Topsy-Turvy

Chapter 2

The Next Evening-

Stormfeather wasn’t sure why he’d gone out on his own. Usually, he and Caramel would get a good buzz, talk about random stuff until the wee hours, then call it a night and head home. It’d become a pretty regular routine since they’d both come of age, and gutpunched as he was, he didn’t feel like going for a second round.

Tonight, though, was different. He hadn’t gone to another bar after leaving Caramel last night, instead opting to just go straight home. The next day he’d moped and sulked around, until finally, when the night came, he decided he might as well pick up where he’d left off the night before. He was still annoyed with Caramel, though, so instead of going to The Tipsy Manticore, he went to the ritzier bar across town: The Bluestemme.

Stormfeather stared aimlessly out at a window on the second floor while sipping a rum and cola. It was raining, and as such, there weren’t that many ponies about. He’d found a lone table off to the side and out of the way, and it was there he watched the few passing ponies on the street below, their outlines and umbrellas illuminated by the gentle glow of streetlamps.

“Caramel’s right,” he muttered wryly. He drained the last bit of his drink, swirling the ice cubes with a frown. There was a bitter taste that had nothing to do with his drink, but it seemed better than becoming absorbed in a darkening gyre. “I might have to leave Ponyville. Cloudsdale’s likely gonna be my best bet, although... Canterlot might have some openings, too. Might be worth a day trip...”

Stormfeather had lived in Ponyville his whole life. He loved it here, had a lot of loyalty to the place. But lately, it seemed that his efforts weren’t amounting to anything. Much as he didn’t want to admit it, it might be time to move on.

The waiter came by with a fresh drink. He thanked her with a weak smile, then returned to stewing in his thoughts.

“Gonna be expensive to interview somewhere else,” Stormfeather said. He watched the reflections behind him, stirring his booze with a cocktail straw. “Don’t wanna make multiple trips if I can help it. Don’t want them to wind up all being on random-ass times at weird times, either. That’s considering I can find anything at all, though… eh, bigger city will have more opportunities. Should be alright.”

He didn’t really have a lot of friends. The only real one he kept in regular touch with was.. well. Caramel. Everypony else was either too busy or had moved away, and over the years, his social circle had gradually retracted in on itself. His parents told him that that was a normal thing, but that didn’t mean he liked it. He didn’t relish the idea of not hanging out with Caramel as much, especially in a new place where he’d basically have to start over, but with things the way they were going—

“You look lost,” said a silvery voice.

Stormfeather’s ears twitched. He snapped back into focus, noticing the watery, blurred reflection of a pony right behind him. He turned to make a snarky quip, to say that he was a local and had been drinking around here forever...

...and the words died in his mouth.

Standing before him was a mare, slim and shapely, with a copper-colored coat and striking, dark blue eyes. Her wavy, rust-red mane fell around her neck before ending in full, bouncy curls the color of light chocolate. She was looking straight at him with a small, earnest smile, and her head was tilted just slightly with an expression of intrigue.

“You look like you’re wrestling with a really big decision,” the mare continued softly. She studied his face with unreadable eyes as he continued to stare, his jaw hung slack. “What’s wrong?”

You could’ve nudged Stormfeather with a pinion, and he would’ve fallen over. Why in Equestria was a mare like this talking to him?! The panic was bubbling, threatening to erupt in his chest, but before it could, he plugged it up tight and mentally slapped himself. Focus, Storm. Whatever it was she wanted, he could figure it out. Don’t get distracted by her looks. Or her beautiful voice.  Or...

“I-I’m sorry,” he said in a cracking voice. “Was zoned out, there. C-Could you repeat that?”

The mare’s expression stayed the same—patient and serene. “I asked you what was wrong.”

...

Well, that wasn’t what he was expecting. And maybe not something he could handle, right now.

Stormfeather forced himself to smile, even it didn’t reach his eyes. “Huh? N-Nothing’s wrong! I’m fine! Yep, just thinking. No worries.”

The mare wasn’t convinced. “What’s your name?”

“...Stormfeather.”

The mare silently mouthed the word a few times. “You don’t look fine, Stormfeather.”

Stormfeather made a strangled noise that was half protest, half groan.

...it’s starting to make you desperate. It's showing....

“I’d rather not trouble you,” he finally said. “Er, miss…”

“Toffee.” Without waiting for an invite, she sat down across from him and raised her hoof for the waiter. “And it’s not really troubling me if I want to know. Is it?”

Stormfeather examined Toffee more closely. She wasn’t wearing a ton of makeup like some mares—just enough to accentuate her eyes and lips. She looked to be around his age, although he couldn’t say for sure. She was neatly groomed, her posture was tall and straight, and her cutie mark was a trio of red four-leaf clovers, each leaf styled like a heart.

“I suppose not,” Stormfeather said, his withers and wings relaxing. He was still on guard, but he wasn’t about to be rude. “If you must know, I’m making plans for some job hunting outside of Ponyville.”

Toffee nodded. “Not happy with your current job?”

Stormfeather wrestled with the question. Should he be honest? He knew that there was a ‘nice’ way of saying just about anything, but doing that almost felt like dancing around the issue. Then again, it wasn’t exactly polite to bluntly dump all your issues onto a complete stranger.

“I’m—er. between jobs at the moment,” Stormeather managed.

“Oh?” Toffee cocked her head. “What happened?”

Stormfeather fidgeted in his seat. “I’d been training a lot for an important athletic thing, and my boss wouldn’t give me the time off I requested. I wound up having to choose between the two, and when I chose the athletic thing, my boss fired me. Didn’t think much of it because I thought the athletic thing would work out, but...”

“It didn’t,” Toffee finished for him.

Stormfeather took a hearty swig of his drink. “You got it.”

It was an interesting pattern Toffee was noticing. Even from just a minute or so of interaction, she could pretty easily see what Stormfeather was doing wrong. There was a distance in his voice, a way he never looked at her for too long. His answers were short, and with the way he was being vague, it was almost as if he was trying to get rid of her—

I know when a mare is out of my league. If it’s obvious I don’t have a chance with them, I’m not going to waste my time, make it awkward, OR let them take advantage of me. I’ve found that it’s best to feign disinterest, help them out with whatever it is they want, then go our separate ways. Nopony gets hurt that way.

Storm, you dummy.

“What was the athletic thing?” Toffee asked. “It wasn’t the Wonderbolts, was it?”

Stormfeather raised an eyebrow. “Good guess… how’d you know?"

Toffee giggled, a musical sound that made Stormfeather sit up a little straighter. “Oh, you seem like the type. You’ve certainly got the wings for it.”

A faint shade of pink crept into Stormfeather’s cheeks. “Yeah, well… tell that to them.”

The waiter came, looking back and forth between them with approval. “What would you like, miss?”

“Cucumber gin and tonic, please.”

Stormfeather blinked several times. Wasn’t that…

Toffee noticed his surprised look, but apparently misinterpreted it as something else. “Did you want something, too?”

Stormfeather recovered after a few seconds. Okay, weird coincidence, but not unheard of. Cucumber gin and tonic wasn’t the most uncommon drink in the world. “U-Um, no thanks. I’ve still got this.” He gestured to his rum and cola.

The waiter walked off, and Toffee pushed the conversation on. “I wouldn’t feel too bad about not making the Wonderbolts the first time. From what I’ve heard, their selection process is VERY competitive. You can always try out again, can’t you?”

A spark of fire appeared in Stormfeather’s eyes. “I’m certainly planning on it. But tryouts are only held every eighteen months. I need a job in the meantime.”

“Hmmm.” Toffee scratched her chin. “When’s the next tryout?”

“Seven months.” Stormfeather rolled his shoulders and leaned back in his chair. “I dunno, I’m starting to think that being in Ponyville might’ve hurt my chances with the Bolts a bit. The gym here is good, but it’s not geared specifically towards pegasi, if you catch my drift. This is primarily an earth pony town.”

Okay, he was opening up a bit. Good. She could work with this. “Maybe it is time for a change, then.” She looked out the window beside them and moved just slightly closer. “Somewhere with places that’d be more flexible with working around your training? I imagine there aren’t many places around here that’d be understanding of that.”

Stormfeather looked down at his drink. “Not as many as I’d like. Maybe if I’d been somewhere with a bigger focus on flight training…” He quickly stomped down the bitter thoughts, pleased to find himself actually wanting to be out of them. “But what about you, eh? I take it you’re not from Ponyville?”

Toffee gestured to the nearby mountain, just barely visible in the dark. “Canterlot, actually. Just in town for a bit on some business.”

Stormfeather mulled that over. She certainly didn’t seem like she was from Canterlot, but maybe he was judging her too hard? Not everypony up there was a stuffy prick, after all. “What do you do up there?”

“Nothing too glamorous,” she said casually. “I’m an assistant baker for one of the confectionaries on Restaurant Row. Not an exciting job, but it pays the bills.”

A lie, but not an extravagant one. She had an uncle who’d offered her that exact job, and the offer was still open.

Stormfeather thought about that for a bit. “Not a lot of earth ponies up in Canterlot. Must be quite a change from here. What do you think of Ponyville so far?”

Toffee’s expression was neutral. The waiter came back with her drink, and she took it while pondering the statement. “It seems like a nice town. Definitely not as bustling as Canterlot, but it has a sleepy kind of charm to it. I probably wouldn’t mind living here.”

She raised the glass to her nose and took a sniff, taking in the subtle scent of berries. They’d definitely mixed her a good one. She pulled out the cucumber slices and sucked on them, enjoying the pleasant taste.

Stormfeather watched her curiously. “...huh.”

Toffee snapped out of her reverie. “Hmm?”

“Oh, nothing,” Stormfeather said. “It’s just… I have a friend who loves that drink.” He pointed at her glass. “Does the same thing with the cucumbers, too. It’s almost like a little ritual of his.”

“Your friend has good taste,” Toffee said with a wink. She knew she probably should be nervous about having missed a detail, but the two drinks she’d had downstairs were bolstering her courage. “I’ve always liked this. Ever had it before?”

Stormfeather made a face. “Yes, and I can’t stand it. Smells and tastes like a pine tree.”

That got a proper laugh out of Toffee, and she shook out her mane gleefully. “Mmm, delicious tree!” She tipped back her glass and gulped half the spirit down. “Om, nom, nom. The aftertaste is the best part, you know.”

Stormfeather made a dismissive noise, but grinned nonetheless. “I’ll take your word for it.”

It was the first proper smile she’d seen on him in months. She’d missed that smile, missed it terribly, and that glint she’d seen in his eyes a moment ago… THATwas the Stormfeather she knew. His resolve was still in there—buried beneath the disappointment and doubt—all it needed was a little spark.

“That’s a good look on you,” Toffee said. “You should do it more.”

Stormfeather furrowed his brow. “Do what more?”

Quietly, she tilted her head towards the window, where their reflections could still be seen. Stormfeather looked, and his own smiling face stared back at him.

“Oh.”

Toffee scooched her chair a little closer, not quite into his personal space. “Tell me about yourself. Have you lived in Ponyville your whole life?”

Something about this mare was putting Stormfeather at ease. She felt familiar, as if he’d known her for years, and there was a genuineness to her that made his heart skip a beat. It was clear that she was interested, but was he really in a place to...

Oh, why the hay not.

Stormfeather cleared his throat. “Yeah, I have. Born and raised. Family’s from Cloudsdale, but they moved here to get away from the city. I don’t mind urban places, though, so I wouldn’t mind going somewhere else. I was thinking maybe about...”

***

“...and then he landed right in the tomato cart!” Stormfeather said.  “Splat!”

Toffee burst out laughing. “Oh, he must’ve been covered!”

“From head to tail!” Stormfeather said, chuckling. “I’ll never forget that sound. All those tomatoes exploding at once… oh, Celestia. I was crying from laughing so hard.”

Toffee grinned. She drunkenly tried to point a hoof at Storm, and only missed a little. “I’ll bet the tomato vendor wasn’t laughing much, though.”

Stormfeather held back a fresh snort of laughter. “Not so much. He started ranting about having bad luck. Something about cabbages, I think? I didn’t catch all of it.”

Toffee hesitated. “Cabbages?”

Stormfeather shook his head and waved a hoof. “No idea. He stomped off before I could ask.”

“Excuse me, friends,” the waiter said, coming over to them. “But we’re closing in ten minutes.”

Both Stormfeather and Toffee blinked as their reverie was broken. They turned to the clock on the far wall, and sure enough, it was almost midnight.

“Geez, it’s that time already?” Stormfeather said. “Where’d the night go?”

“Dunno,” Toffee said, a playful note in her voice. “Mine went just as fast.”

A pause followed, the two of them smiling fondly at each other. Neither of them made any effort to get up, or made an excuse to leave the comfort of the other's company.

“What hotel are you staying in?” Stormfeather asked.

“The one on the corner,” Toffee replied. This was actually true, as she’d been quite thorough in her plan. “Forget what it’s called. Not a bad place, but the beds are too soft for my liking—”

She’d meant that statement to be innocent, but only too late did she realize what she’d actually implied. Now she could only watch with bated breath, her words awkwardly hanging in the air as Stormfeather wrestled with himself.

“You could… come back to my place, if you want,” he said slowly. “I have a rollaway. Might be more comfortable.”

He did not have a rollaway. She’d been on his case to get one for years, but he’d kept putting it off. She knew damn well where this was heading, and she wasn’t sure how to feel about it.

“That a fact?” Toffee heard herself say. “Is it… hard?”

Okay, scratch that. SOME part of her did. The only question now was whether Storm was turned off by blatant sexual innuendo.

A hungriness crept into Stormfeather’s gaze. “Uh-huh. Nice and stiff. Extra long, too. I think you’ll like it.”

Welp, they’d officially entered a bad eighties porno. Fortunately, they were both too tipsy to care about terrible flirting. Even more, Toffee was seeing a drive in him, a willingness she hadn't seen in a long, long time. She stretched her hooves with a hum, trying to mask the excited shiver running through her. “I might just have to take you up on that…”

The waiter wasn’t sure whether to cringe or start laughing. Either way, he dropped off the check and walked out of earshot, hoping the two horny drunks remembered to tip.

Stormfeather’s wings were now trying to fan out. He had to consciously keep them folded so they wouldn’t lock up like he was back in high school. “What say we go and get you settled, then?”

Toffee licked her lips. “Let’s.” She was new to all these sensations, but her body definitely knew what it wanted, and she certainly wasn’t about to object. She watched eagerly as Stormfeather got up and made ready to leave, her eyes drifting down to beneath his barrel, as though she were taking him in anew. His stallionhood was unsheathed and at half-mast, getting bigger and thicker by the second, and already she was envisioning how it would feel inside her—

“It’s not polite to stare.”

Toffee’s eyes flicked up. Stormfeather was actually grinning again, a note of pride in his voice. He took the moment to look over her body, taking in her soft curves, slender legs, and wavy mane.

Toffee felt her cheeks (and nethers) heating up, and threw him a flashing, daring smile. “Like what you see?”

Stormfeather grinned like a starving wolf. Trotting over, he leaned in close, muzzle to ear, and whispered, “I could ask you the same thing.”

She gasped with sudden shock as his hot breath tickled her ear. She wanted to grab him and kiss him right there, but she had a feeling that once things got going, they probably wouldn’t stop. A part of her wondered at how strong the sensations were—all new, similar enough to tease her mind, different enough to leave her with few defenses against them.

“How far is your place?” she whispered back.

Stormfeather took a moment to take a deep sniff of her mane before answering. “Not far. Come on.”

She followed his lead and let him guide her towards the stairs, not noticing the damp spot she’d left behind on the chair. She took her time following behind him, admiring the view as her head swam in a pleasant haze. Stormfeather’s swishing tail was almost hypnotic in its movements, moving in time with his plump, heavy balls. She felt an odd ache, half-hunger, half-clench, deep within her core, along with a subtle warmth that was spreading out to the rest of her, and she realized with a start that she rather liked it.

They left the bar and made their way across town, both of them swaying slightly, just out of sync. The rain had died down a light drizzle, and so neither of them bothered with umbrellas as they trotted down the empty streets. Stormfeather looked back every so often, partly to make sure Toffee was still following, and partly to shoot her a smoldering look or two. Toffee kept responding in kind, and her superior bedroom eyes were making it hard to keep his wings in place.

“Such a nice ass,” she growled after a few minutes. “I just wanna smack it, and squeeze it, and bite it, and—”

Pomf!

Stormfeather’s wings snapped free, taking up the entirety of the sidewalk. It was a good thing that Toffee was behind him, as she probably would’ve got knocked over. As it was, she noticed that it wasn't the only peacock display he was giving her; she could see that his dick was rock-hard as well, slapping up against his barrel with every step, and it was with a snort of eager energy that he sped up his pace towards his apartment.

Toffee snickered, and internally she was split between rolling with laughter and trying to keep her tail from flagging in the rain. She’d had more fantasies about this than she could count, and as far as she was concerned, turnabout was fair play. She couldn’t believe how easy it was to get Storm riled up, though. It was amazingly adorable, but she couldn’t help but wonder how long it’d been for him...

Five minutes later, they were at Stormfeather’s place. He fumbled with the keys while trying to keep his cool, his whole body sweating as he panted for breath. His belly was sticky with splotches of pre, his cheeks were tinted a rosy pink, and he almost looked like he’d done a hardcore workout. Toffee patiently stood beside him, keeping herself a little closer to him than let him—or her—feel comfortable, revelling in it all, trying to conceal her own rising desire. Eventually he managed to get the key in and open the door, and he led her go in first while he awkwardly maneuvered his stubbornly rigid wings.

Stormfeather sidestepped inside and closed the door with a soft click. He turned on the light and spun around, meaning to say something…

...but it never left his mouth, as he found himself muzzle-to-muzzle with a very eager Toffee.

“Shall we?” she growled in a sultry voice, eyes bright and face flushed.

Stormfeather’s reply was to kiss her. He kissed her hard and long, his mouth moving in time with hers, their heads tilting back and forth as they sucked on each other’s lips. It felt like they'd been kissing their whole lives, and just come back to it—like they knew what was coming, and just needed to be reminded. Their belongings dropped to the floor, forgotten, and their hooves roved across each other, groping and grasping. Stormfeather hugged Toffee and pulled her close, the sounds of their smacking lips filling each other’s ears, their heated, frantic pecks evolving into full kisses that let their tongues slide against each other. Stormfeather opened his mouth fully and let her explore him, relishing the blast of hot, damp air that rushed down his lungs, and his stallionhood twitched in fervent approval from the sudden advance.

Toffee’s mind was a hyperactive, clouded mess. Years of pent-up frustration, untold amounts of suppressed desire, all of it was coming to a head now, and in a new body that was sending her feedback of which she'd never quite felt the like. She let out a long, low groan and slipped her tongue into his mouth, licking his teeth, licking his tongue, licking his slippery roof, licking his cheeks. And all the while she was grinding on him, his big, throbbing dick smooshed between them, making both their coats a sticky mess.

Stormfeather seemed to enjoy her aggression—to thrive on it, as if it'd been what he'd needed all along. He pushed back hard against her, the resistance egging her on even more, the two of them fighting for dominance back and forth. Eventually Stormfeather’s last shreds of restraint broke, and with a sudden burst of speed and strength, he grabbed Toffee by the rear, pumped his wings, and sent them sailing across the room to land on the living room carpet.

WHOOSH! THUMP!

“Oof!” Toffee momentarily had her breath stolen by the impact. Now disoriented, all she knew that Stormfeather was on top of her, his wings fully splayed, breathing hard as he eyed her like a piece of meat. His meat. She gasped in surprise as he darted down and started kissing her shoulder, once, twice, thrice, each time moving a little closer to her collarbone. Once there, he started kissing the hollow of her neck, pressing just slightly so it was harder for her to breathe. She arched her neck and stretched back against his exploring lips. He licked and tugged the thin hairs of her coat, pressing his smooth, hard teeth against her exposed throat, causing Toffee to groan again, a deep, guttural noise that came from the bottom of her voice.

Stormfeather could feel the intense vibrations through her skin, tickling his dancing lips and spurring him on to further ardor. He wrapped his wings around her like a cloak, tightly, possessively, and he started nuzzling her all over, rubbing his head over her chest, shoulders, neck, and face. Each twitch, every motion of her body seemed to be signalling him to speed up, to push faster—harder. Occasionally he’d nibble or plant kisses here and there, sending little sparks through Toffee’s nethers, and before long she was thrusting upwards on pure reflex, grinding against his hot, sticky length.

“Storrrrrrmmm…”Toffee said, her voice husky and low. It almost sounded like she was purring.  “Ohhhhh, Stormyyyyyy…”

Stormfeather kept licking, kissing, nipping, covering her coat with wet spots as he moved up and down her body. Down below, his twitching tail would occasionally brush against her heated slit, ‘accidentally’ caressing her outer lips now and again. He’d tease her little nub every so often, as well, lowering his body just enough so that his balls grazed her mound, and every time he did, he was rewarded with her pleasured hiss and an enthusiastic rut right back up at him.

Toffee was awash in the new sensations. She hadn’t even been a mare for twenty-four hours, and she was still getting a handle on the foreign feelings. She felt empty, yearning, incomplete, and the stallion she’d been pining after was currently ravishing her, but not filling her. His dry, warm scent was tickling her nose, occasionally punctuated by hints of his arousal, and it mingled with her own more prevalent aroma, a sweet, heady smell that was absolutely delicious. Her head was pleasantly spinning, both from the alcohol and her lust, and she gripped his head while staring blankly up at the ceiling, her eyes wide and dilated.

“B-Buh…” she managed, her voice cracked and weak. “B-Bedroom…”

Stormfeather didn’t hear. He was too busy with his efforts, his smooches starting to trail lower and lower still. He started nibbling along her ribs, holding her tightly in place as he then went down past that to her toned, trim tummy. He kissed loving circles around her navel, swirling his wet, soft tongue around it, making her hidden abs flex and clench. That tight, spreading warmth inside Toffee was rising, swelling, his lips filling her up with liquid fire, and every soft, sensual touch was fuel to the flames.

Toffee was about to speak again, to tell him she wanted to go further, but then Stormfeather started to move even lower, and her thoughts failed her. She murmured his name over and over as he got to her soaked, silky crotch, and he wasted no time in helping himself to her honeyed bounty. He hungrily tasted her juices, slurping them up messily and heartily, coating his muzzle in her essence and only wanting more. She tasted sweet, almost buttery, and from the first taste he found himself wanting more.

Toffee’s whole body was shaking, from need, from lust, from pleasure, from everything. She started pushing Stormfeather’s head into her crotch, grasping at his mane, shuddering, trying to get him to go deeper. The heat from her core billowed outward, ignited by his touch and blanking her mind to a few simple thoughts, and they repeated over and over, louder and louder...

Storm is licking me… oh gods Storm is licking my virgin pussy… don’t stop don’t DARE let him stop oh please yes fuck me fuck me fuck me fuck me deep deep deeper DEEPER

As if he could read her thoughts Stormfeather wrapped his lips around her drenched labia, sucking on each one tightly, coaxing them to separate and let him get in farther. Gradually they did, spreading like the petals of a flower, and he darted into her passage and started wiggling his tongue in her confines.

“OHHHHHHH!” Toffee wrapped her hind legs around him, desperate for more of his heavenly tongue. He shoved his head in hard, tasting her velvety insides, his muzzle against her throbbing clit and sending bolts of lightning through her thrashing form. On instinct she squeezed down on him, her inner muscles clamping down on their prize, and she felt like there was a bubble of air in her chest, rising up her higher and higher. Stormfeather started dry humping the air, his thrusts forcing his tongue even deeper into Toffee, his cock dripping a steady stream of pre onto his own tail.

Stormfeather continued to attack her fiery core, only stopping to breathe now and again. Every time he pulled out he playfully swirled his tongue around her clit, enjoying the way Toffee tensed up, the way she begged for more, how she kept making those delightfully sexy sounds. Over and over he buried his face in her welcoming pussy, pushing her to a new height each time, the spring in his own belly spurring him on. Her heady juices dribbled down his chin and neck, matting his blue-gray fur to make him look like he’d just drank from a hose, but he didn’t care. He was drowning in her scent, desperate for more of her taste, and he’d never been more turned on in his life...

Toffee wasn’t sure when the first orgasm hit. One minute the pressure was rising, rising, always rising, and then it EXPLODED like a volley of fireworks. Her voice hit a new high as she peaked, a floaty feeling sending her mind soaring up through the atmosphere to fly amongst the stars. Her marehood spasmed wildly around his snout, rewarding him with a fresh wave of juices that he greedily drank down, but even with that, he didn’t stop. He kept licking and licking, his slithery tongue wiggling inside her tunnel, dragging her orgasm on and on until it rolled right into a second. A new wave of fireworks blasted through her, making her arch her back and yell with joy, and the heat inside her was so much that it made her break out in a sweat. Her nether muscles clamped down on his tongue, milking it for all it had, but even then he lapped endlessly at her core, rekindling the flames, building them up so fast that orgasm number three was nearing—

“S-STOP!” she squeaked. It came out louder than she’d intended, but louder was better than softer. “Stop, stop, stop. Please, I n-need a bit...”

Stormfeather’s efforts eased. Reluctantly, he moved away from her crotch, his smug face a soaking, dripping mess. He examined her curiously, noting how her limbs twitched with little aftershocks. He wiped his face with his arm and smirked, sitting back and idly stroking his length while she caught her breath.

“I could eat you out all day,” he growled.

Toffee managed a weak laugh at that. “The way you were going? I believe it.”

Stormfeather stroked himself a little faster, the steady schlick-schlick-schlick in time with Toffee’s pants. “I can’t wait to see how I feel inside you… gonna fill you up nice and full... that tight cunt of yours will never be the same after I’m done with it…”

She wasn’t sure which one of them Stormfeather was trying to keep aroused with this, but either way, it was hot for both of them. She got her second wind and sat up, looking on as he masturbated right in front of her.

“Don’t you dare overdo it with that,” Toffee said sternly. “You only get to cum when your balls are pushed tight against my ass.”

Stormfeather smiled that hungry smile again, his eyes never losing their intensity. “Oh, don’t worry. I’m just appreciating the view.”

He was getting his confidence back, it seemed. That was a good sign. Toffee rolled over and stood up, her mane frazzled, her legs wobbly. “Wouldn’t you rather appreciate it in the bedroom?”

“Quite honestly, I’m fine with fucking you anywhere right now…”

A large part of Toffee’s brain agreed, but... no. She’d had enough escapades to know they’d both regret that choice in the morning. She gestured for him to lead on, and he did so, but not before brushing his pre-soaked tail under her nose. The thick, permeating scent became lodged itself in her brain, and she suddenly found her second wind ready and raring to go.

Toffee followed closely after Stormfeather, pretending like she wasn’t familiar with his apartment. The overwhelming new sensations helped; after the recent rush, everything felt new and wild yet again, the ground, the world unstable. He led her into the dark hallway, past the closet and bathroom, right to the second door on the right. He didn’t bother with turning on the light as he entered, and she watched his dim silhouette head for the large bed in the center of the room. As she walked in her hooves brushed against a few things on the floor—some pieces of clothing, a suitcase, a small pile of newspapers. She couldn’t tell their specifics in the dark, but she could guess their purpose well enough.

Stormfeather was climbing with sinful slowness onto the bed, teasing his tail a bit. He could hear Toffee just behind him, so he knew that—

“EEP!” A sharp, pain erupted on the side of his rump. He whirled around and saw Toffee crouched low, her outline illuminated by the living room light. Her tail was whipping back and forth as she stepped a little closer, her pearly teeth exposed in a grin.

“You’ve NO IDEA,” she said.“How long I’ve wanted to do that...”

Stormfeather’s mind blanked. In whirl of speed he tossed her belly-down on the bed, then mounted her without ceremony. Toffee moaned in delight, feeling his strong, solid weight pinning her down, her rear legs locking in place. She could feel his breath on the back of her neck, his warmth all around her, his desire almost palpable. She was about to start egging him on, her secret fantasies whirling and ready to leap into reality, but then, one final, hidden vestige of her had a last moment of panic. It was a tiny (yet loud) reservation that pointed out how WEIRD this all was, and drunk or not, secret crush or not, bisexual or not, she was acting like a mare when she was really a stallion. Embracing her new body and instincts so readily, with such totality, wasn’t wise, and she should really take a second look at things before—

And then Stormfeather started fucking her.

“YES!” Toffee heard somepony scream. She was left with a feeling of fulfilled triumph as the little voice vanished as quickly as it’d appeared, embracing the knowledge that her tight, hot mound was bulging with stallion cock. “YES, YES, YES!”

Stormfeather’s abrupt entry had pushed her little too far up the bed. He grunted and pulled them both back with a beat of his wings, then thrust again, burying himself deep in her folds. He bit her mane and yanked, hard, and she yelled all the louder, demanding more. He positioned her the way he wanted and kept going, each push making the bed shake and rattle, sliding further and further into her moist depths. He was like a machine as he rutted her silly, pushing with timed, fluid strokes into her willing tunnel, breaking her in and molding her just the way he wanted.

Toffee was an absolute mess. Words failed her beyond basic shouts, and that gnawing emptiness inside her was replaced with delicious fullness. She started pushing back against Stormfeather, her confines taking more of his length, moving in time with his motions. Her squeezing core was a furnace, swiftly heating up from his girth, and she writhed underneath him, desperate for all he had to give.

Wet, fleshy sounds filled the air. There was a particularly loud SCHLICK as Toffee’s cunny swallowed Stormfeather’s medial ring, and he nickered in surprise from nearly losing his balance. Toffee kept him upright, using her body to hold him, getting used to the differences now, and clenched around his shaft, trying to pull more of him in, and before long he resumed his pistoning, sinking further and further, filling her up so good…

And then he was all the way in. Their hips connected as Stormfeather settled properly atop her, his fat, filled balls nestled against her cushy, padded rear. He chewed on the scruff of her neck as their fluids ran down their legs in streams, the occasional twitch from their loins sending shivers down their spines. Toffee felt amazing—warm, stretched, distended, spread apart in the best possible way. Her tongue was lolled out like a dog’s, drooling heedlessly on the bed, and she made soft crooning sounds as she felt him shift inside her.

Stormfeather started properly fucking her at some point. She couldn’t exactly say when. She was in such a state that it was almost like a prolonged orgasm, and right when she was about to come down, he hit some new sweet spot that shot her right back up again. Her ears were filled with the meaty sound of their hips colliding, combined with their labored grunts and gasps. Her body was pervaded with a constant heat, swirling and spiralling around like a top and her mind was caught in the vortex. She squeezed him in lusty time with his movements, tensing every time his penetrated her, and as he gradually picked up the pace, she began pushing back even harder, to the point that he was absolutely pounding her.

Toffee’s cries were music to Stormfeather’s ears, and it was all the encouragement he needed to keep going. Her inner walls were so very soft and slick, enveloping his length in their damp heat, kneading him, trying to coax out his seed. He was bottoming out each time now, and from the way she kept shuddering and tightening around him, he could tell she’d cum more than once.  And yet still she kept moaning, pleading, begging him for more, desperate for him to fill her with his seed.

Stormfeather didn’t even bother telling her he was close. He just started humping her faster, his movements losing their rhythm into the yawning chasm of pent-up need, his nuts swelling up and readying their sticky load. He felt his broad tip flaring, sealing himself inside, and she locked him in for good measure with a mighty squeeze. He could feel it building, primed and ready to fire, and with a violent jerk of his hips...

“AH!” Stormfeather came hard inside her, shooting out load after load of thick, virile cum. He grit his teeth as it he felt it surging down his shaft, erupting out his tip to gush into her waiting womb, and he buried his face in her mane, holding her like a vice as he pumped her full of his essence. Toffee took it all and then some, her impressively deep tunnel drinking up every drop he gave, and before long her stomach looked distended, bloated from his hefty loads.

Toffee howled as the furnace inside her flared one final time in the highest peak so far. His cum felt hot, hot, hot inside her, and she could feel it pooling inside her most sacred place, filling her, weighing her down. Stormfeather had one final surge that was the potent of all, making the furnace inside her flare one final time, and it was then that her legs finally gave out and her world went white.

***

Toffee awoke some time later. It was still dark, and from her admittedly comfortable position she couldn’t tell what time it was. Her head was still foggy from the booze, but from what she could tell she was laying on her side on Stormfeather’s bed, and Stormfeather himself was spooning her while holding her in a feathery embrace. His strong hooves were wrapped lovingly around her as well, and the only sounds she could hear were that of his steady breathing.

If this was a dream, Toffee hoped Luna let her never wake up.

She could barely feel her hind legs, and what she could feel was deliciously sore, like the best kind of workout. There was a warm, heavy glow inside her stomach, though, and the rest of her felt just as good. She adjusted herself slightly to get comfortable, but that’s when a sudden jolt through her pussy informed her that Storm was still firmly lodged inside her.

“Heh.” She fondly rubbed her belly, feeling his cum still sealed inside. “It really was a while, wasn’t it?”

Stormfeather snorted in his sleep and hugged her closer, forelegs and wings instinctively clutching, caressing.

Toffee looked out into the darkness. She wasn’t really in a state to think very hard on what’d just happened, but what she did know was that right now, she was happy. Hopefully this had made Stormfeather happy, as well (as that’d been the whole point) or at the very least, it’d given him the injection of confidence he needed to keep going. She obviously couldn’t say for certain yet, but from the way Stormfeather had been smiling, the way he’d gotten excited like he used to, it certainly gave her hope.

She really wanted to keep that smile on his face. Wanted to keep it there for as long as she could. She’d just proven she was willing to go to impressive lengths to accomplish that, and while she wished could do it as Caramel, if she could only do it as Toffee… was that a sacrifice she was willing to make?

She still had a choice, but she wasn’t sure what to make of it. She wouldn’t, either, not until she saw how Stormfeather was faring in the weeks to come. Maybe then she could make a decision, and if she did, she could then figure out whether to tell Stormfeather who she was.

...but would that undo what she was trying to achieve?