Not*worthy: A Story of Sex and Introspection

Chapters

Twilight Sparkle
Rarity
Cheerilee
Berry Punch
Derpy Hooves
Mrs. Cake

Twilight Sparkle

“So! Um… d-did you grow up in Ponyville, Noteworthy?”

I smile. It’s a slight, teasing thing. “You’re so cute when you’re uncomfortable, Princess.”

The red in her cheeks deepens even more. I drink in the color like wine. I lean forward to plant a kiss on one of those darling cheeks.

“Please!” she says, raising a hoof between our faces. “N-no kisses. Oh… ooohhh…”

I hold in a snicker and retreat a few inches. “As you wish, Princess.”

“Yes… as I wish…” She grins, then gulps. Her head tilts back. “Ooohh-ho-ho… that feels so good, Noteworthy.”

“I hope it does, Princess,” I say quietly, swirling my hoof in the other direction. “It’s just for you.”

“Nnnngh!” Twilight’s bottom eyelids twitch. She stares at the vaulted ceilings of her crystal castle and bites her lip. “So did you grow up here or not?”

“I don’t see why it matters.” I’m still smiling. My eyelids are heavy, though, and I focus on watching my own work.

She’s sitting on her haunches in a tall crystal chair, very much like a throne, while I stand to her right. There’s a large circular table in front of her, surrounded by similar seats, though the crest on her throne clearly designates it as hers.

I watch the muscles in her thighs constrict and quiver around my hoof. Her tightly bent knees keep jerking toward each other, but she bravely pulls them back. I have plenty of room to explore.

“You’re wetter than ever, Princess,” I say. My hoof gently slides upward, where I pause before slowly guiding it back down to where she likes its pressure most. “Are you finally starting to enjoy this?”

“Oh, ha ha.” Twilight takes a moment to roll her eyes before pleasure seizes her again. Her shoulders rise ― “Eep!” ― and a slack smile pries her jaw open. “Ooohh wow! I-I’ve always enjoyed it, Noteworthy. I wouldn’t have let you in otherwise.”

“But it’s different somehow,” I say, pushing harder into her pelvis in slow motion pulses. “You’re asking me about myself. You’re moaning more.”

“Am I? Oh! Oooo!” She shuddered and grabbed my fetlock between her forehooves, stopping me from more movement. “Okay… okay hold on.”

I nod once and pull my hoof away. A string of clear liquid stretches for a moment between the edge of my hoof and the center of her vagina. It breaks, and when the tiny amount of viscous fluid slaps against my leg, it’s cold.

“Whew… wow.” Twilight clears her throat and touches her own forehead. “I still can’t believe I’m doing this at all.”

“We can stop whenever you want, Princess,” I say. “I want to help you relax, not add to your stresses.”

“It is helping!” she says. With a wince, she adds, “Sometimes.”

“Oh?”

Twilight Sparkle sighs. It’s a beautiful, sincere sound. She closes her eyes, and I stare at the vibrant streak in her mane while she talks.

“I’ve never ― hmm. I’ve never thought much about romance, Noteworthy. I’ve always been a busy mare. Scientifically, I knew sex was important to a healthy lifestyle, but… so is friendship, right? And I didn’t think much about that before I moved here.” She opens her eyes and tries to smile at me. She’s too frightened for it to work. “Asking you to… to help me like this was the scariest thing I’ve never done.”

“That’s not true, Princess.” I shook my head without breaking eye contact. “You’ve led a very courageous life.”

She drops her head a little. “Thank you.” She guffaws, looks away, and points at my chest. “See? This is exactly what’s wrong.”

I chuckle. “I don’t understand.”

“You’re so sweet!” Twilight’s head snaps back to stare at me with eyes no less than desperate. “You’re kind and thoughtful and… really cute.”

It’s my turn to blush. I look down. “Please, Princess. Everyone treats you this way. You’re royalty.”

“Everypony treats me like royalty, yes.” Twilight breathes in deeply. “But you treat me like something more. Like a princess.”

“Because you ask me to.” I smile. “Princess Twilight, I don’t mean to criticize you, but… if you really want this to be purely about pleasure and relief, you need to realize that I’m nothing special.”

Twilight gulps. Her eyes dim. “You can’t mean that, Noteworthy.” She starts to shift in her throne. “I’m sorry if I’ve gone too far in some of these… sessions. Erm… like the time I told you to bow to me and… kiss my… ahem.” Her blush had never been so furious. She couldn’t look at me.

“You didn’t actually let me,” I remind her.

“I know. I’m so sorry.” She covers her face. “It was so embarrassing. I can’t stop thinking about it.”

“That’s not good, Princess.” I scoot closer. “You shouldn’t get caught up in what we do together. You need to focus on your duties, right? That’s what you always say.”

“Yes. Yes, of course, you’re right.” She shakes back her mane. “I think we’re done for today, Noteworthy. Thank you, as always, for helping me ― ahp!”

I take Twilight’s hoof in one of mine and kiss it softly. “You don’t need to be embarrassed, Princess. I will do anything for you.” I kiss her hoof again and look up into her wide, wide eyes. “If you’re distracted by what might have been, there is a perfect remedy.”

She shakes her head in minute movements. “No. I can’t.”

“You want it, Princess,” I say. “You want to know what it feels like. We both know you’ll enjoy it.”

“I ca-an’t make you do something like that,” she says. She’s almost laughing. She’s so nervous.

I briefly stand on all fours. “Princess Twilight Sparkle,” I say, and lower myself into a bow. “It is an honor to serve you.”

She gasps before my lips reach her. She freezes up, her back arched against the throne. But she’s watching me; she sees me lower my head, she sees my lips touch the top of her dripping slit. She makes a funny sound, like the scream of someone without lungs.

I don’t move away or rise from my bow. Instead, I kiss her harder. The wetness stains my mouth immediately. I lick my lips, almost on accident. She tastes so good, and I need it like water.

My tongue brushes against the outermost folds. She helps and slams her head into the throne behind her.

I look up, just for a moment. “Are you okay?”

She nods without looking down. We both know if she says a word, she’ll try to stop me. I don’t give her the chance.

I bury my face in Twilight Sparkle. She gasps again, a longer and deeper sound than I’ve ever heard from her. She can no longer keep her knees from buckling toward each other, but my head keeps them apart. The insides of her thighs press against my jaw, my ears, the corners of my eyes. I don’t stop.

My mouth is drinking her. My tongue laps at every new, soft place it finds. My smooth teeth keep bumping into her clitoris. It’s too much for her, and I know it. I try hard to be careful, but her squeezing thighs keep drawing me in. Every time my lip slides above or below her clitoris, she cries out. “Eep! Ooh! Ah!”

I can’t stop now. I begin to tilt my head as much as I can. I chew on her folds, stick my tongue as deep as it can go into the lubricated canal of the princess. She shudders and bounces in her seat.

Suddenly, she digs her hooves into the top of my mane and pushes me into her body. I don’t object, drowning in all things Twilight. I am hungry for her, hungry for the noises she makes and the twitches of her body.

“Thisisamazing!” she breathes at once. She yelps again and laughs. “Oh my gosh! This is so good, Noteworthy! Oohh, I remember the first time you came to the library. I thought you were so handsome, right away. I love your eyes, I love your messy mane… ohhh yes! Keep going! Please, don’t stop!”

I shake my head. It only adds to her pleasure. She squeals and tugs tighter on my head. I can’t breathe. I don’t care. My oxygen is Twilight, my home is in her hips. I lick and lick and bite and nuzzle her for everything I’m worth.

Admittedly, it isn’t much. But it’s enough for Twilight Sparkle.

She lets out the initial ghost of a scream, then bends backward as her thighs squeeze the sides of my head so hard that the skin around my ears pulls painfully downward. I ignore it, wrapping my mouth around her entire treasure, sucking on it while she writhes.

“Ack!” She pushes my head away. I sink under the round table. I watch her squirm, watch her eyelids twitch, listen to her panicked breaths. I can’t stop smiling. My mouth is soaked.

“Guuhh!” She relaxes all at once, crumpling in her throne. Her thighs don’t stop twitching. They’re the only things that move. Her wings cascade over the sides of the throne. For a moment, they are the most beautiful wings I’ve ever seen. I weakly reach out to stroke one. Its feathers are so soft. I sigh on the floor, flat on my belly.

“Noteworthy…” Twilight whispers.

“Yes?”

“Thank you,” she says. “That was… absolutely amazing.”

“I’m so glad, Princess.”

“Are you okay?” She winces. “Was it too gross?”

“Not at all.” I close my eyes with a soft smile. “I loved it.”

“Really?”

“I’ll do that whenever you want, Princess.” I nod absentmindedly. “It was absolutely amazing for me, too.”

“Really? How? It’s so… gross.”

“Not to me.” I breathe deeply. Not as deeply as her. “I think it’s wonderful.”

She coughs out a sort of laugh. Shaking, she sits up in her throne. “I don’t think I’ll ever understand that, but I believe that you’re telling the―”

“You okay in here, Twilight?”

“Gah! Spike!” Twilight sits up too straight. Her wings pull into her sides and squeeze so hard I hear her joints pop.

I lay as still as a statue under the round table. I don’t dare breathe. I’m at the perfect angle for the dragon not to see me. I can only hear his voice, far behind me at the door to the chamber.

“I’m fine!” Twilight said. “Just, uh… just thinking about stuff!”

“I heard you yelling,” Spike said.

“I fell asleep,” Twilight blurted. “Must have had a bad dream.”

“Oh.” I hear waddling footsteps. “Anything I can―”

“Tea!” Twilight screams. “Tea, Spike! I would love a cup of tea.” She shoos him away with a hoof. “Go start it, a-a-and I’ll join you in a moment. Okay?”

Spike is silent. “Ooookaaay…” he finally says. “You’re acting weird, Twilight.”

“Am I? Ha! Ha ha!” Twilight shakes her head. “Everything’s fine. Just ― yaaawwn! ― just still sleepy from that nap.”

“Hmm. All right. I’ll start your tea.”

“Thank yooouu!”

Spike leaves. Twilight smiles and waves to him the entire time. Not until the door shuts does she relax. “Whew! Oh my gosh, that was so close.”

“I’m sorry, Princess,” I whisper.

“Oh, don’t be!” Her face is washed with sympathy. With care. She slides off her throne and lies at my side on the ground. She pressed her body into mine, something she has never done before. She hugs me there from behind. “Thank you so much, Noteworthy. I’ve never felt like that in my life.” She hesitates, but finally asks, “Is that what an orgasm feels like?”

I smile. “I can’t say for sure, Princess. I’m not a mare. But yeah, if it’s anything like mine, I bet that’s exactly what just happened to you.”

“Wow! Wow.” She nuzzles my neck. Her wing reaches forward and barely brushes my side. I am almost immediately erect. “Thank you, Noteworthy. Heehee! I had no idea y-you could even do that.”

“You’re adorable, Princess,” I say quietly.

“Heehee! I’m sorry. I’m sorry.” She backs away. I want to ask her not to, but I stay quiet. She gets to her hooves and fixes her mane. “Okay. You know the best way out. Wow. Ahem.” She helps me to my hooves and gives the most sincere smile I’ve ever seen directed at me. “I’ll write you soon, I promise. We need to go, but… I want to talk to you.” She bites her lip, then quickly kisses my cheek. “I really want to talk to you. Okay?”

I blink. I nod. “Okay.”

She gallops toward the nearest restroom. I am frozen for a moment, but soon enough I turn to leave. There’s a spiral staircase with a window on the rear of the castle. I look at the sun; it has risen halfway over the horizon. I climb out the window; it’s not a long drop to the ground. Nopony sees me. Nopony ever sees me.

I trot to a nearby pump and wash my hooves and face. My erection quells long before I pass anypony else. Saturday mornings are so peaceful in Ponyville. I watch four wispy clouds drift overhead. I sigh, and imagine the blushing face of Twilight Sparkle.

I wonder what the Princess wants to talk about. I’m scared of what the Princess wants to talk about. I remember the first time I met her in the library, too. She showed no interest in me, and I had no interest in her. I rented a book on the History of Jazz in Equestria. It was a good book.

So much has changed since then. I grin and shake my head at the ground. The Princess of Friendship... how would I ever beat that? Not that I need to “beat” it. There is still so much to do with her, so much time to spend together, so many secrets to build hoof in hoof.

So much has changed. My mind goes back to where it all began… and my hooves follow suit. Before I know it, my path is no longer oriented toward my home, but rather toward the commercial district of town. I fight with myself, argue with smiles and snorts, but before I can convince myself otherwise I am knocking at the door to Carousel Boutique… nearly an hour before it opens.

The knock is easy to remember. I’ve done it so many times.

Rarity

“Could it be?”

I hear her voice behind the door before she reaches it. I’m smiling when it swings open. My eyes are half-closed. “Hello, Rarity.”

A slender white hoof wraps around my neck and yanks me inside. We’re kissing before the door closes. After several seconds of wrestling with her tongue in my mouth, I yank myself backward and stumble into a rack of loose fabric.

“Careful!” we say together.

“Please, I’m using those later today,” she continues, pointing elegantly to the cloth behind me. “Do try to leave them out of this, won’t you?” Her smile is coy, excited.

“The door wasn’t even closed!” I say. “What if your sister or her friends were trotting by?”

Rarity stands too straight, clears her throat, and runs a hoof over her immaculate mane. I can smell its perfumed scent where I stand. “It’s early on a Saturday morning, darling. No one of consequence saw us, I assure you.” She resumes a confident stance. “Now do tell, what are you doing at my abode so early on a Saturday, hmm?”

I chuckle once through my snout. “You know what I’m here for, Rarity. Is it still fun for you to pretend it’s our first time?”

“No!” Rarity lunges forward, wrapping her hooves around my head. She kisses me and kisses me, eyes shut tight. I suppress a smile and close my eyes, kissing her back.

She stops for a long breath. “Oh, I needed this!” And she dives back in, sucking on my face. The sensation is familiar, but still exciting. My penis is emerging already.

She notices. “Oooh, my dear colt, not yet!” She flicks its tip with her hoof.

I breathe in sharply through my teeth.

“So sorry,” she says through pouty lips, and kisses me even harder. She’s moaning. I join in with an occasional sound of my own. My voice sounds so low compared to her desperate whines.

“Oh, Noteworthy, it’s been too long!” Rarity throws her mane back, rubbing the back of my neck with one hoof and feeling my chest with the other. She twists her body, rubbing our shoulders together while she whispers in my ear. “Where have you been, darling? With another mistress?”

I chuckle again. “Rarity, please. You know I only have eyes for you.”

She titters. “Yes I do, darling, yes I do. And rightly so!” She leans back and glares at me for a moment. “And if you ever betray me, I swear to Celestia―”

“You’re the one that wants to keep this a secret,” I say with a sad look in my eyes. “If we could only go public, you wouldn’t have to worry about me with other mares.”

“Ha ha! Oh, Noteworthy, you do make me laugh.” Rarity tease slaps me across the face. “You know why I can’t do that! Flirting is part of my job, darling. I don’t want to come across a floozy in the fashion world, do I?” She shakes her head. “No no no, we can’t possibly go public with this, as special as it is. But you do know I love you―” She strokes my cheek. “―don’t you, my dear?”

I nod and lean in, kissing her on the corner of her mouth. “I understand, Rarity. I want your dreams to come true. You deserve every miracle that happens to you.”

“Miracles?” She looked offended.

“Miracles come to the most worthy of us,” I whisper to her, kissing her glistening neck. “You work so hard, your mind is so full of genius ideas… who in the world is more worthy than Rarity?”

“Mmmm… yes!” She holds me close. “Yes, Notey, you understand. You really understand me.”

“I’ll never understand you, Rarity,” I say. “You’re so… mysterious. Enigmatic. You exist on another plane entirely.”

“Yes… yes…”

“You’re in a class of your own. The snobs of Canterlot are miles below you. Your legacy will outlive the Princesses themselves.”

“Oohhh, that’s a good one!” Rarity lets forth a flighty laugh and caresses me all over. “Keep talking, Notey. Keep giving me what I want.”

“It’s not only what you want,” I say in my smoothest tone. I know I have her. “I want to praise you, Rarity. We all do. I’m the only one brave enough to whisper it in your ear, to bury it in your heart. You’re my everything, Rarity. You’re everypony’s everything.”

“Yes!” Rarity grabs both sides of my neck and kisses me hard. “Meet me upstairs,” she breathes past my ear, and gallops away in an instant.

My erection is returning. I crack my neck once, sigh through a smile, and trot leisurely up the stairs to Rarity’s bedroom. I give her plenty of time.

When I push open the door, already ajar, Rarity is lying on her bed in violet, lacey lingerie. Her Cutie Mark is covered in a thin layer of silk, her neck embossed in a sensual choker. All four of her hooves are encased in dark purple leggings. My penis nearly doubles in length.

“I made these for you weeks ago,” Rarity hisses at me. “Why have you made me wait sooo looong?”

I approach her and lean against a bedpost. “May I just stare at you for a moment?”

She giggles. “If you must,” she says, rotating her body to round out her plot. I stare at her swishing tail and notice beads of moisture on it.

“Rarity,” I scold. “Are you already wet?”

She blushes. “What of it? That line about the Princesses was very good.”

“I have better,” I claim, crawling onto the bed.

“Ooo-hoo-hoo-hoo, do you now?” She turns and squints at me. Her upper lip is trembling. “We’ll soon find out, dear colt.”

She throws herself at me. Our kisses are loud and long. She reaches down the bed and strokes her hoof up and down my penis. There’s no subtlety to her desire, no promise of slow foreplay. Rarity wants me, and she lets me know it.

“Get on your back!” she practically screeches.

I flop thusly. Rarity climbs over me, spreading her thighs on either side of my ribcage. She slides herself back and forth over my fur, giggling to herself in a low pitch.

“Are you ready, little colt?” Rarity asks in a breathy voice.

“I am, Miss Rarity,” I say.

“Oh, you’re so young,” Rarity says as she reaches behind her flank, aiming my penis at her gooey, white slit. “You’re so, so young, Notey.”

“I must be a child if I’m younger than you,” I say, breathless.

“Ahhh!” Rarity plunges down, enveloping my entire penis in her body. Somehow I grow even longer at the warmth, the smooth bumps along her insides toying with the end of my dick. She laughs maniacally as she grinds her pelvis into mine, using me to stir inside her. “Yeeessss! Finally!”

“I’m the luckiest stallion in the world,” I say. My voice is high, strained. “To make love to such a perfect mare.”

“You better bucking believe it!” Rarity yells at her ceiling, and begins to bounce up and down, back and forth, sliding my entire penis in and out of her body at a perfect diagonal.

I squirm and lurch beneath her. She doesn’t stop, shouting every time she slides down. “Yes! Oh! Yes! Notey! Notey! Oh! Yes! There!” I love her words. I love the eagerness in her voice. I love the way her mane sways around her horn and above her shoulders.

I can feel the soft curves of her plot hit my thighs every time she descends. It excites me so much. Rarity has perfect flanks. I focus on that feeling. I reach out and hold her body between my hooves.

“Yes! Touch me! Touch me everywhere!” Rarity’s voice is reaching a fever pitch.

“I never want to leave your side!” I say. “I’m obsessed with you! I have posters of you in my house! I masturabe to your picture in magazines!”

“Aaaah-ha-ha-ha!” Rarity screams.

I rub my hooves from her neck to her belly. I look at her eyes. They’re wild and shaking.

“You’re so hot, Rarity!” I call out above her voice. “I want nothing more than I want you! I’m so young, Rarity, but I want you! I’ve wanted you for so long!”

“You’re so damn young!” Rarity bounces, bounces, bounces with her tongue out. Her flanks slap loudly against me. She looks so happy.

Rarity is the oldest of her friends by some margin. I often wonder why it bothers her so much. It’s as if age is a disease, and being liked by younger ponies is the cure.

As soon as I realized this, it was easy to seduce her. I don’t know precisely how long ago it was. I remember being very, very nervous; the most nervous I’ve ever been. My success with her gave me more lasting confidence than I ever had in my life. Our first night together was a high I may never stop chasing. I haven’t yet.

I think again of Twilight Sparkle, of her suppressed moans, of the red in her cheeks. And I’m suddenly struck by a sinking feeling. The Princess is so sweet. Rarity, too, is a very good mare. What am I doing to them? What does the Princess want to tell me? Would the truth break their hearts? Of course it would. It breaks mine everyday.

“What’s wrong, darling?” Rarity asks. She stops moving. Beads of sweat on her brow glisten in what I suddenly realize is candlelight. Her magic has lit several candles around the bed.

I’m startled. “Huh?”

Rarity points between her legs. My penis has softened considerably ― it’s drooping out of her.

“Oh…” I wince.

“Was I… was I not loud enough?” Rarity asks between deep breaths.

“No, Rarity, I… I’m sorry.” I sigh and bring a hoof over my eyes.

Rarity sniffs. “Oh. Oh, I see.” She lets me plop out of her and falls to one side, draping herself over most of the bedspread dejectedly. “I understand. No need to say more.” Her voice tightens with every word.

“Rarity, please,” I say, rising on an elbow. “It’s not what you think.”

“Oh, isn’t it?” She sniffs again, and chokes a little on her own breath. “It isn’t that you find me disgusting, then? That you need to concentrate on some other mare in your mind just to keep it up? And then, as soon as I bore you sleep, as soon as you show your true feelings sans effort, I’m supposed to believe that it’s not. What. I. Think?” She burst into tears.

I swallow hard. Rarity presses her face into the mattress, crying hard.

“Rarity… that isn’t true,” I say softly. “It isn’t that at all. I wasn’t falling asleep.”

“Oh, wonderful, then!” She bawls. “In your waking hours, the effort to imagine me as desirable was just too much strain!”

“No. It’s not that, either.” I take a deep breath through my nose. “I don’t feel worthy of you, Rarity.”

“Pshaw!” Rarity rolled her eyes so hard I think they might unscrew and drop out of their sockets. “You can drop the act now, darling. I’m not stupid, you know. I realize all those things you say are just to make me happy.” She pokes at the lingerie around her waist. “No need to pretend now. We’re both fooling me. I’m too old to be sexy.”

I shake my head. “I’m not pretending anything. Just now? I was thinking about how disappointed you’ll be in me someday. How bored you’ll get.” I drop my chin closer to the bed. “I’m not worthy of you, Rarity. None of this is an act. I know you think it is, but… you are a beautiful, intelligent, sexy, interesting, attractive mare, and I’m just… me.” I gesture to myself with a bland, blue hoof. “I’m not famous or talented or charming. I don’t know how this happened between us, really, but I know how lucky I am.” Tears jump to my eyes. “And I can’t help but wonder how long that luck will last.”

“Oh, Notey! Darling colt!” Rarity sits up instantly. The tears on her cheeks are dry when she holds me, nuzzles her cheek against mine. “I had no idea, darling. You should have told me.”

“I’m sorry,” I say. My mind races, connecting dots. “That’s why it’s been so long since I’ve come by. I’ve been so nervous that you won’t want to see me. That one day you’ll pretend we don’t even know each other.”

“No, my darling, no!” Rarity hugs me tighter. “Never! Notey, I must be honest, you are not my sole escort. I’ve known a number of lovers over my… years.” She suddenly nibbles on my ear. “But you? You are charming, my dear. You’re sexy and exciting and very complimentary. You make me feel sexy and young and… how did you put it?”

I smile. “Beautiful, intelligent, sexy, interesting―”

“Mmmmm…”

“―attractive, famous, delicious, irresistable―”

“Yesss, yeeeesss…”

I swiftly turn her onto her back. She gasps.

“―soft, fragrant, noble, tight―”

I push inside her. She cries forth another high, warbling laugh.

“―noisy, dirty, lovely, perfect―”

“Do me now, Notey!” she whisper-yells. “Do me fast! Oh, please, take me here!”

I keep rambling compliments as I begin to move my hips, holding myself above Rarity’s growing smile while I thrust again and again into her hungry pussy. She’s laughing, screaming, nodding, moaning. I love every second of it, and count my lucky stars.

A minute of intertwined pleasure later, I yank myself out from deep inside her and cum. It doesn’t go very far, pooling on her belly just above her clitoris. She wiggles and squeals regardless, even as some drips onto her bedcovers.

“Sorr―” I try to apologize.

Rarity pulls me close. I wince as my own cum squishes between us, but her delighted laughter and warm embrace is enough to rescue the moment. I lean into her chest and breathe easy as she kisses the top of my head. I feel her magic playing with my tail.

“It was wonderful, Notey,” she whispers softly. “So wonderful to have you back.” She sniffs again, but continues in a happy voice. “You need never worry, darling. I will always be here for you.”

I nod; my cheek feels the soft fur of her immaculate chest. “Thank you, Rarity.”

We quickly bathe together in her astounding bathroom. She’s playful. She tries to hide her face when her makeup comes off, but I make her kiss me instead and tell her how beautiful she is. It’s no lie: Rarity looks amazing in any light. Still, she is eager to reapply her makeup, and I wait in her room while she goes downstairs to make sure nopony is waiting at the door.

I listen from the stairway. I don’t have to try very hard. Rarity opens the front door with a loud, “Aaahhh, Sweetie Belle! Shouldn’t you be on your way to school?”

“Uhh, it’s Saturday, Rarity.” Her little sister’s voice makes me nervous. She sounds like she owns the place. “I want to spend the day with you!”

Rarity’s silence is a little too long. “Oh! Well, wonderful! Let’s go off to Sugarcube Corner then and have some breakfast, hmm?”

“Really?” Sweetie Belle’s voice cracks. “You mean it? You don’t have any important projects today?”

“Ehhh, well… yes, I do,” bumbles Rarity, “but they can wait for a few hours, don’t you think?”

“Yay! Wait… what about your store?”

“We’ll open in the afternoon!” Rarity laughs awkwardly. “Now come along, Sweetie Belle, we ought to hurry or there will be a line.”

They leave together and I hear the door close. I wait: all is quiet downstairs. With a sigh, I descend, and check myself in one of Rarity’s many mirrors.

I am immediately disappointed. Compared to the mare I just bedded, I am nothing less than a monster. Pole-straight limbs with no sign of muscle like unto the powerful Macintosh. Messy mane hiding no horn like unto the local doctor. A bare, blue back sporting no wings like unto the handsome Thunderlane.

I didn’t lie much to Rarity. She really is beautiful, smart, and sexy as heck. The worst lies came from her: I’m not charming or honest or special at all. I’m not worthy of Princess Twilight or Rarity. I’m not worthy of any of them.

The guilt returns full force. I feel sick to my stomach. But fortunately, Rarity’s little sister had planted an idea in my head.

It is Saturday: school is out.

I know just where to go to mask my guilt in pleasure.

Cheerilee

The schoolhouse, normally abuzz with action, looks abandoned. There are no foals on its playgrounds or chasing each other in its field. No flag flies from an empty pole. Its tall windows are dark, blocked by curtains. Trotting by, it seems entirely empty.

I know better.

I climb a few white steps and stand under the canopy. I knock. There’s no secret knock here; I know she’ll come to see who’s there.

The sun is rising in the sky. The canopy’s shadow creeps down the door. I knock again.

Cheerilee opens it moments later. For just a moment, she wears the smile of a curious teacher. As soon as our eyes meet, that smile drops to an exasperated gape.

“Noteworthy?” Cheerilee asks in a hushed voice. She peeks around me. Very few ponies are in sight, and none of them are paying attention to us. “What are you doing here?”

I shrug. “I thought I’d come see my favorite teacher.”

Cheerilee’s eyelids droop halfway down her eyes. “Oh, yes, of course, ha ha.” She moves to close the door. “I’m sorry, Noteworthy, I’m very busy. Now’s not a good time.”

I stop the door with an extended hoof. “Cheerilee. I’m sorry for barging in. I’m not here for… anything special.” I smile gently. “I’m just having a weird day. Is there anything I can do to help?”

Cheerilee’s eyes narrow. They scan me, up and down and up again. “I could use a hoof,” she says. “Just… no funny business, okay?” She steps aside and lets me in. “I’m not in the mood.”

“I understand,” I say.

She shuts and locks the door behind me, and we trot into her classroom side by side.

“What are you up to now?” I ask, eyeing the room’s many decorations. “Looks ambitious.”

“Ha! Yes, well…” Cheerilee continues to her desk where she resumes cutting something out of a large piece of silver construction paper. “I do love my students.”

“I know,” I say. On a whim, I wink.

Cheerilee slams her hooves on the desk with a groan. “Please, Noteworthy, not today. You were never a student of mine.”

“Eehhh…” I tilt my head back and forth.

She finally breaks. She giggles. I watch her ears move with the laughter. It’s one of my favorite things about her.

“Oh, stop it.” She waves a hoof at me. Her entire mood is different in one instant. We’re friends.

“Sorry. What can I do?” I look at the materials spread on and around her desk.

“I need to hang these stars in constellation patterns around the room,” says Cheerilee, pointing to various corners of her large classroom. “I want the Ursas over there ― the front of the room will be north, see? ― so Capricorn goes over there…”

For an hour, I help her. I hold a ladder steady, or else arrange the stars myself. She directs me in everything. Her voice is so effortlessly cheerful. Every time I look down from the ladder, I see her staring at my flank. She tries to look away quick enough for me not to notice.

We hang Draco and Orion. The stars stick to the wall with tape. Some of them hang from the ceiling by different lengths of string, spinning lazily in perfect patterns.

“This is really impressive, Cheerilee,” I say when Scorpius is finished.

“Thank you,” she says with a smile. “It took a long time. And, honestly, I’m glad you dropped by. This would have been a pain all on my own.”

“We’re done, then?” I ask.

“Almost! Aquila’s next, uhh… somewhere over there.” She jabs a hoof at a wall, checking her desk for specifics. “And then you can go. Thanks for stopping by.”

“You won’t leave with me?” I squint a bit. “Nopony would think twice about us leaving the schoolhouse together. They have no idea.”

“Hmmm. Thank Celestia.” She shot me a coy look and returned to her star map. “No, I’ll stay here for a while longer. I have lots of homework to grade.”

“Why not grade it at home?” I ask. “I can walk you there.”

“Please stop.” Cheerilee swallows dryly. “You know very well why I can’t do work at home.”

“Ah, right.” I nod. “Sorry. I forgot.”

“My sister is so annoying,” Cheerilee whines, closing her eyes in anger. “She’s loud and disrespectful and infinitely distracting.”

“I thought she was leaving after a month?”

“That was the plan!” Cheerilee guffawed. “But it’s nearly half a year now and she’s still just bumming on my couch. Why doesn’t she just get a clue?”

“Why don’t you just ask her to leave?”

Cheerilee grimaced. “I wish I could, Noteworthy. I’m afraid that, in real life… I-I’m not very aggressive.”

“In real life.” I laugh. “I get it.”

“You ought to.” She shakes her head at herself, though she’s smiling. “You’re the only one that ought to.”

“I know you’re trying not to talk about it,” I say in a low voice, “but I have to say, Cheerilee: that night with you was the best I’ve ever had.”

Cheerilee bites her lip. She blows air through her snout. For just a moment, I’m afraid I’ve gone too far, that I’ve really upset her.

But then a smile pulls at the corner of her beautiful mouth, and without raising her head she looks at me with those soft green eyes. “Which one?” she asks.

I smile back. “All of them,” I say. “But especially the night we had here.”

“Ugh.” Cheerilee turns away, laughing softly to herself. “That’s so embarrassing.”

“It was fun. You had a blast.”

“So did you, I hope.”

“I did.” I took a step closer to her desk and whispered, “Do you still have it here?”

Cheerilee whipped around with an exasperated expression. “What!? No! Heavens no, Noteworthy. Goodness, you think I’d keep that here? Where my students could find it?”

“They wouldn’t know what it was!” I said.

She raised her eyebrows. “You’d be surprised. I often am.” She shuddered. “The things I hear some kids say at recess…”

“We’re all pervs on the inside,” I tease.

“I’m not a perv, Noteworthy,” she said. She paused. “And neither are you.”

“Thanks,” I say. “I hope not.”

“You’re very sweet.” She looked up at our work. The room was dim, and the silver stars shone all over the walls. “You didn’t have to do this. It was very nice of you to help.”

“I like spending time with you, Cheerilee,” I say. “You’re beautiful.”

She coughed loudly. “Whoa. Don’t you mean ‘nice to be around’ or something?”

I shake my head. “That’s true, but it’s not what I meant. You really are beautiful.”

Her entire snout turned a redder shade of burgundy. “Well. That’s certainly forthright.”

“You don’t hear it enough,” I say, touching her on the nose, “judging by your reaction.”

She lifted a back hoof, but didn’t step away. She let me run my hoof along the bridge of her snout. She closed her eyes.

With a sudden harumph, she turned away. “Not today, Noteworthy,” she said breathlessly. “I told you, I’m not in the mood.”

“I wasn’t, either,” I say, “until I saw you staring at my butt.”

“Guh! Excuse me?”

I smirk. “I saw you watching me on the ladder. What, have you never noticed there are two quavers in my Cutie Mark before?”

Cheerilee’s jaw juts forward. She shakes her head slowly.

I raise one hoof above my head. “Teacher? If each quaver has two notes, how many notes are on my flank in total?”

“That’s something the teacher would say, not the student,” Cheerilee snaps. Her irises shrink and she drops her face onto her desk. “Sweet Celestia, what am I saying?”

“Teacher! Something’s happening to my body.” I offer an innocent expression. “Please, can you help me understand what’s wrong?”

“I’m such a freak,” Cheerilee grumbles. “I’m such a disgusting freak.”

“You’re not a freak,” I said, touching her shoulder. “You’re my favorite teacher.”

She slowly raises her head and faces me. Our muzzles are inches apart. I can feel her breath on my lips; her mouth is hanging barely open. We move even closer. There are no other sounds but her trembling breath. My ears feel hot, and I watch her stare at my mouth for a long time.

“You’re making me tingle all over, teacher,” I whisper.

“Nngh. Fine.” Cheerilee rears up onto her hind legs, grabs me between the ears with one hoof, and shoves my face into her crotch.

“Mmff!” I pretend not to know what to do. “Teacher!” I say.

Cheerilee bends over to whisper in my ear, “Safe word same as last time?”

I nod. My snout rubs against the outside of her vagina. She breathes like she’s just gotten into cold water. She reaches her forehooves back, still standing, and steadies herself on the desktop. I use my lips and tongue to play with her privates.

“You’re doing great down there,” she says in an uneven growl.

“But I don’t know what to do, Teacher,” I say into her folds.

She moans. The first hints of moisture join my searching tongue.

“You’re a natural,” Cheerilee grunts. “Go faster. Do it faster.”

I speed up, licking up and down between erratic kisses.

Cheerilee kicks open a drawer in her desk and reaches for something within. I see its shape out of the corner of my eye, stuffed between two full manila folders.

“I knew it,” I mumble into her pussy.

“No talking in class!” Cheerilee shouts, slapping my head between my ears.

I whimper and continue my feast. There’s something I love about eating out a mare.

“Yes! That’s it, right there. Nibble on that some more.” Cheerilee is breathing quickly. “That’s called the clitoris, Noteworthy. Do you know what the clitoris is?”

I shake my head.

“Oohh! It’s the center of my pleasure.” She strokes my head. “You want to make Teacher happy, don’t you?”

I nod.

“Good. Turn around.”

I open my eyes wide and look up at her pathetically. “What?”

“Turn around, damn it!” She grabs me under the jaw and throws me to one side.

I topple to the ground, then scramble to my hooves. “T-Teacher, what are you doing?”

Cheerilee loops it around her waist. It buckles behind her, tucks between her legs, and cups over her groin. Its most obvious feature is a long, dark green rod. Just the sight of it makes my insides hot.

“Oh no…” I wheeze. “Teacher! Teacher, please!”

“Quiet!” she barks. She angles herself behind me, reaches over my back, and pushes my head toward the floor. “You’ve been a very bad student.”

“I-I have?” I stammer.

“Disrupting the class―” Cheerilee lifts my tail and rubs the tip of her rubber shaft between my plot cheeks. “―pulling the fillies’ manes―” She squeezes the rubber with a grunt, and a line of lubricant squirts under my tail. “―calling me names behind my back!” In torturously slow movements, Cheerilee uses the fake penis to spread the lubricant around my anus.

“No, Teacher, please! I-I didn’t mean any of it!” I sob; I choke on my own gasps. “Please, please, I’ll be good! Don’t do it, Teacher!”

“You’ve already made your choice, Noteworthy.” Cheerilee’s voice has changed completely. “I’m gonna teach you how to grow up and finally be a stallion.”

I bend my neck to look in her eyes. She looks angry, excited, and fierce. I gulp. I try hard not to smile.

“Augh!” Cheerilee thrusts forward. The thick rubber pushes an inch into my colon.

I shriek and turn my head to the ground, slamming my forehead into the floor. “Ow! Ow ow ow ow!”

“Shut up!” Cheerilee pulls out completely, then rockets her hips forward again with a “Grrr!” She’s standing on her hind hooves, holding herself up with one hoof on my ass, pulling my tail skyward with the other.

“Gosh freakin’...” I clench my teeth as the rubber slides deeper. I like Cheerilee―I really do―and seeing her let loose like this really turns me on. On the other hoof, I am not into butt stuff, and the pain of her strap on is almost unbearable. Still, something about it feels good, and my penis stiffens as she moves in and out of me.

“Oh yeah, oh yeah…” Cheerilee grunts. I hold in a chuckle. She’s so adorable, but I don’t want to ruin her fun. “Take it, Noteworthy. You deserve this.”

My desire to laugh fades immediately, replaced by a shiver deep below my sternum. “I deserve this…” I repeat quietly. This is why I came here.

She’s taking it slow. I’m grateful. Cheerilee breathes hard while she gyrates back and forth, loosening my asshole in preparation of what’s to come. I already know her game; I know what she likes. Soon enough that rubber rod will be nothing but a dark green blur. I swallow hard and say it again: “I deserve this.”

“That’s right. Take it.” She leans into me. “Take it all.”

“Ooooo! Ow! Ow ow ow!” I wince. “Orange peels! Orange peels!”

Cheerilee pulls out instantly. Her voice rises to its regular pitch. “I’m sorry! Was that too much?”

“It’s okay,” I say. My voice is even higher pitched than hers for a moment. “I’m okay. Give me a second and you can go back in.”

She nods. “I’m sorry―”

“Don’t be. It’s okay. Just… hold on.” I take several deep breaths. I close my eyes. I imagine a different face behind me… but that only hurts worse. I eject that face from my head like a clay pigeon and search my imagination for another solution.

Finally, I get a weird idea. I laugh a little.

“You ready?” Cheerilee whispers, already pressing the dildo to my pulsing anus.

“Yeah.” I nod, eyes shut tight. “Yeah, do it.”

“You really do deserve this, Noteworthy,” she says, her voice resuming a lower tone while she mashes the rubber back into my colon. “You’re such a bad, bad pony.”

I pull my head back. “Yes! Yes, I’ve been simply terrible! Take me hard, Cheerilee!”

“Raaaugh!” Instantly, she revs up the speed. She doesn’t go all the way in, but she yanks and thrusts the lubricated rubber in and out of my body like a steaming piston.

I feel my skin ripping slightly, but I don’t complain. I make a lot of noise. I pretend my coat is white, and that locks of violet hair are bouncing around my face. “Yes! Yes! Yes! Oh! I deserve this! Give it to me! Aaahhh, more! Harder!”

Rarity has asked me on numerous occasions for anal sex. I always deny her. There’s something about it that makes me very uncomfortable.

“Yes! I love it! I love it in my ass! Harder, Cheerilee! Faster, Teacher, Faster!”

It helps to have a vivid imagination in moments like these.

“Gaaaahh!” Cheerilee is absolutely roaring. It’s invigorating.

“Oh my… oh my! Oh sweet Celestia! I’m gonna cum!” My eyes fly open. I’m Noteworthy, and I’m cumming. “I’m cumming!”

My rock hard penis spews its load onto the classroom floor. It shoots down in long, fast streams, splashing between my hind hooves.

“Ooohh-ho-ho-ho!” My eyes are twitching. My ears are pressed flat against my head. “Oh wow oh wow oh wow oh my gosh oh my gosh oh wow…”

It feels amazing. The ejaculation stops, but the orgasm lasts while Cheerilee continues to pound my ass. For a moment I want more, and then the chemicals fade from my brain and my blood and I’m suddenly screaming, “ORANGE PEELS!”

Cheerilee complies immediately. She pulls out and stumbles backward, collapsing onto her haunches. She’s sweating from her brow, breathing hard, eyes unfocused.

I roll to one side to avoid my own cum and land hard on my ribs. It doesn’t hurt nearly as much as my anus does. I grit my teeth and breathe slowly. The worst of the pain passes soon enough.

“I’m… sorry… if that… was too much…” Cheerilee pants, pressing her hooves into her temples.

I manage and smile and shake my head on the ground. “No. It was great, Cheerilee.” I hiss from a bout of pain. “It was exactly what I needed.”

“Yeah… me, too.” Cheerilee’s smile is wide and genuine. “Ahh! My goodness, Noteworthy. You can really take it.”

I chuckled and struggled to my hooves. I backed up and sat upright next to Cheerilee. I leaned my head on her shoulder and smelled the sweetness of her mane. “It hurt a lot,” I admit.

“Too much?”

I shook my head. “No. You didn’t hurt me. I would do it again.”

She laughed and rested her head on top of mine. “Someday, Noteworthy. Not soon, but… someday.”

“Would you ever want to switch places?” I ask.

She sighs. “I don’t think so. Would you?”

“No.” I nuzzle her neck. “I was just wondering. I don’t want you to hold back.”

“I don’t. That’s exactly what’s… so fun about this, I think.” She hums as I kiss her neck a few times. “You make me feel like I can do whatever I want. Without shame.”

“Good. That’s exactly my intent.”

She puts a hoof around me. “You’re a good pony, Noteworthy.”

I frown. “Don’t ruin it.”

She laughs, and I pretend to laugh along.

Berry Punch

I clean up in the colts’ schoolhouse restroom. My anus stings. My insides feel bruised. I haven’t slept in far too long; there are dark blue bags under my reddened eyes. Some unidentified emotion is stirring deep inside me, but I completely ignore it. I’m too tired, and today’s been pretty good, all things considered.

The sinks in the colts’ room are low to the ground. The warm water hardly flows at all from the faucet, so I open the cold valve all the way. I wash my face of natural lubricant for the second time. I feel like it should be gross, but it’s not. I really like eating mares out.

I stare at myself in the mirror. The greenish tint in my golden eyes has always disappointed me. Green eyes are beautiful, like Cheerilee’s and Applejack’s. Golden eyes are pretty too, like Lyra Heartstrings or even Derpy the mailmare. Mine are somewhere in between, like florescent puke. I hate them.

The water runs over my hooves while I study my own face in the glass. I look so tired. I’m not smiling, even when it feels like I am. I sigh. I blink several times.

I twist the knobs around the faucet and listen to it drip. As soon as the coldness of the water subsides, I’m reminded of the pain in my rear. I grind my teeth together briefly and hobble out of the restroom. I deserve it. I deserve this.

Cheerilee is at her desk in the classroom, grading papers. Her face is glowing; she’s smiling even before she knows I’m there.

I poke my head into the room and knock on the doorframe. “Hey.”

“Hey!” She smiles wider. “Everything okay?”

“Yeah.” I jerk my head backward. “I think I’m gonna take off.”

Cheerilee’s smile fades. “Oh?”

“I’m sorry. I’d love to stay and be with you.” I clear my throat and point to my own eyes. “But I need to sleep. I hadn’t had the best schedule lately.”

Her face falls even more. “Oh…” I watch her tongue the inside of her cheek before she says, “Um… can I ask you something, Noteworthy? Really quick, before you go.”

“Sure.” I take a step into the classroom.

She winces. “I know it doesn’t matter… and I really shouldn’t be asking, it’s none of my business.”

“Just say it.”

Briefly, she bites her bottom lip. “Am I… am I the only one you do this with? Or are there―mmm―other mares in your life?”

I smile very gently. My eyes are locked with hers. “It’s just you, Cheerilee,” I say.

She takes in a light breath. “Really?”

“Really.” I close my eyes. “I’m sorry, I really have to go. I’m falling asleep standing up.”

“Oh! It’s fine. It’s fine.” She quickly trots to me from behind her desk. “I’ll just, um… I’ll just finish up here, and, uh…” She smiles. “I’ll see you later?”

“I certainly hope so.”

She kisses me. Very softly. Right on the lips.

“Cheerilee!” I’m surprised, but I say it softly.

“Thank you, Noteworthy,” she says. “I loved it.”

I grin lopsidedly. “Me, too.”

She giggles. It’s so young, so foalish. She clears her throat, fixes her mane, and trots back to her desk. Her dimples are showing.

I leave the schoolhouse. Nopony notices me. Nopony ever notices me.

But I don’t go home. I’m hobbling, limping, grinding my teeth. The pain is intense. She must have gone easy on me last time; this isn’t the worst pain I’ve ever felt, but it’s certainly the most annoying. I need to numb it. That’s the only thing I can think, over and over. I need to numb it before I go home.

The solution is too obvious. I roll my eyes at myself for even considering it. But I’m really not good at ignoring ideas. There’s only one thought, one beautiful face I can chase out of my head every time. Other impulsive ideas might as well be doctrine. I’m terrible at redirecting myself.

So I find myself trotting unstably to Ponyville’s poorer districts. I take a left around a duplex, a right past a row of small apartments; my head keeps drooping from exhaustion, but the pain in my colon pulsates with a constant reminder that I will not sleep well, if at all.

The sun is shining high. It must be just past noon. I wonder if she’ll even be home.

I reach a three story home. It must have been quite nice once; now it’s divided into three mangy apartments, one per level. The grass around it is uncut and the roof is very saggy.

I sigh again, longer than ever. I glance around, but there’s nopony on the street this bright Saturday. So I crack my neck and ring the middle bell.

A window opens above me. I back up a little and glance up.

She’s squinting down at me. Her dark pink mane is messy, her light plum coat unclipped. Her eyes, squinting hard, are on violet on red.

I manage a bored smile. I wave up to her.

She sighs and drops her forehead in the crook of one foreleg. The other flops out the window and waves for me to come up. Then she retreats into her dark abode, slamming the window shut along the way.

I can’t help but laugh. I open the door to a narrow hallway and climb the stairs at the back. They take me to her landing, where her apartment’s front door is already open. I step into its darkness and shut the door behind me.

“So dramatic, Berry,” I say before I see her. “You didn’t have to let me up.”

“I know,” she drones from another room. “But I’m -hic!- horny.”

I stumble through the dim front room, littered with pizza boxes and plastic sacks full of garbage. My hoof hits an empty glass bottle, which rolls past her couch and clinks against more glass.

“What time is it?” I ask.

“I have no idea.” Berry sniffs loudly, guiding me into her tiny bedroom. “Sun’s up.”

“Excellent observation,” I say.

“Shut up.”

“I’m not judging you,” I said. “In fact, uh… I could use a drink myself.”

“Oh?”

I’m in her bedroom now. Curtains block all sunlight, and somehow it’s even darker than the front room. My eyes find her outline eventually. She’s curled up in a stiff wooden chair next to her own bed. There’s a wineglass in her hoof.

“I, uh… I stubbed my hoof pretty bad this morning,” I say. “It won’t stop hurting. Mind if I have a drink?”

“Drink up.” Her silhouette points to a nearby dresser where two tall bottles stand side by side. “One’s empty. I dunno -hic!- which.”

“Thank you.” I trot closer to her and reach for the wine. “I owe you one.”

She leaps up from her chair, glides around me like a cat, pushes my hindquarters with a strong hoof, and yanks my tail so that I spin around. I yelp, and end up sitting in her wooden chair with my legs spread wide and dangling to the floor.

“Ouch! Dang it, Berry…” I hiss. “I told you, I’m in a lot of pain.”

“Shut up.” She knocks one of the wine bottles into my hooves. “Start drinkin’.”

I catch the bottle and raise an eyebrow. “Can I have a glass or…?”

“Just drink it.” Berry drops to her belly right in front of me and arches back so that her face is in my crotch. “Ohhh yeah…”

“Oh, come on, Berry, let a stallion―hwup!”

She grabs the tip of my penis between her forehooves and stretches it out to its full, floppy length.

“Whoa! Ow!” I reel down at her. “Berry! What the heck?”

“Shhh… drink.” She dips her muzzle under her own hooves and licks my penis from my balls all the way to the tip.

Blood flows into it immediately. She doesn’t have to pull so hard. I shudder, roll my eyes, and take several liberal gulps from the sloshing bottle. “Hmm… this is actually pretty good.”

“Was a gift.” Berry doesn’t put on any sort of voice. She drones everything she says, even while she licks the side of my growing cock like a popsicle.

“Jeez, Berry, just get in there, why don’t you?” I shiver from hooves to ears and drink more wine. It’s sweet and warm and I can feel it falling into my stomach. “Sitting up is weird…”

“Makes it easier.” Berry runs her left hoof up and down my erection while her lips bathe its opposite side in wet kisses. She listens to me react with little whines, then switches sides. When my dick is as hard as it’ll get, she grabs its base between both hooves, nearly pinching my balls, and closes her lips over the tip.

“Whew!” I shiver again. “Ah ah! That feels really good, Berry, but augh! Be careful! It’s sensitive!”

She ignores me completely. Her tongue twirls and slides along the underside of my dick while her smooth teeth bump back and forth over the edge of the glans. She’s gentle, but it’s somehow very scary.

“Eegh! Urrgh!” My hips bounce off the wooden chair involuntarily. My penis pops deeper into her mouth. “Hey! Please, I’m here to feel less, not… whoa!”

She swallows my penis, pushing her lips all the way to my balls. She gags and moans and stays there for several seconds, squeezing her throat around the tip, before backing up and letting go with a loud smack. “Ahhhh!”

“Berry Punch!” It’s like an expletive. “What was that!?”

“I’ve wanted to do that -hic!- forever,” she says. “I’m jus’ fine’ly drunk enough to try it.”

“Well… be careful, seriously.” I shift in the seat and bravely take another long swig of wine. “There’s no need to try and impress me-heeee-heeee!”

She’s at it again, burying my cock in her throat, wrapping her tongue as far up and around the shaft of my penis as she can. She pulls back, but doesn’t let me leave her mouth, moaning louder as her lips play with the front half of my penis.

I’m squeaking. My back hooves are twitching, my forehooves latch onto the wooden armrests. I look at the black ceiling and breathe deeply while she sucks on my dick, sliding her mouth over its smooth surface again and again and again. I feel spit drip back onto my balls. My veins are pulsing in her mouth, and I wonder if she can feel it.

Her hooves feel the insides of my thighs, then reach around and stroke my Cutie Marks. I yelp again as my eyes roll back in my head.

Berry releases my dick from her mouth and climbs on top of me. I’m inside her before I know it. She does all the work, sliding her pussy up and down my long blue cock in the darkness. She barely makes any sound, grunting every now and then. I can’t see her expression; I assume there isn’t much of one.

It gives me time to think. She doesn’t expect anything of me. She had been completely honest: she was horny. The smell of alcohol is everywhere, and I wonder if she’ll remember this encounter. It didn’t matter much. The wine is reaching my head, and the soreness in my rear had subsided.

Sex seems to be the answer to everything. As Berry Punch rides me in silence, my mind races an infinite track, like the moments before falling asleep. Perhaps that’s exactly what’s happening: in the darkness of her apartment, I can hardly tell if my eyes are open or closed.

The answer to everything… I feel lonely, so I go to Twilight. I feel nostalgic, so I go to Rarity. I feel guilty, so I go to Cheerilee. I feel sore, so I go to Berry Punch. Have I really strung out this much of a web? Have I found a mare for everything?

Everything but happiness, I realize. There’s only one mare for that, and I certainly haven’t caught her by any definition. It shouldn’t matter. Seeing Princess Twilight’s blush, receiving Cheerilee’s smiles and kisses, helping Rarity see a truer reflection of her wonderful self… these things make me happy, right? They make me smile. They make me feel. How many mares is enough? How many cures is enough?

Am I sick? I’m starting to feel like it. I’m really not one for alcohol, especially not guzzling gulps from the bottle. At least my asshole stopped hurting… and Berry stopped moving…

I blink back into reality. Berry has collapsed on top of me. Her mouth is in my ear, her forelegs drape limply at my sides. Her breath is slow and even.

I swallow hard. Carefully, I use my hind hooves on the ground to push the wooden chair backward. It shifts enough for me to drop out of its seat, squatting instead on the floor. Balancing Berry on my shoulder, I awkwardly pull myself out of her pussy, wriggle sideways to my hooves, and lift the poor mare into bed.

I can’t help it. I tuck her in. She shows no sign of waking up. I gather a few empty bottles around her room and add them to a plastic bag. I sling three full bags over my back and leave the apartment very quietly, taking them to the large receptacle across the street. The sun is incredibly bright and I grumble while throwing the garbage away, then grumble some more as I make my way home.

I’m not quite drunk yet, but my vision is blurring. I hurry through the back roads, farthest from the center of the city where most ponies spend their Saturday. I reach my little abode at the western edge of town and stumble inside.

My legs are shaky. I feel like I’m going to throw up. I don’t give myself the opportunity. I make my way through my empty house to my own tiny bed. There are no crystal thrones here; no racks of cloth, no constellations, no bottles or bags or pizza boxes. I have almost nothing, and absolutely no one.

I drop my face into my pillow and instantly fall asleep.

I dream, of course, of wings.

Derpy Hooves

I wake up in the middle of the night with a slight headache. I drink some cold water and go back to bed.

The next time I wake up, it’s still dark outside, though I see the hints of a sunrise through my bedroom window. I lie still on my back and fold my hooves over my belly. I stare at the ceiling. My house lets in more natural light than Berry Punch’s apartment. My eyes flick between shapes in the stucco, like finding images in the clouds.

I’m awake like this for less than a hour when there’s a sharp rap at my door. I sit up, startled, and listen.

“Mail delivery!” calls a high pitched voice. “Mail delivery for Mister, uh, let’s see here… Noteworthy?”

I drop my head and rub my eyes. “Silly mare…” I mumble. I slide off my mattress and plod through the house, opening the front door without circumstance. “Hi, Derpy.”

Derpy beams at me, each of her eyes doing loopty-loops in her skull. “Hi, Notew-eerrr-Mister! I have a, um, a package for you!” She glances up and down my street. There’s nopony around, but she bumps her saddlebag with a hoof and shrugs. “It’s a real, uhh, a real special one. Like a secret. I have to come in!” She clears her throat. “To, y’know, get a-uhhh, signature! Yeah!”

My eyelids are half closed. “It’s Sunday,” I say. “What happened to no post on Sundays?”

Derpy clears her throat. “Umm… well, I can actually answer that.” She kicks at the ground. “There are several deliveries from yesterday that we didn’t have time to deliver, given that… oh, can I just come in?” She stomps her hooves and frowns at me.

I grin. “Come on in, Miss Mysterious Mailmare,” I announce. I step to one side and usher Derpy inside.

She sighs visibly and hurries in. The grey feather of her wing accidentally brush against my face as she enters. I shudder, and feel a bit warmer.

I close the door behind her and shoot her a skeptical smile. “Really, Derpy? Why not just sneak in quietly?”

“I hope nopony saw me.” She drops her mailbags on the ground and flicks a blue cap off her of her blonde mane. “I-I-I can’t stay for long, y’know. We gotta do this quick!”

“Do what?” I ask, and I’m suddenly tackled by her passionate embrace. Derpy is kissing me harder than I’ve ever been kissed in my life. Her tongue is going wild behind my teeth. Our lips slide over and against each other. Say what you want about Derpy, but she’s a fantastic kisser.

Even so, I push her away. “Whoa, Derpy, slow down! What’s this about?”

“I need to let off some steam, Noteworthy,” she says, tearing her uniform off and throwing it aside. It’s strangely sexy. “You still down to fuck?”

“Heyo!” I let out a surprised chuckle and my eyes momentarily mirror hers. “Uh, what? What is that supposed to mean?”

“You don’t remember?” The raw energy coursing through her starts to fizzle.

I hold out a hoof. “No, no, I remember, Derpy! I remember, it was about a month ago, you brought a package for me and you looked really sad and I asked you what was wrong, yeah?”

Her batteries recharge in an instant. She creeps toward me, spreading her wings at her sides. “Yes! And you complimented me like nopony ever has, and you stroked my wings, and we banged!” She jumps for me, hovering a few inches off the ground while she pulls my head into her chest. “Now let’s do it again!”

“Why? I mean, yeah, that’s great, let’s do it! But… can I ask why?”

“You said I could come back anytime, remember?” She lands and presses our snouts together, staring sadly into my eyes. “I’m a busy mare, but I need this, Noteworthy. I need you inside me!”

“Woooow, okay!” I nod quickly. “Yeah, okay, umm… you wanna go back to my bedroom?”

“No!” She literally picks me up and flies us into the kitchen. “Here! Here, against the oven!” She stands up, turns around, slaps her hooves onto the stovetop, and spread her plot cheeks in my direction. “Shove it inside me! Now!”

“Where is this coming from?” I ask. I stare at her soaked, quivering pussy and feel my penis emerge between my legs.

“I’m so stressed!” She spreads her hind hooves farther and looks at me over her shoulder. Her wonky, golden eyes are pleading. “My daughter Dinky needs a tutor at school, my boss at Hoover’s Movers is threatening to fire me, two ponies quit the mailforce this month and I’m working extra shifts, and I just. Need. Your. Dick!”

“Oh, so the Sunday thing is true?” I ask.

“Yes! I have to start my route! Go on and fuck me, Noteworthy!”

“Aye aye, cap’n!” I say. I leap onto her back.

Derpy is in fantastic shape: the muscles in and around her wings ripple through tight grey fur. Her waist is so thin, and her plot blossoms outward like a flower blooms from its stem. I put my hooves on the countertop on either side of the stove and slide my throbbing penis into her vagina.

“OOOOOHHH!” Derpy thrashes her head about. Her blonde mane layers over itself. Every second she gets sexier. “YES! Oh, hurry up, fuck me!”

I pull out and push back in, slightly deeper than before. Her pussy is wet and loose, but it’s so warm and I love how excited she is.

“Yeah, Noteworthy, yeah! Hurry!” She glares at me over her shoulder through strands of her mane that have fallen over her eyes. “I don’t have all damn day!”

“Yes ma’am!” Her passion is infectious. My heart beats harder as I move inside her. I run my hooves down her back, from her shoulders to her thick, round plot.

Her tail hangs to the left, shaking with pleasure. “Oh yeah! You’re so much bigger than Dinky’s stupid father! He didn’t know how to treat me! Not like you―oh, Noteworthy, right there! Fuck me!”

“You are so amazing!” I say. “Derpy, holy crap, you’re so exciting!”

“I am?” Her voice is suddenly scared.

“Yes! Gosh, you’re butt is the sexiest thing I’ve ever seen! Your mane is so wild and hot, you’re so cute and so naughty at the same time―”

“Thank you! Thank you, thank you, thank you! Oooohhh!” She tossed her head back and shouted at my ceiling. “You make me feel amazing!”

“Tell me more about―ngh―how I’m better than your husband.”

“My ex-husband,” Derpy growled. “My stupid lazy cheating whore of an ex-husband!”

“Yeah!” I nod. I thrust faster. My tongue is hanging out of my mouth. “I’m better than him?”

“He’s nothing compared to you!” Derpy declares. She bumps her ass backward, knocking me toward the kitchen’s small island. I’m suddenly squished between the island and her giant round ass, pounding backward into my groin again and again and again. “Ah! Ah! You’re so long and thick compared to his tiny cock! You do me hard and fast, and he never wanted anything to do with me!”

“He’s insane!” I laugh at the light fixture above us. “He’s absolutely crazy! You’re so hot!”

“He always called me stupid!” Derpy grunts. She pulls herself away from me for just a moment.

I watch her like an audience to her acrobatics. She spins around and, to my delight, uses her wings to hover in front of me. She lifts her hind legs up and to the sides, then aims and flies straight downward. My penis plunges inside her. We both shout as she swings back and forth, suspended by her wings.

“You’re a real stallion, Noteworthy!” Derpy says loudly right into my ear. “You’re so nice to me! And you’re so good at sex!”

I grab her little waist and pull her as close to my body as our pelvises allow. She squeaks in delight as I use my forelegs to swing her quickly back and forth, in and out, plowing her mid-air, burying my dick in her dripping pussy while her legs spasm around my ribcage.

“This feels so good, Derpy,” I tell her. “This feels so good for me.”

“It feels ammmaaaazing! Oh! Oh! Oh!” Each shout gets higher pitched. “Oh! Oh my gosh! Oh my gosh, Noteworthy, I’m gonna―I’m gonna―!”

“Me too!”

We moan. We shout. We cum. I wrap my forelegs around her back and hold her close to me. Her entire body is shaking. My penis is spraying into her womb. We quiver and yell into each other’s necks until the orgasms level out, and we drop together onto my kitchen floor.

“Yes… yes… yes…” Derpy keeps saying into my coat.

“That was incredible, Derpy,” I whisper. “That felt so good. I’m sorry I came inside you.”

“It’s okay,” she says, stroking the back of my mane with both hooves. “It’s okay. I can’t have any more kids. It’s fine. It was perfect.” She kisses me below the ear. “Let’s do it again.”

“Yeah,” I say. I’m nodding fast. “Yeah, whenever you want. You’re incredible. I love your wings.”

She giggles and wraps the grey appendages around the both of us. I make a high pitched squeak and bathe in the sensation for as long as I can.

“Would you ever… run away with me?” I surprise myself with the question.

Derpy laughs again. “What?”

“Would you ever leave Ponyville? Just move away to somewhere else. I dunno, Manehattan?”

Derpy laughs and shakes her head. “Ponyville is my home, Noteworthy. I want to raise my daughter here.”

“Of course. Of course, I’m sorry.” I swallow air.

“We could… um…” She sits back enough for me to see her face and tucks her mane behind an ear. “We could maybe go on a date sometime, though. Right here.”

I smile sadly. “I would really love to, Derpy.”

Her uneven eyes grow wide. “Y-y-you would?”

“Yes.” I touch her chin. “But I can’t.”

Her sad frown hits me hard. “Oh…”

“Not for any of the reasons that you’re thinking,” I say. “I don’t care about your eyes. I think you’re so attractive. And I don’t care that you have a daughter. I’d love to get to know her, actually.”

She looks away, toward the front door, toward her discarded uniform. “But… there’s somepony else, isn’t there?”

I put on a steely expression and shake my head. “No, Derpy. There’s no one else.”

She gapes at me. “Then… what is it?”

I shrug. “I’m afraid.”

She leans closer. “Afraid? Of what?”

“Hurting you.” I push my mouth to one side. “Becoming another ex.”

“Oh, no, no, Noteworthy.” She hugs me tightly. “I made a mistake with my ex-husband. I knew it from the start. You’re nothing like him. You’re so sweet.”

“So I’ve been told.” I clench my jaw. “I’m not that great, Derpy. I’m not worth your time. You said yourself, you’re a busy mare, and I’d just get in the way.”

“Don’t say that.” She smiles at me. “You make me happy.”

I smile back. “Thank you.”

“Just… just think about it, okay?” She gets to her hooves. “Whew! Heh… I’m shaking.”

I stand up, too, and help her out of the kitchen. “You wanna clean up?”

“Nah, I’ll fly through a cloud or two before my next deliveries.” She puts on her uniform while I fetch her hat. “Will you… er, I mean, if you wanna think about it, y’know, going on a date sometime, will you, um… let me know?”

I nod once. “I promise, Derpy. I’ll think about it.”

Her wings flutter. She sticks out her chest, beaming once again. “Good. That’s really good.”

I drop the hat on her head. She giggles, straightens it, and kisses me on the cheek.

“Bye, Noteworthy.”

“Bye, Derpy.” I stroke her mane. “Thank you very much for the special delivery.”

Derpy tries to wink at me. At least, I think she does. And then she opens my front door and flies away.

I watch her soar up into the sky and burst through a fluffy white cloud. Her wings briefly shimmer in the sunrise, and a shiver goes down my spine. I back up into my empty house and slowly close the door.

Run away with me? What was I thinking? Neither of us would be happy. Derpy is adorable and sexy and really exciting, but… I don’t think we’d get along beyond the bedroom.

I had hardly lied to her. I don’t mind her eyes, or that she has a daughter. I have a thing for wings, too. But she’s quite a few years older than me, and she’s a hard worker. I’m still living off of what my parents gave me. I don’t much like to work, but I also don’t buy much. I can live like this for years to come.

I’m not sure Derpy would like that about me. Nor would I particularly like raising her child. I know, it’s shallow and petty, but it’s true. And if I’m going to be honest with anyone, I might as well be honest with myself.

I tisk at myself and return to the kitchen for some breakfast. I nearly slip in a puddle of Derpy right in front of the stove. It makes me laugh more than anything, and I clean it up without complaint.

Wings. Maybe it’s just the wings. Her mane is nice, too. And that plot… wow, there’s the real kicker. I never thought of myself as much of a plot guy, but sweet Celestia, does that mare have a plot. I closed my eyes and imagined it bumping against my belly. It was enough to give me chills.

I’m a better lover than her ex-husband. She thinks I’m good at sex. It’s hard to know if she’s right; I refrain from asking any of my mares. Twilight wouldn’t know. Rarity probably wouldn’t tell me. Cheerilee had mentioned a past lover once, but they never explored her real desires.

Going through a list like this makes me think of someone in particular. I groan as a fresh wave of guilt washes over me. I stare at my kitchen and feel my stomach rumble. There isn’t much food here anyway. I might as well―

No! That’s going too far. I can ignore this. I can push it aside like her beautiful face. Nothing about this line of thought is exciting or intriguing to me. I will feel nothing but guilt, disgust, and fear of being caught. It’s a worthless venture; the costs outweigh the almost nonexistent benefits by a hundred times.

I open a cupboard… and close it immediately. Next thing I know I’m on my way to Sugarcube Corner. I’m lucky they’re open for breakfast on Sundays.

I guess I was right: I only have enough willpower to keep one mare out of my mind.

Mrs. Cake

I’m reminded of how sore I am on my walk to Sugarcube Corner. I try hard not to limp or waddle, but every few steps the pain shoots up from deep inside me and I’m forced to alter my gait.

Still, it’s a Sunday morning, and Ponyville’s streets are occupied mostly by friends going for walks in small groups. They’re all too engaged in their own lives to notice my awkward trot. Nopony sees me. Nopony ever sees me.

I enter Sugarcube Corner and a small bell rings over my head. Only a few of the restaurant’s tables and booths are hosting ponies. They look happy. Lyra and Bon Bon are seated across from each other nearby. They both wave at me. I wave back weakly. Despite all my sleep, I still feel so tired.

There’s only one group in front of me in line. I wait. I avoid looking at Lyra and Bon Bon. I start to wonder how I’m going to do this. Should I order something? I am quite hungry…

“Noteworthy, dearie!” I hear up ahead.

I snap out of my stupor and realize I’m the only one in line. The group has taken a booth. I clear my throat and trot up to the counter where Mrs. Cake smiles at me with bright pink eyes.

“Good morning, Noteworthy!” she says in a bouncy voice. “What can I getcha?”

“Nnnn-I don’t know.” I chuckle to myself and rub my eyes with the back of a hoof. “I know I’m hungry, but beyond that I’m too tired to think.”

“Oh-ho-ho! Sweet Noteworthy, you ought to go to bed earlier, don’tcha know?” She winks at me. “Just wait til you have kids of your own, eh? You don’t know what tired is yet, I’ll tell ya!”

I smile. “I don’t doubt that. I guess I’ll just have a―”

“Uh-uh! It won’t do to pick willy nilly, silly stallion.” She trots along the counter and opens the swinging doors into the kitchen. “Come on back here and help me taste test some things, eh? That’ll help you decide.”

I gulp. I can see where this is going. In my mind, I steel myself. This is what I wanted.

“Yeah, that sounds great,” I say, joining her. I keep my eyes forward, hoping that Lyra and Bon Bon aren’t paying attention. “Thanks, that’s really nice of you.”

“Sure thing, dearie. We’re only open for another couple of hours, anyway. Carrot!” she calls to her husband.

Mr. Cake trots from the kitchen wearing a stained apron. He beams at me. “Hey, Noteworthy! Good to see you!”

“Thanks, Mister Cake,” I say. My voice cracks. “Good to see you, too.”

“Carrot, will you switch me spots, honey bun?” She smiles sweetly. “I’ll cook breakfast for the rest of the day if you take the orders.”

“Sure thing, Cup.” He squints at me. “And what did you need, partner?”

“Noteworthy wants to learn how to make Germane pancakes!” She waggles her eyebrows. “He’s going on a date soon with a mare from Mulenich!”

“Oh, woooow, going after the foreign type, hmm?” Mr. Cake chuckles at himself and puts on a cocky expression. “A stallion after my own heart, it seems.”

“Oh, Carrot,” says Mrs. Cake, flicking a hoof in the air. “I’m hardly foreign.”

“Caneighda isn’t Equestria, is it, now?” Mr. Cake slides off his apron and steps past us, kissing his wife on the cheek. “You go on back, honey pot. I’ll take the front til we close at eleven.”

“Thanks, Cutie Carrot.” She nuzzles him quickly and then ushers the two of us into the kitchen.

“Mulenich?” I ask when we’re alone.

“Oh-ho! I think quick on my hooves, dearie.” She turns to an order of Freignch toast on the stove and confidently flips over a few pieces with a spatula. “So, are you willing to help me today?”

One short laugh comes through my snout. “Yes. I’m always willing to help.”

“Good! That’s why I like you, Noteworthy.” Her round face hardens a bit. “Just remember, it’s nothing romantic between us. I love my husband. I just… have a hard time getting excited with him after all these years.”

“I understand,” I say. “You’ve told me this before.”

“Yes, well, it deserves repeating, dearie.” She breathes in deeply. “You come at a good time. I know Carrot’s horny. He’ll be wanting some sexy time when we put the twins down for a nap later.”

“Rmm…” I hold in a cough.

“Any help would be appreciated,” Mrs. Cake says. “Even if it’s a few hours off, I’m sure whatever you’re willing to give me will be a big help later. I don’t have the most wild imagination, don’tcha know?”

“Mm hm.”

“Right then, Carrot won’t come back here while I’m cooking. It makes him feel insecure about his talent.” She suddenly widens her hind legs and lifts her tail without turning away from the cooking breakfast. “Any time you’re ready, Noteworthy. Just remember, no intercourse!” She tittered.

I swallow hard and stare at her light blue pussy. The swirling pink tail above it keeps me in the moment.

I rub my neck with a hoof. I hate this. It doesn’t turn me on. I like Mr. Cake. I’m not in this to break hearts.

Then why am I in this?

I let go of my own jaw and reach for her vagina. She’s humming to herself, as if nothing is about to happen. I close my eyes, silently sigh, and touch the top of her slit.

“Oo!” She shudders. “Noteworthy! Your hoof is so warm.”

I don’t respond. I slide the edge of my hoof down her pussy, all the way to her clitoris, and then rub up to her anus. It pulses at my touch.

“Oh-ho-ho, careful, dearie,” she says. “Carrot would never go there.”

Neither would I, I think to myself, and continue rubbing the outside of her privates, careful not to bump her asshole again. Mine stings enough for the both of us.

“Mmm, that feels great,” she says. “Hold on a sec. This order’s done.” She moves about the kitchen efficiently, tossing the Freignch toast from a pan onto a plate, adding a few slices of fruit on the side, and then pushing the whole thing through a narrow slot above the sink where we heard it slide to Mr. Cake.

“Order for Blossomforth!” The voice sounds distant. Not much noise can pass between the kitchen and the restaurant proper. I feel a bit safer.

“Now go on, Noteworthy, you’re doing great,” she says. “And anytime you want to stop, you go right ahead. I’m not trying to force you into anything, you know?”

“I know,” I say. She turns back to her job, and I bend lower, digging my hoof into the folds of her blue pussy. The closer I get, the easier it is to ignore her tail and focus on the bright blue color of her heavy plot.

“Oh my!” She stops scrambling eggs for a moment to steady herself. “Ohh, yeah… yes, that’s very nice there…”

I run my hoof back and forth over the moistening flaps between her thighs. The whole area darkens in color while I stare at it. The closer I get to the bright blue pussy, the more I want it in my mouth.

“All right, dearie, slow down,” Mrs. Cake says, giggling. “I won’t be seeing Carrot for a long while yet, eh?”

My other hoof rises to focus on playing with her clitoris while the first applies more pressure, pushing it and out while I explore the soft, wet folds.

“Oo!” Mrs. Cake shudders and hunches forward. “Noteworthy! All right! Slow down a bit, why don’tcha?”

I ignore her, and she doesn’t press me. My eyes are inches from the pussy now. My mind is racing. Why am I doing this? I wish she had wings. The blue of my hooves is so complimentary to the sky blue curves of her ass, the dark blue of her reproductive flesh…

I lap up her juices. They taste like syrup.

“Oohh my gosh!” Mrs. Cake gasps.

I lean down and lick her clitoris. I push my lips into the deepest layers of her, sucking lightly while my tongue explores the hairless skin within.

“Ohh, Carrot! Yes! Carrot, do it!” Mrs. Cake’s imagination is better than she gives it credit for. “Get in there with your tongue! I love it, Carrot! You don’t have to be scared!”

I’m not. My vision is foggy. I lick her and jam my tongue as deep as it will go. My mouth is doing all the work. I hold her flanks with my hands and trace my hooves over the wrong Cutie Marks. She’s too enthralled to notice.

My brain is wrestling with itself. My tongue moves left and right over the bump at the base of her pussy. It moves with me, under her skin. She’s trying not to scream.

She doesn’t have wings. She doesn’t have wings. She doesn’t have wings.

I start to chew, very softly, but enough for my teeth to tingle. I hear Mrs. Cake swear to herself, but she pushes her ass harder into my face. I take a deep breath and envelope my own snout into her body, licking and slurping and dying inside.

“Do it, Carrot. Go farther.” She arches her back downward; her pussy opens up wider. “Put it inside me.”

I back up, breathing hard. “Are you sure, Missus Cake?” I ask in a whisper.

“It’s not you, Noteworthy,” she hisses back with her eyes shut tight. “This is all for my husband. I’m just getting excited. It has nothing to do with you.”

“Right. Right.” I rear up on two legs and rub my own dick. It’s getting softer. I grab Mrs. Cake’s swirly tail and push it straight up along her back. I don’t look at it. I imagine more colors between my hooves and stare at her round, blue plot.

“Get inside me, Carrot!” Mrs. Cake moans. “Give me more children!”

I block out her voice. There’s a raspy scream in my head instead, a husky pleading. I obey it, jamming my pulsing penis into her bright blue slot. It’s so warm and bumpy inside.

“Yes! Yes, Carrot, I want it!” She’s nodding. Her mane bounces at the top of my vision. It’s too smooth. “I want it, Carrot! I want it hard!”

I begin to plow the baker. My erection fluctuates with my frustrated imagination. I have to keep my eyes open; I can’t think of her, I can’t think of her, Mrs. Cake doesn’t have wings.

“It feels like the first time, Carrot!” says Mrs. Cake. “Remember the first time? Oh, we were so young!”

“Nnngggggh!” I stare at the ceiling. The bags under my eyes are twitching. My back teeth grind together.

“You can do it, Carrot!” Mrs. Cake says. “I can feel it. I know it’s there! You don’t have to wait for me, Carrot. Do it! Cum inside me!”

“NnnrrrrrrRainbow Dash!” I shout. In an instant, I pull out of Mrs. Cake. My penis slides between her plot cheeks, aimed straight upward. It shakes as I cum, shooting white semen in thick lines on her lower back. I watch some tangle in her tail hairs.

“I’m sorry,” I’m already saying before the feeling goes away. “I’m sorry, I’m sorry, Mrs. Cake, I’m so sorry…”

But Mrs. Cake turns around with a smile. She’s breathing hard and shaking her head. “Don’t be sorry, Noteworthy. That was perfect. I’ll remember this tonight. I might even cum for him.” She sighs heavily. “And I’m so relieved this isn’t about me.”

I blink. “Huh?”

She gently pushes me out of her. I land on four trembling hooves while she finds a hoof towel in a low drawer.

“Rainbow Dash, hm?” she asks. “You’re a stallion of good taste, at least. She’s really something, that one.”

“What?” I’m shaking all over. “No! No, I don’t… it’s not about, I mean, it’s not about you, I just want to help mares who are… I’m just trying to help mares feel the way they ought to feel, you know? Because they’re good mares, like you, you’re a good mare, and I just want to help―”

“Relax, Noteworthy!” Mrs. Cake runs the dishtowel under a stream of water from the faucet and begins to clean my cum out of her tail. “I won’t tell anypony, I promise. After all, we both have a big secret here, eh?”

I glance at the food slot above the sink and gulp. “Y-y-you don’t think he heard us?”

“Carrot? Ha!” She shook her head. “He’s been going deaf since we got married. Look, Noteworthy, I adore my husband. I would never do anything to break his heart. Nopony can know about this, and nopony’ll know about Rainbow Dash.”

“You’re wrong about that,” I say, clenching my jaw. “I don’t like Rainbow Dash.”

“Clearly.” She winks. “I think it’s time you get going, Noteworthy. You really have been a big help. Carrot’s in for a treat this afternoon.”

I cough. “Yeah. Yeah, good. That’s… good. That’s what I want.” My blinks are coming too fast. “That’s all I want.”

Mrs. Cake is still smiling, but something else flashes behind her eyes. “Y’know, dearie… what you just said, about helping good mares feel the way they ought to?”

I nod furiously. “Yes, yes, exactly. Mares can feel so much, but they don’t get to because stallions are all―”

She raises a hoof to silence me. “I have a request, hon.”

I raise an eyebrow in turn. “Huh?”

The blue hoof rises even higher, pointing over our heads. “If I understand right, you’re doing this with lotsa mares, right?”

I shiver. “Don’t… don’t tell anypony, okay?”

“I won’t, dearie! Why would I?” Her hoof jabs at the ceiling. “If you’re any good at this, though, I have a request for ya.”

My eyes follow her gesture. “What do you mean?”

“Pinkie Pie hasn’t been herself lately,” Mrs. Cake says. “Would you mind trying to cheer her up? However you know how.”

My jaw drops. “Missus Cake, I… I-I-I don’t think it works like that.” My eyes scan the kitchen for an escape. “Besides, Pinkie Pie has never struck me as the, uh… as that type.”

“Just go up and see her, won’tcha, dearie?” Her chubby cheeks squish in a smile and she tosses the soiled towel into a nearby hamper. “It doesn’t have to have anything to do with making mares feel and all that. She likes making new friends. While you’re here, just go up and give her a visit, hmm?” She looks at the floor. “She hasn’t come out of her room for a quite a while, and that’s very unusual for Pinkie. I’d appreciate the help, hon, but you’re free to go if you wanna.”

The conversation is suddenly over, and Mrs. Cake checks a loaf in the oven as if I’m not even here. I get the message.

I rub my eyes with my cleanest hoof and sigh. Against my better judgment, I slowly climb the stairs to Sugarcube Corner’s upper floor. I’ve never had a conversation with Pinkie Pie that lasted more than ten seconds, and I very much doubt today will be any different.

But it’s the least I can do for poor Mrs. Cake.

Author's Note

Coming Soon: Pinkie Pie