Mareholic

by Hand-Made

Rating: mature
Tags: Other, Romance, Original Character, Sex, Human, Slice of Life, My Little Pony: Friendship is Magic
Length: 16779

Lilith, a duchess-to-be, hears about your amorous reputation with the noblemares back in Canterlot and decides to investigate your talents for herself.

Lilith, a duchess-to-be, hears about your amorous reputation with the noblemares back in Canterlot and decides to investigate for herself.

A short story about you, the new tenant and sole proprietor of a small bakery on the edge of Ponyville and the equine-succubus that seeks you out. You wrestle to balance your insatiability for mares with the search for an idealized romantic partner; preferably one who can handle your "needs" without losing consciousness. However, fragments of your past lead a gothicesque aristocrat to your doorstep who might just have an appetite to meet your own...

Dedicated to the character "Lilith" by Zajice, and to insatiable mares everywhere.

Who says all addictions need to be bad?

Author's Notes:

Story contains fully female (succubus) Lilith, noted for those curious considering the artist occasionally draws the character with different combinations of sex organs. Comments welcome and appreciated as always. Enjoy!

Published 2015-09-10 14:50:01 UTC
Last updated 2015-09-10 14:50:01 UTC

An almost demonic need...

"Are you sure we're on the right street now?" she cocked her head to the side, inquiring towards the oddly ink-black map floating in her magical aura. Her onyx painted lips curled down in an impatient scoff. Following her misguided 'friend' around town aimlessly wasn't exactly the mare's idea of a good afternoon, especially after enduring the long train ride from Canterlot. Already her well-manicured hooves began to collect dirt from the wet, loamy road. A quick self-check showed a comfortingly small amount of dust and debris on her ivory hooves, and even less on her elaborately Gothic dress. Although thankful to avoid the previous day's unfriendly weather, any quick glance to the skies gave evidence that the pegasi were preparing for rain yet again; dark clouds followed ominously behind.

"It certainly looks like it this time, Lilith," a pair of sharp, off-white skull eyes blink back towards the equine before skittering their way down the 2-D lane of it's own paper-thin body. They stopped at the word 'bakery' just before colliding with the crimson red heart outlining the building, hastily scribbled during their earlier transit. "Though if so, it just proves my point. You really wasted your time bothering to get dolled up for this backwater town." It watched the buildings of the quaint shopping district pass one by one as the pair followed the sunset.

"Oh, hush, Bubbles." Lilith waved a hoof in dismissal, "You know I'm always eager for an excuse to break out some of my favorite lace." she wiggled her croup slowly, layers of formal black accented with hoof-embroidered roping hid away her raised tail.

"More like always eager to get a durable dick in you. Must we pursue every exaggerated rumor of sexual virility? We've been from Appaloosa to Manehattan looking your romanticized bipedal sextoy." the map melancholically whined, "Why couldn't we just stay in Canterlot and seduce the various transient species touring the palace like your mother does?"

Lilith kicked at a small stone, sending it a few meters down the ending path. "Because I'm not my mother, Bubbles. Besides, I'm tired of those ten-pump chumps. The heiress to a Duchy deserves better than that." she finished with a raised snout in a rather mock-aristocratic tone.

"Then how about trying out the city guard's underground orgy scene? Sometimes the local Counts and Countesses like to breed with the soldiers. Hell, there might even be some choice stock here. I saw some crappy old wagon with a cheesy magic cape and some plumed helmets on it rocking pretty hard awhile back. Why not give it a go?"

"Because he wouldn't be there." the aristocrat stated mater-of-factly, her expression noticeably brightening as she finally sighted her destination. "It's the end of summer, so I'm going to make the best of the sun's natural estrus-enhancing properties. Always easier to seduce someone during the warmer months." Lilith's tongue ran over her black lips with a brief, devilish lick.

"Oh? I wasn't aware a sex-crazed demon could have a fluctuating libido."

"Not me, idiot. Him. I don't know exactly how humans work. Maybe more sunlight makes them hornier. Maybe the warmer temperature makes them... girthier." the mare allowed her mind to run wild with the possibilities of the true nature of a man's libido. She felt her tight corset resist any reflexive huffing, settling for a brief wink of marehood to vent her unconscious frustrations. Her favorite collar rest comfortably snug against her throat, barely hidden beneath a thin strip of beaded lace. Lilith wistfully regretted skipping her mid-day masturbation session.

"You could have asked any one of them that work in Canterlot."

"Point taken. But I want to test him out for myself; why spoil the surprise?"

"All because he's not a horse?"

"We're closest to ponies. He's closest to apes."

"...you're a succubus. Whatever." Bubbles harrumphed, wiggling the corners of his map-body. "The argument remains. Taking a gossip tabloid and a stack of wishful mare erotica for interspecies sex advice isn't something befitting of a Duchess-to-be."

"It's not every human that gets fired from castle grounds for getting caught sleeping with an anonymous aristocrat in between important civic meetings. And breeding the unicorn ambassador to Saddle Arabia in the dining hall. And nearly rutting the Captain of the Nightguard. Hell, he could've saved us a trip to Ponyville if Luna herself didn't supposedly catch him with the Captain. Just think, ropes of sperm dripping from her needy face and spiked dresshelm, the two mere moments away from consummating their feelings in the Princess' own chambers..." the lewd mare climbed the slight ramp to the bakery entrance, adrift in her thoughts. "Let's hope he really is looking for the 'right one' and not merely too horny for his own good."

"Again, rumors and tabloids..."

"Oh hush, you fantasy-breaking blot." Lilith snorted, rolling her shadowed eyes as she magically crumpled her map. Casually, she tossed the protesting paper into a nearby trashcan. "We're just fortunate to have tracked him down before he wasted his talents married to some low-tier bitch."

"I thought we agreed you'd stop doing that to me." the map seemingly melted into itself before bubbling back to life in a very literal manner; an ethereal floating black flame eclipsed an eggshell skull. It rose quietly from the bin, bobbing in annoyance.

"I thought we agreed you'd be less snarky."

"I am made as my Master inked me." Bubble's upper mandible sneered sarcastically, any idea of sincerity clearly discarded. He turned his attention towards the entrance, "So now we're here. Place looks closed, not that anyone would venture to the edge of town just for some bagels anyway."

"I can appreciate the scenery; the patio he set up is cute." Lilith nodded towards a set of powdered-matte chairs and tables off to the side, placed smartly along the grass to give a clear view of the winding plain all the way to the edge of the Everfree. "It's a good place for you to keep an eye out for things. Make sure nopony disturbs us."

"Wow! What an awesomely boring plan! Why can't I wait in the bakery? At the very least I could try some of his food for bothering to come to the sticks."

Lilith sighed at the door, raising a forehoof and covering her eyes with the cannon of her leg, "First, you don't have a stomach or taste buds. I think. Second, I don't want to explain the whole 'floating skull familiar' on the first date."

"Oooo, 'date', huh? Someone's taking this serious," Bubbles wiggled his non-existent eyes, "You'd better know what you're getting into in there, or I just might need to round up the local guard to help me 'rescue' you from his monkey clutches."

"Do that, and I'll make you wish you were wasted ink on receipt pape-oof!" her companion vanished in a violet flame as the aristocrat was knocked to the ground by the opening door. Sprawled out, she felt her dress wrinkle as it compressed beneath the weight of her body; she rested on her flank. Looking up at the sudden force that sent her reeling, she froze. Deep within her mind, a distant echo of lust cried out behind the mask of shock and surprise. It begged action, only to have the mare hush it back into the depths of subconscious as her ruby-pierced ears pointed forward...

"Excuse me, Miss! Are you alright?"

~*~

"Excuse me, Miss! Are you alright?" Stepping out of your bakery never usually resulted in collisions; you chided yourself once more for not installing the door with the window. Stooping down, you reached out to lift the nearly prostrated mare, but were suddenly caught in her rosy gaze. Her dress felt silky to the touch, her flanks and barrel giving way slightly as you guessed at the layered clothing beneath. Your psyche shook you back into reality and you helped the mare to her hooves, careful not to sully your waistcoat or trousers. "Sorry about your fine clothing."

"Oh, it's nothing to worry about at all." the black-dressed unicorn tittered, her horn lighting up beneath her scarlet mane. A seemingly violent gust of air whipped around her dusty bodice, snapping any errant blade of grass or speck of filth to the ground. However, you spotted her eyes glancing with a slight nervousness to each side of the building before resting again on you. "See? Nothing a bit of magic can't fix." she tossed her mane in a practiced manner, softly smiling as it fell into place around her horn. "Are you the owner of this establishment?"

For an instant, you weren't sure if she asked a question. From the lightly freckled fur along her face to her extravagantly laced waist, you traced marish features that elected a gentle thumping of your heart which you shooed away. You cleared your throat and adjusted your posture, "Why yes, I run this bakery. I was simply stepping out to check the tables and then lock up for the night; I certainly didn't mean to run into you."

"It was my folly, for standing so close to the doorway without thinking." she leaned her head, brushing the topic aside with a hoof, "But must you close in the afternoon? Surely there are customers with a P.M. sweet tooth?"

"Sometimes," you found yourself glimpsing at her mane's adorable, lacy black bow, "but there's a local sweet shop that didn't take too kindly to another bakery sprouting up in Ponyville; besides, I usually stick with more filling breads rather than cupcakes or cookies. Were you interested in ordering something, Miss...?" A distant rumble of thunder reverberated through the air.

"Lilith," the Gothic aristocrat chirped, "And yes, I was hoping to sample some of your baked goods before my return trip to Canterlot. I've heard quite marvelous things about your...talents."

Canterlot. The very word sent an invisible shiver racing down your back.

"Oh? I'm surprised word's got out of Ponyville, actually." you raised an eyebrow in curiosity. "This is a rather new bakery, so I don't know if it can be considered anything too special. "

"You should let me be the judge of that," Lilith smiled, allowing fangs to glint once in the remaining orange-purple sunlight; or at least you believed they certainly resembled fangs... "Surely you can spare something for a hungry mare, no?"

Leaning back against the doorway, you couldn't resist her pout. "....alright then. It's the day's end, so I cannot promise anything oven-fresh, but I think I can drum up some treats. Wait here."

She did just that, and brightened up once you returned with an Equestrian version of a dairy-free danish in one hand and a croissant in the other. "Take your pick."

"Ooo, that looks delicious." Lilith's magical aura wrapped around both items, eventually settling on the danish and levitating it over to her mouth. Again the thunder boomed, closer this time as you observed her first bite. There was a pride in your chest, still a new feeling yet simple as you helped feed the friendly little town. You grinned along with her as she took a far larger second bite, then a third, before chewing happily. Taking a bite of the croissant for yourself, you soaked in the moment. Another rainy night in the sleepy town of Ponyville, far from the temptations and tribulations of Canterlot. You wondered why more humans didn't bother escaping from the hustle and bustle of city life as another mouthful of pastry slid down your gullet. Here you could live, here you could cope, and here you could find new sides of yourself and plan for tomorrow.

Not far in the distant fields, a small bit of lightning reflected across the damp grassy expanse and was soon followed by yet more thunder. "Oh dear," the unicorn turned her neck in concern, "looks like I might be walking back to my hotel in rough weather; what a terrible night to trot the town." Gentle pitter-patters of rain began to fall from the dark clouds now threatening to occupy the twilight skies of Ponyville.

"Well, you're welcome to wait it out inside the bakery," you reached back, stepping aside to open the door for the gorgeous little pony. "Though it looks like heavy rains are supposed to fall again. If things run too late, I'll get us some raingear and umbrellas and walk you to wherever you're staying."

"What a kind offer, Mister...?"

You told her your name.

"Wonderful." Lilith grinned, knowing full well she had no such pressing reservation anywhere in town, "A true gentleman, from behavior to attire... and with the handsomeness to match." the mare coyly glanced back as she walked though the doorway, levitating the remainder of her danish. Another you would have sworn you saw her tail flick left, but you decided to shrug off the idea and took the compliment as simple exaggerated kindness. Following her lead, you closed the entryway behind you. However, your focus on the mare's rear caused you to miss the slight semblance of fire lapping around the side of your building.

Doing its best to control any flickering, the living flame peeked around the bakery's patio corner. The orb watched as the door closed securely behind you and the Canterlot mare, and finally relaxed. "....have fun, Lilith. I hope he's what you're looking for."

~*~

"It's not much, but I did what I could with the startup funds I had." you walked into the darkened space, turning on a gentle flylight. You gestured at your simple counter setup as you finished your croissant. Lilith walked around, taking one planned hoofstep after the other as she took in the room's rustic decor. It didn't take long before she finished her pastry. Her nostrils flared, smelling the remnants of fresh-baked rosemary loaf with a hint of thyme. Gentle creaks sounded on the hardwood, the sturdy building reluctantly showing its age; she found herself nearing a two-stool tabletop in front of an errant pile of text side down papers.

You watched as she paced, taking a second to wonder in her seemingly deliberate cadence. The sway of her hips beneath a clearly hoof-made dress, the curve of her legs as they steadily timed the waltzing lace... it was peculiarly reminiscent of a experience in Canterlot. You flashed back, sensations abuzz in your psyche as a nameless Duchess slowly sucked at your glans with sperm-coated lips, nursing yet more cream from her favorite spout during an impromptu session of oral sex. Strangely enough, the Lady insisted on you meeting her daughter; an odd suggestion given her eager lapping at each healthy river of your blissful release. Your manhood lurched slightly your pants from the memory, pining for another encounter with an equally sensual civil official. You were thankful you chose to stand behind the counter...

"I think it's all quite comely." she found herself at the modest table. "All this walking has left me quite famished. Any odds of more leftovers in the back?"

"Sure. I'd much rather see the few I didn't sell eaten by us rather than become hard and stale for tomorrow. Age really kills the flavors." you made your way down the counter, lifting up the small glass slot to pick up one of the remaining treats. As before, a thrum of magic quickly surrounded the danish and it was subsequently engulfed by the mare's hungry mouth. She chewed thoughtfully, staring with tastefully dark eyes towards pouring rain outside. A hint of mischievousness sparkled at their edges.

"Mmm, tasty! Where did you learn to bake? I should leave you a generous tip, I insis-" Lilith daintily set a hoof to her mouth in mock-surprise, "Oh! It would seem as though I've left my purse back at my hotel. Would you be open to options other than bits...?" The deliberate wording made you pause, she didn't possibly imply...

"No need, they're on the house." you clasped your hands together, pressing them slightly harder than expected. "I learned to bake in Canterlot, from one of the palace's own chefs if you'd believe it! Great thing about owning your own storefront is I can just ask of for a happy, satisfied smile as payment whenever I want. Besides, you're cute enough to be good for it." your eyes dilated slightly. Your hands squeezed together with slightly more force. It was a trick of your unconscious, a simple slip of tongue; you scold yourself for the slipup. Out of the corner of her roses, Lilith looked at your statuesque stillness. A gentle grin tugged at her black lips, holding the stifling silence over your head before she casually took a small nibble of pastry. You admired with more than platonic interest at how finely styled her lipstick remained on her features. "I...I mean-"

"What are these?" she interrupted after a gulp, neatly floating the papers from the table to proper reading level. " 'The edge of town isn't far enough, hot stuff.', 'Ever try a Ponyville Bearclaw before, big guy?', 'Roses are red, violets are blue, using sex appeal to attract customers will be the death of you. Hearts, SCC Bakery'..."

"I was taking those upstairs to shred after locking up. They're-" you were cut off by Lilith once again, unable to restrain herself as cracking giggles evolved into pealing laughter. However, as the mare carried on, you discovered a new, far more interesting accessory than the rubies on her ears: Lilith's tongue piercing. Coordinated with her earrings, the precious stone somehow managed to glint brilliantly in the dim storefront; your mind instinctively imagined the beautiful mare's mouth wrapped snuggly around your girth, teasing your glans with that very jewel, showing you exactly what such an alluring partner she'd be beneath those layers of cotton and lace...

"S-so are these just the worst threats ever, or just passive-aggressive love notes?" she raised a hoof to her eyes, wiping at them as she broke your train of concentration.

"There's a baker mare in town who seems to think I'm out to steal her business; weird, considering I hear she's supposed to be 'best friends' with literally everyone." you rubbed the back of your head in embarrassment, blood pulsing though veins. "I think she usually slips them under the door at night after I close up. I just ignore it."

"Seems like the best course of action to me." Lilith chuckled, stacking the papers together with a tap along the table before ripping them in half with magic.

"She's a strange one," With a thumb and pointer finger, you plucked the shredded notes out of Lilith's magical field and placed them into your back pocket. "Though being one of the few humans in town sometimes leads the locals to odd conclusions; the local librarian told me a similar scenario with a zebra." During your explanation, your eyes caught a certain glint along the mare's neck, showing below the Edwardian neck decoration. Again, your mind speaks for you; you almost beg it to stop before, "So, do you wear a collar on all of your vacations?"

Now it was Lilith's turn to blush. A bit of magic fashioned her clothing back into place near her neck, unsure whether to blame the earlier fall or the case of hearty laughter for the reveal. "Collar? Why, it's just a basic pleather neckband and buckle! They're all the rage amongst the aristocracy in Canterlot."

"I don't believe I saw any mares wearing them while I was briefly there..."

"Oh I'm sure you were around long enough to at least notice how rapidly fashions come and go in the capitol." she walked over to you, almost leaning her neck back as if to give you a better look, or perhaps regain the initiative.

"Hmmm... you know, now that you mention it, there's a local designer in town that makes business trips to Canterlot. She'd know something about the recent trends there. Perhaps that explains why she made my first pair of pants a little too tight in the front." you mumbled the last sentence nearly inaudibly. Deciding to shrug it off the 'collar' implication, you were willing to accept exceptions to distract from Lilith's increasingly alluring sexuality. For your sanity's sake if nothing else; it was paramount to remember this was for your own good, to find someone who could really 'handle' you to settle down with rather than succumb to yet another mare-of-the-evening.

Lightning struck the ground, the sounds of thunder even closer than before as rain cascaded down your rattled windows. "Looks like we're still going to be here for awhile. How about you? Where are you staying? Is there some poor mare worried sick about you out there?" Lilith asked while pointing casually with a hoof towards the door. She flipped her mane to once again allow herself to look your body over.

"Nope, and I actually stay upstairs in the loft. Beautiful sunrises over the forest that shine though windows, I'm close to the farmer's market to get baking supplies, and my automatic tea maker from Canterlot makes me feel more than comfortable here." you leaned on the counter with closed eyes, imagining the calming sensations of each new morning as Celestia's sunlight tickled your face. The chirps of local feathered fauna. The feeling of your mare-starved erection straining against the sheets, demanding you-

"Tea sounds lovely, actually." Lilith admitted, "I'd hate to impose, but would you be interested in perhaps..."

"Certainly." you weren't sure whether to blame your libido or chalk it up to basic pleasantries, but you were more than happy to entertain the mare upstairs. But this was just a friendly random visit; an act of altruism for a stranger in the night. What could it possibly lead to?

"At your lead." the Gothicesque unicorn followed readily behind as you stepped around the counter and through a locked side door nearby. You slipped out of your shoes and socks as Lilith watched in curious amusement before traveling up the stairs to the second floor. Head lowered, she stalked closely behind, a far more telling heat radiating from her presence than either friendship or magic...

~*~

'It's getting pretty cold out here. This better be worth it, you randy little cu-...huh?' the shivering Bubbles' griping was lured away from his thoughts by a dark figure creeping through the bushes between the buildings. Merging with shadows of pillars near the doorway, the inky flame pressed against the wood. With catlike grace, the horselike mirage bounded from nearby shrubbery, dashing towards the bakery's entryway against the whipping winds and torrenting rain. A small messenger bag, victim to the storm, flapped at the pony's flanks. 'Looks like I might be having a bit of fun tonight after all.'

The blur of pink and black galloping up the muddy path was signal enough for Bubbles to spring himself forth. Occupying the space between the doorframe, his simmering flame roared five times larger as a pair of bloodshot eyes seared into reality. Teeth, once flat and benign, instantly sharpened into a razor-like maw of danger, clearly illustrating the pain awaiting any creature foolish enough to attempt entry. Undeterred, the masked pony leaped under the shallow awning merely centimeters away from the threat. A non-subtle hiss, as though a withered cat slowly dying from a dull knife, screeched from the depths of his void in retort.

After a solid five seconds of screeching, Bubbles retracted back into his original form. The mare simply sat, black latex suit and messenger bag dripping with water, an unperturbed spectator. He raised the bone of his right eye when the pony's own face began to warp, stretching out from behind the rubber and revealing a set of sharp teeth more than a rival to Bubbles' own. Her robin-blue eyes rolled slowly back into her head, revealing bruised veins and capillaries. Broader and broader her face and mouth grew, all while remaining smart and unmoving at the doorway. Bubbles felt his flame die to a flicker, and shivered from more than just the cold outside. This was clearly no pony, but rather an eldritch being; Lilith told him never to challenge a greater circle of Tartarus lest he forfeit his life...

"Woah, woah, woah! Don't fucking eat me! I taste like broken hopes and dreams!" Bubbles cried, begging the creature of the nether for mercy. To his great shock, the mare's face snapped back into her bodysuit, once again sequestered from the outside world. She radiated an aura of mild confusion.

"What? We weren't playing 'scariest face'?" the poofy-maned mare scratched her head with a hoof.

"W...Wh...What?"

"I saw you lurkin' outside here all by yourself, looking all aaannngggrrryyy, and figured you could use a bit of company!" the pony's singsong attitude only made Bubbles all the more dis-eased; tact would be needed.

"So, did you get that latex masochist outfit from Lilith?"

'Smooth.' Bubbles complimented himself, his flame returning back to a more confident size. A few moments more of awkward silence followed; the pony didn't move a muscle.

"Huh? Latex massa-what? No, silly, this is my stealth suit for ultra-secret-uber-hush-hush missions!" she lept to all fours, lowering her neck and darting her gaze around before flipping 180 degrees and performing the same skit.

"So then what are you doing here?"

"Tonight?" the mare pointed at herself, "I gotta leave this note for a sexy monkey-man in there." she dove into her satchel to retrieve a surprisingly dry letter, a noticeable smile stretching across her face underneath the latex ninja suit.

"Oh. Yeah, sure." Bubbles drifted out of the way, allowing the mare access to the mail flap. With a subtle 'tink', the brass closed over the letter as it fell inside of the bakery. "There you go. Mission accomplished."

"Yeah!" she giggled, bouncing happily in place before noticing the little floating orb's obvious shivering. "Hey, are you cold?"

"....Maybe." Bubbles was barely able to reply when a rather telling growl echoed from the rear of his cranium.

The mare gasped, her pink mane flicking water as she tossed it back in shock, "Cold AND hungry?! That's terrible!" she reached out, pulling the skull into an embrace with her forehooves. Bubbles struggled against her hold until another cranial gurgle set him still.

"...th-the bakery was closed."

"Aww, poor...uh, what's your name?"

"Bubbles."

"Adorable!" she squeed, squeezing the hapless skull with renewed vigor. "Let's get you to Sugar Cube Corner for some sweets, huh Bubbly-Boo?"

"I could go for a cupcake...wait, Bubbly-B-" Bubbles was shoved into the mares bag. Without warning, she dashed from the doorway in a flash, knocking Bubbles around the claustrophobic sack that smelled peculiarly of oversweet cotton candy. "Take it easy! Ooof! Take it easy! Bubbles-on-board, you crazy bitc-OOOF!"

Back in the fury of the rains, the shrouded mare disappeared once again into the overgrown foliage of Ponyville. This time, with a fun new friend in tow.

~*~

"White leaf with cinnamon sticks. Good choice."

"I could say the same to you for selecting one of my favorite spices to occupy your shelves."

You both stood at the narrow kitchen top as the tealeaves were scooped into the mechanical strainer, awaiting to be submerged in soon boiling water. Earth brown and wrinkled white piled atop the metal mesh; you concentrated on the mélange of spicy scents to distract you from your thoughts. Although certainly not the first instance you've been alone with a mare, this scenario was unique; it felt almost as though events were unfolding without your direct control. Nopony had been invited 'upstairs' to your private spaces. That honor was supposed to be reserved for an unknown special someone in the future, a mare to whom you could divulge your... sexual susceptibilities.

Lilith certainly piqued your lust; it was impossible to deny. Background was quickly imagined, a weak justification by your monogamously-inclined ego for rutting the mare into unconsciousness. Perhaps she could be the perfect partner and you just didn't know it, akin to a match made by Celestia herself? Impossible; what sort of wife would accept her husband's primary ura of 'mare addict'? But... you could lose yourself in that rich mane, rolling around atop your bedspread and sending errant strands wisping to and fro. You pondered what her onyx lips tasted like... both sets. Her snowy coat, beneath luscious Edwardian-Gotha, must've been meticulously kept. You blood pressure soared at the fantasy of coating the mare with your love, your fertile white adding errant, contrasting ropes of passion to her darker features. You set the scooper and tea tin down, holding onto the counter's edge, torn by your mare-starved id forcing heat towards your shaft once more.

However, Lilith's attention was elsewhere; as before, the mare took her pleasure pacing around the little island nearby holding two glass cups, admiring the open floor plan. With the relaxing sounds of her hooves on the wood you glanced over, eyes fixated once again on the mare's exemplary suppleness. She spotted a bookshelf from the corner of her vision. "You know, it feels a lot more open in here than how it looks from outside." she perused the various titled and untitled spines before a backwards-facing tome caught her interest.

"It's the minimalist concept," you approached as the water to your back began to bubble with heat, "that, and the lack of walls, I suppose. The single other room off of the kitchen and relaxation area is my small bedroom."

"Ah, the basic pleasures," Lilith sighed, magic setting the bookshelf aglow and wrapping around the backwards tome, "Yet, are not the simplest things in life just so mind-numbingly complex at times?" she began to pull the book from its nesting place with a grin, managing a rough 45 degree tilt to glance the cover. Your forefinger punctured her aura, however, and gently slid the object back into place with a light 'thunk'... but not before Lilith caught a healthy glimpse. The scene stuck quickly to her memory, a rather passionate shot of a shirtless man and off-grey unicorn deeply entwined in one another's embrace.

"You know, it's impolite to touch without asking." you softly chide, again in control of your basal urges. Your eyes met hers once more, a whirlpool of gravity holding you still. Playful friendliness or something sinister; the unicorn clicked her tongue ring against her sharpened teeth in a smile. With you frozen at her face, Lilith's own interests wandered lower, and lower...

"May I-"

*ding!*

The sudden bell made you both jump; the tealeaves started their inexorable descent into the gently rolling boil.

"Ah, I'd nearly forgotten about the tea." you nervously chuckled, thanking the Sun for yet another close escape. "Since they're primarily white leaves, our drinks should be finished in a few minutes." you walked over to the contraption as a pair, watching as the first few leaves and cinnamon met the clear water. Lilith snorted quickly; you were convinced of smelling an all-too-familiar musk in the air, but attributed it to the wafting aroma of foreign spice.

"I've always enjoyed watching tea brew." the aristocrat mused, drawing your ears from the sound of rain still playing its music atop your roof, "There's something oddly alluring about the way the water changes. The swirling discoloration of something that was once so pure, yet bland, now made whole and flavorful. Colors and aromas, unlocked from their dry, restrained state in order to pleasure the palette... titillates me." Standing inches from the mare, you listened quietly as she continued, a light yellow-orange elegantly fell through the looking glass, "I myself prefer a bolder tea, one with a lasting power and rich aftertaste. Being said, I'm not afraid to allow my favorite blend to dip as long as it needs to satisfy that desire."

"But what is purity?" you asked, fixated on the tea turning darker by the moment, "Water itself cannot be considered intrinsically 'pure'. It is clean only to the untrained eye. Society uses many chemicals and filters in order to eliminate any brackishness or possible unpleasant odor. Trained to not enjoy 'fresh' water, subtly tasting differences between a bubbling stream and a city's tap can be a surprisingly unfavorable experience to many. When we spend such great effort to avoid or mask the true nature of our water, what can we really call 'whole'?" you retorted, lowering your head slightly before the sensation of Lilith leaning along your leg shook you from your musings.

"Perhaps that is to be left up to the opinions of the consumer..."

*ding!*

A second alarm chimed, signaling the completion of the tea's brewing cycle. Almost simultaneously with the bell, the basket ascended into the air, leaving a darkened orange-brown treat in its wake. You turned at the waist, retrieving the two glass cups from your makeshift island before filling them with piping hot liquid. Handing one over to Lilith, she happily levitated the tea out of your grasp. Placing the cusp of the steamy cup near her black-coated lips, she scrunched her nose, taking a gentle pull of air and catching a sip of tea on an inward breath.

"Ahh..." the mare sighed with closed eyes, her brow tense for a millisecond before relaxing from the hot cinnamon dancing atop her taste buds.

"You make the most adorable face while drinking tea, you know that?" This time, you weren't reticent of your opinions. "I usually need to allow my tea to cool a bit before drinking."

"Should should try my method then," she advised, softly, "Just take a mild sip from the surface, and make sure to get enough air from the top to cool it down before it hits your tongue." Lilith illustrated once more with a smile, nary even a smudge of lipstick left behind on the glass.

You do as the mare instructed, holding the cup parallel to the floor and approaching the rim with your lips. With a subtle slurp, you pulled the tea into your mouth, experiencing the true flavors of the leaves at their peak taste. Although still quite hot, the zesty liquid failed to scald your tongue as the helping warmed your gullet on the way down. "Ahh," you mimicked Lilith's appreciation, "Leave it to a Ladymare from Canterlot to provide expert tea advice." The vivacious aristocrat nodded once, pleased at the agreed etiquette. The clock melted away with the vapors of steam from your cups, mixing together before disappearing in the air; a now-distant thunder gave way to a comfortable silence with the Goth-inspired pony.

"So," Lilith piped up after both of your cups were nearly half emptied, "Do you usually treat all the mares you whisk to your loft with such pleasantries, or am I a special case?"

"You're actually the first visitor I've brought upstairs at all." you quipped, curious as to where the mare's mind headed.

"Oh? I would have expected someone as handsome as yourself to be swimming in all the mares he'd want after having his fair way within the Royal palace." Lilith slowly lowered her cup back to the countertop, "At least, that's what I've come to expect from rumor."

"I should have known so," you sighed, casting your gaze aside and setting your own cup down near hers, "You've read the tabloids, right? I figured that getting out to the countryside would be a better place to clear my head and leave some of the past behind me. Did you come all the way here on a lark?"

"Why, not at all!" the young aristocrat feigned distinguished offence, placing her hoof to her chest and looking you in the eye, "I should think a gentleman would give a mare more leeway before levying such an accusation."

"Then why are you here? Really here? Past the bakery, the rains, the lightning, surely your curiosity for a man could be sated with greater convenience within the walls of Canterlot; it smacks of either needless dalliance or a shadowed motive to make your way out to Ponyville just for a tryst." you nearly scolded the mare, uninterested in yet another unsatisfying fling with an unskilled or undedicated lover. You leveraged distaste against your more primal urges which demanded you take the mare up on her potential interest and breed her till she cried 'give'; just as they all have, lest they succumbed to unconsciousness first.

"I've known you far longer and far better than you've come to think," Lilith used your name, undeterred by your change in attitude, "I believe I would know my own limitations; why else would I have sought an audience with the reclusive 'Mareholic of Canterlot'?"

You rolled your eyes at the provocative title; it certainly wasn't doing the status of mankind any particular favors outside of the human-curious highborns of the city, although you supposed there were certainly worse traits that could be attributed to your race other than 'insatiable sexual dynamos'. "Look, I'm just not the kind of guy who's interested in a short-term relationship, and might have allowed my... excitement...for equines to get the better of me on a few occasions. I'm taking a bit of a break right now to get some bearings straight."

"Haven't we all done something foolish in the name of passion, though?" Lilith cooed sympathetically, a showing a surprisingly soft side of her emotions. "Is making my way out to Ponyville for someone who might not even still reside here, really without any merit? I think we have more in common than what you might believe." she closed the distance between you both; you stooped down at her magical playing against the knot of your tie. "Although I have no particularly handy rumor-mill or piece of journalistic gossip, I've had my helping of unrewarding partners in my Canterlot chambers. There's quite the drought of satisfactory studs, and I do so mean that cross-species..." she nickered, lowering her head in a captivating yet predatory fashion.

"It's...easy to turn jaded." you admitted at eye level, your tie feeling tight from either the mare's tugging or the renewed sensation of blood pounding through your veins. "But I'd like the next mare to know what she's getting into with me."

"When was the last time you've shot off?" the mare asked bluntly, setting the conversation finally in its proper light. "I've caught your eyes wandering over me all evening, not that I can admit any less guilt. One, perhaps two days, maximum? Ah, but it's so unsatisfying without a partner, isn't it? It's though you've never quite 'finished'; I know. Those pent-up urges must be quite hellish; so many adorable local mares and fillies coming into your bakery, perhaps even just to flirt, and you holding back from ravishing them into unconsciousness out of concerns of the heart. Such a gentleman." She licked her lips, allowing her piercing to drag along the corner of her mouth.

"Lilith," you nearly gasped, unable to conceal the lengthy bulge now all-too-obviously running down your pant leg. A dozen possible responses flashed through your brain, witty, flirty, humorous, lewd, intelligent, sexy, all equally ready to be launched into the receding distance between you and the mare. But your body opted for none of that; the last stronghold of doubt began to crumble away.

"Yes...?" she whispered your name, traces of cinnamon carrying the words between the meager expanse.

You cupped the mare's fuzzy cheek and brought your lips to hers, fulfilling merely the first desire of a hopefully enduring and mutually rewarding night. Your libido roared to the forefront of your thoughts, your head tilting slightly to the right as she responded in kind with prehensile massaging. Lilith's smell was intoxicating, setting off receptors in your nostrils that had long since given preference to the equine persuasion. With closed eyes you indulged in the scent wafting up from the mare's mane and neck. Sweat from her trip through town? A hoof-selected perfume from Canterlot? Your world spun with possibilities, all else lost to the reflexive, familiar motions of a long-awaited kiss.

Lilith, from her skilled eagerness, was certainly no novice. You felt her orifice suckling slightly harder against yours, belying a hint of desperation that showed through the cracks in her regal behavior. A sultry 'mmm' tickled your eardrums, the aristocrat savoring the moment as if a delectable hors d'oeuvre. Your forearms wrapped the crest of her neck, unwilling to relinquish the gorgeous creature as you each had your fill. The tips of your fingers ran through her mane, its silkiness confirmed to be far more than show. It fell between each digit as they shuffled the locks to-and-fro, ensnaring the willing mare all the more thoroughly in your web of desire. With a nicker she withdrew her mouth, a thin sparkle connecting your lips in the flylight giving fleeting remembrance of your union before it landed on the loft's hardwood floor.

"Take me to your bed." Lilith huffed, nostrils flaring. Your retort was to place two fingers under her 'neck decoration', giving a playful yank twice before you climbed to your feet. Opening the narrow door to your sleeping quarters, the mare was hot on your heels. A quick look around gave evidence to the austere decor; a small closet and wardrobe, a basic reading lamp that rested on a nightstand, and a simple queen-size cotton futon atop a wooden frame on which to continue the night. It wasn't a moment after the door was shut that the Edwardian beauty made her move.

"As much as I appreciate a classical fashion, let's get this outfit out of the way, hmm?" Lilith smirked, magic dotting your waistcoat fastenings and tie knot. " Indulge me, why does a baker need to dress so well just to risk dirtying himself with flour?" she purred as the buttons came undone along with your trinity's swirl.

"I wear an apron while working, you know." you looked down as the lose clothing was removed; you admired her magical dexterity as the buttons on your dress shirt were undone in ethereal unison. "Besides, in Canterlot it's quite common for even carpenters and shoremen to wear something a cut above..."

"Don't be so coy. This town is too quaint for that fashion," she folded your attire with magic before starting on her own gothicesque dress, "You're just a tease."

"Oh?" The accusation took you back, though you were far more interested in the supple figure revealed as each petite facet and bow came undone.

"You've lived here long enough; I'm sure you've noticed how ponies tend to go about their business as 'nature intended'; I doubt you go shopping in human 'nude'," she removed her outerwear with a flourish, snapping the lot into a neat fold to lay along with your own, "Just think of those lonely, needy mares that must have tried in vain to catch glimpses, only to be denied by sadistic homo-sapien vanity."

"So what if humans are more 'reserved' on average with appearances?" you decided to go along with her line of play, unfastening your belt, "Maybe that just separates those equines who are out for a quick roll in the field versus someone who's willing to show more interest than just a wink and a huff." although outwardly restrained, your vision devoured the pale mare bereft of anything else beside a rather intricately designed corset and collar; her dress no longer concealed her rather shapely rump as it swayed.

"That's an interesting cutie mark. What's it for?" you asked, noticing a rather wicked skull surrounded by black flame near her hips.

"I'm a bit of a conjurer, when I'm not taking care of other business. My mark resembles the first being I've bound and raised as a filly." she gave your naked torso a once-over, smiling in approval before settling on your crotch. "Although it would appear as though I'm raising something far more marvelous at the moment."

"You're terrible." you chuckled, unable to deny the fact as your fingertips brushed down your stomach towards the lip of your remaining clothing. "So many talents; a true testament to unicorn-kind."

"I think that and before are reasons exactly why you like us noblemares," Lilith spread her hooves slowly, striking a rather confident pose as she turned her barrel leisurely, "We give one another something to work for; something for the imagination, until the appropriate someone comes along with whom to share more than that special 'wink' and 'huff'." her appropriately elegant tail flipped aside with a clockwise spin, revealing an ebon black marehood already sopping with arousal. Just above the glistening slit, her tight rose puckered once under your scrutiny. With a hitch in your breath, your pupils locked in on the delicious contrast of fur and flesh as your thumbs hooked frozen at your waistline. A dot of pink jutted into the air once, twice, before a droplet of pre fell from her fleshy pocket with a 'pip'. It was from a nicker at her front that your mental link to the divine sight was broken; a heady musk hit finally hit your senses within the previously still room.

"Then any human could say the same," you played along the top area of your pants as they began to slide lower against your pelvis, "Maybe some of us just want to share with someone who deserves the attention. Maybe some of us are just reluctant for one night ruts," you felt the corner of your cheek rise in a smile, it was Lilith's turn to fluster as her eyes darted towards your straining bulge. They widened as your very root was exposed, veins running the girthy length as inches more awaited the coolness of the air. Seconds ebbed into eternities as the mare huffed impatiently, forehooves pawing at the floor; you drew out your final statement, "And maybe some of us are... just... teases."

Clinking against the hardwood, your belt buckle landed in a pile with your trousers and underwear as your manhood throbbed free. Lilith's mouth opened, a gentle gasp escaping. Like a being unto itself, your lengthy organ lurched against the pull of gravity, rising ever higher with each heartbeat. The young aristocrat's mouth widened as your member reached its zenith, and her tongue peeked out to moisten her lips. You stepped out from your clothing, shaft bouncing once and leaking a beaded drool of pre to the floor, complimenting the seductress' own.

"Let's make sure no more of that gets wasted." Lilith cooed, stepping one hoof in front of the other as she sashayed over to you, dock swishing her tail and sending her unique aroma further into the room. You spread your legs, placing your hands as if to rest atop the bones of your hips. Deep in your core, an energy slowly awakened from forced slumber. The mare paused not more than a few millimeters away from the tip of your manhood, studying it with intent. You tilted your chin down, watching as she leaned slightly from side to side and traced each vein traveling your expanse with her eyes. It wasn't long before her focus turned to your glans; another bit of clear fluid grew larger at the end.

Just as it seemed the orb would fall, the mare puckered her lovely black lips and placed a soft kiss atop your crown; the kind and gentle gesture radiated a hint of tenderness as her expression turned upward to meet your own. Your chest rose and fell, lungs filling with the sexual atmosphere; a light pressure tugged at your head. Lilith's single kiss began to expand, lips warping around your aching-hot glans. You entered a moist nirvana, in awe as the dark-black orifice approached your shapely ridge before slipping over the cusp. Secured in her grasp, a gentle slurp was all then notice you received before an almighty sucking sensation swirled around your member, drawing out a gasp of your own. The mare's cheeks curved slightly inward as she moved her neck back, closing her eyes. Lust echoed in your throat; you managed to seal the cry away just as a firm little sphere traipsed once against the underside of you. An erotic 'pop', and your saliva-coated cock was freed to throb once more as she blinked.

"You're quite the mouthful," Lilith deliberately tasted her lips, "Mmm. Quite salty, but with a hint of sweet. You must share the recipe with me sometime." she lowered herself once more, now engulfing your glans and upper shaft with a fanged smile. You pressed against her throat, tonsils tickling your edges as the mare vigorously bobbed her head. You didn't stifle a brief groan of satisfaction. Wired memories of long equine mouths and tongues and their skills burned reborn. You paced one hand at the back of her horn, aiding her descent onto your pole. She winked at your assertiveness, snorting once as you entered her throat. A few strokes against the soft ridges, and you started thrusting your hips in an effort to meet her lips.

"Let's hope you know what you're in for, Lilith. I gave you plenty of notice." you stroked her mane and fur as she tightened her mouth during a backwards suck. She continued until your crown cleared her orifice. She quickly dipped her head under your broad stem, the mare puffing a breathy challenge to your pouch.

"Let's just hope these can provide enough to sate me." the unicorn crossed her comparatively lean horn with your stiffened sword in a raunchy 'en garde'; she dragged her tongue slowly across your sac. "They certainly seem quite virile..."

"Quite the claim for a pony to make, in my experience." you felt her pierced muscle weigh each testicle as if selecting a pair of her favorite apricots at market. "I will admit a rumor obviously true: I find mares exceptionally stimulating. Yet, many couplings have been cut frustratingly short, not rarely from a sudden dearth of consciousness."

"I think I can manage."

"We'll see." you took a pace back, gesturing with your wrist towards your unembellished bedspread. The corseted unicorn took the hint, making the distance with a flirtatious prance before nestling comfortably on top of the duvet. You joined her, two strides bringing you together. Taking a knee, your teeth nibbled playfully along her neck, electing a haughty giggle. You smiled back winking once yourself before pressing your cheekbone and neck in a gentle slide against the crest of her mane, a concession of equine trust to which the aristocrat responded in kind. Sweeping a front leg, Lilith carved a crescent-moon crease on the bed. You took the invitation, and with a quick kiss on the corner of her mouth, climbed up to join her.

Rather than face-to-face, however, you opted for a sixty-nine position, allowing you far greater access to Lilith's most delectable areas. She reluctantly watched, desires torn between your next action and your deliciously presenting pole. Your palms spread her hocks apart, stretching the muscle groups near her stifle and forcing her breasts into prominence. Unable to resist, you suckled each teat while gyrating your tongue around her areolas. Already firm, they continued to stiffen against your taste buds. Lilith mewled in contentment, but you didn't tarry until relocating to a region slightly further south.

You've seen marehoods before. An ample variety in person, quite up-close and willing since your arrival in Equestria. However, you weren't positive whether to blame a self-imposed celibacy or Lilith's natural beauty for the obsidian slit which so captivated your attention. The wondrous contrast of color threatened to slice you with its intensity. A gentle 'fwip', and the mare's perfectly proportioned button coaxed you in further. Your imagination was set alight to the possible taste of each glistening crease and fold.

Opening your maw, you finally indulged yourself during a wink and planted yourself along the lower half of the pony's crevice, electing a quick peep from near your own genitals. With practiced ease, your tongue pressed into the bottom of her pocket and forced her clit upwards. You sucked lazily, indulging in the long missed flavors of mare. Lilith whined, unable to retrieve her ensnared nub with her reflexes. With a wiggle of your tongue, you scaled up from her most sensitive bits until meeting the bottom ring of her anus. Inhaling and curling your sampling back into your mouth, you sighed at the heavy taste of horse-musk and vanilla, "Delicious; although I simply cannot decide where I enjoy you most."

"Mmm... although many areas are tempting, I think I've found my own preference." Lilith's lips once again pressed against your glans, and her two forehooves rested atop one another behind your stiff rod for balance. You groaned in delight, feeling the subtle suction of her mouth worshiping your most sensitive areas. Every five or ten seconds she'd break her kiss with a 'mwwah' before moving to another part of your crown. Your hands roamed her rear, squeezing involuntarily each moment the mare's tongue teased you, from which you naturally returned the sentiment.

Just the right amount of chub gave way to dense equine muscle as you palmed her butt, each hand spreading a cheek apart. With your heart beating in your throat, you observed the deeper spreading of her dark marehood, teasing you as warm pink gave way to blistering-hot fuchsia. Her anus, stretched from the effort, was far more reluctant to open; tight and taut, the warping outer rim was the singular sign of any force being transferred. It was then you noted another telling fashion statement: a small strap and buckle bound tightly around the dock of her tail.

"You dirty little mare."

"Hmm?" Lilith blinked rapidly in feigned innocence, pausing briefly from lapping her new favorite lollipop.

"Oh, I think someone's ready for the main event," you grunted, shuffling upright despite the beauty's reluctance to leave your tool. "As much as I'd love to be treated with your tongue all night, it's time we move on."

"Mmm, I thought you'd never ask. But I'm still expecting a 'special' tasty treat in here..." she agreed, her poofy black bow bouncing once as she flashed you her oral piercing.

"Stay conscious, and I can guarantee all that and more." you made your way behind her, "Let's start with something along the equine tradition."

Via her waist, you adjusted the mare appropriately. Your calluses caught gently along the bottom fabric of her corset, its feminine finery meeting your masculine touch well. Lilith couldn't contain her excitement. Her face positively glowed with need as she watched your manhood coated with her saliva disappear behind her curves. Her winking increased; you felt each other's body heat radiate and mix from your respective organs. She hissed as your glans made contact, kissing you lavishly with clitoral praise. Your fingertips dug into her flanks. The mare below braced herself on her forelegs. With a fleeting sense of civility, you questioned why you would ever go without the carnal joys of a mare.

If Lilith's mouth was nirvana, then her marehood was paradise. A bit of extra force was all it took to breach the entryway as a stream of pre ran down your shaft. Your crown slowly began to disappear until her clenching nethers held firm around your shapely ridge. A bit more and you were greeted with the familiar massages of a marehood rippling around your cock. You heard the breaths from the equine below deepen as she pulled you inwards, her contractions strengthening with each inch being fed. But you took your pace slow, indulging the moment. There would be plenty of opportunities for roughly bucking into the mare when she was on the verge of madness and you were, hopefully, close to a climax.

"I'm impressed already." you observed as she took you in deeper than most, some mares needed a break or two to 'adjust'.

"Then you're in for a long night, stud." Lilith bounced her plot backwards, almost sending you completely inside her depths. You practically growled, intent on making good of the mare's words. Drawing back, drips of arousal fell from your slick rod as evidence of her commitment. You were loathe to remain exposed in the air for long, though, and shoved yourself back within her warm embrace. A small groan slipped her lips as the lids of her eyes started to fall. Your heart sang softly at the genuine eagerness of the horny aristocrat; and what eagerness it was! Lilith pushed back, seeking every last inch as your third thrust drove home. Her clit peeked punctually to brush against your sperm-heavy orbs; you swore that you'd never felt such a marvelously deep yet tight mare in your life.

Readjusting your hands, you took your lover as you had with those in the past and developed into a proper rutting. Each passing moment built speed until you deemed the pace adequate, working Lilith backwards just enough to bury most of your manhood. Her gentle groans turned sultry; she paced her wrapping femininity to squeeze fiercely upon your every withdrawal. A particularly vigorous thrust caused her to freeze; her pupils shrank as her eyes snapped wide. Lilith moaned, straining against her gothic corset as her first orgasm struck. It poured from her in a brief 'squelch' while her nethers went into spasm. You went onward like a steady piston, not knowing when the mare would realize that her eyes were bigger than her sex; the time of deprivation hastened your own feelings of climax.

Your tempo increased, and the uneven massages of Lilith's ridges leveled out as her orgasm softened. You leaned over her rear as her tail-dock held wild sprouts of crimson and jet to the side, wishing you unfettered pleasures while she nickered softly. A tightening within your testicles drew your notice as the minutes ticked by; wet sounds of connecting flesh echoed off the walls within the modest-sized room. The mare stood firm, neither exhausted nor sore. To the contrary, she seemed all the more energized by your swelling shaft and glans. A molten wave of seed stirred within; a far greater quantity built up that filled your shaft further than what mere fantasy and masturbation could do alone. You were going to savor this wonderful moment; this beautiful, eager mare...

"Where do you like it?"

"Inside." Lilith implored, "A-anywhere else...s-such a waste..."

With an affirmative groan, you gave two needful thrusts and watched as the her onyx marehood stretched wide around your girth. Lilith gasped, your bell-end shaping her innermost place as it lodged itself tight for the deed to come. She clenched tightly, feeling a second climax rumbling not far off. In the heat of the moment she shivered, embarrassingly anxious to experience your essence. You closed your eyes, not sure if she even heard you mumble her name as each muscle tensed and you slipped into a primal oblivion.

One spurt, two, three... it was nearly impossible to differentiate between the shots as each pulse sent a voluminous torrent of passion into the waiting mare. Lilith was quick to join you in orgasm as new heat struck her core. She cried into the air, leaning her head back and milking your exploding member. Six, seven, eight... you simply held fast, intent on expelling every ounce of pent-up desire the ivory seductress coaxed out. Your cock pressed fiercely inwards, a fundamental attempt at ensured fertilization as each rope was ejaculated. You weren't sure when your fountain of mare-lust was finally quelled, but the result was nothing short of complete and utter bliss.

A hearty breath of air, and you began to pull yourself back. Feeling the reflexive squelching of a marehood post-peak, you opened your eyes and were surprised to find not only a fully conscious Lilith, but a rather calm, satisfied expression in stark contrast to the unrestrained frenzy from moments earlier. The duvet, lightly darkened from sweat and excretions, was wet once more with a little stream of white running down Lilith's jet black netherlips. She watched your withdrawal, caressing your glans with a loving squeeze just before they were set free. You watched with satisfaction as your work spoke for itself; a glob of white poured over the clitoris which winked out to bathe in the lewd waterfall.

"That...that was..." you were at a loss for words, still riding the highs of ecstasy.

"That was round one."

Your happiness-weighted eyelids snapped open; did you hear that properly? "Lilith...?"

"That was sinfully amazing, but I'm still waiting to be 'rutted into unconsciousness'. Besides," Lilith motioned to your barely wilted stem, "It would seem as though you're certainly 'up' for it."

You watched in sexual awe as she took a dollop of your gift with a hooftip, bringing it to her mouth and sampling it on her tongue like thick white honey.

"Mmm," she appraised, "You know, I quite like this human nectar. It seems far more viscous than most; it's so much more effectively...virile." she grinned wickedly, "So, about our next round-"

"On your back." you interrupted with a firm command, a stone smile resting on your face as you motioned with an arm for her to flip.

"Ooo, how exotic." Lilith blinked in rapid succession, shuffling herself slightly awkwardly into position. "Like this?" she spread her legs, fixing her mane and bow with a puff of air and magic and all while giving you a clear view of her marehood still seeping your seed.

"So, what spell did you use?" you climbed over the mare like a hungry lion studying a gazelle, "You could make a lot of money teaching it to the more magically astute mares back in Canterlot."

"Oh, there's no spell." Lilith purred, raising a hoof to your cheek. "There's no substitute for raw skill and desire. Why do you think I came out all this way for you in the first place?" she nudged your already hardened girth with a fetlock. You weren't sure what to make of the mare; she'd already surpassed anypony you've previously lain with and now she lay underneath, winking and ready for more.

"You're just a talented mare by nature, eh?" you lowered your body, bringing your faces closer. The aristocrat snorted hot air flirtatiously as your glans once again made contact with her well-bred sex. You kissed her in a token of unspoken praise, "Then let's find out just how far those talents reach."

Parallel with her body, you laid atop her barrel while supporting yourself with your forearms to each side. Using your hips, you skillfully rotated into her sticky-sweet entrance and brought forth another feminine groan. Counter-clockwise, your manhood worked the whimpering mare until your pelvis nearly met her rump; her tail flipped once between your legs as you bottomed out.

"This is an old human sexual position," you whispered hotly into a twitching ear, "It's called 'missionary', ironically," you gave a healthy pump, "It's one of the more effective positions for making love during a woman's more...fertile periods." you plucked the words carefully, biting at the mare's lacy collar and felt the fine threads moisten with your fluids.

"You'd... t-thhhhink an uncrowned heir of a d-ducal, mmph, SSSsseat would be ready for such, ahhh...t-things?" Lilith teased, feeling the bloodflow in her neck shift as you tugged her throat's binding.

"Perhaps, in a time," your abdominals tensed, using force to dig you deeper into her already-prepped tunnel, "but that's all off in the unknown future. Getting the practice right in the present is what counts."

The bed began to bounce, the dense cotton compressing and uncompressing as the shapely mare was forced harder into its soft embrace. Your upper bodies frequently met one another; your skin tingled at the sensation of her Edwardian corset brushing against your bareness. You used the kinetic energy effectively, each mild rebound provided extra force for you to penetrate all the further. Lilith bit her bottom lip, nearly squealing each time you claimed her with a lewd 'slap'. It wasn't long before skilled speech and wit again left you, leaving a more basal desire to occupy any vacant intellect. Out of nowhere, the mare's near-silence broke. A high-pitched whinny rang in your ears while a thick slop of maregasm flooded onto your testicles.

You laid your head next to hers, burying it into her mane and renewing your olfactory system with the perfume of equine sweat. You grunted, closing your eyes and losing yourself to whatever came natural. Your bodyweight now supported mostly by the mare, she felt the shapes and curves of your muscles as they contracted over and over, undaunted in their noble work. Miniature orgasms flared from Lilith's over-stimulated sex. She whinnied softly with each one; like a charmer of sperm, the heavenly sounds begged you onward. You obliged, and before long were primed for another climax.

"Oh, Lilith..." the name shook from your throat, warming the gorgeous mare's mane with your breath.

"Give me all of it," she whispered with a tinge of pleading, "All of it..."

Gritting your teeth, you couldn't stifle crying out as you prepared to flood your lover once again. Your thighs tensed, unable to restrain the overflowing dam. You gave a mighty trio of shoves as you reached your peak, one for each initial eruption of seed before overwhelming sensitivity forced you still. Balls-deep, you fired off proudly into the mare, caressing her neck and holding her tightly. She returned the gesture, craning her crest against you while her rear hooves kicked in foal-like excitement. The aristocrat's eyes rolled back, her tongue flopping out while she drooled atop an errant pillow in a throaty moan. Her slit twitched, and she felt fresh human sperm racing once more for her womb; she tugged tactfully on your girth for her due reward.

"Hold still," Lilith mewled, committing the experience to memory as her marehood molded to your unyielding penetration. "F-fuck, it's deep..."

"Such language," you scolded, twitching your pelvic floor and sending the mare into a tizzy. "And to think, I was believing you quite the Lady." Truth be told, you were shocked that she was still awake. You've never bred a mare twice to completion in the same night, let alone within the same session. Your manhood began its inevitable softening; you were content to lay on the mare as she merely nickered in reply.

Turning her head, you met Lilith once more in an oral embrace. The kissing was supple and soft like her croup; you frenched passionately. A certainly clarity came to your psyche, similar to the finally passing storm to the night sky outside. Your lust was temporarily abated; you entertained a more emotional area. Everything about the little white horse was perfect. Her voluptuous figure, her choice of clothing, her personality, her effortless femininity... and of course, her sexual appetite. You thanked Celestia, Luna, Aphrodite, any being that would hear you for bestowing such a gift into your heart and hearth; you seized the mare with a forearm and bicep and felt your half-erect member twitch.

Lilith gasped in your mouth, opening her eyes. Her insides behaved as they were so wired by evolution: to gently massage along the firmness of a male. Kiss unbroken, your refractory period passed with ease as your manhood began to inflate. Another few minutes or so of tonguing went by, and your once wilting phallus resumed its stone-like mass. Evidence of your pairings still leaked down the mare's anus as if some erotic glaze; you began to pump, up and down, basic and light within the mare. Your cheeks vibrated as Lilith moaned into your mouth. Her flat tongue and piercing explored any nook and crevice it could find. You reciprocated, feeling the shape of her horse-like jaw and savoring each unique texture.

The other peaks, although certainly more than just 'enjoyable' for you, could have reasonably been considered something introductory for Lilith, a sort of sexual 'get to know me' etiquette normally so lacking in prospective partners. But this next one wasn't. This one was selfish. This one was fueled by the latent inferno of sex left to blaze too long in the dry forest of abstinence. One by one, each thrust became more fierce, more determined. Although becoming friction sensitive, your thickness plowed on indomitably. Hands gripped Lilith's corset at each side. You squeezed her waist and pulled her inward. She broke the kiss to groan at the ceiling. Moisture built at the corners of your eyes, and each girlish nicker made you ache with need. Like a devilish metronome, your hips contacted the mare with a visceral 'smack'. You felt it coming, its speed hastened possibly on the tails of the second or possibly even the sheer freedom of the moment. There wouldn't be much to give, not after the last two, but that wasn't the point. This wasn't about output, sexual endurance, or even your romantic feelings; all was swept aside as you were submerged into an ocean of mare-lust.

The pleasure struck ferociously. You unleashed a single creamy rope before smaller globs followed; you shivered. There was no longer gentlemanly decorum or a need for any coquettish retorts. Lilith grunted, whinnied... a horse in heat, spreading herself wantonly for the spearing male so capable of bringing her pleasure. You bucked, grinded, anything that kept yourself within the raw realm of orgasm that only a mare could ever hope to bring. The glory seemed everlasting until your spigot finally ran dry.

"Ahhhh," you sighed, the sounds a poor recompense for any language. Glans flaring, your heartbeat pulsed in your member which resulted in the last trickles of lust flowing out. A large weight felt lifted from your body, or perhaps more accurately, your testicles. A dizzying rapture settled in as clarity regained a foothold.

"Sounds like someone really needed that one." Lilith tittered, catching her own breath, "You really are addicted to mares, aren't you?"

You looked to a wall in a blush, finding yourself surprisingly vulnerable to the statement, "Truth be told, ever since I was young, I've always felt a certain affinity towards horses. How was I to know what it would blossom into?"

"Well, I'm certainly glad it blossomed as it did," Lilith touched your cheek with a hoof in a delicate gesture, "With you being hot. And cute. And sexy. And mare-hungry." she listed each item with a puff of air, once again fixing her frazzled mane and lacy bow.

"Is that all?" you chuckled, "Now tell me how you really feel."

"You're thoughtful." she ignored the implied rhetoric, "You're concerned about the comfort of others, yet you're also introspective. You're the kind of human that lets a mare into his shop and gives her some treats without expecting anything in return." she looked into your eyes, light magenta glistening with sincerity, "...that, and I absolutely love your penis."

"Thank you, Lilith," you beamed, touched by her earnest responses, "Although speaking of which, it's probably going to be a good few minutes before I'll be ready for another round." you began to dislodge yourself from the mare, removing your rapidly deflating shaft. With a wince, it flopped free from the moist embrace. It was certainly rather red and engorged, although not quite enough to provide any definite rigidity. Probably from all of the back-to-back sex, due to your blood vessels constantly expanding during each raging erection and orgasm.

"Finally feeling a bit calmer?" Lilith watched your dripping groin as you rolled over next to her, "I wasn't aware that humans were able to copulate so many instances during the same session."

"Certainly some can, but lots of factors are at play. A person's age, time since the last encounter, and general 'willingness' for sex all work into it. Besides, I suppose you already know first-hand how 'willing' a noblemare can make me..."

"Hmph, and here I was thinking I was just somepony special." Lilith griped with faux sincerity.

"Oh, you are," you propped yourself up on an arm to examine the vixen, "Most mares would have been rutted into a stupor by now. Or at the very least, tapped out before I could finish even once. You're not just special. You're witty, educated, one of a kind... and I absolutely love it."

"Such flattery," Lilith giggled loudly, " One would think you were simply trying to get under my tail." she highlighted the 'accusation' with a flip of her dock.

You joined her in the sentiment, sound waves of laughter bouncing off the walls. "Now that you mention it, I do have an idea for the ideal way to pass a bit of time..." you grabbed the buxom mare, giving her a quick peck on the cheek before laying her diagonally and opposite with yourself. "Up." you yanked against her tail-collar, and she obeyed.

"Admiring your wor-ohhh..." Lilith melted onto the bed as your thumb toyed with her anus. A bit of saliva on your hand easily wiped off any surrounding cum. A mild wetness prodded at her exit, and she immediately realized your intent. "Ohhh, you wicked man."

"Shall I stop?" you playfully inquired, pausing your task.

"Of course not!" her plump plot wiggled centimeters from your face. "I take great pride in my 'cleanliness'."

"We're agreed then. Truly the best way to wait out any refractory is with a bit of mutual oral," the very tip of your tongue traced her shivering ring, "Get to it, my little pony, and you'll be receiving that special treat I've promised you earlier."

With the eagerness of a sexual demon, the aristocrat lapped at your presented sex, watching it twitch in appreciation. You resumed your own indulgence, your saliva pooling into the tight little dip. One hand played with her dock while the other fiddled with her clitoris, still covered in a generous layer of white love. The mare took your semi-flaccid length into her mouth, sticking out her tongue to prod your drained testes with her piercing. Feeling it lurch towards her tonsils, she freed it to sate her speculations.

"Goodness, are you ever sated?" Lilith laughed incredulously, stroking up and down the wetted crimson-tinted shaft with a hoof.

"What can I say? The sensations of sex are almost better than the orgasms themselves.... Almost." you tugged on her clitoral hood, bringing a yelp from the unicorn. She understood, and happily resumed her slurping oral work. You sealed over her outer sphincter, prodding errantly with increasing force. Her marehood squelched, winking a trickle of your combined fluids onto her thigh.

With a gentle spin, you entered her ebon ass. Straight and true, your tongue firmed as her squeezing sensations reflexively clenched against the invader. Lilith moaned on your slowly growing manhood, giving your glans a particularly long, appreciative suck. The true duration from ductile to diamond passed with little notice. Lilith plunged you into her gullet; each instance of wet, sopping attention took your excitement to new levels. Taxing the mare's naughtiest hole, you inhaled her musk and rolled her pink marble between two fingers.

"Mmmmph!" Lilith squealed, her undulating tongue forcing its ruby roughly along your bell end. The unicorn came with a rumbling barrel as you refused to relinquish her nub. The result was your own tongue going into overdrive; you pressed savagely against every ridge as her ass erratically clamped down. You withdrew with a rakish 'pop', watching in amusement as the mare's lower half went into spasm. A decent coating of wetness gleamed from the orifice; but you were distracted from the salacious work of art by an ache within your balls. Contracting upwards, they prepared in vain to send a wave of love into the beauty's stomach. You thought of your promise, then of the long-forgotten vials in your nightstand. The good little horse did deserve a treat, after all...

"Lilith, wait." you reluctantly extracted yourself from the wildly sucking vacuum. The unicorn's closed eyes blinked twice as if awoken from a dream while she followed her phallic idol. She remained connected until your waist slid too far; a thin line of saliva fell as it moved from her dark lips. An adorable whine followed; Lilith sensed the culmination of her efforts at hoof which she was loathe to forgo.

Quietly questioning why you would deny her or yourself, she cocked her head while you rose off the bed and made your way towards the exit. On edge, you held off the pulsating need expertly. 'One moment,' you indicated with a forefinger, closing the door behind you. The gothic doll didn't need to endure long; you returned while chugging an impressive mug of water. Lilith's eyes impatiently darted from your face, to your erection, to your sweaty torso, and back to your erection. She pawed at the bedding with her forehoves while you opened your nightstand, setting the now empty glass next to the lamp. Under the inquisitive gaze, you retrieved a gilded three ounce vial from the drawer. Skilled fingerwork unplugged the emerald bottle in the same hand; you gave the mare a wink before chasing the water with its contents.

"I'd nearly forgotten that I had these," you set the vacated vial down, and positioned yourself standing near the edge of the bed, "I was saving them for a special occasion; I think tonight more than qualifies."

Provocatively, you curled a finger towards the aristocrat with a smirk. In retrospect though, the engorged tool jutting between your legs was all the invitation Lilith needed. She shuffled herself over, basking in the shadow of your turgid member arcing above her face. Flopping her tongue out, she languidly dragged it up and down and rewetted the area. She wondered briefly at the nature of the tonic before settling on indifference; her favorite toy now returned.

During the 'water break', your impending ejaculation receded. Now, with Lilith's dexterous tongue fighting for its own helping of icing, that lulling need rapidly resurged. You spread your legs apart in a familiar fashion; glutes and thighs tensed in concentration. Shutting your sight, the last visual imprint was a pair of jet-black lips suckling on your glans. A growl emanated from your stomach. Thankfully, you had a large dinner earlier for the necessary energy.

A long sigh slipped your lips as Lilith began a slow, even bobbing of her head. Her stylish mane and bow bounced with the movement. Ever the Lady of sexual leisure, she sprawled along the bed's edge, eyes closed while fellating you with distinguished ataraxia. As if a well-oiled ring, her unrelenting vice slid along your manhood with fluid efficiency. During a deep swallow, her tongue tickled your sac. She cracked open a rosy eye; a flicker of excitement mounted from your renewed quantity filtering back through her lustful senses. You grunted, a thrum of magic surrounding your testicles that handled each orb like a precious star sapphire. Another sigh, and again your shaft began to ache; you fought off the impending orgasm to allow as much seed to build as possible. Gentle 'Mmm's of eagerness sounded from the mare's well-occupied mouth as a steady dribble of provided her teasing, masculine appetizer. The sweet noises increased as you thrust your hips reflexively; Lilith's eyes shot open during a particularly violent throb as her mouth pulled back to the crown's tip in carnal expectation.

You couldn't help but roar, palming the base of your voluminous shaft and stroking upward with a slight twist. Meeting Lilith gaze-for-gaze, your aching glans spurted a long, powerful rope into the mare's puckering onyx lips. She blinked with an almost foalish innocence, bathing her tongue in the next generous shot which was nearly identical to the first. Either from the unfocused movements of the mare's prehensile lips or your determined wrist motions, your slick head slipped up above her nose before releasing two more rich lines of sperm. They landed audibly, one streaking over her hair to accent her corset while the other lavishly coated her mane and bow. A third proud rope graced the very center of her elongated face, beading in pearls down her still swallowing cheeks.

With a peep of surprise, the vixen moved her mouth a few centimeters up to set you back into place, giggling as your present dripped along her horn and muzzle. Globs of white covered her freckled fur. You sighed, happy to be back at the entrance of Lilith's maw as you released your cock. A precise thrust popped the head inside and allowed the overwhelming satisfaction of cumming to resume. Every third throb, the horny horse gulped down her cream, teasing your frenulum between each shot with her ruby piercing until your orgasm was complete. Even then she suckled at your bloated glans, slowly and methodically, coaxing forth every last drop possible.

"Oh, Lilith," you sang for the umpteenth occasion, shuddering as the unicorn audibly popped her mouth from your tip.

"You sound sexier each time you climax, know that? I don't think I'll ever get tired of you moaning my name." she winked with dark eyes before resuming her work, returning to long tongue lashings along each side of your pole. Your mind exploded, nerves on fire as her piercing caught lightly behind the curve of your well-shaped glans with each lick. The extra bit of force needed to free the jewel kept your hypersexed tool at relative firmness; it oozed a combination of pre and the remnants of your renewed orgasmic capabilities. She paused, "Think you're good for another round?"

Your eyes popped open from the question as your sore muscles joined the mare on the bedding, "The potion's good for a few rounds based on my metabolism, but I'm going to need some time; here I thought I was the hyper-sexed one..."

"Maybe you've corrupted me into a....- addict." Lilith hissed your name, licking her face clean of your seed with a far more predatory expression. "Let's get you hard; I want the next load in my ass."

Heart nearly skipping a beat, you instantly felt as rejuvenated as during the beginning. While it was true that some mares were intrigued with the possibility of anal, your dimensions would frequently frustrate any attempts before you could even fully penetrate. Yet here you were, covered in sweat and the juices of multiple maregasms as the little gothic nympho insisted on using her barren hole. Who were you to refuse such a generous offer?

You sat back on your rear, propping your legs open and allowing unobstructed access to your raw sex. It was Lilith's turn to stalk you; she approached her pulsating prey with lecherous intent. Her tongue slithered from her maw, a thin film of clear fluid dripping from savoring her earlier meal. Her eyes nailed you into place on the mattress, watching your reactions as she swallowed any excess saliva between the wild thrashing her tongue gave you. Your breathing resumed its familiar cadence as lust-drunk blood flooded into the shaft. With the thought of the mare's plump cheeks compressed against your thighs, your already-recovering erection came to life.

Lilith's piercing danced slower as you grew; she concentrated her mouth on precise motions to allow a stillness for each throb to push pleasantly against her palate. She said no words, electing to stare into your near-hypnotized eyes and allowed her actions to speak for her. 'Rise and come hither, come sate me,' her tongue implored, any veils of pomp and conservatism long since given way to her desperation for your carnal flesh, a throbbing treat you were all too willing to provide.

Not but a few moments passed until your rod was once again threatening to breech Lilith's throat; it performed the task with ease akin to walking through a now familiar doorstep. Lilith resumed her planned swallowing, the ebb and flow of her oral ridges a delight to your overstimulated glans. Pressed near your pubic region, her hot breath ragged across your sweaty skin. She clenched her eyes, gulping as trickles of saliva ran down your scrotum and further blotted the bed sheets. You groaned, fingers and toes clenching and unclenching. A feeling of mild vertigo sank in. You simply laid back, helpless to the pleasure and wishing that this was how every erection would ever occur. Finally, the mare lifted her neck back from your member. When your bell end was out of Lilith's mouth, she held her jaw still, gasping fresh air as long tendrils of saliva hung like corded bridgewire to your iron beam.

"A... work of art," Lilith panted, "...and how wonderfully gratifying it is, feeling my lover's gifted endowment seep extra ambrosia for me to savor." a quick run of her tongue gave clear distinction from your creamy seed and her oil-black lips; clearly she pulled a few errant dollops from your potion-charged testicles. Like with the many larger waves prior, you watched her expression of pure satisfaction as she allowed her treat to slide down her throat, finishing the lewd display with a half-lidded 'ahhh'.

"My sentiments exactly," you made your way to the nightstand, fetching a slender capped tube, "Now let's get to stretching you some. It's going to be a tight fit, Lilith."

"I know~" she practically quivered with unchecked mirth; you merely shook your head, grinning as a dose of natural-based lubricant coated your fingers.

"Get up then, on your hooves." you rested on your knees and poured the lube along your cock. Two fingers spread the slick aid, tracing down each vein teasingly as Lilith looked on, captivated. It mixed with remnants of her saliva and vaginal juices to create a slurry of lewdness set to spear her ass. The unicorn quickly came closer, turning around and backing her beautiful assets against your outstretched hand. With a firm grip you held onto her left cheek, kneading and pulling the oh-so-slight chub and muscle as your lurked closer to her ring. Her tail twitched out of the way; you played with the dock-collar's buckle as your other hand pressed a blob of lubrication against her normally 'exit only' sphincter.

Lilith exhaled, the cool sensation turning warmer as your index finger worked the outside rim, torturingly close to penetration. Just as the impatient mare turned to demand more, your digit dove into her hole to the knuckle. Rotating your wrist, you felt the surrounding muscles spasm in surprise. Another finger soon followed after ten or so swirls, bringing with it another healthy glob of lube that dribbled to her winking clit. Your third had a slightly more difficult time entering, but found its home in her pristine butt soon enough. Spreading them like a triangle, you left her tail dock and placed the tip of your bottle near the bases of your fingers, giving each a mild squirt. She'd need the help. Her onyx anus was reluctant to stretch; at least the horny little aristocrat would get just the ride she was yearning for.

Lilith's breaths came slowly; you removed your fingers. Now was the time to take your own pleasure. How long had it been since you tried anal with a mare? This time, you wanted to experience every deep ring of anal muscle stretched and bound onto your rod. Regardless, your ardent glans ached restless as ever as you planned to rut your fellow nymphomaniac into a stupor. Placing your manhood to her trembling ass, you grasped her hips for leverage. Her breath quickened; your excited hips slid forward in a mock start that sent your crown pressing into the dock of her tail. A quick reset saw your width nearly encompassing the tight little hole. Without your entry, it would re-shape back to its original fit soon.

With increasing pressure, your lats simultaneously pulled the mare onto your defined crown. Lilith moaned; you settled to stare with sexual fascination as her sphincter's furrowing was stretched smoother with each seized centimeter. It retightened harshly the moment your ridge cleared the breach. You hissed, eyes wide as you continued to feed the mare your venous serpent. The sounds at her front rose in decibel after each inserted inch, complimented by the pitter-patter of her dripping marehood. When you encountered a circle of muscle, a slight pull-back followed up with a rough buck easily sent your ram through each pleasurable barricade. You paced yourself, if not simply for the comfort of the mare, until you were truly balls-deep within her sweltering heat.

The duchess-to-be looked anything but; she panted, snorting and nickering with each exhale. Her head was slightly craned low, tongue lolling from her mouth as a string of drool fell shamelessly to the duvet. Her insides clenched in desperate, reflexive attempt to fight the large intrusion before settling into quasi-relaxation. Lost, she mumbled your name as a light maregasm left her hooves quavering.

You've never been so buried within the bowels of any other mare. You grunted, rotating your hips as flesh pressed against fur. In the lewd coupling of human and horse, you felt each ring of her anus clenching different parts of your shaft. Ensuring no further major resistance, you allowed her insides a brief respite to accommodate your specific size. You withdrew a few inches before sliding again fully into the mare, claiming once-virgin territory with a sigh of bliss. Slow, methodical thrusting developed, with you never taking yourself out more than roughly halfway. A vivid 'slap' echoed in your ears as your scrotum made contact with Lilith's slit. In perfect harmony, your balls smacked against her plump nub each time.

You leaned over Lilith's rump, increasing your earnest mating. She might have been a noblemare, but she was nevertheless possessed with a lust that only you could appreciate. Her cries of yearning came incoherently; half-demands, half-begs, all-needful for each helping of your generous cock which filled her cavity to capacity. With your greater sentience muted, you leveled with the unicorn's mental state. Despite any earlier semantics, she was your mare now, your horse to saddle and ride until she was a quivering cum-filled mess on the hay in her stall. You slid back, further this time as nearly just the tip remained, then impaling the mare's ass onto your pillar of lust. Long, deliberate strokes became the norm; you worked the aristocrat into a frenzy. A scream, and your thighs were wetted with strong feminine musk as Lilith climaxed ferociously. You felt a churning in your testicles, a buildup that promised ample salve for the mare's sore asshole.

"Yes, yes, yes, YES!" Lilith cried, tears beading at the corners of her eyes. Your tempo hastened, eventually rutting the mare down into the mattress. A magical aura seeped from her horn as sparks flew out errantly across the room. Despite your many orgasms, you chased the approaching sensation as if a starving fox at the heels of a rabbit. Your shaft's underside swelled, and you knew what was coming. You didn't hold it back, content to let the sensation overwhelm you as primal strength took over. All motor control was lost to the dedicated motions of mating, breeding, fucking... you growled her name, planting yourself to the root as pent-up essence exploded into the ivory mare.

Fresh ropes fired off rapidly, each one desperately following the last to coat her bowels with virile human love. Your glans bulged with each shot and effectively stopped copious amounts of seed from leaking out until pressure became too great. From around the seal of her ebon ass, your white-hot sperm trailed downward to grace her thankful clit. Eyes clenched shut, you pulled back and out from the wild stimulation. Your glans scraped each bump and ridge along the way, eliciting another wave of climaxing from Lilith below. Her darkened eyes rolled backwards and a wicked aura covered her form as a nether-like scream pierced the air.

A sharp 'snap' of magic, and from out of her tight-laced corset unfurled a pair of blood-red wings. An inky-black miasma warped her space, sprouting horns near her ears and a devilish tail tip from where her poofy prominence blossomed. As you cleared her rear, your unrestricted cock lurched pridefully before spurting heavy lines of cream across her new form. Trails landed on her disheveled mane, hung in stark contrast from slender wings, and dripped from her overstuffed ass. You fell back in exhausted surprise, the last of your ejaculate only adding to the heaping portions radiating from her sex and anus. If nothing else, it was certainly a picturesque scene; the gasping demonic Lilith slumped atop your soiled bedspread stuffed with cum in every hole.

"What in Equestria are you?" you nearly whispered, surprisingly vulnerable after being brought to the most powerful orgasms of your life by the mysterious minx, "You're no regular mare."

"C-could you tell...from the horns? Or was it...m-my stamina? I figured you'd be glad... t-to find somepony to keep up with you...and more." the blushing succubus panted, chuckling between every other breath.

"Explain. Now." you were in no mood for games this time. You'd be damned if another detail slipped your mind other than the new, devilish features accenting the noblemare; the atmosphere in the room noticeably changed as your member finally laid flaccid.

"...I suppose that would be appropriate." Lilith crawled closer, noting your reluctance to reciprocate. "I'm a succubus of sorts."

"Of sorts?"

"Of sorts." she continued, meeting you eye-to-eye. "I'm part-demon, part-equine. And before you call me out, know that I simply get this side of me from my mother," with a wave of her horn, a glittering dust evaporated her short-lived succubus peculiarities, leaving her familiar horse-like traits. I genuinely prefer my less 'alarming' visage for most occasions..."

"...and just what sort of occasion was this? Do I owe you my soul or something for inviting you into my home?" you half-joked, laying wearily on a retrieved pillow.

"I'm not a vampire, silly, and to be honest, I really didn't know what to expect," Lilith traced a large pool of your drying fluids with a hooftip, "You know how rumors circulate in Canterlot. Being a horse-succubus and all, I was intrigued when I researched your 'exploits' and the sex drive of those mare-inclined of your race. If I was going to test a human, I wanted him to be one of the best." she blinked once, a light smile gracing her face.

"I do know how rumors can circulate. It's one of the reasons I came all the way out to Ponyville in the first place; although I didn't think my past would follow me with quite such...dedication." you mused carefully to avoid any offence, "I was hoping to find a mare somewhere to settle down with that could meet my necessary...sexual standards."

"...and I was hoping to find a good Lustbond. It sounds like we'd make a good pair."

"Lustbond?"

"You literally fucked the demon out of me. I think you more than qualify." Lilith booped you on the nose with a hoof, "I'm looking for a partner that can feed me the necessary sexual energy I crave without me risking hoof and head out in the night. That, and mother and grandmother won't get of my flanks about bringing a gentlecoltly partner home... though I figure they have a fair point." Lilith flipped her mane, pondering to herself while laying on an awkwardly fluffed pillow next to you.

"Tell me a bit more about your family, then. How about, how exactly you've been able to exist within the most magically-focused city in Equestria undetected?"

"Well, for starters, mother is a is a succubus too. I'm the heiress to her representative ducal seat speaking for the neighboring cottager plains outside of Canterlot. As for my family's security, the Princess of the Night has a penchant for lower-circle demons. My mother is one of the top conjurers in the region, and doesn't hesitate to whip up a thrall to slick the 'Royal monthly' every once in a full moon..."

"Huh. That would explain a few pictures and pentagrams I found in her bedchambers..." you thought back to your tryst with the rather fetching Nightguard Captain.

"As for my grandmother, I'm actually not sure what she's been up to lately. Her permanent form is a barely-legal, estrus-aged filly. Last I heard from her, she was merrily seducing teachers all throughout the private academies of Manehattan. I'm sure she can handle herself."

You simply shook your head, smiling to yourself, "What a night. Here I thought I was sheltering a vacationing noblemare from the weather, only to have her give me the best sex I've ever had. You're quite the Lady, you know, especially for the first succubus I've ever met."

"I do consider my talents quite vast." Lilith blushed softly, placing a hoof to her barrel and striking a rather regal pose. "So does that mean you'd be interested on taking up my offer? We'd need to go back to Canterlot, but I can certainly promise you many, many more nights like this one..." Lilith licked her petite fangs, her ruby piercing glinting in the light as her eyes radiated hope.

"Hmm, I suppose I would be up to learning about a life as the partner of a succubus-mare," you placed your hands behind your head, closing your eyes in mock thought. A bit of muscle soreness started to set in, however your mind was preoccupied with the proposal of being in a... 'lustbond', was it? You opened your mouth to inquire further, but before you could speak, a rather long 'growl' radiated from your stomach that caused the unicorn to giggle.

"Yes...?" she murmured your name; it waltzed elegantly off her tongue.

"I'd love to ask more about it, but I'm afraid I've worked up quite the appetite. How about we talk things over a bagel or croissant?" your gaze met hers and soft, rosy eyes leaned in for each word. "Know any good early-morning bakeries, Lilith? I hear that there's a great one about to close up shop nearby. Something about how the owner is going back to Canterlot with a cute mare he ran into one night..."

"I believe I might know the establishment," the mare reached out and pressed her neck against you, whispering, "But first, please, call me Velvet."

~*~

"Eat it all!"

"N-no more!"

"You knooowww you looovvveee itttt~"

"Yeah, I 'GURK!' l-loved it the first five-hundred bites or so, not the last thousand!"

Atop a rather pink bed, in a rather pink room, in a rather pink sweet shop, a once-floating black skull sank into a too-soft mattress. Surrounded by a veritable village of crumb-covered pie pans and icing-stained plates, he remained immobile long after Celestia's sun began to brush away the twilight.

"That's weird! I thought you'd be hungrier after being left out so late. Geez, all I did was sprint back to Sugar Cube Corner and I couldn't wait to eat some of my favorite hoof-made goodies!" the pink mare gestured to the imposing towers rising from the floor. If Bubbles was the mayor of marzipan, his new 'friend' Pinkie Pie was his monarch. She'd consumed a magnitude of confectioner's sugar that could put an entire schoolhouse of foals to shame. The skull swore that any dentists in neighboring towns developed cavities out of sympathy; how her stomach hadn't burst was a mystery.

"Wh-what are you?"

"I already told you, my name's Pinkie Pie! Or did Bubbly-wubbly forget it while deciding on his next scrum-diddly-umptious snack?" from out of thin air, the sugar-demon produced two more plates of lavishly decorated cakes. "Do you wanna try cinna-swirl spice with vanilla icing, or red-delicious rooty-tooty apple?"

"I have a stomach ache..."

"You don't have a stomach, silly-willy!"

"I have a headache, then!" Bubbles whined, rolling along his cranium from side-to-side.

"Hmm, maybe my friend Fluttershy has some aspirin. She usually keeps a lot in her cottage, and she's suuuper nice! I'm sure she'd be willing to share some!" the pony swept the dizzy skull into her messenger bag, not that he was sure about his capacity to resist. "But you'll have to promise not to scare her, 'kay? She HATES playing the 'scariest face' game. Once we're done, maybe she'll want to come back to the 'Cube with us for some 'THANK YOU' goodies!" with a hoofclap, Pinkie Pie bounced out of her room and down the hallway steps; plates and trays swayed to and fro from the impact of the bakery's front door slamming shut.

"N-not so faaa-AHHH! --st! I'm gonna be sick, damn it!" Bubbles cursed, knocking around within sac as the sun's rays leaked through the flap, " I swear, Lilith! This guy better be worth it for all of thiiiii...*BLLLUUUHHH*!"