Requests 3

by That_One_Brony

Rating: mature
Tags: Sex, Main 6, My Little Pony: Friendship is Magic, Princess Cadance, Soarin, Romance, Gilda, Shining Armor
Length: 6953

Clopfic written on request for the M/M shipping group

A series of clopfics written on request for members of the M/M shipping group.

This third one has been separated in order to allow for the use of more character tags. For requested stories not featuring the characters tagged, see the original or second Requests story.

Disclaimer: If you are not of legal age to view pornography in your area, then do not read these stories. All characters within are copyright of Hasbro.

Published 2012-08-02 03:04:01 UTC
Last updated 2013-03-12 17:47:09 UTC

SoarinxShining ArmorxCadence(GenderSwapped)

Shining glanced awkwardly around the bar. It was a nice building with nice wooden floors and walls lined with black velvet, but no matter how long he stayed here Shining couldn’t shake the feeling that he just didn’t belong here.”

The bar, or as it was properly called “Black Velvet,” was a rather famous, or more appropriately infamous, gay bar. It was well known for being the only place of its kind in Canterlot’s higher class districts, but that of course only contributed to the rather frightening rumors surrounding the place. Still, it was the only gay bar that Shining was willing to visit, even if he did have to wear a disguise to do so.

“Hello there,” Shining turned to see a light blue pegasus stallion had taken a seat beside him, “You new here pal?” The unicorn nodded in reply. “I thought so,” the pegasus added with a chuckle,” The dark glasses are a dead giveaway. Mind if I buy you a block?”

Shining blushed and shook his head. “I think I’d rather pay actually,” he said nervously. “Bartender,” he called,” Two salt blocks please.”

“Appletini for me actually,” the blue stallion chimed resulting in a glare from the unicorn beside him. “What?” he asked in response to the look.

Shining shook his head and sighed. “It’s nothing. I just didn’t expect to be buying something so pricey when I said I’d pay.”

The pegasus turned away from him a adapted a slightly odder smile. It seemed somehow devious. “Funny,” he said,” I didn’t expect the captain of the guards to be such a cheapskate.”

Shining paused just short of taking a lick of his salt and sat back up. “E-excuse me,” he stuttered.

The pegasus responded with a hearty laugh before taking a sip of his drink. “Dude I was at your wedding. Did you really think a pair of sunglasses and an overcoat would fool me?”

Shining lowered his glasses to get a better look at the pony beside him. He’d thought that he looked familiar. “What are you doing here Soarin?”

“I don’t think you’re the one who should be asking that question,” Soarin said dismissively, though the smile never left his face. “I mean, I’m not the one who got married less than half a year ago.”

Shining quickly covered his eyes and turned away from the pegasus. “Well, that’s kind of hard to explain,” he said.

Soarin’s response was to simply lean onto the counter and stare at the unicorn. Only when this got no response did he deign to continue talking. “You know I’m not going to leave until you answer me.”

“I know,” Shining sighed and lifted the block to his mouth, “I’m just trying to think about how to word it.” The unicorn took his chance to examine Soarin as he took a lick of his block. He certainly wasn’t an ugly stallion, and Shining was fairly certain he could keep a secret. Most importantly, he was a friend. Maybe not a close friend, but that might actually serve him better.

Soarin nodded and took another sip of his drink while Shining pondered how to raise the question. “How about we start with, ‘Here’s why I’m cheating on my wife,’” he said surprisingly nonchalantly His smile never left his face as he spoke. He was almost more curious then accusing.

Shining shook his head and chuckled lightly. “That’s not really what I’m doing,” he said.

Soarin raised an eyebrow in response. “Well then,” he said,” What exactly is it that you’re doing?” Now the pegasus did sound accusing, though Shining concluded that it was probably just because he wanted a confession. The tone rang more than a touch insincere.

Shining paused for a moment in consideration and took one more lick of his salt block. Then he took another. That little dose of courage was what finally made up his mind. With another deep breath the unicorn stood up and tossed a hooful of bits on the table. “How’s this for a deal Soarin,” he said,” You come home with me and I’ll explain the whole thing.”

Soarin required no more prompting. As soon as Shining had made his offer he felt the pegasus toss a hoof around his neck. “Well how can a resist an offer that good,” he said cheerily.

*****

Soarin was still asking questions by the time the pair had finally arrived at Shining’s home. “So let me see if I’ve got this straight,” he began, “Your wife is the one who sent you to the bar?”

“Correct,” Shining responded as he opened the door and trotted inside with his companion.

“And your wife wanted me to have sex with you?”

“Still correct.” Shining continued up the stairs with the pegasus in tow.

“But she doesn’t want to join in?”

“Almost correct,” Shining said, stopping just before the bedroom door. “You see Cadence wants to watch us. That’s kind of the deal here.”

Soarin rubbed his skull. “So she just wants to watch, but not get involved?”

“That’s what she said.”

“And she specifically wanted a stallion?”

Shining couldn’t help but grin as he said the next line. “Well actually that was my idea. It’s kind of something I’ve always wanted to try.”

“There’s a spell for that you know.” Soarin said with a chuckle.

“Yes,” Shining responded,” But, you know, two birds with one stone.” With that, Shining pushed open the bedroom door; confident that there would be no more questions.

When Soarin followed the unicorn inside the first thing he did was take a look around. He was a bit confused to find that nopony was there. “So where is she then,” he asked turning back to his host.

Shining responded by nodding nonchalantly to a nearby painting. Soarin followed the nod to see a rather frighteningly large painting of the elements of harmony. He had to admit it was at least more clever than the standard portrait. He couldn’t even see the eyeholes.

“So how do we start?” Shining asked. Soarin glance over to see that the white stallion had removed his coat and glasses, and had already climbed onto the nearby oversized bed. Soarin’s smile quickly widened as he stared at the unicorn. Shining Armor was already sporting a raging erection, and a blush to match.

Soarin responded to the question by flying up to join the unicorn on the bed. “Well it looks like you’re eager to get started,” he said with a chuckle while he smiled down at the stallion still blushing below him. “Let’s start slow. We don’t want our audience getting too excited just yet right?” With that Soarin took a seat on his eager host chest; giving Shining a good view of his own throbbing erection.

Shining moved to stroke himself with a free hoof as he stared at the stallionhood in front of him, but he was almost immediately blocked by Soarin’s own hoof. “Not too fast now, we don’t want to split her attention,” the pegasus said with another chuckle as he scooted a bit forward. Soarin’s member was now dangling tantalizingly in front of the unicorns face, and he got the message.

Soarin was briefly surprised by the vigor with which his partner started. Shining didn’t even appear to consider starting slowly as he wrapped his lips around the shaft above him and pushed himself as far down it as the position would comfortably allow. The pegasus was even more surprised when he felt himself magically lifted to a stand in order to allow his partner a more accessible target.

Soarin briefly allowed this rather enthusiastic display. He even found himself momentarily pushing in response as Shining Armor wrapped his hooves around the pegasus’s waist and went to work. Then he remembered why he was here.

“Slow down there buddy,” Soarin managed to say through a sigh as he stepped back from the unicorn. Shining made no moves to resist as the pegasus slipped out of his grasp. He merely laid back and glanced up at him as he spoke. “We don’t want to finish before the main event.”

Shining nodded in reply and rolled over. “Well then I guess it’s time we get started,” he said, standing up and raising his tail.

Soarin took a moment to glance at the nearby painting before responding. For a moment, he would have sworn he noticed a sliver of pink slide into it. Still no eyeholes though.

“Right,” the pegasus said before hopping on top of the unicorn. Soarin moved slowly and skillfully into his partner. Shining started lightly moaning as soon had managed to squeeze the tip in, and the noises grew from there. As each thrust moved deeper, the moans grew longer, if not louder. All the while the unicorn had his hooves planted firmly on the bed. While he did inch towards the pegasus by ever so slightly lifting his rear with each of Soarin’s thrusts, it seemed as if Shining’s chief concern was simply keeping his footing. This became even more evident after Soarin began to increase his pace.

That’s not to say that Shining paid no attention to his own stallionhood however. In fact mere moments after he had been penetrated the unicorn’s horn begin to glow. As this was not the wonderbolt’s first time with a unicorn, he knew instantly what his partner was up to. He also happened to know just the way to stop it.

Soarin inched forward and gave his partner’s horn a playful lick, instantly causing the spell to fizzle and eliciting another gasp from the stallion below him. This didn’t really stop the unicorn from trying of course, but Soarin kept up licking in order to make sure he never got a proper shot.

Shining squirmed below the pegasus in response; evidently unable to decide whether or not he preferred this over control of his magic. Soarin didn’t care either way. His job was to put on a good show. And the number one rule for a good show was: always leave them wanting more.

That was the thought that ran through his head once he finally was allowed to see his audience. The pink alicorn in question had, at some point during the performance, moved out from behind the painting. Soarin watched them with as seductive a gaze as he could muster as they stared. He took note of the large stallionhood that was currently sitting rigidly between their legs as he worked. Evidently he had been right to leave some of his partner for them.

“Are you ready for the big finish,” the pegasus said. He spoke it into the unicorn’s ear, but as he spoke his eyes were firmly facing the alicorn. He got no response from the former save for more panting, but the latter responded with a rather decisive nod.

Not one to disappoint, Soarin’s finish was indeed quite big. After wrapping his forelegs around Shining Armor, the pegasus executed an impressive flip onto his back while still pumping away inside of the unicorn. It was at the moment that his back hit the sheets that the pegasus came, eliciting another provocative moan from the unicorn now laying on top of him.

It was at this point that Shining noticed the alicorn in the room. “C-Cadence,” the he muttered. Soarin was positive judging by his tone, that the next words out of his mouth would be something akin to, “Did you enjoy it?” Thankfully the sappy stallion never got that far.

Before Shining could speak anymore Cadence had joined the pair on the bed and, thanks to some deliberate positioning, given both Soarin and the unicorn on top of him a good view of his shaft. Shining seemed momentarily perplexed by the revelation that his beloved was not only standing above him, but was also bearing a stallionhood that easily put both him and Soarin to shame. Luckily, that too didn’t last as Cadence began to suckle on his lover’s shaft.

Shining began to moan once more as his beloved caressed his member with a skilled tongue. Soarin glanced only briefly at the alicorn’s face before turning his attention back to the shaft dangling above his head. He knew why he was here after all.

With a bit more effort than it was probably worth, Soarin raised his head up and began to lick the base of Cadence’s member. Shining, either jarred by Soarin’s pushing or simply unwilling to be outdone, joined the pegasus soon after. However he once again took the direct approach by wrapping his lips around the head of the shaft.

Shining didn’t last much longer after that. Soarin paused his portion of the work for a moment upon hearing the unicorn’s muffled moan in order to get a good look. The alicorn lifted his head off of his lover’s stallionhood just in time for the burst, but made no effort to avoid the oncoming spray. Instead Cadence refocused his efforts on his own crotch. Each thrust became instantly more in time with Shining’s bobbing once the unicorn had finished.

Soarin backed off after that, simply choosing to enjoy the show from beside the handsome stallion. The show did go on for some time further while the pegasus joyously watched the pair. Yet still he was somehow surprised when the couple finally did finish. In his revelry he had forgone moving himself out from under the pink stallion, and much to his surprise, it turned out that Shining Armor wasn’t the swallowing type.

Just as his love had done before him, Shining broke away just in time for Cadence’s orgasm, and both of the stallions below the alicorn found their faces splattered with semen. Shining seemed to be enjoying it, but the pegasus had to admit it wasn’t exactly where he liked the cum to hit. Of course, ever the showcolt, Soarin stayed where he was until the stallion had finished, and did his best to enjoy it. It was only once he was sure Cadence was through that Soarin finally moved away.

The couple glanced at the pegasus briefly after he stood up and wiped his face on Shining’s nearby trenchcoat. “I think I’ll leave you two lovebirds alone,” he said with a chuckle and a smile at the pair. Cadence had at that point laid down beside Shining. In fact, the alicorn had laid down in the place Soarin had just vacated. “I’m glad I could be of service.” With that Soarin shot the pair another smile, and left the room in order to shower.

Soarin left later that night once he had cleaned up. It was hardly his business to actually sleep with the couple after all. Eventually he found himself back at the “Black Velvet” bar; quietly hoping the next stallion he approached was actually single.

ButterscotchxGilbert

Butterscotch took a deep breath and counted to ten…for the second time in a row. This time he managed to actually raise his hoof to the door, but failed in actually knocking. Instead, he opted to simply turn around and make a break for it before things went too far. Unfortunately Rainbow Blitz had apparently planned for this and was floating, surprisingly quietly, behind the nervous pegasus the entire time.

“Where do you think you’re going?” Blitz asked accusingly. Butterscotch hadn’t readied a response better than, “Anywhere else,” so instead of wasting time talking he decided to just make a break for it. The attempt was, needless to say, futile.

“We really don’t need to do this Blitz,” Scotch pleaded as his friend carried him back to the house. “I’m sure he’s sorry. We don’t need to force the poor guy to apologize.”

Blitz responded rather rudely to this very well thought out excuse by plonking Butterscotch back down on the front step and shooting him an angry look. “Poor guy my flank,” he shouted, “Are you really going to just let him get away with what he did to you?”

Butterscotch could feel the tears welling up in his eyes as he shook his head in meek defiance. “Please don’t make me go in there Blitz! I don’t think I can face him by myself.” He knew that the tears would only encourage his friend to push hard, but he couldn’t help it. This whole situation was just too stressful.

Blitz just sighed and moved a wing Butterscotch’s way. The yellow pegasus happily took it and used it to soak up the tears. “We’ve already been over this, Scotch. I’ll be right outside if you need me. Besides,” the blue pegasus moved his wing away and stared his friend right in the eye, “Gil’s just a lot of hot air. He may be a jerk, but I doubt he’ll really hurt you all that bad.”

The tearful pegasus wasn’t very reassured by this statement. Namely thanks to the qualifier, “That bad.” Still the confidence that Blitz spoke with was enough to stop his tears at least. Butterscotch was able to calm down fully soon after that, at least for long enough to speak. “I just don’t think I can go through with this, Blitzy.”

Blitz suddenly lifted Butterscotch into the air again and stared at him with a confident smile. “Not so fast now,” he smirked, “I’ve seen you take on a whole lot tougher than a snarky griffon.”

“But those were emergencies,” Butterscotch complained as firmly as he could manage. He even managed to look Blitz in the eye when he spoke. It still didn’t sound very convincing though. He was pretty sure his friend wouldn’t buy it.

But then Blitz surprised him.

“Alright,” the blue pegasus shrugged and dropped the yellow pegasus. “If you really insist, I guess we can always try again tomorrow.” Butterscotch was too confused to say anything as he watched Blitz turn away from him. Sure this was what he was hoping would happen, but he never thought in a hundred years that it would actually work. After a particularly long moment of not saying or doing anything, Blitz looked back at his friend, confused. “You okay, Scotch?”

Scotch suddenly beamed at the realization that this was actually happening. “Oh thank you, Rainbow,” he shouted gleefully as he moved in for a hug from his best friend. He was quickly surprised again when instead of the embrace of a fellow pegasus, he found himself cuddling up to a hastily raised bit of cloud. Of course, Butterscotch wasn’t stupid enough to not realize what was going on, but he was too shocked by the betrayal to do more than turn his head.

Blitz was smiling back at him, his hoof raised to the door of the griffon’s hut. “This is for your own good, Scotch.” Blitz’s smirk widened a touch as he punctuated his sentence with a thunderous knock. Butterscotch dove to stop him but by then it was far too late. Blitz had already knocked and taken off, leaving the yellow pegasus laying on Gil’s doorstep when the griffon opened the door.

Gil just stared at Butterscotch at first, and the yellow pegasus returned the stare. The griffon was clearly confused by the pony spread out on his doormat. Butterscotch did his best to assuage the mental strain. “Umm…hi,” he said. With a quick flutter of his wings he was back to standing up so he could look the griffon in the eye. Even confused he looked scary. Butterscotch could only manage to whisper the explanation. “I’m Blitz’s friend.”

The message seemed to get through despite how quiet it was. Butterscotch could tell because Gil’s expression changed from one of confusion to one of annoyance. The griffon rolled his eyes for a moment before sighing and walking back inside. Butterscotch was left standing at the still open door for a good five seconds after that while Gil walked further in and sat down at a nearby table.

The pegasus made a move to close the door, thinking that Gil must have simply forgotten, but was frozen stiff when he caught a death glare coming from the griffon inside. The glare was followed soon after with a wave of his talons and a rude statement. “What are you waiting for, dweeb? Get in here.” Butterscotch immediately responded to Gil’s raised voice and not only walked inside, but made sure to close the door behind him as well.

Immediately after hearing the click of the door closing, Gil spoke up again. “Now here’s what’s gonna happen, lamewad.” Butterscotch turned back to see that Gil’s glare had left his face and been replaced by a derisive sneer. “You’re going to sit there for the next five minutes. Then you can just head back outside, and we can both get on with our lives.”

“Umm…Blitz actually brought me here to talk to you,” Butterscotch complained while following Gil’s order regardless and taking a seat.

Gil grinned and rested his head on a talon. “Yeah I know why Blitz, brought you here, but let’s be honest; we both know that you’re not getting an apology out of me, okay?”

Butterscotch fidgeted for a second, unsure of how to respond. He didn’t really want to start a fight, but on the other hoof Blitz would probably see through any lie he came up with. Besides, he was already here. He decided to speak up. “Umm…well, I was kind of hoping-“

“I mean, it’s not my fault you can’t take a bit of shouting,” Gil interrupted loudly, “Besides, you were the one who ran into me.” He was pretending to be nonchalant about it by turning his eyes away, but it was clear to both of them that the pegasus had started talking. This left Butterscotch to fidget futilely for another few moments while he got himself together again.

He reassured himself with Blitz’s statement that Gil wouldn’t hurt him. Then all he had to overcome was his desire to not overstep his bounds as a guest. He decided that simply stepping inside for a better seat wasn’t such an overstep, so with one more deep breath to steel himself, Butterscotch stepped off the mat and took a seat opposite his host at the table. He paused only for a second when he caught Gil’s simultaneously surprised and angered look, but he’d already made his decision to come in. He did have to provide the griffon with a meek, “Excuse me,” before actually sitting down though.

The surprise was gone immediately after Butterscotch finished his apology, but the anger on Gil’s face lingered for a moment before he turned away with a dismissive motion. “Fine. Guess it is more comfortable than sitting on a doormat.” Gil sighed and turned back to the pegasus, the anger now gone. Now he just looked completely apathetic.

As far as Butterscotch could tell, this apathetic stare meant that things were going well. They were at least certainly going better than he’d expected. This little bit of insight gave him the confidence to continue. “So umm…I know you’re not going to apologize,” Butterscotch mumbled, “But I was kind of hoping we could maybe talk about the last time you were in Ponyville.”

“Sure why not,” Gil remarked with a sigh, turning his head away again. Butterscotch actually felt himself start to smile when he heard the griffon say this, but the smile was torn away quickly when Gil continued talking. “No wait, let me guess.” A distinct frown form on the griffon’s beak and her glared back at the pegasus. “I ‘overreacted’ right? I ‘hurt your feelings,’” Gil said with a mocking high voice for emphasis.

“A-and you scared the ducklings,” Butterscotch mumbled unenthusiastically. He found that he was starting to tear up all of a sudden, but he still had to try and talk to the griffon.

“Yeah and I scared the ducks,” Gil responded dismissively before letting out a chuckle. “Heh, don’t tell me you’re about to start crying again.”

“I-I’m sorry.” Butterscotch spoke a touch more loudly as he raised his head and looked the smirking griffon in the eye again. Blitz would have been proud that he was being so strong. He was going to continue to say something about how it took him hours to get the poor little ducks back together with their mother, but he took too long to get himself ready and Gil jumped in instead.

“Ha! Apologizing for crying; talk about sad.” Gil had added an angry glare to his frown from early. “’Oh I’m so sorry,’” he mocked, “Pathetic.”

Butterscotch strongly considered running out in tears at that point, and were Blitz not still undoubtedly waiting for him outside, he probably would have done it too. Instead after a brief bit of shaking the pegasus steadied himself by planting a hoof firmly, and unexpectedly noisily, on the table and looking back up at Gil. Before he could stop himself, Butterscotch found that he was shouting through the tears streaming down his cheeks. “You don’t need to be so mean about it!”

A silence penetrated the room after that for just long enough to be noticed. It was filled quickly by the soft sobbing of Butterscotch, and that in turn was covered up when Gil started talking again. “I guess you actually do have something like guts.” Gil was grinning again, leading to Butterscotch becoming a touch confused. Things were cleared up a bit after the griffon stood up and moved around the table threateningly. “Well, little filly, let’s see if you have the guts to back up yelling at me.” Gil finished by backing up a little and leaning forward in a threatening stance.

As soon as he realized what was going on, Butterscotch quickly shook his head and tried to complain about how he wouldn’t fight Gil. However, the griffon didn’t give him time to plead. Apparently seeing the head shaking as a moment of weakness, Gil lunged straight at the nervous pegasus. This was a poorly though out move at best, because while it did manage to send Butterscotch rolling, the pegasus’s instant reflex was to wrap his legs around whatever was nearby when he was sent flying. As a result, Gil was sent rolling alongside his target until the pair slammed into the nearest wall.

It was pure fortune that Butterscotch wound up on top of the griffon after gravity deigned to peel the pair away from the rocky wall. For at least the next few seconds, he was too dazed to notice Gil squirming underneath him; instead paying attention only to the bunnies hopping around his head. Sadly, the dream bunnies were scared away when the griffon started yelling. “You’re a lot heavier than you look,” he complained.

Upon realizing where he was, Butterscotch sat up instantly. He let out another meek, “Sorry,” before suddenly stopping. He stopped because he noticed that Gil was once again frowning, and this time it came with a particularly frightening glare.

“What the peck are you doing?” Gil reprimanded that pegasus. Thankfully though, he’d stopped fighting for the moment. “Get off of me!”

“Umm…I will,” Butterscotch responded shyly,” B-but first you have to promise that you won’t attack me again.”

Gil started squirming again. “Are you kidding me? I’m not done with you yet.” The griffon smiled again and started to reach a talon up towards Butterscotch’s face, only for it to be stopped by a surprisingly quick hoof and pushed back to the ground. “Hey!” he shouted.

Still, Butterscotch persisted. “It’s just a little promise,” he said politely.

In response, Gil continued to struggle; growing steadily less enthusiastic as the minute passed. Butterscotch naturally took this as a good sign at first; thinking that Gil was calming down. He changed his mind somewhat after feeling something poking him in the rear, and simultaneously noticing that the griffon had started blushing.

With a rather mare-like shriek Butterscotch threw himself off of the prone griffon and landed rather harshly on his back. Gil stood up before the pegasus could manage to recover, with his backside turned towards the now prone pony; erection clearly visible. “I told you to get off of me,” Gil mumbled before sitting down with his back still turned. The griffon’s penis was now impossible to see from Butterscotch’s position, but he could still picture it clearly and, much to his embarrassment, he was becoming somewhat aroused himself.

The pegasus couldn’t even manage to get out the mandatory, “I’m sorry,” after that. He was too busy clumsily getting to a stand and trying to hide his shame. Despite his desire to hide away however, he couldn’t manage to tear his eyes away from Gil’s feline rear. He did his best to clear the various perverse thoughts that were now circling through his brain. The effort was not only futile, but it also prevented him from turning around to hide before Gil turned his head to give him another look. By the time Butterscotch noticed that he was being stared at, the best he could do was move his forelegs to cover himself.

The look on Gil’s face was new; a slightly lifted brow and something that wasn’t quite a smile on his beak. Had Butterscotch been able to think he may have been able to place it, but he was now simultaneously trying to clear his thoughts and keep his eye off of his host’s behind. “I didn’t hear an apology,” Gil said with a frankly strange tone. He didn’t sound angry, but there was a pretty strong intensity to his voice. He continued before Butterscotch could give him the apology he wanted. “You did that on purpose didn’t you?” The affectation he used was becoming somewhat clearer now. He sounded…seductive.

“N-no,” Butterscotch responded hastily. He reflexively moved his wings to cover himself just as Gil turned around fully. He simultaneously closed his eyes. It was his only alternative to looking down at the moment. “N-not exactly anyway.”

He opened his eyes again after he felt a talon stroke the front of his neck and up his chin. Gil was now standing rather uncomfortably close, and wearing the widest grin he had since Butterscotch had arrived.
“Are you really back to being nervous after what just happened? That’s disappointing.” Butterscotch casually lifted a feather to bat the talon away. Once that was done he quickly plunged his face behind his wings in order to conceal his blush along with his erection. “Well that’s a little better.” Gil chuckled as his talon reached again to stroke Butterscotch’s defiant feathers.

Butterscotch shuddered as he watched his erection grow. Gil continued his stroking, lower and lower, until he suddenly stopped. By this point the stallion’s member had reached its embarrassingly large full length and, thanks to the way he was curled up, was dangerously close to hitting him in the face. The desire to keep himself from auto-fellating while somebody else watched, combined with a touch of curiosity about why Gil had stopped so suddenly, prompted him to lift his head.

What he saw after freeing himself from the confines of his wings solved the problem of his curiosity, but only made his other problem a bit more difficult to handle. Gil had turned around again, and once again he was standing up and on full display. To add to Butterscotch’s discomfort, the griffon had started touching himself.

“I was wondering when you’d get out of there,” Gil said while taking a moment’s pause and removing the talon from his cock. This brief lapse gave Butterscotch the ability to pull himself away from the display just long enough to catch the griffon staring at him over a wing. With a quick flick, Gil’s tail shot out and wrapped itself around Butterscotch’s own cock; released from the pegasus’s feather cocoon without him realizing. “I thought so, lot bigger than me,” Gil commented as his tail loosed its grip and flicked back towards him, “Looks like it’s even bigger than Blitz.”

“Uh-umm.” Butterscotch tried desperately to comment back, but nothing came out; nothing coherent at least. His eyes darted nervously from Gil’s face, to his ass, and to his cock, before finally resting on the piece between the pegasus’s own legs.

A smack from the griffon’s tail brought his eyes back to the rear. “Come on already,” Gil complained, “Don’t tell me after all this flaunting you still aren’t willing to try and ‘pin’ me again.”

“I-I just…” Butterscotch couldn’t think of a good reason to refuse. Something about Blitz came to mind, and then something about why he came there in the first place, but the arousal flooding his brain was making everything else kind of foggy.

“How about we cut a deal then,” the griffon resumed pleasuring himself as he spoke. Though, this time he went about it with a more submissive style; after reaching a talon in between his legs, he moved slightly farther than Butterscotch had expected and started playing with the hole between his feline cheeks. “So,” he said, his voice becoming more breathy as the talon began to gently probe his anus, “If you help me get good and loose, I might just consider apologizing to you.”

Butterscotch could practically hear the gears in his head start cranking again when he remembered why he had come here, or, more accurately, why Blitz had forced him to come here. His mind was quickly fogged up again when he realized there was now even less reason to be refusing his host’s advances.

“Then-ahh…“ Gil let out a soft sigh as he removed the talon from his hole. Before continuing he took a moment to reposition himself; spreading his legs a touch more widely and peering at the pegasus from between them. “If you can pin me to the ground again, I may even let Blitz watch when I do.”

With a cautiousness that surprised no one present, Butterscotch stood up and edged his way closer to the griffon. Thanks to Gil’s offer, the fog had cleared enough for Butterscotch to realize he was just being used, but not enough for him to care. Gil was probably lying to him about the apology, but that didn’t matter at this point. Considering what he’d expected going in, this was an amazing turn of events. All he had to do was let himself go and get a little closer, and he would be able to really enjoy the act of probing the feline behind in front of him.

There was one more pause when Butterscotch got in reaching distance of Gil’s anus. He just sat there marveling at it as he slowly reached out with his tongue. Then the pegasus suddenly noticed a quick flick from the griffon’s tail just before it wrapped around his neck and pulled his nose into contact with the orifice. Butterscotch’s thoughts were abruptly cleared at last and he plunged his organ into the griffon.

Gil was pleasantly tight and incredibly responsive. Butterscotch had barely penetrated him when he started pushing back with great enthusiasm. Meanwhile, the tail around the pegasus’s neck tightened in hopes of achieving the same goal as Gil’s pushing. It was a somewhat frightening feeling but not an entirely unpleasant one, and Gil was allowing him the ability to breath just fine. That is to say, he was able to breath as well as anypony giving a rimjob could expect to.

“It’s been longer than I thought,” Gil commented after a rather lengthy sigh. Butterscotch had managed to get himself as deep as he could, and now he was putting his efforts into flexing his tongue to provide his partner with as much pleasure as possible. The way that Gil’s muscle’s clenched, alongside the sounds he was making, made it clear that he was doing a good job.

The response he was getting encouraged Butterscotch to continue in this manner for some time. He was forced to stop abruptly when what he was doing suddenly caused Gil to let out a shout and abruptly straighten his tail with an audible snap. Surprised, the pegasus quickly jerked his head back and peered between his partners legs. The griffon was panting.

“Alright,” Gil commented after a moment, “I apologize for scaring the ducks.” After a breathy chuckle, the griffon turned to shoot Butterscotch a seductive smile.

Butterscotch couldn’t help but smile back. “So, does that mean I should keep going?”

After a brief awkward silence, Gil rolled his eyes and sighed. “No, I think it’s time to move on.” With that said, the griffon took a few steps away from Butterscotch before rolling over onto his back. “Want to see if you can pin me again?” he said as he spread his legs.

Butterscotch nodded and positioned himself properly above the griffon. Gil was kind enough, or probably just eager enough, to provide the pegasus with a guiding talon as he tried to push his way inside of him. He let go with an energetic gasp and laid back the second Butterscotch managed penetration. The pegasus chose to make up for the sudden increase in distance between them by leaning closer as he attempted to ease his way into Gil’s rear.

The response from Butterscotch’s partner was every bit as intense as before. The pegaus stopped pushing for a moment because of how tightly Gil’s muscles were clenching onto him. Gil made up for the pause with his own pushes however, so Butterscotch started up quickly afterwards; nicely convinced that the griffon was enjoying himself.

Gil was working his own erection just as enthusiastically as he was engulfing Butterscotch’s. The pegasus only ventured a look at it once, right after he’d reached his final depth. Wrapped around Gil’s member was a talon that was stroking it in perfect timing with every push Gil made towards the stallion. It came to a momentary lull when Butterscotch paused to look.

“Y-you gonna go all out? Or what?” Gil asked. Butterscotch looked up to see Gil still grinning, although it was slightly harder to tell through the heavy breaths. With a nod, the pegasus pulled himself out as much as he could manage, and leaned in for a kiss. After realizing that because of the beak such an action was unfeasible, Butterscotch instead moved to neck the griffon before he got started.

As soon as his lips made contact with the feathers on Gil’s neck, Butterscotch started pounding his partner viciously. Gil seemed more averse to the kiss than the force the stallion slammed into him with. The shouting may have led somepony to think that it was the penetration, but that point had been cleared up earlier. What gave away his aversion to the kiss was how he jerked when contact was made; not enough to get away, they were too close now for that, but enough to be noticed.

Butterscotch went on necking the griffon regardless of this particular reaction. Kissing was simply how he did it, and he wasn’t going to let someone who’d been so mean to him stop him, especially when he was giving so much. For the first time that day, he felt like he really should be in charge of what was happening.

Whatever reservations Gil had about the necking didn’t matter for very long. He didn’t even last an entire minute once Butterscotch really got going. The cum splattering onto his barrel was the pegaus’s signal to switch to the other side of the neck. He paused just a moment to do so, making sure to give Gil a lick across the beak as he did, and got quickly back to his pounding.

Gil’s shouting had stopped in favor of gasping and only the occasional yelp. This was no doubt in part because he had finished, but Butterscotch had no doubt that it had at least a little to do with his slowing pace. “Nice work,” Gil commented between the now rare yelps, “Sorry about the ducklings.”

Butterscotch didn’t even register the comment past, “Nice work.” While he did feel good about being thanked, the rest of the statement was meaningless while his mind was still fogged up. And his thoughts were getting less and less clear as he reached closer to his peak. With one final thrust and an actual bite on his partner’s neck, the pegasus finished off inside of Gil. This brought out one final moan from the griffon, and one muffled, but still clearly audibly, moan from Butterscotch himself.

Now finished, Butterscotch released Gil and lifted his head. His mind was cleared a bit as he felt the feathers falling from his mouth and caught the look on his partner’s face. Something about the grin that the griffon wore as Butterscotch pulled out disturbed him. It seemed cocky, like he had just won some sort of victory.

Catching on to the pegasus’s suspicion, Gil rolled his head and gestured to the left with his eyes. Butterscotch followed the gesture without thinking, and found himself staring right at Rainbow Blitz, who was now standing in the doorway.

The room was filled abruptly with a penetrating silence filled only by the heaving of Butterscotch’s breath. A million thoughts about Blitz ran through his head as he stared at the blue pegasus. “How long has he been there?”, “Why was he drooling?”, and, “Why are his wings wrapped around his barrel?” were the most prominent ones. Each question led to an obvious enough answer; one that made Butterscotch blush furiously as time started to pick up again.

With a sudden burst of energy that he himself wouldn’t have expected given his heavy breathing, Butterscotch dashed right past his friend and out of Gil’s home, apologizing profusely as he did.