie, comes of age, he's thrown into a whole new world and discovers all of this for himself for the very first time.

Warnings: Public sex, incest, foalcon, group sex, impregnation, master/subordinate sexual relationships, loss of virginity.
This is a commissioned piece for an anonymous Patreon supporter.
Cover image by kryptchild.

Based on this story:
Button's Mares by Typist Gray -- Recommended if you enjoyed this story and want more.
We are not your Mares by iamjohndoe -- Recommended if you were offended by this story and need some catharsis.

Published 2015-10-15 23:40:01 UTC
Last updated 2015-10-17 17:06:40 UTC

Chapter 1: An Education in Needy Mares

“Big Bro! Big Bro! I got my cutie mark!” Rainboomer ran up to his big brother, gibbering non-stop. “I got it! I got it!”

Blaze caught him an enthusiastic hug... or, rather, he was caught by Boomie's unerring rush. “Hey there, Little Bro! Come on, let me see it.”

Boomie dropped to the floor and turned sideways to show it off. Brand new and still sparkling, a circular rainbow that looked exactly like the one he'd just made in the sky above Cloudsdale. “I got it by doing a rainboom! Just like you said I would! Just like Dash did!”

He smiled and tussled his little brother's rainbow hair. “Way to go, little guy! I bet you're excited.”

Boomie shot up, straight through their home's cloud roof, leaving a rainbow trail in his wake... only to reappear moments later. “I've never been so excited in all my life!”

“Good for you, bro. Good for you.” Blaze looked out the gauzy cloud window for a moment, thinking. “Hm, you know, I'm about to go pick Rainbow Dash up from her flying practice. Why don't you come with me?”

Boomie paused. This was strange. “But you've never wanted me to go with you to pick her up before...?”

“Well, you've never had a cutie mark before.”

That was fair enough, Boomie supposed, even though he wasn't sure what that had to do with anything. Still, he only just got his cutie mark... how was he supposed to know what changes having one might mean? “Okay.”

“Good. Come on.”

The two of them trotted out into Cloudsdale together, but Blaze slowed as they went down mist street, falling back a little to be closer to Boomie. “Now that you've got your mark...”

“Yes?” Boomie could hardly contain himself. This was so exciting! So many changes!

Blaze chuckled at his enthusiasm. “Since you've got your cutie mark, you'll be considered an adult now, so you can expect to be learning a lot of adult things.”

“Ooh! Like what?”

“Well, most importantly, you're going to have to learn how to take care of your mares.”

Boomie almost stumbled against the puffy street after hearing that. Somehow, he'd never realized until now what getting a cutie mark would really mean. “My mares?”

Blaze nodded. “Yes, yours. Now that you've got your mark, the Princess of Love will be giving you your very own mares to take care of soon. It's a big responsibility.”

They walked together in silence for a moment, Boomie thinking about what that would mean.

“Plus,” Blaze eventually continued, “I'll be glad for the help in taking care of Dad's mares and my own, especially with heat season coming up.”

Boomie considered that for a moment. “But why are you taking care of Dad's mares anyway? Can't he do it?”

“Well, without getting into the details of it...” Blaze paused. “I guess I have to get into the details of it a little bit. Dad's getting older, you know... he can't really get hard enough to do it anymore.”

“Oh.” Boomie wasn't sure what that meant, but he didn't want to look like a big dumb-dumb in front of his brother.

“What you need to know about mares is that they have powerful needs, and it's our responsibility to make sure they get their needs fulfilled.” Blaze looked back at his brother. “They always want it, but especially during heat season. Stallions own mares the way they do in order to make sure they get taken care of as well as possible. It's an ancient system set down by Princess Celestia herself. The mares are happy with it – they couldn't stand to be alone, and there aren't enough stallions to go around. That's why every stallion has his own group of mares to take care of.”

As they walked, they came upon a stallion and a trio of mares. The stallion was leaning against a puff of cloud, and all three mares were licking his private parts, nuzzling their faces into his crotch.

“Ah, perfect.” Blaze pointed at them. “You can see those mares are loving their stallion. If we watch for a moment, I bet we'll see them... yep!”

One of the mares pushed the other two away and sat down on the stallion's lap. She wiggled back and forth and the stallions private parts went inside the mare's. Boomie watched, wide-eyed. He'd seen stallions and mares going at it in public like this plenty of times before, but he'd never paid much attention to it. Now, though... now it seemed much more important. He'd be expected to do the same thing soon!

The other two mares tried to pull the first off, but she gripped her stallion tightly, whimpering as she rocked her hips back and forth rapidly. When they failed to pry their companion loose, their attention turned to Blaze and Boomie. Their eyes looked strangely hungry, and one of them let her tongue loll out.

“We'd better be going, Bro.” Blaze nudged him on. “We need to save our energy for Dash... and we don't want to be late for her.”

Boomie nodded and followed his brother along.

“Now, Boomie... You should know that flying practice and all that exercise gets Dashie pretty worked up. I usually need to take care of her right then and there when I pick her up. You gonna be okay with that?”

“Um... I guess?”

“Good.” Blaze grinned over at his brother. “Because... well, since you need to start learning about these things, I was thinking of having you participate a little.”

Boomie's eyes went wide. Participate? Was he really ready for that? Sure, he'd looked at mares sometimes, and even begun to get pretty interested in them at times. But the thought that within mere minutes he could be doing things with them... that was a heady feeling. He'd seen Dash before, of course, growing up together. He'd even seen Blaze humping away at her... but he'd been too shy to go and get an up-close look or ask about it. Besides, he'd been told lots of times that such things weren't for foals. But ... he wasn't a foal anymore.

Before he could fully come to terms with what would probably soon happen, they arrived at the practice grounds, a huge flat section of cloud with lots of open space, plus a few obstacle courses laid out through it.

He looked around, searching, and quickly spotted her. The family trait of rainbow manes had her leaving a rainbow trail behind her that was easy to spot.

“Rainbow Dash!” Blaze called out. “Dashie! Come on, it's time to go home!”

She came zooming in, straight for him, her eyes fixed on him and a huge grin on her face. There was no way she was going to stop in time!

Of course, she wasn't trying to stop in time. She plunged right onto Blaze and tackled him to the soft ground. She'd non-coincidentally ended up on top of his belly, straddling him. Sweat dripped from her lithe body. “Yes! Finally!” She gave little moan. “Do me right now!”

“Easy there, Dashie.” Blaze grabbed her hips, preventing her from rubbing herself against his belly. “Did you know, Boomie just got his cutie mark.”

“He did?” She glanced at him, then returned her full attention to Blaze.

He nodded. “Got it by doing a sonic rainboom, just like you.”

“Cool.” She didn't look at him at all this time, entirely focused on the stallion beneath her. “I was wondering what that big boom I heard was.” Her attentions were causing a reaction in Blaze, exactly the reaction she wanted. She gasped when his growing cock touched her under the tail. “Yes!”

But Blaze didn't give it to her yet. “You realize what him getting his cutie mark means, right?”

She paused her sliding for a moment, then her face lit up. “You mean I get to have him? Sweet! I bet he's totally fresh, isn't he? Never had a mare before at all!”

Boomie blushed, being talked about so frankly. He jumped when Rainbow went for him, but he'd reacted too slow.

She pinned him down on his back, legs splayed out, and she loomed over him, eating him up with her eyes – eyes that had a tendency to slide down to his crotch. “Mmm yes! Look at him, so young and spunky!” She licked her lips. “Can I taste him?”

“Not yet,” Blaze said. Boomie wasn't sure if he was happy to have pressure taken off of him, or disappointed in Dashie not getting her taste yet. Blaze stood up and shook the cloud bits off himself. “First, let's show him how it's done.”

Dash zipped back over to blaze, turned around in front of him, and dropped her front legs down into the cloud, pushing her rump up in his face and lifting her tail high. “Yes, finally! Somepony do me!”

“Come on over here.” Blaze waved Boomie over next to him.

When he got there, he stared at her; he couldn't help it. His sister, on full display, right there in front of him. He'd seen mares before, sure ... but not like this. This was different, and it was having a different effect on him. He could feel his stallionhood dropping out of his sheath as if he was going to pee, but he didn't need to pee at all... It was some other strange feeling he'd never had before.

“Now, Boomie,” Blaze said, “first, you should learn what an aroused mare looks like. Since Dashie here is starting to go into heat”— she whimpered slightly —“she's showing all the signs. First, and most obvious, look at the way she's standing, sticking her butt up and spreading her legs apart a little, getting in the most common position for rutting.” He trailed his hoof through her rainbow tail. “The next big sign is her raising her tail like this. She's giving you access, showing you her pussy, and helping to spread her scent. Can you smell it?” He took a big sniff, and his cock slapped his belly audibly. “That's the smell of a mare in heat, and there's no other like it. Now, look closely... come on, step right in and get close.” He nudged Boomie closer, then laid a hoof on Rainbow's rump, close to her mare parts. “Go on, touch her, feel how warm she is.”

Boomie raised his hoof almost all the way there, hesitated for a moment, shaking just above her short blue fur, then touched her. She was soft and very warm, but with a taut hardness concealed just beneath the softness.

“That warmth is another sign. They call it 'heat' for a reason. Now, look at her pussy. See how it's blushing red a little?”

Boomie looked close, his mouth hanging open. Rainbow Dash's nether lips were right in front of his face, bulging out slightly between her sharply curved cheeks, pouting out at him.

“Go ahead, touch it.”

What? Boomie glanced at his hoof still against her rump, then back at her slit. Could he really touch her there? It didn't seem real, but then, looking at her made it seem all too real. This wasn't some picture in a book – this was a real live mare's pussy... and he could touch it if he wanted. He was being told to touch it.

He gingerly slid his hoof across her toned ass, feeling it dip in toward her. Barely able to breathe, he brushed it lightly across her swollen lips.

They winked, flashing hot reddish pink at him and dribbling a splash of Dash's juice on his hoof before he could yank it away.

He blushed and shied away. “I'm sorry! I didn’t mean to—”

Blaze stopped him with a hoof, keeping him from backing away further. “It's fine, everything's okay. That just means she's really turned on and that she enjoyed it when you touched her.”

“Really?”

“Unh! Blaze, come on! I need it now!” Dash wiggled her hips and winked her pussy again and again.

“Look close again,” Blaze said. “You see how the skin of it is blushing red? That means she's really aroused. See that milky clear stuff leaking out each time she winks? That stuff is really slippery. It helps you get your penis inside her, and helps everything move more easily once you do.”

Boomie rubbed his hooves together, feeling where some had splattered onto him. It was very slippery.

“Mares get wet like this when they're turned on – they're getting themselves ready for sex. It has a really distinct flavor, and each mare is a little different.”

Flavor? Boomie had never thought of tasting it. Why would he do that?

“Go ahead, give it a lick.”

Boomie raised his hoof up, staring at the thin sheen of moisture on it. What would it taste like? It was worth it for curiosity's sake, he supposed, if nothing else.

Blaze pushed Boomie's hoof back down. “No, no. Get a little right from the source. She'll enjoy it, I promise.”

“Blazey! Now!” Rainbow whined.

Blaze patted her rump, making her tail shoot up even higher, arching over her back. “Easy there, Dashie. We've got to make sure we teach Boomie well, right? That way he'll be able to take care of you, too.”

She responed with just a whimper. Her pussy lips winked again, flashing deep reddish pink at them. Blaze nodded to Boomie and gestured toward her.

Tentatively, Boomie stepped closer, craning his neck forward as if to keep his body as far away from her as possible when he licked. He was close; he could smell her arousal. It was really strange being this close to a mare's private parts. He could see every detail of her – the smooth and full-looking lower swell of her slit, the way it thinned as it went up and wrinkled around the edges at the top. Those little wrinkles, he realized with a twitch of his cock, were there to let her stretch wide around a stallion's thingy.

“Go on,” Blaze prodded, “it's fine.”

Suddenly, impulsively, before he lost his nerve, Boomie dove in and planted a big lick from the bottom of her slit to the top.

She winked right into his mouth, making him jump back. He could taste her flavor, musky and sweet and a little bitter. It was unlike anything he'd ever tasted before. “She did that thing right in my mouth!” he cried.

“It's okay.” Blaze nudged him back in. “That's called 'winking', and it just means she likes what you're doing. Try it again. This time, if she winks, just stay in there and try to lick the bottom part of her that juts out at you.”

Boomie nodded. It was weird, but he knew that learning this stuff was an important part of becoming an adult, so he didn't want to miss anything. He leaned in again, and licked her, more slowly this time.

Dash gasped, and she winked again. This time, Boomie didn't pull back, instead, he darted down like Blaze had told him to and licked at the pink fleshy bulge that popped out whenever she winked.

Dash gave a yelp of pleasure, and a huge wave of her slippery juices washed over Boomie's tongue. He licked her a few more times, then pulled back, licking his own lips clean of her.

“Good work,” Blaze said. “She really liked that. That little bulging bit is her clit. It's pretty much the most sensitive part of any mare. But it's time we moved on to giving a mare in heat the one thing that will truly satisfy her.”

“You're telling me!” Dash yelled back at him. “It's been time for a long time now!”

“Oh hush. I know you're enjoying this.” Blaze pushed Boomie back away from her a little. “Okay, Boomie. This is where the mating really gets going. You just watch closely while I get her started, okay?”

Boomie nodded and watched... as if he hadn't been staring at Dash's pussy already.

“First, you rear up and get on top of her...” Blaze jumped up and landed his chest on top of Dash's rump. “Try and hook her tail around one of your hooves and pull it up as you go, that way it won't fall down and get tangled up. Trust me, you don't want to find out what it's like to have a few tail hairs wrapped around your junk while you're trying to do it.”

This was a little more complicated than Boomie was expecting. He made careful mental notes.

“Then you slide forward until your penis touches her.” Blaze slid up into position, bringing the tip of his cock up to touch against Dash's pussy, now winking constantly and soaking wet. “This can be harder than it looks. You might have to try a few times to get your aim right before you get the hang of it.” He began rubbing the tip against her. “Once you do get there, you want to rub it up and down on her pussy. That's really important because it spreads her lubrication over her lips and across your tip. If you don't, it's going to be really hard to get it inside, and it might be painful for her.”

Dash shoved herself backward, but couldn't get him inside because he went back with her expertly. “Unh! Come on, Blazey, shut up and put it in me already!”

Blaze petted her flanks. “You can see how a mare in heat gets really desperate when she's turned on. Right now, she isn't thinking of anything in the world other than getting her brother's cock inside her. It's a really terrible state, so it's our job to make sure she gets what she wants. When you're ready, you just push forward. It might be a little tight at first, but...”

Boomie watched, wide-eyed, as Dash's slit stretched and opened up, letting Blaze's wide, flat tip pop quickly inside. It surprised Boomie that it seemed to go inside the very top of her slit, not the middle. He could see a little pink gap between her lips just underneath his brother's shaft. Dash moaned and shoved herself backward again. This time, Blaze let her.

She slid down onto him, her madly winking pussy eating up inch after inch of his cock, only stopping as the little ring around the middle of it began to go inside.

“Now, Boomie, inside a mare, you'll first find a smooth, firm outer section that helps guide you in nicely. At the end of that is a really tight part that can take a lot of pressure to push through.” He pushed hard, his leg muscles bulging, and suddenly popped deeper into her. He grunted. “Yeah... Whoo... That tight spot is just like a little ring, and once you get past that, she's really soft and squishy and warm inside, and that little ring wraps around you. It kind of jerks you off with the pressure it puts, and that's really nice.”

Boomie couldn't take his eyes away as his brother sank even further into his sister, stretching her more as his widened base pressed inside.

“There. That's an insertion for you.”

Dash whimpered, trembling beneath him. Her juices trailed down her legs in waves.

“Then, you just start thrusting in and out, like this.” Blaze did so, making Dash cry out for everyone at the practice grounds to hear. “Each mare is different, but Dashie here likes it fast and deep.” He thrusted in and out slowly. “But I'm not going to give her that.”

Dash cried out at him. “No! Give it to me! I've waited too long already!”

Blaze didn't change his pace. “I'm going to get her really close to the edge and begging for cum before I give her to you.”

“Cum?” Boomie asked.

“Oh, right. I haven't explained that yet.” Blaze kept pushing himself into Dash, making her moan and twitch. “The best part about sex is getting an orgasm. When a mare gets an orgasm, her vagina clenches and she might squirt out some more of her juices, or even some pee. When you get one, your penis will pulse and white stuff called cum will come out. Orgasms feel really good for both stallions and mares, and it's pretty much the best thing you'll ever experience.” He picked up his pace a little, making little squelching noises come from Dash's pussy. “A stallion's cum is what makes a mare pregnant when she's in heat, and it's the only thing that will really satisfy her when she's in season.”

New worlds were opening up in front of Boomie.

Dash was moaning with every thrust now, pushing herself back hard against Blaze.

Blaze pulled out of her, his shaft glistening from her juices as he slid it free.

“No!” Dash cried out. “I need it!”

“You can have it in your mouth,” Blaze told her.

Dash spun around in a blur and tackled Blaze to the ground beneath her. She grabbed his cock in her hooves and shoved it harshly into her mouth, desperately shoving herself deeper and deeper onto it, her own female juices helping it slide down her throat. Boomie watched in awe as she pressed her lips to Blaze's sheath, lowering her hooves to fondle his balls as she shoved herself down hard again and again.

Blaze grunted. He grabbed Dash's mane and held her down at the deepest point, then he groaned loudly and Dash squirmed. Boomie could see her tongue licking at his sheath, which seemed to be rhythmically bulging. After a moment of this, white stuff started to leak around Dash's lips, dripping down onto Blaze.

Eventually, Blaze went limp, panting for breath, and Dash pulled off of him. More white stuff came out of her mouth, trailing down her chin. When she noticed, she used a hoof to help herself lick it up greedily.

“Whew... yeah. That feels good,” Blaze said absently.

Finished licking herself clean, Dash turned to Boomie. “Are you going to fuck me now? Please tell me you're going to fuck me! Will you come inside? Oh please!” She darted around to his side, lowering her head to look under his belly. “Oh wow! Your cock is so cute! It's like a little version of your brother's. It even has the same heart-shaped flare and everything.” She danced around. “Oh, please tell me I can have it! I love the way the point of that heart shape rubs on my G-spot!”

“Gee spot?” Boomie asked, looking over at Blaze.

Still panting for breath, Blaze waved him off. “We'll get to that later. For now, she's really close to orgasm, and I'm sure she'll get one when you come inside her. Go ahead.” He looked at Dash. “Now, Boomie is shorter than me. You're going to have to squat down and really spread your legs out wide so he can reach high enough.”

But Dash did no such thing. She jumped on Boomie, pushing him over onto his back, then she hopped up and straddled him.

“Blaze?” Boomie asked. “What's going on? What's she doing? She's not doing it the right way!”

But Blaze didn't answer. Dash slid up on Boomie, rubbing her soaked lips against his cock, rocking her hips and pushing her clit against him.

“Blaze?”

Dash slid higher. He could feel the wet warmth of her against his tip... then she slid lower again. This time, though it was different, very different. She enveloped him, wrapping him in her steamy tunnel as she easily made her way all the way down until she rested against his lap.

Boomie's eyes went wide. He could feel her on the inside, her twitching muscles, her panting breath, an amazing warm softness all over his most sensitive places. Her belly was exposed to him, showing off the long, graceful curve of it as she arched back, giving him a perfect view of her tight little teats just above where... where his cock disappeared between her legs.

Good Goddess... he was having sex, right there, at that very moment! Real sex, with a real mare, sister notwithstanding.

She grinned down at him. “Is this your first? Did I get your virginity?” She rocked back and forth a little, making them both gasp. “Mmm! I've never gotten a colt's virginity before. It feels nice!”

Experimentally, Boomie rocked his hips down, then pushed back up into her.

“Umn!” She bit her lower lip a little. “Yeah! Do that more!”

He did. Each push felt better and better as he got used to the feeling. What had been a simple burning pleasure shooting through him coalesced into more concrete feelings – the little slaps as the curves of her ass touched his thighs, her tail expertly tickling his balls, the gloriously slick sliding of her inner flesh against his shaft, the distinct ring inside her tightly squeezing him up and down...

A glance around showed him that a few ponies were looking, some with open hunger in their eyes, but most of them were just going about their usual business.

Boomie started pushing harder, feeling something build up inside him.

“Yeah!” Dash grunted. “Give me that flare! Come on! Yeah! Yeah! Aaah!”

The burning line of pressure was back, stretching all the way from his spine up to his tip deep inside Rainbow Dash. Instinctively, he pushed up as hard as he could, groaning as he pressed himself into her.

The pressure broke. He could feel himself twitching inside her over and over, the pulses running deep into her, filling his sister with his love.

Dash squealed and her body scrunched around him on the inside. “Yes!” she cried out, as a hot mix of their cum gushed out of her around his base, splattering down onto his balls and thighs. She collapsed down onto him, her chest over his face.

He held her tight around the middle, both of them still twitching, still spewing their cum to each other. Boomie struggled just to breathe as he rode out his very first orgasm.

Finally, their breathing calmed. Dash rose to her feet, letting Boomie's wilting cock drop out of her with a splash of white as it popped out. She stood next to him, nuzzling his cheek. “Thanks, Bro. I really needed that. You have no idea.”

Boomie looked into her eyes and nuzzled her back. “Any time, Dashie. Really. That was awesome.”

“It was special, too. I got to be your very first, how cool is that?” She turned around and showed him the hot mess under her tail. Her pussy winked, dripping with sticky white cum. “And you filled me up so good! I hope I get a foal from you!”

Boomie blinked. “Wait... am I going to be a daddy?”

“No, not yet.” Behind him, Blaze chuckled. “Even if you are the one who gets Dash pregnant, she's still Dad's mare, so Dad will be the official father. You won't have a baby to take care of.”

“Oh... okay.” It was a relief, but also a vague disappointment.

“When you have your own mares, though...” Blaze chuckled again, then shook his head. “Ah, there's time enough to worry about that later. How about we go home and I cook up some of my best spaghetti? I think you two have earned it.”

“Yay!” Dash trotted off toward home, seemingly oblivious of the slight trail of droplets she was leaving behind.

“Is it like that every time?” Boomie asked in awe as they moved to follow her.

“Nah.” He patted Boomie on the back. “Sometimes it's even better.”

Author's Note

This story was written as a commission for one of my Patreon supporters.

If you'd like a custom-made story that suits your tastes perfectly, maybe stop by my Patreon page and find out how you can get it!

Chapter 2: Weighed and Measured

“Come on, Boomie,” Blaze called for him. “This is something you do not want to be late for!”

“I'm coming!” Boomie rushed out of their house into the Cloudsdale street. Today was the day! Today, the Princess of Love herself would be trying him out and deciding which mares he should have. He couldn't stop thinking about it as he fell in next to his brother and sister on the way to the stadium. It was making him a little nervous, actually. “How will she know which mares are right for me?”

Rainbow Dash laughed. “She just knows! That's who she is. That's why she's the Princess.”

“She's right,” Blaze added. “She's been doing this job as long as anypony can remember, and she's never really made a mistake yet. Somehow, she just magically knows... once she gets to know the stallion a little.”

“Okay...” Boomie walked along with them a little farther, thinking hard about it. “You said she's going to 'take my measure', right? What's she going to measure, and why does it have to be in front of an audience?”

“It's only in front of an audience because everypony else wants to get to know the new stallions, too. A long time ago, when things were more primitive, they tried to have it all done in private where nopony could see, but ponies kept sneaking in to watch, so now they just make a show out of it.”

That was interesting and all, but it left the most important part of his question unanswered. “But how will she measure me?”

“It's simple,” Dash cut in. “She fucks you.”

Boomie froze in mid-step, letting the other two get ahead a bit before they stopped too. “What?”

Blaze came back for him and nudged him back into walking. “Really, you didn't get that? You're a bit slow on the uptake, aren't you?”

“Hey!”

“Just kidding, just kidding.” Blaze patted him on the back. “But really, I thought you'd figure out for yourself what being measured by the Princess of Love would imply.”

“I'm new at this, okay? How was I supposed to know?”

“Fair enough,” Blaze said. “But come on, we need to go faster if we're going to get there in time, and we'd better get there in time, because you're one of the guests of honor. She only comes to Cloudsdale once a year or so – you don't want to miss it and end up waiting a whole year to get some mares, do you?” He took off, flying down the street rather than walking.

Both Boomie and Dash followed his lead. Since they were all strong flyers, they easily arrived in time. The seats in the stadium were filling up, but nothing was happening yet, nopony on stage.

Blaze led them to the very front row, a section roped off for the new colts and their families. All the other new colts were already there. He didn't know any of them, but it looked like they were all here with their fathers and mothers ... which made him feel a bit self-conscious about being here with his brother and sister instead. Still, he took his seat calmly and stared at the empty stage, thinking about what would be happening up there soon.

It wasn't as if having sex was a private thing or anything. He'd never even had sex in private, actually. It just seemed like the Princess of Love was coming so soon after his getting a cutie mark. Sure, he'd had a few lessons with Dash and Blaze – even playing with Blaze's Flitter and Cloudchaser a little – and they'd gotten him into a few of the finer details, but he still couldn't control Dash's orgasms almost on demand like Blaze could. He felt like he wasn't good enough yet. What if the Princess found him lacking and decided he didn't deserve any mares? And despite everything, the idea of trying to do it in front of all these ponies, a whole stadium full, felt more than a little intimidating.

He just hoped he wouldn’t screw it up.

“Ladies and Gentlecolts,” a disembodied announcer rang out over the noise of the crowd, “Please rise for our beloved Princess of Love, Princess Cadance!”

Boomie rose to his hooves along with everypony else in the cloud arena, straining his neck to catch a glimpse of the pink alicorn gliding her way down onto the fluffy cloud stage in the middle of the arena.

She was beautiful. Slender and graceful, adorned with royal jewelry on her hooves and in her mane, with multicolored feathers unlike he'd ever seen on any pegasus. He'd seen an alicorn once, Princess Luna on one of her nocturnal visits, just a glimpse from a dark window at a shape on a silvery moonlit street... But that was nothing like this. He'd never realized how amazing they were before.

“Thank you for that wonderful introduction, Silver Tongue.” Princess Cadance paused for the inevitable applause. “And welcome, everypony, to the Cloudsdale Thunderdome and the official Equestrian Choosing of the Colts!” Another burst of applause, longer this time. She paced back and forth as she waited for it to die down, looking around at the audience, especially at the new colts in the front row.

Boomie felt a slight chill in his spine when her eyes met his. There was such a knowing look in them.

Princess Cadance looked up at a booth in the back of the stands, way up high. “Why delay things any more than we have to? Let's give these ponies the show they've been waiting for!” Applause broke out again, but she spoke over it, her voice somehow carrying above it all. “Do the drawing, and tell us who's going to go first!”

The announcer's voice came through again, booming over the raucous shouting and stomping of hooves. “Just a moment please...” A long pause. “... And the first colt who will be going up on the stage to have the Princess of Love take his measure is...”

The wait was unbearable this time. Boomie's heart was beating so fast.

“Rainboomer, of the Rainbow family! Please step up onto the stage, young lad!”

His eyes went wide, and he gasped. It was good, he supposed, to not be getting sloppy seconds after all the other colts ... but, honestly, he had been hoping a couple of them would go first. That way, he'd know what was expected of him up there.

Dash nudged him. “Well don't just sit there, Dummy! Go on!”

Stumbling to his hooves, he walked over to the set of cloud-made stairs up to the stage. Everything seemed distant and not real. He just couldn't process what was going on. Before he knew it, he was standing there, in front of the Princess of Love, aware of little other than all the eyes watching him and with no idea at all what to do next.

“Hi, little guy,” she said quietly, just to him, leaning down far just to be able to get near him.

His stunned silence was definitely too long. He stared at the floor of the stage. “Um, Hi Princess Cadance,” he finally managed to mumble out much too quickly.

She whispered into his ear, “Just Cadance, please. No need for formality – we need to be comfortable with each other.”

Boomie nodded.

For a long moment, nothing happened. “Well?” the Princess asked.

The crowd seemed to be getting bored and fidgety. “Aw, look folks, seems like the little guy is a bit shy...” the announcer's voice called out. “Let's give him some encouragement!”

Shouts and applause thundered out from all the ponies in the stands. They were ready for a show!

They weren't getting the action they came for, though, not yet. Boomie glanced at them, then back up at Cadance. “I'm, um... I'm not sure what I should do.”

“I can't tell you,” she told him quietly. “The point is to find out what you're like, and that means letting you take the lead. If I tell you what to do, that only lets me know what I'm like.”

“Right ... but...”

“How about you just start with a kiss?”

That would be okay, wouldn’t it? He craned his neck, reaching up toward her.

Cadance leaned down and met him halfway. Her lips were warm and soft; they felt utterly amazing ... but they were totally passive, allowing him to take it only as far as he wanted to. How far did he want to go? Every experience before this had been guided by his brother. On his own now, he felt adrift, almost.

The announcer's voice came on again. “There we go! There's a little action to start us off. This little guy sure seems to be the slow-burning kind, but does he have it where it counts?”

They separated after merely touching lips for a moment, and Cadance looked into his eyes. He could see her thinking, judging, wondering if that was all he had.

He pressed his lips back into hers, this time reaching up to caress her cheek and pull her in closer. Their lips parted, and he wasn't even sure which one of them had started it. Hesitantly, he ventured his tongue into her, and he felt hers come out to meet it.

The crowd cheered. “Woah!” the announcer said. “Now that's more like it! That's a kiss!”

This time, when they pulled apart, she smiled.

“So,” he asked under his breath, “we just have sex?”

She nodded slightly. “In whatever way you like best.”

He looked up at her, towering over him. “But, um ... you're kind of too tall for me...”

Cadance grinned and her horn glowed. Next to her, a small platform grew out of the cloud stage. Of course. One of the benefits of being an alicorn meant she could change clouds like a pegasus, but she also had magic to do it with. Neat.

“Looks like she's made a platform for him, yes definitely a platform. We'll just have to wait and see what they've got planned.”

He hopped up onto the platform, but Cadance was still sideways next to it.

“Where do you want me?” she asked.

“Can you, um, back up to me?”

She smiled and nodded, looking at him with those knowing eyes. Turning sideways, she backed herself neatly up to the edge of the platform. It was already the perfect height for giving him access to her. She'd probably suspected exactly what Boomie wanted from the moment he'd said she was too tall. Maybe even from the moment she first looked in his eyes.

“Ah, looks like they're going for traditional pony style! An oldie but a goodie, and as old-hat as it may seem, it's still gotta be one of my favorites, what do you think, audience?”

Boomie stared at her, ignoring the announcer now. His legs felt jittery and his heart was beating faster than it should. Her rump – a Princess's rump – was right in front of him, the two utterly perfect pink cheeks and her tail demurely covering herself in between. That pink fur was so shiny and perfect-looking. He wondered how long she'd spent getting groomed just in preparation for this event. Just for him.

He reached out and touched it. Hers wasn't like Dash's... there wasn't any underlying hardness, just a deep soft firmness that made him want to dig his hooves into it. Wasn't he supposed to do what he wanted for this? He did, squeezing that perfect ass and rubbing it in a slow circle, pressing deep into her flesh and feeling it give under him.

Her tail began to rise a little, and it went higher and higher as he continued to play with her. When it rose up high enough and flicked to the side, she took his breath away. She was gorgeous, utterly gorgeous! Her pink skin matched her fur perfectly, and the graceful curves of her slightly pouting pussy were perfectly smooth, bottom to top, not a single wrinkle, spot, or stain on these royal lips. The two lips of her sex didn't quite meet in the middle, leaving a tiny glistening strip of pinker pink inside visible. Her whole marehood was surprisingly small for a pony as tall as she was, but then again, she was very slender. Boomie watched, hypnotized, as her tail rose higher and a solitary, perfectly clear, drop fell from the bottom of her slit.

“Ah, what's this?” the announcer cut in. “It looks like... Yes! Yes, he's starting to really get aroused now, just look at his nice little cock dropping out! And wow, did you see how fast it got hard? That's truly impressive, folks!”

Boomie blushed a bit at the commentary, but he didn't look away from the royal prize in front of him. He reached out and touched it, lightly brushing his hoof across the valley between her cheeks, letting it slide across her sex and pull it open slightly.

She winked, spilling a splash of crystal clear juices.

Well, this was supposed to be what he wanted ... and he definitely knew what he wanted now! He jumped forward, landing his chest on top of her rump, and he pushed himself into her in a single smooth stroke, all the way to his sheath.

“Oh wow! Get a load of this, folks! I sure didn't see that one coming!”

Cadance gasped, and her pussy convulsed around his shaft. He could feel her tail flicking up and down under his chest. She looked back at him, her eyes wide, but grinning back at him even wider.

Boomie could only stay where he was, trembling as he clutched onto her rump. She was so warm inside, so soft. He could feel every twitch of her muscles, every breath she took, every pulse of her pussy winking around the edge of his sheath.

It seemed like it took a long time before he calmed himself enough to start moving, start slowly thrusting in and out of her ... but it probably wasn't actually as long as it felt like. She felt so heavenly, as if the inside of her was just as smooth and perfect as her outer lips.

“Now there's some action! Just look at that little guy go! I bet he's really enjoying it now, and let me tell ya, folks, this sure does bring back memories, as I'm sure it does for all the other stallions in the audience.”

A din of masculine shouts answered back to the announcer after that.

Boomie knew he wouldn’t last long, not with how amazing she felt, not with the way she pushed back onto him, not with the way she pushed up, grinding his cock along the bottom of her silky passage.

She looked back at him, and their eyes met. It seemed like she could look straight through him and know everything about him, and she liked what she saw somehow, judging from her sly little grin.

He was flaring up inside her, stretching her tightness wide... He had a choice to make. It would feel amazing to empty himself into her ... but he also wanted to see her gorgeous rump and perfect royal lips covered in his cum. He'd never get another chance with her. This would be the one and only time.

“Okay, folks, keep a close watch now! I'm pretty sure this kid's about to blow!”

His first burst streamed into her, deep inside, but he changed his mind at the last moment, yanking himself out of her – making her yelp – then spraying the rest outside her. Thick spurts splattered onto the curve of her rump, squirting in between her thighs, splashing over her little puckered tail hole. Ropes of sticky white draped themselves over the perfect curves of her pussy, leaking into the tiny warm crevice between her pussy lips and her ass cheeks.

Boomie would never forget the look on Cadance's face as he did it. A kind of sultry victory, mixed with an odd, knowing gratitude. Her pussy winked, spilling some of his cum out from inside to mingle with what he'd painted her rump with already, mixed with her own clear fluids.

“Now that's some showmanship!” The audience's applause finally cut through Boomie's single-minded focus on Cadance. “And just look at that volume! Pretty impressive for such a young colt!”

Boomie panted, flushed with exertion and the heady feeling of success. His cock slowly softened and retreated back into him, and he backed himself off of her. He stood there, on his little platform, gasping for breath as Cadance turned around and looked at him.

She whispered, just for him: “Thank you, that was fun. And I think I know just the mares for you.” She winked.

His face flushed even harder. He felt like he should say something back, but he had no idea what would be appropriate ... and he had the growing feeling that he was supposed to get off the stage now.

“A big round of applause for our lovely Princess of Love, folks!” The audience thundered again. “Clean-up crew on stage, please – clean-up crew on stage.”

“Go on now.” Cadance smiled at him “Go back to your family and enjoy the rest of the show.”

Boomie nodded, and as he made his way down from the stage with more than a few backward glances, four matching white pegasus mares with golden manes made their way past him.

The four mares wasted no time in rushing over to Cadance, and they immediately began licking her clean, their tongues carefully wiping every trace of his cum from the Princess. He stared back at them, in awe and more than a little aroused at the sight. One of them even buried her muzzle in Cadance's slit, doing her best to lick away the cum from inside her.

He made his stumbling way back to his seat without taking his eyes off that.

“You did good up there, Bro,” Blaze said as he sat down. “Not as good as me, of course – I pulled on her wings when I did it – but still really good.”

“Made me hot!” On the other side of him, Dash pulled her hoof out from between her legs and held it up to Boomie's face. He could smell her now-familiar musk all over it.

“Okay, looks like the clean-up crew is finished, so let's welcome our next colt, Thunderclap. Give him a cheer, everypony!”

Boomie watched as the mares of the clean-up crew trotted down from the stage and past the front row, back to wherever they'd been waiting. As the last one of them passed by, she looked him in the eyes, smiled, and licked her lips. He couldn't help but watch her as she left ... and he couldn't help but think that the oh-so-casual flick of her tail that exposed her winking pussy to him was very intentional. It was the season for mares to be in heat, after all.

By the time he turned back to the stage, the next colt was already shoving himself deep into Cadance's mouth. He sure didn't waste any time.

Blaze nudged him. “That was kind of rude, you know.”

“Huh?” Boomie looked over at him then immediately looked away, trying to avoid noticing the huge hard-on his brother was sporting.

“Cumming inside. It's pretty rude for the first colt in line to finish inside and give all the others sloppy seconds.”

“Well, nopony told me that,” Boomie said without looking. Instead, he watched the action on the stage intently. That colt was savagely fucking her face now, but Cadance was taking it like a champ, even seeming to enjoy it and shoving herself down harder, fondling the colt's tight little balls.

Motion on the other side of him caught the corner of his eye. Dash's hoof was in between her legs again and moving furiously. He could see little beads of sweat breaking out on her.

He turned to glance behind them. Dash wasn't the only one enjoying the show in a more physical way. He spotted stallions and mares masturbating, some giving each other oral ... some were even straight-out fucking each other as they watched the show on the stage. A few couples seemed to be trying to imitate exactly what was happening onstage. The scent of sex was starting to get heavy in the air. Now that he was listening for it, he could hear the grunts and squeals of orgasms amid the crowd's applause and cheering.

How many new foals would be conceived right here in this arena today?

Dash's face appeared in front of his own. She'd gotten out of her seat to stand in front of him. One of her hooves was still very busy between her back legs. “Can I?” she asked, glancing down.

All the sights, sounds, and smells, being surrounded by raw sex everywhere he looked ... it was having an effect on him, apparently. When he looked down with her, he noticed his own cock extended and firming up again.

Not quite sure what she intended to do – but pretty sure that he would enjoy it – he nodded.

She smiled, leaned down, and licked him from base to tip. It was an incredible new sensation. His lessons so far had all been focused on satisfying a mare in heat ... he'd never gotten oral before.

She licked again down and up, then popped his tip in and out of her mouth. “Mmm.” She licked her lips. “I can still taste the Princess on you!”

It had felt amazing, so warm and wet and so firm and... active when she'd had him inside her mouth. “Can you do that again, when you put it inside? Can you go deeper?” He could only imagine what it would feel like to feel more of that!

“Can I?” Dash smirked, holding his cock in her free hoof while the other still worked behind her. “I can keep up with the best of 'em! Just you see!” She dipped down again, rubbing her cheek against his flattened tip before popping it in between her lips and rubbing her tongue over it.

“Get ready, folks, I think he's about to... Yes! Yes, there it is!”

Boomie glanced back up at the stage just in time to see the colt up there empty himself into Cadance's throat. The Princess swallowed it down greedily, and not a single drop escaped her lips.

Dash drew his attention back down by bobbing her head. Each time she went just a little lower, spreading the incredible feeling of her mouth over a little more of him. He felt himself hit against the back of her throat, and she paused for a moment, angling her neck down a little bit. The next time she bobbed down, he passed the barrier easily and sank much deeper into her mouth.

The announcer boomed out, “Yes, the clean-up crew won't be needed this time. Let's hear it for little Thunderclap! And let's hear it for our gorgeous Princess of Love, taking it like a champ and not spilling a drop!” The crowd went crazy, and even Boomie joined in, banging his hooves together a little over Dash's head. “Wingbeat,” the announcer said, “you're on next, come on up!”

Dash went deeper, drawing his attention back. When he looked down at her, she met his eyes with a look that shouldn't have been able to be so innocent, given the cock filling her mouth. She winked at him and then plunged down roughly, all the way to Boomie's base.

Throwing his head back, Boomie gasped. How could she even do that? The announcer was saying something, but Boomie didn't even register it. The sensation of Dash's throat convulsing around him, gagging on him with little coughing sounds, it was totally overwhelming.

Her eyes were watering, but Dash shoved herself down on him over and over. His balls were getting coated in all the spit she was letting drool out around her lips. Finally, she pulled herself off of him, sliding him out in a long, slow motion. She gasped for breath when he popped free, but she didn't pause. Right away, she dipped down to nuzzle his balls, licking her own spit from them and rubbing her cheeks and lips over them. “You still have some left after what you gave Cadance?”

Boomie nodded.

“I can feel it, so full and ripe! Are you gonna fill my mouth up?”

He nodded again. She grinned and licked her way up to his tip again.

The feeling of Dash shoving herself back down on him made him throw his head back again. When he did, he saw what was happening onstage. Cadance was on top, facing away, rocking her hips on top of the new colt – all Boomie could see of him was a blue tail and his pink legs and balls. He watched, remembering how Cadance's pussy had looked and felt, savoring the memory even as Dash gagged on him.

He ran his hoof through Dash's mane, looking down at her. “Dashie, I'm—”

She pulled up, holding his shaft with one hoof and tenderly massaging his balls with the other. “Give it to me,” she whispered, barely audible over the crowd. Keeping eye contact with him the whole time, she lowered her head back down and opened her mouth wide, laying the tip of Boomie's cock on her outstretched tongue.

Her hoof stroked him, and it only took a few passes up and down before Boomie lost it. He groaned, staring into her love-struck eyes even as the first thick white stream shot straight down into her throat.

Dash swallowed greedily, but without ever moving him off the tip of her tongue, even as the tail end of each spurt laid itself onto its soft pink curve. As his spurts began to slow, she stopped swallowing it, holding it in her mouth, collecting a deep pool of it. When he finally stopped and his cock retreated off of her tongue all on its own, she looked up at him, letting him see his load swirling around her tongue. She closed her mouth, gulped visibly, then opened it again, perfectly clean.

Boomie just stared down at her, his own mouth hanging open as well. She still held his softening cock and emptied balls in her gentle hooves.

“Told ya I was good!” She winked at him and gave a cocky smile – as opposed to a smile with a cock in it, which she'd been giving him a moment ago.

He nodded. “You are. That was amazing.”

She laughed, returning to her seat. “Gotta keep your stallion happy if you want to make sure he's around when you need him!”

Boomie just smiled back at her, glad to have such an amazing sister. Now that his head wasn't quite so dominated by sex anymore, he began to wonder just how this whole assigning of mares thing worked. “Hey... Blaze?” He turned to the other side, only to be startled by seeing Blaze balls-deep inside a mare he'd never seen before, ramming her pussy down on himself over and over as she sat on his lap.

“Yeah, Boomie?” he said, his voice strained but casual.

Boomie stared at the mare, a butter-yellow pegasus with a pink mane. He stared at the splatters of wetness across both of their fur where the two of them connected. After a moment, he became aware that he'd been staring too long. “Oh, um, nothing. I'll ask you later.”

“Okay, that's cool, Bro.” Blaze shoved the mare down one last time and wrapped his hooves tightly around her chest, biting down on her neck. His muscles were tight and twitchy, standing out under his fur, and the mare's eyes opened wide as she gasped out a quiet shriek.

The two of them stayed frozen like that for a long moment, then finally separated. When she rose up from his lap, his softening stallionhood fell out of her, along with a splash of white. She turned around and nuzzled his brother a little on the cheek, then quickly trotted away, her cheeks burning bright red.

“Who was that?” Boomie asked.

“That? Oh, do you know Big Macintosh in Ponyville? She's one of his mares.” Blaze watched her leave the arena. “I'm not sure what she's doing in Cloudsdale – I didn't ask – but me and Big Mac are sort-of friends, and we share mares from time to time. Since Fluttershy was up here in heat with no stallion to take care of her, she went searching for me.”

“Oh...”

“What was it you wanted to ask me?”

Boomie grinned sheepishly. “I was just wondering how getting my mares works...”

“Oh don't worry about that.” Blaze waved him off. “It'll all be taken care of, and they'll come to meet you in a week or two.”

Author's Note

This story is brought to you thanks in part to my Patreon supporters! They're invaluable for keeping me focused and motivated to write with the power of the deadline.

If you'd like to help keep me writing, please check out my Patreon page.

Chapter 3: Three Little Gifts

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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If you'd like to help keep me writing, please check out my Patreon page.

Chapter 4: The Proposition

Boomie trotted along with his brother and their mares, his head swiveling all over. He couldn't get enough of Ponyville's strange scenery. Supposedly, they were going out for a walk in a brand new place for the sake of the mares, to get them some exercise and novelty ... but Boomie was enjoying it as much as they were – probably a lot more than some of them. He'd only ever been here once before, and he'd only been on the ground three times in his life.

Cloudsdale still hovered overhead, and it was scheduled to stay over Ponyville and provide shade for another three days, so there would be plenty of time to explore. Still, Boomie couldn't help but stare at all the new things. “Ooh! What's that big green thing?”

Rainbow Dash chuckled and nuzzled her nose in behind his ear. “That's called a tree, remember?”

“What's it for?”

She stopped walking and stared at it for a long moment. “I dunno,” she said with a shrug.

As they resumed their walk, Boomie shook his head. Ground ponies were weird. He still didn't quite have the hang of walking on this 'grass' stuff, either. It looked all spiky and painful, not like nice, soft clouds, but it was actually scratchy and rustley with a really firm layer underneath.

Of course, the scenery wasn't the only thing drawing his eyes. He was near the back of their little group, with his three fillies right in front of him, and Goddess above, was it a view! Scootaloo's pristine little fillyhood on the left bumped with her every step, with a delightful tiny jiggle each time. On the right, Zipporwhill could hardly stay on the ground – she flitted up and down and all over the place. It was her first visit to the ground, after all, a fact that made him feel strangely well-traveled and highly informed about the ground ponies he knew nothing about. In between those two, Fireball trotted. Her gait had a little twitch in it, and as her tail swished back and forth, it revealed a tell-tale dripping from her perfect little white mound. She would need to be serviced soon.

Boomie felt a twitch of his own at the thought of it. He loved nothing more than taking care of them.

Of course, it wasn't an easy job. Besides the three who were his direct responsibility, Rainbow Dash followed along right next to him, and she was probably hanging so close because she wanted a little for herself. And, of course, he had plenty of eye candy up ahead: Blaze's mares, Flitter and Cloudchaser, along with his father's mares, Feather Hop, Swirley, and of course his mother, Cloudy Daze. All of them, for just him and his brother to take care of... All those delicious rumps, bouncing in front of him as they walked along. His eyes strayed to his mother's, to the thin line of pink between her big, fluffy pussy lips.

Right. He shook himself out of it. He'd need to take care of Fireball first, at least. There was no way he was going to neglect his own three mares.

Breeding season wasn't over yet, and – as Blaze had explained to him – their little sojourn onto the ground wasn't purely for entertainment purposes, or even for exercise. They'd also find plenty of new ponies down here, including some stallions to help keep their mares happy during their season. Thankfully, since the seasons changed at different times in different towns, here it was autumn, and the local mares wouldn’t be in heat. That meant there would be plenty of stallions around with a little extra steam to blow off.

Fireball stopped in her tracks for the briefest of moments and her pussy convulsed, winking her clit out and dribbling a tiny splash of sparkling lube before she set off again, too distracted by the scenery to beg for his cock. These mares could use a little extra 'steam'.

There were some other ponies around now, going this way and that, most of them on a few single strips of dirt going different directions. Many of them were staring at the group of pegasus ponies. Most of the stallions going by began to dangle as they saw the group of mares in heat, some of them stopping to watch them go by.

Blaze led their little band to the base of another huge tree, this one right next to a fork in those dirt strips where three of them met in the same place. “We'll stop here by this tree and rest for a while,” he said. “I'm sure plenty of interesting ponies will come by.”

So that's what trees were for! Now Boomie understood why the ground ponies made so many of them.

While the mares sat and laid down in postures varying from 'innocently seductive sprawl' to 'presenting myself for immediate fucking', Blaze took sat and leaned against the pillar of the tree. “Now we just need to wait. Plenty of ponies will—”

“No waiting!” Cloudy Daze jumped up on his lap and straddled him, wiggling her ample hips onto his crotch. “Give Mommy some sugar!”

Boomie stared for a moment as he watched his brother's erection slowly grow and slip into their mother. He envied Blaze slightly. Cloudy Daze could be so gooey and warm inside when she was horny.

He had his own problems, of course. Scootaloo pounced him, knocking him to the ground and somehow rolling so he ended up on top of her, belly to belly, with his sheath already brushing her fillyhood, which kissed him with warm, sloppy winks. It looked like maybe Fireball wasn't the most desperate of his fillies after all. No matter. He knew he could give Scootaloo a good filling and still be ready to please Fireball within half an hour or so.

“You go, guy!” A random passerby yelled as his hardening cock slipped into Scootaloo's barely-developed flower.

He looked up, thinking the call was for him, but it wasn't. An earth pony stallion was sitting just under the tree, almost still in the road. His coat was brown and his mane a darker brown, with an hourglass for a cutie mark – Flitter and Cloudchaser were eagerly fellating him, slathering all over his big cock and clinging to it as if they had a magnetic attraction.

Scootaloo was as tender a mare as ever, and the needy clutching of her sloppily wet pussy quickly brought Boomie toward his climax. He always loved tending to his own barely-mature fillies the most, not just because their tiny little love tunnels were the tightest, most eager he'd ever had, but because they were his, and he was theirs. They were perfect for each other – the Princess of Love said so!

Boomie looked deep into Scootaloo's beautiful purple eyes as he emptied himself as deep as he could inside her clenching and spasming pussy. She lifted her head up and kissed him on the nose just as her own orgasm rocked through her, making her spasm all over and flooding Boomie's crotch with wet warmth.

They stayed there, laying on the ground and looking into each other's eyes for a long time, still interlocked, still touching each other in the most intimate way possible.

* * *

Boomie sat against the tree next to Zipporwhill, his slickened hoof under her ass and idly playing with her pussy lips as she nearly purred, semi-napping against his side.

The trip had been a great success already. Dad's mares had already been taken care of multiple times by passing strangers, and Blaze was busy double-teaming his own two mares, Flitter and Cloud Chaser, with the help of a big red stallion. Every time one of them – mare or stallion – came, they switched, and the mares seemed unable to get enough of it. Those two were certainly going to be satisfied for a while after this!

He was easily recovered enough to take care of Fireball now, but the filly had begun running around and playing with Scootaloo, and he didn't have the heart to interrupt them. They looked like they were having such a good time trying out their running skills on a totally new surface. If Fireball wasn't right up next to him begging for a cock inside her, then she wasn't so desperate that she needed to be interrupted. He'd let her decide when she was ready.

But then, a most unusual group of ponies came down the road alongside. A pure white stallion, both his mane and tail completely colorless, led a group of eight mares, most of them also white, and all of them with collars and leashes trailing up to be wrapped around one of the stallion's front hooves. He either didn't have a cutie mark, or that was white too. His pale blue eyes gave him the only color on his whole body.

They were passing by without a second glance, and Boomie noticed that a few of the mares – even though Ponyville's heat season hadn't started yet – were badly in need of attention and apparently not getting it.

They all halted, suddenly, when the stallion noticed something. He was staring toward Boomie's family, staring at Scootaloo and Fireball running around Cloud Chaser and in between Flitter's legs. Scootaloo narrowly avoided getting doused with cum as the big red stallion climaxed again.

The white stallion stayed for a long moment, just staring. Finally, he glanced around the family, his eyes finally coming to rest on Boomie. “Good afternoon,” he said, “I am Snowmane, owner and curator of the largest and finest collection of white-furred mares in all of Equestria. Allow me to introduce you to them: Rarity, with that lovely mane of hers; Vinyl Scratch, the one with the headphones; Surprise, that pegasus with a yellow mane; White Lightning, the earth pony with a thundercloud on her flank; and Redheart, who volunteers at Ponyville hospital. There's also Octavia and Blossomforth, the grey earth pony and the cream-colored pegasus, respectively.”

“Um...” Boomie stared at him and his mares, struggling to take it all in. “Hi.” The proper response hit him a moment later. “I'm Rainboomer.”

“Hm yes, quite. I must admit I am very much captivated with that white filly with the orange mane. Is she one of yours?”

“Yes, she's mine!” Boomie surprised himself with the possessive surety in his voice.

“Excellent!” Snowmane sauntered over, releasing most of his mares, but pulling the grey one along by her leash. The mare came willingly enough, but the stallion still used the leash to direct her. “If I may propose a trade... Octavia here has a lovely singing voice and great talent at stringed instruments.” The unicorn winked. “And she has other talents as well.”

Boomie shook his head. “I've gotten kind of attached.”

“I simply cannot take no for an answer,” Snowmane replied, using his magic to tug another mare over to him by her leash. “What if I traded two mares for your lovely filly? Blossomforth here may not be pure white, so she's not the best for my collection, but she has incredible flexibility you have to see to believe. She'll do things for you you've never seen any mare do before!”

Seeing the commotion, Blaze and his two mares had finally ended their revelries and come over to watch, sending the red stallion off with their blessing and more than a few kisses. “Sounds like a pretty sweet deal,” Blaze said, “but you should be careful – there's no taking it back once it's done.”

Boomie was wavering, a horrible swirling of indecision and doubt in his gut, so distracted that he forgot to keep twiddling his hoof against Zipporwhill's pussy. This was an incredible deal – two mares for one! – and he'd probably never see another like it in his lifetime. But could he bear to part with Fireball? They'd only been together a couple months, but already he felt like they were inseparable. But maybe he'd also start feeling that way about the new mares soon, and what if he ended up regretting passing up on it for the rest of his life? But what if he regretted giving up Fireball for the rest of his life?

He held his hooves to his head. “Augh! I don't know! I can't decide.”

Snowmane smiled. “Just relax for a moment, lad. Here, how about we just swap temporarily, as a trial run? We can each test out each other's offerings, and then we'll both know better if we want to keep them.”

Scootaloo and Fireball came to a stop near the assembled group, staring on just like Blaze's mares.

“I...” Boomie was quiet for a long moment, thinking. “I guess it can't hurt as long as it's just temporary. We can do that at least. It's just for a few minutes, right?”

Snowmane nodded. “Just long enough for each of us to try out the other's mares.”

“Okay.”

“Excellent!” Snowmane solemnly gave the ends of two leashes to Boomie, laying them in his hooves. “Take good care of them, Rainboomer.” He then looked over at Fireball. “Come now, little filly. Have you ever had a full-size stallion before?”

Fireball shook her head in a very tiny motion, staring at him with her mouth in a tiny circle.

“Come on then, you're in for a treat.”

Boomie's eyes followed the two leashes he was holding and soon fixed themselves upon the two beautiful mares at the ends of them. The grey mare was glancing back over her shoulder at Snowmane's group, but the cream colored pegasus with her odd pink and green mane looked at him with a sparkle in her eyes and a big smile on her face that made her cheeks dimple.

The two of them came a little closer, and the grey began to pay attention to him, too. Her eyes looked him up and down, and she didn't look very impressed.

“Um, hi, girls,” Boomie said. “Your names were Octavia and Blossom Fourth, right?”

The cream-colored one laughed. “Blossomforth.”

“Are we going to get started or not?” Octavia asked. “We're not getting any younger.”

Boomie blinked. “Um, sure... Yeah.” He thought for an awkwardly quiet moment, trying to come up with some smooth way to continue, but nothing came. “How about you two... uh, show me what you've got?” He had to stop himself from wincing at his own awkwardness. He didn't really know what was expected of him here, but he had a feeling that these mares – especially Octavia – would tell him off savagely if he didn't meet those expectations he knew nothing about.

Octavia nodded and spun around, presenting her ass to Boomie with her tail lifted high and her legs tightly together. Her plush cheeks squeezed her soft treasure between them, making it bulge out a little and press tightly together.

Blossomforth followed a moment later, playfully slapping her own butt up against the side of Octavia's, making Octavia's jiggle. Her own, though, didn't jiggle at all. She was lean and lithe, skinny around the middle. He could see the curves and indents within the well-defined muscles of her ass. When her tail lifted and flopped over Octavia's back, though, it revealed the most luscious-looking pussy Boomie had ever seen. It looked so soft and indulgent, and its big, puffy lips opened slightly all on their own, showing him a thin, inviting slit of deep pink.

“Like what you see?” Blossomforth asked. Her pussy gave him a little wink, spilling a drop onto the ground.

“You two are amazing.”

“You haven't seen anything yet! Which one of us do you want to fuck first?” Blossomforth's words must have been doing something inside Octavia, however much the grey mare wanted to hide it. Her dark-grey entrance winked open wide for a moment.

Without saying anything, Boomie stepped over to them, reached up, and touched both of their pussies. They were warm and silky soft, Octavia's firmer and delightful to feel responding to his pressure, Blossomforth's utterly yielding and winking wetly open against the soft underside of his hoof. He let his hooves trail damply from there across their asses, reveling in the buttery soft fur of Octavia's and the hard, sleek muscles of Blossomforth's. “Well, if we're doing a tryout, then I kind of want to know how good the two of you are at blowjobs, I guess.”

The two mares turned on him in an instant, startling him in his nervousness, and he fell backward onto his rump.

That seemed to suit them just fine. They pounced down on him, burying their faces into his exposed crotch. He'd been enjoying the sight and the feel of them, but not for very long, and it wasn't that long since he'd been pumping Scootaloo full of cream, so he wasn't exactly fully aroused yet, not in a physical sense. He was only barely beginning to bulge out of his sheath.

It didn't slow them down for even a moment, though. Octavia quickly took the little exposed nub of his cock into her mouth, pressing her lips against his sheath. Blossomforth went lower, giving the crease between his balls a long, sensuous lick, then rubbing her muzzle all over them. That mare just couldn't get enough, and her tongue explored every inch of his sack as she nuzzled herself deep into his crotch.

That was definitely getting the job done, and he could feel his cock growing ... but he couldn't see it, because however much it expanded, Octavia kept her lips planted against his sheath. She gently suckled and swallowed, pulling it deeper and deeper into her throat. Her eyes were gently closed and she seemed totally absorbed in her task.

Below, Blossomforth managed to get one of his balls most of the way into her mouth, and she rolled it gingerly against her tongue. She looked up at Boomie as she did it, barely able to meet his eyes around the side of Octavia's head, and she wiggled her hips back and forth happily.

By then, Boomie was fully hard and still Octavia hadn't broken contact with his sheath. When Blossomforth pulled away from him, though, she did too. It slid out of her mouth slowly, dripping onto her chin as more and more of it slid out of her. Finally, his cock popped free from her lips, and she let it rest against her outstretched tongue.

Blossomforth moved up along his now-wet cock with her tongue, sliding it up and down its contours as she went. At the same time, Octavia slithered hers down, letting the underside of his shaft rub against her nose as she descended. The two of them began moving up and down, their moist tongues and warm lips plastered against him, doting in tandem upon him, working together to make him moan and squirm. Octavia didn't let his balls go unnoticed. She tenderly fondled them with her hoof, playing with them as they slid and rolled across its soft inner surface.

Boomie, twitching and tingling from their work, reached down and grabbed their leashes. A tug on each one was enough to get them perfectly in tandem, kissing each other with the roundness of his cock in between their mouths. Another tug on the leashes pulled them down – they rose back up again on their own.

Movement caught his eye in the middle distance. Snowmane was having his way with Fireball. She was underneath him on her back, facing his tail, and she was stretching her neck up in order to nuzzle into his dangling balls. Her legs – all four of them – were wrapped around his big, thick cock, and she was humping against it, rubbing her pussy against his tip even as she continued to lick his hanging orbs.

He kept tugging on the leashes for almost as much as he could take. His tip was flaring and leaking a trickle of pre-cum, but he hadn't even tried out either pussy yet.

Blossomforth moaned slightly around the flesh filling her mouth. He finally noticed that she was touching herself, gyrating her hoof between her back legs even as he pulled her up and down for more oral.

That was enough. It was getting too close! He pulled both leashes up and away, pulling the mares away from his cock. They were reluctant to give it up, clutching and reaching for it, but he was able to pull them away.

A thin strand of saliva connected Octavia's mouth to his medial ring, but she didn't seem to notice. Instead, she looked up at him, her impassive purple gaze piercing into him. “It's not very big, not compared to a full-grown stallion.” As she spoke, the strand wiggled and broke free, most of it falling onto his cock. “You're entirely sure you can satisfy the both of us with it?”

He wasn't sure at all, but he was definitely going to do his best. “You bet I can!” For the first time, he realized that he might be getting tested out here as much as the mares were. Could he satisfy both of them? Well, a little confidence never hurt. “You first!”

She tossed her head, flicking her mane over her other shoulder, and she turned around to present him with her ass. Her tail flipped entirely over her back in a showy curl, leaving her tender marehood on full display. Her passive boredom had to at least be partly an act, because she was soaked. Her pussy was dripping a constant trickle of syrupy, glistening wetness that followed the pert curve of her pussy lips and then flowed down her inner thighs.

Not wasting any time, he reared up and set his front hooves down on her plush ass, squeezing it and playing with it as he moved himself up into position. Even straining as high as he could get, his tip was just barely brushing against her entrance. It was making her wink like crazy and douse his cock with her mare nectar, but he wasn't getting inside her that way... He couldn't wait until he grew tall enough to take a full-grown mare in a more natural position.

Grabbing the leash in his teeth, he pulled back on it. She must have understood, because she leaned back and squatted down, pushing herself down onto him. Her firm pussy lips pliantly spread open around him, and his tip slid into her. Goddess, she was warm! And tight too, tight enough to really surprise him. Was she being neglected by that white-fur-obsessed stallion?

Boomie thrust upward and plunged into the grey mare. His cock quickly disappeared inside her dripping love tunnel, sliding deep inside her with hardly any resistance. He could feel the inside edges of her ass cheeks rubbing against the sides of his cock as he pressed further and further inside.

By the time he bottomed out, Octavia was trembling and panting. He grabbed her wide hips and started pulling her up and down. Every time, he pulled out almost completely, and he tilted his hips when he pushed back in so his tip would press against her g-spot on its way back in.

Blossomforth buried her head in between Octavia's thighs, licking determinedly at her friend's clit as Boomie pounded in and out. Good, that would help bring Octavia to completion, something that seemed far more important to him now than he thought it would have when they started.

It didn't take long. After a few more thrusts, Blossomforth latched onto Octavia's clit and sucked it in between her lips.

That pushed Octavia over the edge. She moaned loudly and arched her back even further, her inner walls clenching around Boomie inside as her juices sprayed outside. He rammed himself inside as deep as he could and rode her convulsing ass for all he was worth, feeling that delectably firm pussy grasp at him and try to milk him dry.

He didn't let himself cum, though. He had to save some for Blossomforth.

Octavia was beginning to calm down and catch her breath a little when Boomie heard Fireball scream.

He jerked his head up and saw her immediately. She was underneath Snowmane again, but this time she was right side up and facing the same way as him. He'd mounted her, obviously, but she was so small that her head barely poked out between his front legs.

Fireball clenched her eyes shut and opened her mouth in another loud scream as the big stallion rolled his hips into her. As her scream ended, though, the corners of her mouth turned up in a big smile, and her tongue lolled out. Her eyes rolled back into her head, and when Snowmane humped again, she just smiled more and let her eyes drift closed. She was enjoying the brutal fucking ... enjoying it a lot, by the looks of it. The little filly screamed again, but this time the scream had words: “Oh yes! Oh yes! Aah!”

Octavia brought his attention back by pulling herself off of him. She pulled away without hesitation, without seeming to notice his long slide out of her, though her pussy definitely noticed. It winked madly and dribbled more juices out onto his shaft as his tip popped free.

Blossomforth quickly pushed Octavia out of her way, then rolled onto the ground, belly up, her head facing toward Boomie.

He was confused about what she was trying to do – did she want another blowjob? It looked like she was getting in position to let him fuck her throat. But when she curled up, Boomie began to understand. She lifted her ass up over her head and laid her mouth right between her legs, brushing her little teats up against her throat, and she did it all so compactly that her wide-spread legs were right at his level.

Mounting her, he wrapped his front hooves around her thighs and thin waist, grabbing her tight. Her open mouth was tempting, so he pressed himself into that waiting orifice first.

Blossomforth took him eagerly, gulping down his cock in this insane blowjob, not even complaining as he thrust himself into her throat, fucking her face with abandon.

But as he looked down, just above her hard-working mouth, he could see her amazingly plush pussy. It was slowly and ever-so-slightly pulsing every time he shoved his cock in her mouth, and it often dripped little milky drops onto his cock, where they soon found their way inside her mouth. How could he ignore such lovely-looking mare parts?

Without hesitation, he pulled himself out of her throat and thrust himself right back into her, but just a little bit higher, plunging her own saliva deep into her pussy. She was so tender inside, and so incredibly warm. Her inner flesh yielded to him completely, wrapping him in a hot, soothing softness. He could feel his cock bending strangely a little, following the contour of her tightly curled body, but in that plush tunnel, it didn't feel uncomfortable at all.

The warmth and wetness seemed to spread impossibly across his crotch, as if even his balls were dipping into her. Only after he began to slowly thrust in and out did he realize she was licking his sack below even as he fucked her pussy. He slowed down even more, pulling in and out ever so gently, never taking his balls out of her tongue's reach.

She used her mouth to full effect on him – he could feel every last bit of her warm wet tongue and lips on him. Blossomforth's pussy juices flowed freely down his sheath, and she lapped them up eagerly.

Octavia wasn't about to be left out, either. She came up behind him, slipping upside down between his legs and tucking her head in between his thighs tightly enough that she moved with his every thrust into Blossomforth. She kissed and licked and slurped, pressing his balls into Blossomforth's mouth and suckling them in turn when they swung back.

Boomie groaned. Their mouths were giving him an amazing tingling sensation he'd never felt before, and it felt like his whole crotch was being dipped in warm water ... only better, because they were actively trying to please him, caressing his every surface. Even Blossomforth's pussy clutched at him rhythmically, massaging his deeply-buried cock.

Blossomforth sucked one nut entirely into her mouth, and Octavia took the other. Together, they suckled him, coaxing out the cum they craved from those full, heavy orbs.

Unable to take any more, Boomie let himself go with a grunt. Both mares moaned slightly as they felt his balls clench against their tongues, and he released his flood deep inside Blossomforth. It just kept coming and coming, spurt after spurt. He hadn't come like this in a long time, but the two mares didn't let up, milking him for all he had, and then milking him for even more.

Twitch after twitch, pulse after pulse disappeared into Blossomforth's waiting pussy, splattering against her womb deep inside. Her inner walls gave one final clench, and she came too, spraying a mix of Boomie's cum and her own juices all over Octavia's face and her own.

Both of them pulled free in order to catch more of it in their mouths, and only then did Boomie's orgasm finally die down into a last few fitful spurts. He stayed put deep inside her for a moment while he caught his breath, and then pulled out of her slowly, letting the two of them lick each bit of his cock clean as it emerged. When his tip finally pulled free, it released a fat splatter of white cum that coated their lips and muzzles as they tried to catch it in their mouths.

After a confused moment of untangling themselves, they finally all stood again, facing each other.

“Not bad,” Octavia said. “Could have been better, but not bad.”

Blossomforth laughed loudly, a little cum dribbling from her lip as she did. “Don't listen to her, you did great! That was awesome! I like it when Snowmane fucks me, but his balls are too big to get in my mouth. That was fun!”

Octavia rolled her eyes and looked away, back toward Snowmane's group. She seemed fixated on one mare in particular, the unicorn with electric blue hair. Vinyl Scratch, was it?

Of course, once his eyes were drawn in that direction, he couldn't help but notice Fireball. She was still underneath him in more or less the same position, but her legs had collapsed and he was just pounding her into the ground. As Boomie watched, the big stallion gave an enormously loud groan and froze, pressing as deeply into her as he could.

A moment later, a white splatter sprayed out behind Fireball's rump. Drops of it landed on Snowmane's back legs, and thick strands of it squirted all over the grass between their legs. That spray came over and over again, each one accompanied by a grunt from Snowmane, until the grass was coated with it.

Finally, they stopped and pulled apart, dripping even more whiteness onto the ground below. It was almost starting to look like a proper cloud in that one little spot.

As soon as those two separated, Fireball waddled back to Boomie. Her back legs were held far apart, and she walked as if she couldn't bend them, but she had a huge, dumb grin on her face. She looked almost drunk with it, her eyes half-lidded and drooping one at a time as she staggered back.

Octavia rushed back toward her group, but was quickly stopped short by her leash, which Boomie belatedly noticed he was standing on. He released it, letting her dart straight to Vinyl. The two of mares embraced each other immediately, caressing each other and nuzzling into each other's necks.

Blossomforth, though, was still making amorous faces toward Blaze and licking her lips. Before long, she moved a little closer and tucked her head under his belly, starting to lick at his wet and flaccid cock.

When he looked up at Octavia and Vinyl again, the two of them were fondling each other. He could see a white hoof moving furtively, tucked between Octavia's legs.

Snowmane tisked to himself. “Well, would you look at that.” He sighed. “I won't be party to breaking up what those two have.”

Boomie tried to focus on him, though it was hard to do so. Blossomforth had taken him fully in her mouth again, and it was starting to get him hard. “So...?”

“Well, I suppose that means I can only offer you Blossomforth. She seems to like you well enough, and you've seen what her flexibility can do. She's a supremely talented mare, and it's still a sweet deal with only her.”

As hard as it was to think while Blossomforth gulped his cock deep into her throat, Boomie looked over at Fireball. Even with that big, dumb grin on her face, and even with some other stallion's cum leaking from her stretched backside, she was adorable. He could feel the string in his heart tugging him toward her, begging him not to let go.

“No deal.”

Snowmane shook his head and sighed. “Oh well. You win some, you lose some, and I suppose there will always be some pure-white mares who I'm not taking my pleasure with. Take Princess Celestia, for example. I've been trying to get her for years, but it just never seems to work out.” He sighed. “Alright, Blossomforth, that's enough, come on.”

Blossomforth stayed right where she was, bobbing her head on Boomie's cock, making little gagging noises as she shoved herself harshly down on it.

“I said come on, Blossomforth! I'll find you another one to suck.” Snowmane grabbed her leash and gave it a tug, and only then did she begrudgingly release Boomie's cock, giving it one final farewell lick.

“Thanks for letting me try them out, though,” Boomie said, just trying to be polite and defuse the awkward situation brewing as the stallion dragged Blossomforth away. “I really enjoyed it.”

“And I greatly enjoyed your little Fireball as well.” Snowmane chuckled, then pulled a business card out of his mane, tossing it expertly through the air to Boomie. “Here, take my card. Write to me if you're ever thinking of changing your mind ... or even if you just want to do a temporary trade again. These two aren't the only talented mares in my collection, after all. You haven't felt anything until you've felt what Fleur here can do with her throat, or seen what Rarity does with her toys.”

Boomie took the card. “I'll keep that in mind. Nice meeting you.”

“The pleasure's all mine,” Snowmane said. “Okay, girls, let's get moving! If we want to get to Hoofington before the sex market closes, we'll have to hurry.”

As Snowmane and his troupe rambled along down the road, Blaze came up next to Boomie, laying a hoof over his little brother's shoulders. “You made a good choice today. You'll come to realize, over time, that what you feel for Fireball on the inside is a lot more important than how even the most talented mare can make you feel on the outside.”

Boomie just smiled and nodded, watching the gaggle of white ponies disappear around a curve in the road.

“Now, do you have enough energy left to take care of Dashie? I kind of used all mine up on giving Feather Hop and Swirley an extra dose.”

Dash must have heard him, because she zipped straight over and started licking Boomie's still-hanging cock.

“Ooh! Ooh!” Scootaloo rushed over as well. “Can I help?”

Boomie smiled. Scootaloo had developed quite a friendship with Dash in their short time together so far. It was often hard to separate the two of them, and no matter what Dash was doing, Scootaloo wanted to be in on it. “Sure,” he said, his cock twitching and hardening as Scootaloo's mouth joined Dash's on it.

After enjoying that for a moment and letting himself get nice and hard again, he jumped up onto Dash's rump as she squatted down a little for his shorter stature. “Okay, Scoots. How'd you like to lick Dashie's clit while I fuck her?”

“Yeah!” Scootaloo smiled wide. “Can you pull out and cum in my mouth?”

Shaking his head, he slowly pressed himself into Dash's pussy. “I should really give Dashie what she needs. You can lick it out of her, though.”

“Awesome!” Scootaloo jumped down between Dash's splayed legs, licking at her friend's teats, clit, and then moving on to Boomie's balls.

Even though he'd already come twice since they'd arrived at the tree, Boomie finished quickly, emptying yet another load into Rainbow dash, dousing her internal fires for just a bit longer and shuddering with the still-incredible feeling of orgasming inside an eager mare.

He sighed contentedly as he dribbled the last bit of his cum into her, even as her pussy clenched around him and Scootaloo tried to coax out more by licking his balls. Life was good, and getting better all the time.

Author's Note

This story is a commission for an anonymous Patreon Supporter.

Any of my supporters who give $10 or more per 10,000 words can request their own commissioned piece. If you'd like to do that, or if you'd just like to help me be more productive with a lower amount, please go to my Patreon page to find out how.

Thanks for reading, big thanks to my supporters, and even bigger thanks to the anonymous supporter who came up with the general idea for this and requested that I write it!