Best Of Friends, Worst Of Places

by SunnyDontLook

After Caring (V)

Previous Chapter

After Caring

I awoke with a start, I felt a weight pressing me into the concrete under me. And after another second of consciousness I felt a squishy member still lodged inside my sore hole. I wanted to cry and as I pushed upward, trying to lift the sleeping male off of myself, he began to engorge. He was asleep, but he was still trying to fuck me. With gritted teeth I let myself fall to the floor once again. The idea was for his dick to stop getting hard, but it was a vain hope. He didn’t seem to tire either. Sloppy and uncoordinated as his movements were, they still had a vigor to them, almost freakishly uncharacteristic of his state. Goddesses, why was I here? How did this become my life? I absolutely loathed this and I needed out. And I wanted to get Icepick out of this too. If only to give her reason to let me keep my pipbuck, maybe even help me find Velvet. The feeling of his hard shaft digging into my walls, and the runny semen helping him jerkily thrust into me easily. When I turned my head to look at him, his head was just lying on my neck. He was asleep, the fucker was fucking me in his sleep.
I just waited for the inevitable, thinking weird thoughts, thoughts that amounted to this: this didn’t feel bad, if a nice stallion had gotten me a little tipsy and had a hair of gentleness, then maybe…

I had to leave this place, it wasn’t good for me.

There it was, that familiar twitch and spreading warmth inside me. Just about as unceremonious as it could get. Fuck this. I tried to get on my hooves, pressing against the ground, pushing against him with my magic. I’d managed to pry him halfway off me when he seemed to get the hint and rolled over in his sleep, muttering “frigid bitch” as he did. Fuck you too, bud. I got up, and checked out my surroundings. Several shelves and drawers of clothing. I checked some of the lower drawers. Ooh, cheap ear rings in this one! If I could just check the back of it… And there I saw it, a box of bobby pins! I checked to see if he was watching me- nope, he was still being a sleepy jackass - then opened the box. Only one bobby pin left in there, but that was what I needed. One puzzle piece to freedom. I carefully pinned it to some hairs in the middle of my tail, then made sure to put everything back the way I’d found it. I figured there would be some more time before our time in here was up, so I opted to plop down next to him, drape his foreleg over my shoulder and wait.

Sure enough, I heard noisy dragging hoof falls outside the door before one of the guards loudly rapped against it, yelling that his time was up and he was expected to gather his things at the locker and come back another time. He got up rather groggily, mumbling that I was the laziest whore he’d ever had, as if I wasn’t lying right next to him, and gave me a gruff “not even gonna git up when your owners’re bitching at us?”, to which I just shrugged and slowly got to my hooves. We shuffled over to the door, and he knocked on it twice, prompting the guards to let him out first, before two of them entered, attached a rope to my collar and led me out by it. Standard procedure, it seemed, by their utterly monotonous movements. I could fully get how everyone involved in this would die on the inside over time. What an awful place. Once I get Velvet back to the stable, I might as well find some other ponies with an ounce of righteousness and level this Luna-forsaken, wretched hovel.

After just walking there without a word spoken or anything meaningful happening on the way, I recognized the delightful little pattern of stains on the outside of our cell door. Home, sweet shithole. At least Icepick seemed to be there, waiting for me. Judging by the look on her face as our eyes met, I felt she wanted to talk about what happened. I waited for my escorts to unfasten the rope and wander out of earshot after they locked the door before I simply walked over to the hay stack and dropped down on it, facing her as I just lay there. I moved really close to her face, like really close. She didn’t mind, in fact she looked like she had something right on the tip of her tongue.
“We gotta get the fuck outta here!” The two of us whispered to each other simultaneously.

There were a few seconds of dead silence on both ends. I was the first to speak after that.

“We’re not waiting to get rescued,” I said in my loudest whisper.
She looked me in the eyes and I guess that she saw some of my resolve. It was borne of pain and annoyance, but hey, I’ll take what I could get.

“So, you have a plan, or any figments of one?” She asked after a few seconds, having moved close to me. Her barrel was flanking mine, and in a move I didn’t expect she moved laid her large blonde tail on top of mine. Her muzzle was nearly pressed against my ear. This felt sexual, my body kept yelling that at me. I suppressed it, kind of.

“Well, I have a bobby pin. And I’m decent at lock picking.” I said simply, turning my head to speak into her large grey ear, somehow the little bit of pink on the inside reminded me of the other place she had a pink interior hidden by folded skin. Shit, I thought, I was starting to leak from my behind. All of that fucking cum was just leaking out of my slit, and judging from the smell of the room, it wasn’t a problem that I had alone…

“So, if we can get you a screwdriver or something we can leave the room. What happens after that, we don’t have a schedule for the guard changes or a way to get any equipment or supplies out with us. Without supplies even if we escape, we’re still fucked, the first band of raiders will fuck us worse than these ponies do.” Icepick said this with an air of criticality. She moved her muzzle from my ear to my face, her neck stretching before I flipped over on my flank to make the communication easier. “But, now we’re halfway to getting out the door; I think that’s progress.” Her voice shifted to something close to tiredness. Before she looked down at her own barrel, and in the process saw the top of my sore slit. I blushed, even as she let herself lay on her flank just as I had. I had no problem seeing her bruised slit, just as cum filled as mine, her entire body had a lot of soaked in cum on it. Just like me. And with that a lewd thought or a lewd plan came to me, it was so dirty that it made me wink.

The little splash of cum that exited my vagina was enough to get her attention, with a smirk she looked at me. “Whaddya excited about Pip?” She asked before laying a forehoof on my shoulder and trailing in down to my stomach. I shuddered as she lifted it off again, then stammered, “Oh, I was just thinking, they really got us all messy this time. Like-”, her muzzle twitched and she just stared at me as if telling me to go on, “- like our coats are all messy. Our muzzles, our, uhh, nethers?” I practically squeaked that last part and she seemed to almost crack a grin at that. “You know, really dirty and it just feels so very icky back there and-”

She lightly shoved a hoof against my lips. “Yeah yeah yeah. Let’s go clean up back there.” I then looked at her, “yeah! But! I was thinking uh, we could, I mean, clean each other! Cuz it’s so hard to see back there and we don’t have a mirror! Yes!”

Okay that was definitely an eye roll. What an eye roll.

“Squirt…”

“Y-yes?”

“Were you this desperate in the stable?”

That caught me completely off-guard.

“P-probably, but I didn’t have to share a room with r-really sexy mare that constantly smelled like s-sex.” I stuttered out.

Icepick gave me a look of compassion, before picking herself up. She scooted over to me, before moving her muzzle down to m-

“You had a little something there squirt,” she said with a laugh. Her tongue had bypassed my mouth and had licked up a bit of dried cum that had stuck to my chin. And with that she started from my head down to my belly, licking up all the stuck on stickiness. It felt good as her body moved over mine and she held me with her hooves as she drug her tongue across my body. She didn’t talk as she did it. All the while my nethers were starting to fill up, they wanted some action, they really did. Then, right as I was starting to get into it, she abruptly stopped with an unusually cheerful “Done! Your turn!”, and turned around to face away from me.

Fair enough! I could deal with the awful taste of old cum if it meant getting a chance to clean her up. I just closed my eyes and started out with her muzzle. She seemed to move rather monotonously, angling herself, letting me reach tricky spots, but not really openly enjoying this. When I made my way down one of her legs, getting a spot of thick cum every few seconds I was surprised to see a large shot of it glued to the end of her hoof. I lifted it up to my eyes and the dull light of a single bulb hanging from the ceiling. My mouth already tasted like filth so what was the harm…

She moaned as my tongue prodded at her frog, she looked at me with a guilty expression. And she moaned again as I used my tongue to remove the filth. I had found a chink in her armour. I couldn’t help but notice she was acting more natural around me. Not only did she seem less irritated, but also she was far more relaxed at my presence, and hardly even bristled at my touch anymore. I kept going. I was enjoying this, even if it was the aftermath of the worst hours of my life. At some point she had laid on her back and spread her legs out, her eyes were closed and all that came out of her mouth was the sound of breathing. I wanted to push this, I really did, but I really didn’t want to make her uncomfortable. Her head was propped up by the pile of hay. I pulled my head away from her stomach, I had been getting lower and lower as I cleaned her.

“D-do you want me to keep going?” I asked her softly. I was standing over her now, my body laying between her spread hinds. My chest was lightly pressed to her pussy. That made got me a bit excited. Even if my cunt still ached.

“Squirt… just go ahead, don’t tiptoe up to it like an awkward teenage colt. And I think we both can make this an okay-ish evening to an awful day, huh?”, she replied with the faintest smirk on her muzzle. This was accompanied with a light tap to my head with a hoof.

I shifted myself back down to her folds. She was a large mare ~~for me~~ and her mare bits were no exception. I poked her folds with my muzzle first, then gave it a tentative lick.

“C’mon, for someone who has the plumbing downstairs, you’re clumsier than a stallion!,” I heard her huff.

“W-well, you heard me with that pervert doc! This is the first time I-”, my voice caught in my throat, and I thought of that disgusting weaselly shithead who’d had his fun with me on his dad’s buck. “... my first time with a mare.”, I lamely finished, swallowing the lump in my throat.

I felt her hoof against my head again, but this time she was gently lifting my chin.

“Don’t worry about it, was just having a little chuckle there. You need this, we both need some stress relief. And we can count on each other, huh?”

“So, you’re going to-” I started asking, before she gently pushed my head back into her. I could taste the mix of her natural mareness and the vile cum still leaking out of her vag. Still, I was excited, I was eating a mare out! And she was hot! I let my mind think about what spots I liked to hoof when I had my ‘alone’ time. She lost a lot of her tension after my first taste. Her hoof lowered down and fell to the side of my head where she started stroking my mane and ears. As much as I wanted to dive into the beautiful mare’s nethers, I remembered the first step to my own little ritual. I decided that I would start by licking up and down her folds, gently, while giving her cunny a deeper tonguing every couple times I went up the sides. The first couple times I did this, I heard little sounds of enjoyment coming from her. I knew that a few minutes of this would be nice for her. Help get the ball rolling. I felt her legs quivering and rubbing against my cheeks

When I finally gave her clit a nice long lick she moaned and pressed her hoof to my head. Her face was goofy looking, all blissed out, with her other foreleg pressed over her muzzle. I had started feeling pretty warm back there since she first licked licked me, but… after a second or two of me stopping she glanced down at me with the neediest look I had ever seen on her. After that my own cunny started dripping down the back of my legs, just another smell in a room that was starting to smell like a brothel. Oh wait-

The slavers outside, if there were any could’ve heard the laugh I made before going back down on her. I tried to stay away from her clit for the most part, only giving it a hint of attention. Her moans were getting louder and louder, and she pressing me into her harder by the lick. “C-c’mon,” she said to me as I licked her outer folds for the hundredth time.
“I-I’ll g-get you back!?” Icepick yelled at me just as I brought my lips right up towards her clit. When my lips made contact with her winking clit she used both of her hooves to hold me there, with just the tip of my muzzle above her pussy. All I could breath in was her musk. The sounds and the taste was overpowering, I started to rub my own pussy as she seemed to shiver with every lick. Icepick didn’t seem to notice, her eyes were shut and she was trying to keep her moans in check. She was close. I wondered if I could tease her more, but I didn’t think it would end well. Icepick had started arching her back and bucking her hips against me, her hooves were pulling hard on my mane. It was getting hard to breath, I was drowning in the best way possible. Without thinking about it, I remembered one of the things those stallions did in the magazines.
I pushed myself up from her cunt just as I filled it with my magic and brought the foreleg that I had been rubbing myself with right up to her cunny, and began to rub it roughly. Her eyes widened like a she had just taken a hit of dash. I think I winked at her just before I took her right nipple into my mouth and gave it a suck. As soon as I did that her control failed and she locked up, all of her muscles tensing up and a moan echoed off the walls as she came. My other hoof kept up the pressure as she rode it out. “Oh-fuck,” she said as her entire body relaxed. I watched with an open mouth as her body slid down the wall, her head resting on the slightly higher spot on the hay that we used as a pillow.
She was smiling, it was lopsided, and one of her cheeks were bruised from the night before… but she was a pretty mare. A pretty mare I had just gotten off. My body seemed to lift up on it’s own. I got to my hooves and ambled over her chest before gently resting my chest on hers. Icepick seemed to be almost out of it, all she did was cast me a warm look and rest a hoof on my back-before sliding it back toward my rump. I yelped as I felt it run over my cutie mark.
This was so nice. Icepick was so warm, and I swear that I could feel her heart beating against my chest. It was running fast. Then again, mine was too. Her other foreleg draped itself over my back as her other hoof caressed down my rump as started down my inner thigh. My breath hitched as I just took in the feelings. She smirked at me, and I couldn’t keep myself from pressing my lips against hers.

“Mmmh,” Icepick tried to speak as I pressed my tongue against her lips. I felt her hold onto me more tightly, and give my slit a long stroke. I moaned against her lips as she ground her hoof into my pussy. The moment my mouth opened she pushed her tongue inside, and began running her foreleg over my mane. She didn’t just try to hold my tongue in place like the last time I kissed her. No, our tongues were meeting and dancing, but other than my tongue I could barely hold myself up. Last night had taken its toll, and after that burst of horny energy I was feeling myself tire out.
I didn’t mind though, just letting watching her watch me, eyes that reminded me of an ocean. An ocean that I had never seen, and would probably never see-

It didn’t matter, I thought to myself as I threw myself into the kiss once again. Our coats rubbing against each other as I tried to make this moment last as long as I could. I held on till my lungs started burning. When I pulled away Icepick licked her lips at me as felt my nethers wink out to meet her hoof. She was working me like a sculptor chips at marble.

“You know, I’ve only done this once before,” Icepick said as she squeezed my rump and bumped her thigh against my slit. She kept up her rubbing with her leg, which was getting wetter by the second. Icepick took the chance to bury her muzzle in the crook of my neck, before nipping the skin between her teeth. When I yelped, she met my eyes and gave a kiss to that spot. “With a good friend of mine,” Icepick pulled me forward and pressed her muzzle against my ear. “You’re better than her at tongue work-,” she whispered and gave the outside of my ear a lick. I moaned and felt my clit wink out into her thigh.

“I’m close,” I half whispered, half grunted to her.

“And I’m a god of sex,” she said back to me before gently flipping me onto my back. I yelped as she slid her body down mine, feeling this big mare on top of me, knowing that if she wanted to hold me down-
“Oooh-,” I let out as she took a nipple into her mouth and ground it between her teeth before blowing air cooly against it. My hips tried to push her up, all they did was grind against her and leave with less air than I had before. She smiled at me for the fiftieth time that night, eyes half lidded as her own afterglow drove her forward… downwards…

That was the last thought I had as she buried her muzzle into my slit and pushed her tongue deep inside me. And with one hot flick of my clit against her warm face, I finished and my eyes rolled back into my skull as I felt warmth flowing through me. I moaned loudly enough for Icepick to turn her ears away. Some far away part of recognized the wetness that had flowed out of me and onto Icepick, making her fur just a bit darker as she lightly licked my slit. As I felt my body come down, I heard my own panting and a wave of exhaustion hit me… I wanted to go again-

“You weren’t kidding,” Icepick said to me as she pulled herself up, and laid beside me, still milking my sex with slow hoof strokes.

“Y-you weren’t kidding either,” I said as I caught my breath. Her eyes widened and her hoof strokes got just a bit more rough.

“Pip, you wanna go again?” Icepick asked me as her breath caught, my own hoof had drifted over to her glistening slit.

“If I’ve learned anything in the last few days, it’s that don’t like to be teased,” I chewed my lip and groaned as I shot a look at her hoof and fresh coating of mare on it.

“That’s my girl.”


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