Thestrals at Midnight

by LegionofPony

Chapter Ten: Easing Her Into It

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Moondancer was slowly sucking Bade in anticipation of her turn, trying to get him erect again so he could quell her needs too. She'd seen him impregnate Amaya and then Twilight, seen them having sex in so many ways, and now she wanted the turn she was promised to end her own estrus.

Bade, meanwhile, rested his hoof on Twilight's recently seeded snatch, rubbing it slowly, feeling their combined slickness easing its path. Amaya meanwhile paid attention to Bade's lower shaft while Twilight used a toy on her with her magic. Her estrus was dying quickly thanks to Bade's generous donation of foal-milk that was now coating her womb and whole canal, and she wanted to get more out of the added sensitivity it offered before it faded entirely, as it would for the next eleven to twelve months or so, until she gave birth and her foal heat kicked in.

Bade felt the warmth as Moon again took his flare and a couple inches of his upper shaft into her mouth, her hooves rubbing the rest. His head eased back into a pillow as she slowly sunk lower, enjoying the sight of a beautiful mare with his dick in her mouth as his wife jacked him off. He knew it was for definite not a sight he'd be forgetting anytime soon, and it certainly helped him get his waning libido up again. He knew this would be his last orgasm likely despite the suppliments he'd taken earlier, at least until he got some extended rest to 'refill the tanks'.

Bade placed both of his hooves softly on Moon's head, not to guide her bobs or force her in any way, but to rub her ears in thanks. "Thank you for this, Moon," he said, giving a content sigh as his hips gently rolled in reaction to the warmth surrounding it on instinct, "Though would you mind going up and down a bit, maybe bob your head if it's not too much? it's quite nice as it is though."

Moon obliged, bobbing on his semi-hard shaft, trying to get him ready to breed her too. Bade meanwhile felt as she went deeper still on him, the scent of her fertility and the dripping he could see coming from between her legs telling him she was probably enjoying it too. He let himself relax and enjoy the tingles going through him as he saw no discomfort or distress from Moon, enjoying Amaya's hooves around his base and her mouth encasing his upper shaft. Meanwhile, he continued to rub her ear with one hood and Twilight's snatch with the other, the cute little sounds coming from both making the experience that much more enjoyable for him.

Finally, after another couple minutes of her warm mouth bobbing on him, Bade became hard once more, his body much more reluctant to do so after his multiple orgasms in such little time, his breeding instincts nowhere near as raring to go as they were before, not after already filling two mares with his foal-juice and spurting two other loads before too. "So, how do you want me? I'm getting pretty tired, so I think I can only give you one go. We could always go more tomorrow, if all goes well tonight." Bade asked Moon, seeing her eyes widening.

Moon had been so focused on getting him to mate her, that she didn't even consider how she wanted him to. Now, as the moment finally arrived, she froze up. So many different positions flashed through her mind from the Pony Sutra book she'd studied extensively, and now she couldn't focus on just one she wanted to try. "Uh...pony-style?" Moon said, almost regretting choosing such a boring position immediately.

"Hmm, good choice. Either pony-style or dragon-style, the one on your back, are best for a mare's first time," Twilight chimed in, grinding her pussy against Bade's still-rubbing hoof, before gently pushing it away with her own. "I can finish myself, you just focus on Moon now. I'm not in heat anymore, thanks to you," Twilight paused to wink at him, "but she still is. She needs you more."

"I know what the positions are...I'm not a completely innocent mare. I'm just...well, soon won't be, a virgin," Moon replied, feeling her nerves rising again as she realized once more that, yes, she would lose her virginity right then. She saw the tool in front of her which would take it, large and black-skinned, a rather imposing flare on its tip comperable to those of the large earth-pony studs she'd seen in her dirty magazines. The same penis that had just impregnated two mares again right in front of her, just minutes ago. Her first stallion's penis.

"So, are you ready? I promise we'll take it nice and slow, and if you need me to stop, don't be afraid to ask. I promise I will," Bade said, starting to get a little antsy, the scent of fertile mare once more stimulating him now that his refractory period had passed. He was ready, and only needed her permission to continue now.

"Yeah, let him get rid of that nasty heat for ya. You'll feel so much better after, take my word for it," Amaya said, before groaning as she hilted her toy again with a rather satisfying schlick, "The real thing's way better than just toys or tongues."

Moon couldn't help but feel that this wasn't what she'd planned for her first time to be; being watched by two mares while having her virginity taken by their shared stallion, whether shared with her for the night or possibly something more permanent yet to be decided. She'd always imagined something more romantic, a declaration of love eternal to seal her first time, but she was honestly happy as it was. Life was not often a fairy tale, she'd learned early in life, nor did she expect it to be. Sleeping with a prince and two princesses for her first session, however, was indeed something quite special.

Moon let out a long breath, before looking over to Bade and nodding. Without much ado, though with her heart almost pounding out of her chest, she quickly took the position Twilight had; her upper half was over the bed with her chest pressed into the mattress, her lower off, with her hind hooves still planted on the floor while her forehooves were folded comfortably beneath her.

As Bade left the bed and stood behind her, Moon flagged her tail aside, winking her slit at her prospective mate on instinct, clit peeking out in invitation. "I, uh...I think I'm ready?" Moon said, though her tone clearly showed her nervousness.

Without another word, Bade quickly mounted Moon when she presented to him, his hooves landing beside her head on the bed. She felt his underbarrel rubbing against her croup, that instinctive tell of being mounted making her tail flag a little higher in reaction. Her breathing increased, her clit winking, before finally she couldn't take it anymore.

As his flare tapped her swollen lower lips that first time, she finally couldn't hold reign in her nervousness anymore. She freaked out.

"Ahhhh! Get off me! Please! Please!" Moon shouted as she started to hyperventilate, feeling like Bade's weight atop her was suffocating her despite her not being crushed at all. She felt the urge to buck him off her on reflex as she became hysterical, but she was pinned down, her back legs unable to kick given her position. She felt trapped. "Please, please, by Celestia please get off!" Moon begged despite the fact that, deep down, she didn't want to get the stallion off her back at all. She knew on a base level this was exactly what she needed, how she was supposed to be bred, but her anxiety overtook her.

Bade and the others, understandably, panicked as well. Bade instantly reared off of Moondancer's back as she'd demanded, almost falling to the floor in his haste before both his forehooves hit the ground. "What?! What happened?!" Bade asked in an alarmed tone, heart racing like he'd flown a mile in a minute. Moon, meanwhile, curled into the fetal position, clearly extremely distressed.

"Bade, what happened?" Twilight echoed him, her eyes as wide as his.

"I...I don't know! I just mounted her, went to put it in her pussy like she asked me to, and she started yelling!" Bade said, his own tone still high-pitched.

Amaya, meanwhile, simply sat there quietly, a knowing look on her face as she met eyes with Moondancer. "Yeah, looks familiar," Amaya said cryptically.

As the others looked at Amaya, Twilight spoke. "Huh? What do you mean?"

"I mean, this is exactly how I reacted to being mounted my first time," Amaya said, her slitted pupils meeting Moondancer's wide eyes, "All those lies my parents had filled my head with, paired with the natural fear of pain and discomfort from defloration, it all rose to me actually bucking my first stallion off my back. It nearly broke his leg. At least you didn't do that to Bade, thankfully," She sighed, before looking away, "Lies born of concern from one's child's safety, only causing harm to them and others."

"Of course!" Twilight said, coming to an epiphany, "being so convinced it would hurt, and all the general negativity surrounding sex that she was exposed to, likely gave Moon a case of erotophobia regarding stallions and penetration!" Twilight exclaimed, just getting confused looks from all but Moondancer.

"Well, I think you're right...maybe with a case of avoidant personality disorder?" Moon asked, sighing.

"Right, right! Erotophobia, when combined with what could be be a mild case of avoidant personality disorder...that all combined to lead to her outburst!"

"Wait, what's all that?" Amaya asked, "We're not all major brainiacs like you and Moon, Twily."

"Erotophobia is a fear of sexual intimacy, and avoidant personality disorder basically means she's socially anxious, afraid of being judged and rejected by others, views herself as inadequate or unworthy of relationships, and is afraid of being involved with friends or lovers despite really wanting to be."

"Oh...OK," Bade said, still a bit confused but shrugging it off.

"So, all she really needs is really supportive friends or lovers to help her get over it."

"S-so what happened your first time Amaya?" Moon asked, wanting to get off the topic of her own mental state. She'd calmed down slightly now that Bade, the stimulus of her reaction, was now safely several feet away from her, unfurling so she was instead laying in an upright lying position instead of fetal.

"Well, my first stallion was really mad, obviously, that he'd ended up on his ass instead of getting some ass. But, after I apologized, obviously, then explained myself, he was very understanding. His parents had taught him similar lies: that if he put his dick in a mare, he'd be lost to instinct, would cum in her, she'd instantly be pregnant with twins or triplets, then he'd be forced to marry her. He'd have to take care of the foals, and her, all with no other recourse." Amaya said, Moon meanwhile looking bashful now.

"Well, my mom always said I'd get pregnant with a foal if I had sex during estrus, but nothing about twins or triplets if I had sex at any time..." Moon admitted, sighing, "...so, how'd it go with your first stallion?"

"Well, ponies are less inclined to have multiple births than thestrals, and have lower fertility and sex drive in general, so that's probably why," Amaya shrugged. "Anyways, after I calmed down, he gave me a massage before he mounted me again, so I was all nice and relaxed that time. It stung a bit at first when he popped my cherry, given I had a fully covering one that he couldn't just slide past, and I bled a bit. My vagina cramped up mildly too as it was entered its first time. He went nice and slow for me though, and was really quite a gentle stud despite likely wanting to do as his instincts demanded and pound away. He was a virgin too, you see, so we were both really careful with each other."

Moon listened, enraptured.

"Then, after the initial discomfort passed, It felt great being all filled up like that in my first estrus. Being full that first time, then feeling him pump me full of his cum some time later of fucking me and putting out my burn, that contentment of being bred..." Amaya sighed happily at the memory of her first time, "...of course, I was smart enough to use protection. The village alchemist, shunned as she was by ponies who were so close-minded as to happily take her cures for their ailments, but hate her for her free mind and promiscuity, gave me a potion that I took before sex. We have a berry plant in Shady Hollows that, when the fruits are brewed into a potion, keeps the sperm away from the egg. Same thing we brought to Equestria to make all those anti-foal potions ponies use."

"O-oh..." Moon said, feeling like a total ass now at letting her mother's lies still get to her, even after rejecting them many moons ago, "...I'm sorry Bade. All of you, really. I...I should leave, shouldn't I? All I am is trouble."

The three herdmates shared a look, then Bade spoke up. "No, no you shouldn't, unless you really want to," Bade stepped forwards, but, instead of mounting her as she'd half-expected, he simply reached over and placed a hoof on her shoulder, "As we've said, we want you here, even if you are getting cold hooves an awful lot. I'm still willing to give you your first time."

"You're scared of being beneath him, right? Being trapped with no way out?" Amaya asked, getting a nod from Moon.

"Mom always said a stallion would force you down, make it so you couldn't breathe as he had his way with you. Then, he'd..." Moon shuddered, "...he'd stay inside when he squirted and make you pregnant, even if you didn't want a kid yet. You'd have no choice but to have his foal once you let him on top."

Amaya sighed. "Well, apparently your mom had some bad experiences with stallions, didn't she? Not every stallion is like that though, I can tell you. Bade's sure not, nor was my first, or many of my other hundreds of partners. They treated me with respect and asked where I wanted them to cum," Amaya said, before shaking her head, "and the ones who were like that ended up out in the cold, possibly with a nice bruise, broken muzzle, or dungeon sentence to remember me by....and some very sore balls to boot."

"Speaking of massages, you look really tense, Moon," Bade said, giving a little smile, "and Amaya's story gave me an idea. Maybe a massage would help you relax too. Would you like that?"

"You should totally say yes, trust me. He gives really good massages," Twilight said, Amaya nodding and cracking an affirmative smile of her own.

Moondancer gave a little smile at Bade's concern for her comfort, and nodded. A massage did sound good, as tight and achy as her muscles felt. "Yes please," Moon said, with Bade nodding. Bade didn't mount over her like he would have to give one of his wives a back rub, given her previous reactions to that action. Instead, he climbed on the bed beside her so he could reach all of her back, his hooves meeting her back. He started by slowly rubbed into her withers, feeling the tension in them, and Moon quickly gave a groan of relief as he tended to her long-neglected muscles.

"Are you OK, everything feeling good?" Bade asked, getting a relieved sigh from Moon. He could feel her tension melting away with each rub, using his hooftips to really get into the knots she had. Moon winced a few times throughout but it was a good kind of pain, a pain that was quickly followed by that knot pleasantly releasing. As Bade moved on to her spine and applied some carefully measured pressure to it, a series of pops quickly issued forth, earning another, louder groan from Moon, followed quickly by a relieved sigh.

"Don't go to the spa or a masseuse much, huh?" Amaya asked.

"Mmm-no, haven't been to one since..." Moon paused, "...I don't even remember when. I think I was still a filly."

"Wow. We need to make you a spa-date ASAP then," Twilight said, making a mental note to do just that for all of them, "but let's worry about that later."

Moon felt her burning need continuing unabated throughout all that had transpired, but Bade's hooves on her felt too good to ask him to stop. "Gonna go lower now, OK?" Bade asked, getting a nod from Moon. His hooves glided down her back, rubbing and popping it all the way, making Moon feel pampered in a way she never had before. Eventually, after going lower still with her permission, his hooves landed on her croup.

He continued to rub lower as she asked him to, Bade’s hooves digging into Moon's stifles now, rubbing right over her cutie marks again as he eased the tension of the muscles underneath. His touch there and on her croup, however, had quite a different result, making the desire to be mounted that much greater as her tail flagged aside on instinct to being touched there in her heat.

"Bade, thank you for the massage but...I...I need you. Inside me. Now, please," Moon said, surprising herself with her eagerness. She was feeling much more relaxed now though, thanks to Bade's ministrations on her and show of care for her wellbeing, and felt ready to continue.

"So, as for this problem you're having with being mounted..." Amaya said, before smiling, "...how does you being on top sound? You control how fast you go, when he cums and where, everything."

Moon's eyes widened. Why hadn't she thought of that, she wondered. She then looked to Bade, who nodded. "I'd be perfectly fine with you taking top," Bade replied to Moon's inquiring gaze, smiling himself as the mood in the room seemed to lighten, "I let both Twilight and Amaya do griffinstyle* with me all the time. A relationship is all about give and take, and sex is no different."

Moon mulled over this new option, before soon after nodding. "O-OK...but what if I fall? W-what if..."

"Moondancer, I promise, I'll not let that happen. None of us will, right girls?" Bade asked, getting a nod from both his mates. "I also promise I'll only do what you want me to."

"O...OK..." Moondancer said, still quite nervous, but feeling comforted now at least. She would be in control of her first time. It would be OK. She hoped.

"So," Bade said as he climbed on the bed and laid on his back, legs spread and exposing himself to her as he looked to Moon, "you know what to do?"

"I, um, I've read 'The Pony Sutra', and watched you and Amaya, so I have some idea," Moon said, her cheeks flushing with blood, as well as other parts, at the thought of what she was going to be doing: that she was going to top a stallion. "So, I just...get on you?"

"Mmhm. You straddle me, put your forehooves on my chest, then I'll support you around the croup and stifles as you ride me. Simple as that." Bade said frankly.

Moon noticed that Bade's shaft was limp now from all the stress of before, stress she'd caused, and she knew she had some amends to make. Instead of mounting him immediately, Moon positioned herself behind the exposed Bade, then bent her head down as she quickly took his flare into her mouth.

Bade gasped, his hips bucking once on reflex to the warmth surrounding his tip so suddenly, the wash of pleasure going through him quite lovely even despite him being fatigued from the four orgasms he'd had already. He was actually thankful Moon was going to be on top, as he wasn't sure he could be the one doing all the work for another mare yet.

Moondancer continued suckling him for a while, bobbing her head slightly, feeling the life returning to Bade's shaft as blood flowed into it again. She felt a certain pride being able to make a stallion hard like this, to make him moan as she sucked on his big dick, enjoying the feeling of hardness beneath his soft, smooth skin on her tongue. She was also quite satisfied by his masculine flavor, the remnants of his cum on his stallionhood's skin, as well as what she knew to be Twilight's sweeter fluids still coating his length.

Moon was reminded by the sight of his erect cock of witnessing her crush getting bred up close and personal, and by his taste of Bade spurting his first, largest load into her mouth, then all over her. That only made her clit wink that much more as a string of her thick fluid drooled down from it, her wanting so badly to take him into another hole now.

Bade, meanwhile, once more enjoyed Moon's mouth around his upper shaft, her tongue's tip tracing his flare's ridges when she pulled out, making him give a contented little nicker in response. He always loved when his wives would do that for him, how it would make his hips softly roll like they already were. Twinges of pleasure danced up and down his spine as he swiftly grew completely erect, what hardness he'd lost before very quickly regained. Eventually, however, Moon pulled him from her mouth to his mild disappointment, though he knew something even better was coming.

Bade's shaft was standing like a mage's spire now, and without letting her mind dwell on what she was doing, Moon climbed up on the bed. Standing over the supine stallion, his studly stallion-scepter standing strongly, soon to be slid and secured, and squeezed, in her snug, slick slit until he spurted sensual, substantial sums of sperm-saturated semen into her supple snatch.** Moon then straddled him, a hind leg on either side of his barrel, and she could feel as his turgid shaft pressed to her swollen, eager lower lips already.

Moon felt a tinge of anxiety coming back, but forced it down again. It felt much more comfortable to be on top. It didn't feel like Bade was pressing down on her, didn't feel like he was pinning her down and crushing her. She felt in control of a situation in her life for once. "Wow," Moon said, all she could really manage as she felt the first touch of a stallion's cock sliding between her pussy's lips. It felt...nice would be an understatement.

"You think his dick feels good just touching your pussy, just wait 'til you get it inside you," Amaya commented, watching as Moon took her virgin journey into being pleasured with a stallion's cock. Amaya felt a little bit of instinctive jealousy, but easily shrugged it off. She shared her stallion with Twilight, so why not another too. "Try grinding your hips a bit, get a feel for him."

Seeing Moon's concerned expression, Twilight smiled comfortingly. "We're right here for you Moon, don't worry," Twilight said, standing so she could nuzzle supportively into Moon's neck. Feeling her shudder and seeing Moon visibly relax some at that comfort, she continued, even giving a small kiss on her neck and feeling her shudder again.

Moon soon felt Bade's hooves hooking around her stifles, her eyes widening a bit as she looked down at him, and just saw a small smile on his muzzle. "Is this OK? I'm just trying to support you so you don't fall off," Bade said, and she nodded her consent.

"Y-you can, um..." Moon said, trying to grind her hips, but not very good at it at all, her movements jerky and not very pleasant. Instead, she looked to Bade for help. "...you can...move me some...if you want to." Bade nodded, then slowly, tentatively started grinding her hips on him, moving her back and forth slowly, her being rather surprised how much he could still do while on his back. Moon, however, enjoyed the feeling of him working to pleasure her, his cock sliding slickly and smoothly between her lower lips, with her feeling it pulsing on occasion. Soon, Moon took over her hips' movements after getting the rhythm and Bade let her, just resting his hooves on her stifles' curves thereafter.

Feeling something so hard, yet so soft, between her lower lips and rubbing her sensitive flesh as she lubed him up, felt lovely to put it lightly. "Mmm, wow...no wonder ponies like doing this so much..." Moon mumbled, feeling his medial ring grinding over her clit's hood, prompting a wink from it and a small moan from her as her most sensitive part bumped against his.

Bade felt Moon winking against his shaft, knowing how badly her body needed him by just how soaked his crotch was within a couple grinds and just how good her heat smelled, but didn't want to force the issue and have her panic again. "Whenever you're ready, just line me up and slide me in slowly. Don't go too fast, this isn't a race. The flare will feel pretty big, but once you get past it, it'll be much easier to slide the rest of me right in." Bade said, getting a prompt nod from Moon. Honestly, he was quite comfortable letting her do whatever she wanted, letting her ease herself into the pleasure sex could bring. He would be lying to himself if he said he wasn't looking forward to showing another mare the wonders of having sex for the first time again too, even if he had to deflower her.

Moon soon felt his flare prodding around her ass as she tried to line it up, her struggling a bit as it would slip this way and that, her even nearly falling off of him once, and she would have too if Bade weren't holding her stifles as he was. When his member finally pressed to her slit, it once more slipped away when she tried to push down on it, her frustration growing as well as her desire. She finally lit her horn and grasped Bade's shaft in her telekinetic grasp, getting a quiet pleasured whimper from him as it held his breeding staff still, before moving it to where it needed to be.

The first touch of the flat of his flare right against her pussy, pressing against it as she moved her hips backwards, was an experience even the well-learned Moon wouldn't have a hope of finding words for. It felt so perfect, so warm and firm....so big. Moon's mind paused at that, mulling over how he may be too big for her, but she killed that line of thought before it could fester. Foals came from there too, after all, she thought, and they were way bigger than Bade's flare. With that, she pushed back more, applying more pressure to invite his sizable member into her tight, virgin canal. "Remember, go slowly at first," Bade kindly reminded her, getting a nod in response. Then, as Moon pressed her hips backwards, just his tip pressed past her lips.


Author's Note

* - cowgirl. I call it griffinstyle cuz I like to think Griffin society is hen-dominant and they usually claim their male's sperm like that instead of getting mounted. Of course, there are exceptions.

** - :D

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