Sex Ed: Pony Style

by dirty little secret

Homework 2: Get Laid

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Silver Spoon had known where Princess Cadance would be going with today's homework since the time she knew what today's lesson would be about, so she was ready to act the moment it was announced. She already knew who she wanted, too: Button Mash.

It had been difficult to pry Button away from his video games to get their homework done the last time ... but it had been very, very worth it. He was a really gentle and sensual colt once she had managed to get his attention, and she loved the way he'd held her close as he took her virginity last night. She hadn't been able to help herself when it came time to write her report about it – there was no way she could have fit that much wonder into just one page. There was nothing in the world she'd rather feel than his warm embrace again ... and his warm cock snugly inside her.

So as soon as Princess Cadance dismissed the class to go do their homework, Silver rushed toward the back of the room, toward the corner where Button Mash always sat.

But not fast enough. To her horror, Sweetie Belle beat her there! That little hussy must have sat right next to Button today just for that reason. It explained why she had switched from her normal seat ... and now all Silver Spoon could do was stand and tremble with indignation as Sweetie Belle rubbed her shoulder up against him, batting her stupid little eyelashes at him. The nerve of that filly! She should have known Button Mash belonged to Silver.

That didn't stop them from walking out of the classroom side-by-side, though.

Even worse, by the time Silver managed to get over her fit of pique, the already-scarce supply of available colts in the class had been reduced to none. Every single one of them had already been taken by another filly! Even Scootaloo had been instantly picked up – she was trotting away with Apple Bloom, both of them with big, dumb grins on their faces.

She stomped her hoof on the classroom floor. Why did life have to be so frustrating? Now what was she going to do? Her glasses began to slip down her nose, and she shoved them harshly back into place.

With fillies outnumbering colts so badly in the class, she wasn't the only one with this kind of problem, of course. As she glanced around, she saw that there was another frustrated filly left over. Berry Pinch was still looking around the room as if she'd find an unclaimed colt hiding underneath one of the desks.

Their plight hadn't gone unnoticed by Princess Cadance either. “Don't worry,” she said to the two of them, “I'm certain you two will find it easy enough to attract some suitable attention in Ponyville. But just in case, if either of you are having a hard time finding somepony, just come see me. Shining Armor and I are staying in the Friendship Castle – Twilight Sparkle's house – and we'll be more than happy to help you find someone.” She winked. “As a last resort, if it comes to that, I might even share him with you.”

Berry grinned and headed straight toward her, but stopped when she held a hoof up.

“No, not yet. I'm not that eager to share. You should at least try to find a stallion of your own first.”

Berry heaved a deep sigh, then turned for the door.

Silver Spoon followed her. So she hadn't gotten what – or who – she wanted. That was okay. It happened all the time – though it seemed to happen more often now that she and Diamond Tiara weren't being the class bullies anymore. Then again, those days had been mostly about what Diamond wanted, not what Silver herself wanted.

She walked out into Ponyville, and the bright day warmed her spirits a little. It was late spring ... or maybe early summer, and the sunny weather and singing birds were just too cheerful to maintain a bad mood in. It wasn't that bad that she didn't get Button Mash today ... she could always approach him outside of class if she wanted more, and she had already gotten a turn with him. Maybe it was only fair that Sweetie Belle should get a try. She knew that she would always have a big advantage over Sweetie Belle when it came to seducing Button: her parents could afford better video games than Sweetie Belle's.

But what – and whom – should she do today...?

She looked around as she wandered the streets. Not many ponies out at the moment. It was a weekday afternoon, not even a market day, and school had let out a little early, so the emptiness was normal enough. The few ponies she did see weren't the kind she was looking for: Mare, mare, too old, mare with a baby, mare, mare, draconequus, mare... She groaned. Why did good stallions have to be so hard to come by? It wasn't fair!

By now, she'd come up to Sugarcube Corner, and that sparked an idea. If there weren't any good stallions outside right now, she'd just have to look inside. Genius!

As soon as she went inside, a perfectly good stallion came out to answer the little bell that rang above the door. “Welcome!” Mister Cake said. “What can I get for you?”

Silver Spoon came up to the counter, a sly grin growing on her face. “I'm in the mood for something really special ... but it might not be on the menu.”

“Well, that's never stopped us before! What is it you're looking for?”

She was right up next to the counter now, forcing him to lean over it in order to see her. Standing up tall, she got as close as she could to him, almost whispering in his ear. “Your cock.”

He sputtered, jumping back from the counter and backing up against the display case behind him. “My what?

Silver slowly walked around the counter. With him pressing his back against the case behind him, his body was totally exposed for her to check out, and although he was slim and angular, she liked what she saw. Yes, he would do. “You heard me,” she said, turning around and lifting her tail for him. “Don't you want me?”

“Well, I ... uh, of course I...” Beads of sweat began to dapple his face, and the very tip of his cock began to edge its way out of his sheath. “I'm sorry, but I can't. No. I need to work and, and...” He stared some more, taking in her filly goodness with widening eyes. “And I'm happily married!

“Who is that?” Missus Cake's voice came from the back room. “Do you need any help?”

“No, Honey, it's fine,” Mister Cake said. “This little filly was just looking for something that's not available right now.” He looked down at her one last time, then squinted his eyes closed. “She was just about to leave,” he added pointedly.

The thought crossed Silver's mind to simply walk up to him and start sucking on the exposed tip of his cock while he wasn't looking. It was a pretty safe bet that he wouldn’t want his wife coming out and seeing that, so he wouldn't say anything, wouldn't stop her ... and she'd probably be able to seduce him into going further ... into fucking her under the counter while he served oblivious customers. Wouldn't that be fun! But no ... that was something the old Silver Spoon might do, and she was trying to be different now.

She sighed. “Okay. It was, um ... it was nice talking to you.” The awkwardness was beginning to make her blush, so she quickly edged her way out of the shop. “Thanks anyway!”

Once she was outside, she could begin to relax. That had been unexpectedly stressful... But no harm done. It might be a little awkward next time she came in to get a cupcake or something, but nothing terrible happened.

But she still wasn't any closer to finding a stallion, and there still weren't any out in the street that she could see.

A distant train whistle caught her ear. Of course! The afternoon train would be coming through Ponyville soon, on its way to Canterlot. A lot of ponies would be coming and going ... maybe she could find a stallion there? It was worth a shot.

She had to almost run in order to get there in time, but she was glad she did. There was a little crowd around the station by the time she got there. Mostly mares, of course, but there were a few stallions. She spotted Filthy Rich with his secretary and pile of suitcases first, but also Rumble's older brother, Thunderlane, with a suitcase of his own. Oh, and there was that big muscly stallion ... Bulk Biceps? He was carrying two huge boxes for Vinyl Scratch as if they weighed nothing.

Before she could figure out which of them to go after, the train pulled into the station. After a hiss from its brakes, the platform burst into a chaos of ponies getting on and off during its short stop. To her disappointment, both Filthy Rich and Thunderlane rushed onto the train. No hope there. But Bulk Biceps didn't; he must have only been there to help Vinyl carry her gear.

And it wasn't all bad news. A bunch of ponies got off of the train too ... including a really fetching yellowish stallion with a brown vest and cowpony hat.

Silver Spoon's eyes lit up. Yes, he would do very nicely ... and he was traveling alone, with nopony here to meet him, so there probably wouldn't be any pesky commitments getting in the way this time. As the station began to clear out, she headed straight for him.

She caught him just at the edge of the station, right after he came down the stairs. “Hi, my name's Silver Spoon,” she volunteered.

He stopped, seeming surprised to be interrupted, but he got over it in an instant. “Braeburn. Pleased to meet ya.”

This was going well so far, if his wide smile was anything to go by. “The pleasure's all mine. What brings such a nice colt to Ponyville?”

“Aw, shucks. I'm just here to pick up a few saplings from my cousin, Applejack. Our orchard's doin' great back in Appleloosa, but there's a few new varieties we're just dyin' to try out.”

“So you've probably got a little free time ... the next train to Appleloosa isn't for a few days, isn't it?” She grinned. “Why don't I show you around town a little? You look like you could use a warm welcome.”

“Well, actually, I've been here a couple times before – Apple family reunions and such. But I never did spend much time in town, and if you ask anypony who's ever been to Appleloosa, you'll know I am a big fan of warm welcomes...”

“Everybody likes a warm welcome.” Nice! Princess Cadance had been right: this was easy.

“So, where to first?” He looked all around, as if he was actually eager for a tour ... maybe he wasn't quite getting her meaning yet.

That could be fixed easily enough, though. “How about we head over to my house first? My dad's out on a business trip, so I could show you the sights.” She lowered her glasses and winked, just to make extra sure he'd pick up on it.

“Huh? Oh...” He blinked, then blushed. “Oh horse apples, is that what you're after, little filly?”

She just gave him a knowing smile.

“Well... Whoo-wee... I don't really know how to say this, so I'm just gonna come out and say it. Nothin' against you personally, mind you, but I don't really play on that team, if you catch my drift.”

Another stallion was turning her down? How was this possible? She scrunched her face up.

...Which Braeburn must have taken to be a sign of confusion, because he went on to clarify further: “I'm more partial to colts than fillies, when it comes down to that kind of thing. You understand, right?”

Silver sighed and nodded. “Yeah.”

With another blow of its whistle, the train came to life and began slowly chugging its way out of the station. Even though she'd never been late for anything in her life, Silver Spoon felt sure she now knew what missing the train felt like.

“Are ya still up for a tour, though? I need to put in a few orders at the specialty shops before I go back, and I'm not sure where they are...”

She didn't need his pity. And she didn't have the time to waste. “There's some maps of Ponyville over in the station.” She waved her hoof toward a small rack of brochures there. “They're put together by the Ponyville Business Association, so all the stores are on them.”

“A Business Association...” Braeburn tapped his hoof to his chin. “Say, maybe Appleloosa should have one of those!”

“Maybe...” She shook her head. “Well, it was nice talking to you.”

“Likewise,” Braeburn said. He tipped his hat at her, then headed over to the station for his map.

Well, that was a bust. And what was worse, the station was almost completely deserted now. There was only one pony left: Bulk Biceps. He was sitting on the bench, snacking on something from a little paper bag.

Worth a shot, Silver Spoon figured. His bulging muscles and protruding veins were kind of obscene ... but if she thought about it, she could convince herself that it might be kind of hot, too. Bulk was kind of a hunk ... a huge stallion who could out-stallion any other. The thought of him grunting savagely and shoving himself into her with all of his massive strength ... it made her tail twitch. A little scary, maybe, but undeniably hot. Yes, he might just be the one!

She slowly made her way over to him, as if she had all the time in the world. With every step she took, she managed to convince herself a little more that this was exactly what she wanted, that she was about to get the rutting of a lifetime from the stalliony-est stallion who ever stallioned.

He didn't seem to notice her at all ... he was completely absorbed in eating the little tidbits in his white paper bag one by one.

That was okay. She didn't allow herself to be offended about him not noticing her obvious sexiness. He was really enjoying those treats, and she could understand that – all those muscles probably took a lot of energy to maintain.

She sat down on the bench next to him, which finally made him notice her. He stopped eating for a moment, looking at her out of the corner of his eye, one treat still poised in his hoof and his mouth still wide-open to receive it.

“Whatcha got there?” Silver asked, just to get a conversation started.

After a long pause and a couple blinks, Bulk managed to answer, “Um ... whippets.” When she gave him another moment, he added, “They're marshmallow and cookie covered in chocolate.”

“Ooh,” Silver Spoon said with genuine interest – she always did have a bit of a sweet tooth. “Sounds delicious.”

“My reward for helping Vinyl out with her gear.” He looked a little pained, but the social nicety forced its way out of him: “Want one?”

“No thanks,” Silver lied. She very much did want one now, but she couldn't take one after seeing how much it hurt him to make the offer. Ugh. Being nice to ponies really had its downsides.

He let out a huge – and all-too-obvious – sigh of relief, then popped the one he was holding into his mouth.

She envied the look of satisfaction on his face as he munched on it, but she had to remind herself that she had her own agenda ... one that didn't necessarily involve any chocolate marshmallow cookies. “I was kind of hoping for a different sort of treat...”

Bulk gripped his bag tighter and looked down at her with a raised eyebrow.

Smiling invitingly, she gave him her best sultry look over the rims of her glasses. She could tell she'd need to be obvious about it if she was going to get through to him. “I want your cock.”

He nearly choked on his whippet. “What?

Why did every stallion react like that? No matter ... now was the time to seal the deal, to make him want it. “I want you to take me home, pin me down, and rut me into the floor until I pass out.”

His eyes went wide, and he seemed to lose all interest in his cookies.

“Come on, I know you want to. I bet you could do me all night and not even break a sweat...”

He backed away a little, cringing inward as if to make himself smaller. “I... I don't know. I might be too big for you.”

“The bigger the better!” Silver licked her lips in what she hoped was a sexy way. “Let me see what you've got there...” She leaned over toward him, trying to get a good look at his crotch.

He covered himself with the paper bag, but not fast enough. Silver still managed to get a glimpse of him ... and he was tiny! She hadn't been able to see it for long, but she could swear he was smaller down there than some of the colts in her class!

She giggled. “Oh, you don't look so big! Don't worry, I'm sure I can take that.”

Unfortunately, that turned out to be exactly the wrong thing to say to him. He blushed furiously, holding the paper bag even tighter against himself. “Uh, uh... I don't know what you're talking about! I'm way too big for a little filly ... and, uh, I... I've got to go! Right now!” He jumped from the bench and flapped his wings furiously, taking to the air. “And please don't say anything to anypony!” he called out as he flew up and over the train station.

Pony feathers! She'd lost another stallion. And this one was one she might have had a chance with, if she'd just been a bit more tactful about it. How was she supposed to know that he'd be so sensitive about his size? Really, he was just the right size for her, and it probably would have been great ... but now she'd never know. And she still had a homework assignment that she was no closer to finishing.

It was almost enough to make her give up on the whole thing and go ask Princess Cadance for help. If Shining Armor was good enough for the Princess of Love, then he must be really good in bed, right? Getting a chance with him might be fun... But it would also mean admitting defeat, admitting failure, and admitting that she was so unattractive that she couldn't manage to woo a single stallion in all of Ponyville. Unacceptable.

So she headed back out into the quiet streets of Ponyville ... dejectedly. She walked slowly and held her head low. Those rejections hadn't really been her fault, she was sure, but they still hurt. She had always thought of herself as unquestionably pretty, but at this point she was almost ready to contemplate the idea that she might be ... ugly. She had to keep reminding herself that it wasn't her looks that kept every stallion in Ponyville away from her. It wasn't the glasses or anything – it was just circumstances ... right?

She kept on trudging through Ponyville, barely even looking at the ground in front of her hooves, much less for any stallions. What was the point? She'd probably screw it up with them, too, and she'd be no better off. Maybe she should go crawling back to Princess Cadance and—

She bumped into somepony. The impact knocked her over. It tripped up whoever hit her, too, sending them tumbling into the road behind her.

After a moment to shake the stars out of her eyes, she stood up and looked to see who she'd run into. “I'm so sorry, I—” She froze, staring at him, only moving to adjust her glasses and see him better. Yes, him. He was a pale green pegasus with a yellowish mane ... kind of lanky, and with a bit of stubble on his jaw.

“My fault,” he said as he picked himself up. “Man, I've really been screwing up everything today.”

Silver got up and dusted herself off. “Yeah ... I know the feeling.”

He grinned dumbly at her, but for some reason, it only made her more open to the budding idea of taking him home. “The name's Zephyr Breeze.” He held out his hoof.

“Silver Spoon.” She took his hoof and shook gently. “I don't think I've seen you around town much before.”

“Oh, I've only been in town a few times before. Mostly I live in Cloudsdale, but I came over to Ponyville to get a little higher education done.” He waggled his eyebrows. “Been staying with my sister, Fluttershy, but...”

Silver cocked her head over to the side a little. “But what?”

“Ugh, it's way too embarrassing and depressing.” He rolled his head around melodramatically.

“Go on.” She came in a little closer and nudged him with a hoof. “You can tell me – it can't be worse than the day I'm having!”

He made a show of staying quiet, but from the way he looked at her, it was obvious that he really wanted to talk about it. After just a few moments, he broke. “Ugh, ever since I got out of school, I've been looking for a job, but there's just no good salons that are hiring right now. That didn't stop Fluttershy, though. Can you believe that she kicked me out because supposedly I haven't been putting effort into it? Why, I've applied to every mane salon in Ponyville, every single one, and that only took me ten weeks!”

“But... there's only one mane salon in Ponyville.”

“Ugh, you sound just like her.” He shook his head. “Can't anypony cut a guy some slack in this town? I'm doing my best! And now I'm out here on the street without a single bit to my name and with nowhere to stay for even one night! It doesn't get much worse than that.”

As grating as it was to hear him complain when he hadn't shown the slightest curiosity about how her day had gone, Silver was beginning to have a pretty firm idea about how she could solve her problem ... both of their problems at the same time, really. She smiled cutely at him. “I guess maybe I could kind of help?”

At the word 'help', Zephyr's ears perked up. “Oh?”

“Well, my dad is out of town on a business trip, and my mom barely notices me even when I'm trying to get her attention ... so nopony would mind if you, um...” Silver looked away and blushed. She knew she had to play this just right if she was going to entice him.

He leaned in closer. His eyes were huge, and they quivered in anticipation. “If I what?”

“Well, maybe–” she looked back at him “–you could stay with me tonight?”

“That sounds fantastic! I'll just—”

“On one condition.” Silver stopped him from rushing past her by planting a hoof in the middle of his chest. His fur felt nice ... it was a little fluffy there.

He looked down at her. “Totally. Anything you want.”

She had him now, she knew, so she allowed herself a smug grin. “You have to help me with my homework.”

“Homework?” He ran a hoof through his mane. “No sweat. With Zephyr on the case, homework is a breeze!”

Silver Spoon giggled a little at that. Yes, she could definitely come to enjoy this guy ... he'd be perfect. “Okay, come on.” With a brand-new spring in her step, she started off, leading him to her house. And she made sure to let her tail swish high as she walked. Zephyr would get an eyeful by the time they arrived, that was for sure.

* * *

Zephyr craned his neck all around as they made their way through the posh entryway of Silver Spoon's house and into the spacious formal living room beyond. “Wow,” he said, “your parents must be loaded...”

“Ssh!” Silver Spoon glowered at him. “My mom's going to hear you.”

With a look of utmost earnestness, Zephyr nodded his head. He then began tip-toeing ever so carefully across the marble, looking every bit like he was creeping his way around a sleeping dragon.

She smiled as she watched him – he sure could be cute. “Come on,” she whispered. “My room's upstairs. Let me show you.”

To his credit, Zephyr didn't make a single sound until they were in her room and the door was safely shut. As soon as the latch closed, though, he let out an explosive sigh. “Whoo! Sneaking is hard work!”

“Worth it, though.” She gave him a wink.

He looked around for a moment, taking in the room, and for that fleeting time, Silver Spoon felt a twinge of shame about how frilly and pink her décor choices tended to be. She usually liked it, but now that she was expecting somepony else to stay here – somepony other than Diamond Tiara – it felt a little embarrassing.

Once he'd gotten a good look, Zephyr went straight to her bed and flopped himself down on it. “This house must have a hundred rooms ... are you sure this one is the one I should stay in?”

“Well, the rest of the rooms belong to my dad, Silver Platter. This is the only one that belongs to me, so it's the only one I'm free to give.”

“Hm, makes sense, I guess.” He shrugged expressively. “Mind if I redecorate a little?”

The nerve of this pony! But she didn't let it get to her – by now, she knew he could be silly like that sometimes. “I don't think you'll have time ... I have that homework to do, remember?” She smiled. There was already a stallion in her bed, right where she wanted him. Things were finally looking up.

“Right, the homework. So, what kind of homework is it? Reading? Geography? Math?” He shuddered. “Ugh, I hope it's not math.”

She hopped onto the bed next to him, standing on top of her plush blankets and looking down appreciatively at his lean, sprawled-out body. “No, not math. I think it's something you're going to enjoy, actually.”

He turned his head to look over at her, and he raised an eyebrow. “Are you sure? Because I've never enjoyed homework before...”

Not even when you took your Sex Ed class?

His face scrunched up in confusion for a moment, but then it dawned on him quite visibly. His eyes went open wide, and he propped himself up so he could look straight at her. “Wait, you're doing your Sex Ed homework? Really? Does that mean we're really going to ... to...?”

Silver stepped over his long, lean belly and straddled him just above his belly button. “Yeah.” She grinned down at him, biting her lower lip a little as she felt his warm fur right where it mattered most. “We really are.”

Zephyr looked stricken. “I— I can't... It's wrong, it's illegal!”

“No it's not. I've got my cutie mark, don't I?”

“What if somepony finds out?”

She began rubbing back and forth, grinding her pussy against him – it was starting to have an effect on her, and she felt his fur begin to slicken as her juices soaked into it. “They won't find out.”

“I... I...” He'd raised his head to look at her, and now he was obviously staring at her crotch, at her little gray teats.

Silver glanced behind her. Already, his cock was slipping free from its sheath and growing toward her. She leaned back and gently caressed his balls. They were a lot bigger than Button's ... the nice, heavy sack of a full-grown stallion. “I know you want it,” she said, looking back at him. “Don't you dare ruin this for me, not after the day I've had.”

He gulped, then looked down at her little teats again.

“You like these, don't you?” She giggled softly and touched the tip of her hoof to one of her nipples, rubbing it in a tiny circle, making it poke out for him. “Come on and get a closer look...” Though it was a little awkward, she managed to pull herself forward on top of him without falling off or kicking him in the head. Once she was there, she pressed herself forward, pushing her lower belly onto Zephyr's muzzle.

There was only one short moment of hesitation before Zephyr's resistance completely shattered. She felt his hooves grab her ass, and he shoved his face up against her nascent little teats. He slathered the tiny mounds with his tongue and lips.

Silver let out a little “Unh!” Nopony had ever treated her teats like that before – his nimble tongue made everywhere it touched tingle, and the scruffy stubble on his cheeks tickled her thighs. He was so into it ... and his hooves gripped her ass cheeks so tightly that they spread apart a little, spreading her pussy open and making her drip onto his neck.

When she glanced behind her again, she saw that his wings had spread out across the sheets ... and his cock was at full-mast, bobbing up and down behind her. It wasn't much wider than Button's ... but it was so much longer! And it arched up from his crotch so elegantly. She just loved the slight curve of it.

Zephyr came up for air, sitting upright and letting Silver slide downward on him over his shoulders, down his chest ... he stopped her just before she got low enough, his hooves holding up her ass and spreading her pussy lips open. “Are you sure?” he asked, looking into her eyes.

As if in response, her pussy winked. She could feel the spasms, the raw need building in her. Rather than saying anything, she reached up, grabbed his mane, and pulled him in for a sloppy kiss.

Both of them moaned into each other's mouths as their lips joined. Zephyr's grip on her ass faltered, and she slid downward a little ... right onto the tip of his cock. Her pussy took it inside eagerly, welcoming his warm flesh into hers. She moaned again as she felt the heat of it spreading into her, slowly getting deeper as she slid lower and lower on him.

“Oh Goddess...” Zephyr groaned as he let her slide a little farther down, letting her take more of him into her almost-virginal passage. “You're ... you're so tight!”

Silver wiggled her hips back and forth, working more of him into herself. She could feel every inch of him each time she moved even a little. And there was so much of him to take! He was already deeper than Button had ever reached, and she was only now teasing her sensitive entrance with his medial ring.

“Ugh! Do it!”

She didn't have to ask what 'it' was. Taking a deep breath and holding it, she pressed down and squeezed his ring through her filly tightness.

Zephyr grunted, blowing a blast of air through his nostrils as Silver's inner walls squeezed down on his shaft. He grabbed her hard by the hips and shoved her savagely downward.

Aaah!” Silver hunched over, an unexpected wave of pain shooting through her core. She held her hooves against her belly, but it was no use – the pain was far too deep inside her to be comforted in any way.

To his credit, Zephyr immediately stopped pushing. He froze in place. “Are you okay?”

Silver grimaced, but the pain was quickly fading. She'd be alright. “Ow...”

“Sorry... I guess I bottomed out. Got carried away and treated you like a full-grown mare, not a little filly.”

“It's okay.” Silver experimented with moving a little, and she found that the pleasure of that went a long way toward overcoming the lingering soreness.

Zephyr took a deep breath. “How about you do the moving for now? I'll just relax and enjoy, okay?”

Silver nodded and began moving again in earnest. Now that she knew where her limits were, she could tease herself close to there without using so much pressure that it hurt. That felt really nice. As she started writhing her hips back and forth to get the motion she craved, she looked down at Zephyr's crotch. There was still a few inches of his cock outside of her, dry except for the little streams of her juices that flowed out between her parted pussy lips and down his veins. She couldn't get enough of seeing that round shaft jutting up into her, the way her puffy lips bulged in and out as they slid over its glistening curve.

Though he was beginning to squirm a little, Zephyr held his composure well. He satisfied himself with caressing the tight little curves of her ass while she worked herself around his shaft ... for a while. Before long though, he gave her ass an especially hard squeeze, then looked her right in the eye. “Ever been with a pegasus before?”

Without breaking her rhythm, Silver shook her head.

“Want me to show you why every mare wants to?”

Silver could feel the pressure building up inside her, she could feel the way her inner walls were squeezing down on him progressively harder and harder. She was so close ... but he'd snagged her curiosity, and now she just had to know. “Uh-huh. Show me.” She pushed herself down just a little farther on him, giving the pressure inside her more to push against.

With a smug grin on his bristly face, Zephyr curled one of his wings around the front of his belly and lowered it until the very tip of his longest primary began to brush against her.

First he just tickled her teats, making her nipples harden even more than before and making her whole underbelly tingle ... but that was just the start. After a little playing with those, he moved lower, brushing down her smooth skin until he found the little gap of pink where her pussy opened up for his cock.

When his feather-tip touched there, it sent a sudden jolt of fire through Silver. She couldn't help but cry out, squealing her feelings to anypony who could hear. Button Mash had tried 'mashing her button' when they were exploring each other, but this... This was something else entirely! She froze and writhed around as if Zephyr's wingtip was controlling her movements ... maybe it was. She couldn't tell anymore, all she could feel was that incredible line of electric touch that went straight from her clit all the way up her spine. Even the overwhelming feeling of his cock filling every inch of her faded into nothing more than a comfortable warmth and pressure in the background. Her pussy winked uncontrollably, flicking her clit against that feather and making it even more intense.

With a flash of brilliant white, Silver's senses overloaded. She screamed as she learned a whole new level of what an orgasm could be, and she unthinkingly shoved herself down on Zephyr's cock, taking in a couple more inches that should have hurt ... but she felt only blind, lustful pleasure. Grabbing his wingtip in her hoof to keep herself from going crazy from the overload, she jittered in place. Her pussy burned hotter and squeezed tighter than ever before, letting loose a small deluge onto Zephyr's lap as it eagerly sucked at his length, still trying to pull more inside even though she was already stretched past her limits.

...

When Silver finally became aware of her surroundings again, she found herself lying on Zephyr's belly, his hard cock still inside her. Her front hooves were wrapped tightly around his chest. Her glasses had gone askew and almost fallen off her face. After a few deep breaths to recover her strength, she managed to lift her head and look up at him. “Wow...”

He grinned down at her so smugly. “So... Ready for my turn?”

Silver gave him a weak nod, then laid her head back down on his warm chest. For a moment, she just enjoyed the slow rise and fall of its soft fluff. She had definitely made a good choice when it came to picking a stallion!

Zephyr hadn't been taken care of, though, and after a few more moments of letting her enjoy cuddling up to his warmth while still being filled with him, he stirred.

Her first warning was a twitch of his cock inside her. It still sent crackles of white-hot lust through her every time it moved. He then grabbed her gently around the middle and lifted her up off of himself.

She moaned as his length slid out of her, both from the long slithering contact of it and from the deep sense of emptiness he left behind as his tip popped free.

Setting her belly-down on the edge of the bed with her legs hanging off, Zephyr got up and moved himself into position behind her.

Oh, she could see where this was going! She arched her back a little, lifting her rump a bit and flipping her pale gray tail up over her back.

Zephyr wasn't subtle about it. He planted his hooves on the bed to either side of her hips, gripped her between them, and unabashedly shoved his still-slick length back into her.

Oh Goddess! It felt like the first penetration all over again! The curve of his cock went the other way now, and it was pressing against her in new and wonderful ways. She effortlessly took him as deep as she had before, and he was enough of a gentleman to stop just when he reached her limits.

“That okay?” he asked.

“Mm-hm...”

Once he'd found just the right spot, Zephyr started giving it to her in earnest, pulling slowly out and ramming himself back in for deliciously long thrusts. Silver could hear the little squishing noises her pussy made with each push, but she was beyond even thinking about it. All she could manage was to make little “Unh!” noises every time he pressed his stallion-sized cock into her filly-sized need.

He was already beginning to hunch over her ... his thrusts started getting erratic and deep enough to hurt a little, but she didn't stop him. After being with Button, she knew what those grunts he was making meant – any moment now... She lifted her rump up a little higher, pushing herself up toward him, begging for it.

The tip of his cock flared inside her, stretching her out insanely and locking him in as he pushed himself hard against her innermost barrier. His flare smashed right up against her womb as he trembled in place, right on the brink...

Fullness, warmth. With the very first throb of Zephyr's cock, she felt complete in a way Button had never been able to give her. Some deep, primal part of herself cried out in satisfaction as Zephyr's hot cum surged straight into her womb.

Long pulses came again and again, pumping all the way into her and finding exactly the right spot. She felt swollen and glowing inside already, and still Zephyr pumped into her unabated. Each heavy surge of it made his cock bulge inside her as the thick mess flowed through it. He only began to trail off as she felt the warm goo dribble down over her clit and trickle down across her teats. Zephyr made choking noises as the last few spurts worked their way out of him, then he collapsed down on top of her.

It took some wiggling, but Silver finally managed to get out from under him. She felt all gooey and loose inside ... but in a good way, such a good way.

Zephyr was practically asleep already, but she managed to roll him onto his back. His now-limp cock flicked over his belly as he rolled, and one last gooey strand of his cum flung itself across Silver's face. A milky-clear strand of it blurred a line across one lens of her glasses.

She didn't worry about it, though. She laid her head down on Zephyr's chest again, listening to his deep, contented breathing, enjoying his overwhelming warmth ... and trying to ignore his slowly-retreating cock just behind her head.

“Mmn...” He stirred a little underneath her. “You, uh... You had some ... kind of protection, right?”

Now he asks? A little late, isn't it? Silver rolled her eyes. But she patted his fluffy chest reassuringly. “Yes, Princess Cadance put a spell on all of us.”

Goooood...”

That was the last she heard from Zephyr for a long while ... besides the snoring, of course. She didn't go to sleep herself, and she didn't even leave to go clean herself up, even though she could feel a thick flow of sticky wetness building up between her back legs. No, she would savor this beautiful moment and worry about showers and sleep later... Maybe after another round with Zephyr.


Author's Note

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