Rearing Scootaloo

*DING*

James hurried up to the oven.

He was making a spinach quiche with onions, corn, red and green peppers. It didn’t take long to set up, since he had been planning on making it anyways. He already made the crust and cut the vegetables. One of the benefits of not having a smartphone, tv, computer, or other such distractions. He had plenty of time to think and get things done.

The longest part was cooking it in the oven.

He spent about half of that time cleaning. The rest was spent wondering what the fillies were up to.

The timer signaled it was time to start making the side.

He turned on the sink hot water and put a small amount of water in a pot. He then put said pot to a stovetop and set it to its maximum. Soon the small amount of water started to boil and evaporate. He then took the pot back to the sink and filled it three quarters full and brought it back to the stovetop putting a lid over it. Soon after, it started to boil. He added salt and made sure it was all dissolved before adding macaroni noodles.

After getting it started he checked on the quiche. It was done. He took it out and placed it on a rack that was waiting for just such an occasion on the countertop. It needed some time to cool down. He took that time to complete his side.

He had yet to hear any music from the record player he had to carry from Rarity’s. He didn’t really hear much of anything from the fillies. He had some ideas on what they were likely doing with all the stuff he hauled over and set up.

Another thought came to him while thinking about them. Nothing ever seemed to come from Sweetie asking Rarity if Scootaloo could be a part of her family. It’s been two days. Rarity never mentioned it and Scootaloo never brought it up either. He wondered if Sweetie just forgot or if Rarity never took the request seriously or what.

He figured if anything was going to happen, it would’ve already happened. He supposes he freaked out for no reason.

At any rate, he checked the noodles and they were just about done.

He left the kitchen and went to Scootaloo’s room. It was quiet. He knocked on the door, “Yeah?” Scootaloo answered, muffled by the door.

“Dinner's ready,” he informed.

“Okay!” they both replied.

James quickly went back to the kitchen and checked on the macaroni. It was done. He dumped it in a colander in the sink, draining the water. He put the noodles back in the pot and then added what he needed to make it mac n cheese and mixed it together.

Once that was done he started setting up the plates, “Dinners done!” He yelled as he placed the quiche slices.

“We’re here!” Scootaloo exclaimed as she and Sweetie walked in, “what did you make? It smells good.”

“I made a spinach quiche and mac n cheese,” he answered. He put mac n cheese on the three plates and then brought one to each filly who sat next to each other at the table.

“Aww, I wanted to learn how to make those.” Sweetie complained looking at her dish with an angry frown.

He went and grabbed his dish and walked back to the table, “I did ask if you wanted to help me,” he said as he sat across from them.

“I know,” Sweetie said, ears down, looking depressed. He just wanted to grab her and give her a forever hug. She’s too cute.

“We can make it some other time,” he comforted.

“Yeah, we’ll learn it later,” Scootaloo said referencing the fact James had started teaching both of them how to cook. “Besides I need what we’re doing to work.” Her voice seemed urgent.

Sweetie perked right up, “yeah, you’re both right.”

“So how late are you both planning on staying up tonight? Actually how late did you stay up at Rarity’s?” He asked purposefully ignoring Sweeties and Scootaloo’s odd comments.

“Umm, I think it was around eleven,” Sweetie answered.

“It would’ve been later if Rarity didn’t make us go to sleep. It’s not like we have school or anything!” Scootaloo complained, “but now we can stay up as late as we want!” she exclaimed happily, before looking to him questioningly, “Right?”

“Well, it’s still summer so yes,” he answered.

“Awesome!” Scootaloo cheered.

“But,” he started, “once school starts you will be going to sleep at a decent time.” He informed.

“Whatever that’s like months from now” Scootaloo dismissed.

He didn’t actually know when school started. That was something he would need to sort out. “So what exactly are you two up to in there?” He asked.

They looked at each other nervously, until Scootaloo looked back to him, “it’s m-” she began before seemingly thinking better of whatever she was about to say, “it’s a secret,“ she said it with a nervous smile.

“Hmm,” he hummed, “I think I know you what you’re up to.”

“Y-you do?” Sweetie said alarmed.

“It’s so obvious,” he goated.

“It is!?” Sweetie yelled her voice cracking cutiely, looking like she just got caught eating from the cookie jar.

He laughed at how funny she looked, “okay, okay so I don’t really know what you’re are up to,” he said getting Sweetie to relax while Scootaloo glared up at him, “but I have a theory.”

“Oh yeah? Let’s hear it. I bet it’s wrong,” Scootaloo contested.

“I wouldn’t be surprised if it was but it’s the only logical thing that I can come up with...” he explained. They looked at him expectantly. He smiled, “you’re both playing dress up with the mannequin.”

Scootaloo’s face soured. Sweetie smiled, perhaps a little too sweetly. It either meant he was spot on and Scootaloo didn’t like that he knew, or he was wrong and Scootaloo was offended that he’d think she would play such a game. It was impossible for him to tell.

He smiled at a devious idea, “you know Scootaloo if I knew you liked playing dress up I could’ve bought you some dolls and little frilly dresses to go with them so you wouldn’t have to take Rarity’s stuff just to play dress up.” He’s foal sat plenty of fillies with the means to play dress up with mannequins and the will to do so. Come to think of it, he never saw Sweetie play dress up. Odd considering she had everything she needed to do so. It didn’t take long but he could think of several reasons why Sweetie would not play dress up. Chief among them is Rarity.

Scootaloo growled getting him out of his thoughts, “We’re NOT playing dress up!”

“Then what are you doing? Staging a three person play but missing a third person?” He asked

“NO! We don’t even need the msafwrs-” Scootaloo began to yell until Sweetie shoved a hoof in her mouth.

“It’s a secret!” Sweetie yelled frantically. Taking her hoof out of Scootaloo’s mouth who then gags.

“Ugh, pht, why’d you do that!”

“You were about to tell him!”

“No I wasn’t!”

“Yes you were!”

“Nu uh!”

“Ya huh!”

“Fillies please, how about we eat our food before it gets cold.” He said with a smile, then took a bite and swallowed, “before it gets more cold.” It was nice to see Sweetie behaving like an actual kid.

They all ate. As they ate Sweetie and Scootaloo constantly looked to each other for brief moments.

“...sorry,” Sweetie said after she was nearly halfway done. James had to resist going 'd'awww.'

“It’s okay,” Scootaloo said pushing her slice of quiche around on the plate, “I’m just… you know, what if it doesn’t work?”

“It will work!” Sweetie proclaimed.

“What will work?”

They looked up to him as if they both forgotten he was there, “ummm uhhh-” Sweetie began.

“We gotta go!” Scootaloo said shoving Sweetie till she was forced to jump off her seat.

“But I wasn’t done eating,” Sweetie complained as they walked away.

He looked at Scootaloo's plate and she must’ve only eaten two bites, if even. That was unusual, “do you want me to save your food for later?” He asked just before they left the kitchen.

“Yeah!” Scootaloo yelled.

“And mine too!” Sweetie also yelled.

“Just don’t destroy the house or hurt yourselves!” He yelled after they left the kitchen. He wondered what that was all about. Something was up. The fact that Scootaloo hadn’t eaten seconds let alone her first plate was proof of that.

He went and got plastic wrap, and wrapped up their plates then put them in the refrigerator. He then cleaned and put away everything else in the kitchen.

=============================================================================

Done cleaning. He sat down and considered knocking on Scootaloo’s door just to make sure they were okay, as there were still no sounds from them. He decided against it.

The sun was setting making the sky a beautiful orange/purple from the kitchen window. Before he knew it, everything outside was light greyish and it was only getting darker. It was hard to tell how long he sat there, just looking outside.

“James,” Sweetie said, startling him out of his blank state of mind. He hadn’t realised she was there until she said his name.

“Yeah?”

“Scootaloo has something she wants to show you,” Sweetie said almost nervously but also almost excitedly.

“Uh, okay what is it? Did she find a stray cat or something?” He asked as he followed her to Scootaloo’s room.

“Umm, you’ll see, just promise not to look away.”

“Why would I look away? Is it gross?” He did not want to consider what that could possibly mean in this world. A world where magic exists and nearly anything is possible. For all he knows she somehow managed to befriend a huge ass spider and make it her pet. He shivered at the unwanted thought.

“Just promise!” Sweetie squeaked out cutely.

“Jeez okay, I promise I won’t look away from whatever Scootaloo has to show me,” he said then a thought came to him, “unless whatever it is would turn me into stone,” he added thinking back to what Celestia showed him, “or blind me or anything else along those lines.”

“Umm oookaaay,” Sweetie said unsurely, “now close your eyes and cover them with this. I’ll tell you when you can take it off.” She said holding up one of Rarity's many night eye masks.

It only made him draw more parallels to what Celestia showed him and what’s happening now, “Sweetie is that really necessary?” He asked warily, as he bent down and took it from her outstretched hoof.

“Yes! Now put it on, you’ll only need to walk a couple steps.” He put on the night eye mask. He heard the door open if only because of Sweetie hitting/scrapping the latch to the frame at the start, “okay now walk forward.” He did so slowly. He eventually felt the start of thick blanket/carpet at his toes telling him he should have a couple more steps before he ran into the mannequin he had set up earlier today, “Stop,” Sweetie said before he could go any further. He heard the door close.

“So Scootaloo what do you have to show me?”

“Don’t take off the blindfold!” Sweetie yelled.

“I didn’t.”

“It’s true he didn’t,” Scootaloo confirmed somewhere below him and in front of himself.

“Ghhooodd” He heard Sweetie say muffled below him. “There’s a pillow below you sit on it,” Sweetie ordered. He did so slowly if only so he doesn’t accidentally sit on Sweetie, also he didn’t trust Scootaloo not to try and pull something. It turned out fine though and he was sitting on a pillow.

He then heard Sweetie run behind him and he heard the flick of a switch. Whatever ambient light that had been present was now gone. It was noticeable. He also heard Sweetie moving some fabric behind him though it was barely audible.

“Okay you can take off the blindfold now!”

All that greeted him was darkness, even more so than when he first found Scootaloo in this room. The curtains were undoubtedly closed. He supposes Sweetie covered any light that would creep from under the door. The point is, he couldn’t see a thing.

Something bumped into him from behind, “gah, sorry,” Sweetie said. She could be heard stumbling into other things once she moved on.

“You okay Sweetie?”

“Yeah,” she answered further away from him.

Things were silent for a little bit.

“Come on Sweetie, we practised this!” Scootaloo said impatiently somewhere in front of him, a little more on the level now that he was sitting down. That’s about where he set up the mannequin.

“I know, I know, it’s just so dark.” Sweetie said.

Scootaloo groaned in what sounded like annoyance and resignation.

“I almost have it I just need to find the- there!” She proclaimed triumphantly. “Are you ready?”

“Yes! Hurry up!”

“Okay, just let me-” She said, “-and now I need to, come on where is it... nevermind. found it!” she continued. Following that was some clanging noise.

“...” After a moment some music started to play from the record player. It had that old timey static like start up. It made him feel nostalgic for a time he hadn’t lived.

*bowa... bowa da na...* Played as the loudest part while *wachiwo wachiwo wachiwo~” repeated in the background.

James couldn’t tell what the music was but something about it seemed off. He’s heard similar before but couldn’t quite place it. It wasn’t necessarily loud or fast, though it gave the impression of being both. For some reason he got the distinct impression it was going to repeat several times. It kind of reminded him of seventies disco and/or detective music. It was not a song yet. The instruments seemed to be going for a specific kind of atmosphere just outside of the norm of regular seventies disco and/or detective music.

Just as he was starting to guess at what he was about to see from the music alone, the spotlight turned on.

Before him was Scootaloo standing on the red sheet within the light facing his direction. Behind her was not the mannequin dressed up like a pony version of Disco Stew or Dolomite as he briefly expected it would be.

In fact he didn’t even see the mannequin.

Instead all that was behind her was the pole that held up the mannequin. He blinked in confusion.

The rest of the room was very dark. It was like all that existed was the music and what was within the spotlight and he was just an observer, which he supposes he’s meant to be. The question in his mind however, was an observer of what?

*Bow chicka wow wow* The music suddenly intoned proudly, and he knew.

Scootaloo took a calming breath and closed her eyes for a moment. She opened them with a fierce determination.

Scootaloo started to sway her body. She slowly and purposefully strutted around the pole, putting more emphasis on her hips.

He felt Sweetie take a seat next to him. He looked down and after a bit he could barely see Sweetie’s outline in the darkness. Her attention was on Scootaloo, which reminded him of his promise.

He looked back up and found Scootaloo now on both hindlegs. Her forelegs were on the pole, as she sensually swayed her hips back and forth, while looking behind herself in a way that Sweetie does to him every once in a while. Her tail slowly moving from one side to the other in a teasing manner. Her wings remained by her sides.

She hooked a foreleg around the pole and started to walk around it slowly, pivoting her hind hooves in such a way to draw attention to her hips. She used her tail to caress her flanks where her cutie marks would be. Once she made it to twelve oclock she put a hindleg on the pole and swung back to where she was when she started.

She then kind of hugged the pole and wrapped around it in a very suggestive and tight manner. She blushed a little bit. It seemed uncomfortable to her, but that didn’t stop her from then moving so her back was to them and then leaning backwards slowly and outstretching her forelegs to the ground until she was doing a backbend. He had no doubt her nether lips where pressed firmly against the pole and her blushing face showed as much. Her exposed nipples were hard to ignore.

Her tail moved up the pole, somehow very suggestively, and wrapped around it. Using her hind hooves and tail as leverage, which were both wrapped around the pole, she got up from her backbend with a situp.

She distanced her body from the pole and swung around it once, much like the first time. She then kind of climbed it and flipped so that her rear was now sticking out in the air. Her tail swaying hypnotically, constantly keeping certain parts of her hidden.

She once again swung around the pole, one hind leg sticking out towards the ceiling other wrapped around the pole. One foreleg also wrapped around the pole and the other barely grazing the floor. She stopped once her back was to them. She reattached all her limbs to the pole in a tight hug, even her tail which once again coiled around it and rubbed up and down it.

She climbed down the pole to the ground, instead of sliding down it. It required her to hug it tightly. Once she made it to the bottom she started to somewhat walk on the floor only using her forelegs. Her hindlegs released their tight hold and splayed out into the air at that point, but her tail and gravity made sure her bottom grinded up against the pole. Once again he had no doubt there was some sensual friction there and it showed on her pink cheeks.

She struggled to not wrap her hind legs around the pole for extra support. Her tail slid up and down the pull and tightened around it all very suggestively, as her forelegs shook slightly from the extra weight.

Scootaloo then backed up onto the pole, blushing even harder as she did so. Her wings twitched ever so slightly. She only used her fore hooves until her back was mostly ninety degrees to the floor. At that point, her hind legs wrapped around the pole again and helped her climb back up it.

Once back to her original distance from the ground she swung around the pole. She managed to flip during it and landed on her hind hooves, back facing them.

She used a forehoof to slowly follow the contours of her body down to her hips and back up again. All while swaying her hips and her tail in a very flirtatious manner. Her other forehoof held her up with the pole.

She put both forehooves back on the pole then walked closer to it and kind of dry humped it, several times. Starting out slowly and getting faster.

She then jumped on it hind legs spread wide before wrapping them tightly around the pole. She then let go of the pole with her fore hooves. She leaned back about ninety degrees to the pole and spun around it as she did so revealing her little nipples once again. She quickly spun out of control and fell on her back. It seemed like an accident but she quickly got up and then started to shake her hips in their direction.

Her tail and rear gradually lifted up in little eye catching spikes as she also began lowering her head and forelegs to the ground in time with the music. Then as the last beat of the porno music went off her hindlegs legs parted and she completely lifted her tail. Her wings remained by her side for the whole thing.

Sweetie whistled the way a construction worker would at a hot babe walking by. She stomped the ground, “you did amazing!” She cheered and whistled again, “right James?”

“Uhhwha?” James was dumbfounded and shamefully hard. He had no idea how to react to that. Not suffering from internal dread brought on by several near death experiences certainly put perspective into things. He needed to ask Scootaloo a question or two.

Scootaloo got up from her exposed position and took some bows, as if she just got done with a play.

“Wait! Stay!” Sweetie commanded.

“Oh right,” Scootaloo said as if she made a simple mistake, and quickly went back to head down ass up.

He looked away and was greeted by darkness. Ruffling his hair he got up in distress. Slowly, he headed towards the light switch and after a moment of feeling around found it and turned it on. He didn’t know what to feel. He kind of felt horrified. When did Scootaloo learn to pole dance?

With the light on, he found the mannequin off to the side. Scootaloo was in the same position. He looked away from her, “okay, can either of you tell me what the f-” he began to say before stopping himself, “-what’s going on?” He breathed in to relax.

“She’s joining our herd,” Sweetie stated as if it was a fact.

He was hit with confusion, “uhhh, whaaaa? S-Sweetie we need to talk,” he said thinking quickly. He opened the door and gestured to her to leave ahead of him. Sweetie took the invitation and marched out the door, which he followed, “and Scootaloo stop doing that.”

She started to do so slowly clearly unsure, “Don’t.” Sweetie ordered causing Scootaloo to go back.

James face palmed rubbing it down his face, and left the room, closing the door behind him.

=============================================================================

He walked to the kitchen and closed that door when Sweetie entered.

He took a seat at the table and gestured for her to do the same. When she did he took a calming breath, “Sweetie, wha- why-” he said trying to find the words, “explain! J-just explain.” He was totally at a loss.

“She’s joining our herd!” Sweetie proclaimed once again.

James sighed and rolled a hand so she could continue explaining. After a moment of silence he figured she didn’t recognize the gesture. “Why?” He asked with a sigh.

“Because she’s my sister and she really wants to have a family, an-and I can’t stand to see her so so alone!” she explained passionately, “...she’s joining our herd!”

“Sweetie there’s so much wrong with that- Uht,” he said, holding up a hand before she could say something, “first of all she’s a fil-” he blinked realizing how pointless an age argument is. Sweetie was looking up at him clueless as to what he was about to say, “-uhmm ahem, I’m pretty sure she wants parents, she’s even considering calling me dad, which is… weird, all things considered,” he said, unable to find a better word besides wrong, “secondly, what made you even think of her joining us? I thought you wanted her as an honorary member of your family, or your parents to adopt her or something.”.

She gasped, “I never thought about that!” He resisted the urge to facepalm.

“Then what were you thinking?”

Sweetie breathed in, “first I thought it’d be neat if you adopted her, but that seemed so awkward and wrong after I thought about it a little more. Then I thought I’d just make her my sister but that isn’t enough, she needs a bigger family, so I invited her to our herd and she was so happy! I don’t care what you say, She and I are sisters, we’re a herd, and I-we we will e-even leave you if we have to.” She stated clearly not liking the idea.

“What?” James asked himself, and yes he heard what he heard, “l-lets not do anything hasty, let's slow down there,” he said, “okay so, I don’t quite understand... why would me adopting Scootaloo be awkward and wrong?” He asked. He could think of a couple of good reasons why it would be both those things, but he didn’t understand how those reasons could lead her to think this was in any way a better option.

“Because my best friend would be my daughter in law and I’m not old enough to raise a filly.”

It took a moment, “Pshh aha,” he laughed, before raining himself in, “okay that’s not at all what I was thinking.”

“Then what were you thinking?”

“Sweetie we talked about this stuff remember?” She looked at him clueless, “you know about adults taking advantage of kids…”

“Ohhh, that…” She frowned.

“Yeah, that! This is serious stuff Sweetie, you can’t just go inviting people into the herd like that.”

“It wasn’t just like that!” Sweetie yelled pounding her hooves on the table and standing up on her specialized chair, “She’s my sister. I’m her family! I don’t care what anyone says!”

“Okay jeez, I didn’t even know you could invite people into the herd.”

“Well, if you’re not going to let other males into the herd then I’m inviting the females I want,” She explained sitting back down, crossing her forelegs and looking up and away, “it’s up to them to join or not anyways.”

“Uhuh, well…” he took a moment to think. That actually seemed like a fair compromise, maybe. He wondered how many herds actually had other males considering the apparent seven to one imbalance. Herds must get huge if they do. There was so much he just didn’t know, “I can’t really argue with that just be careful what you tell them. We went over the risks of talking to other peo-ponies about it,” he reminded her. She’s too trustful. He was so screwed, he sighed accepting his inevitable fate in jail or worse, “with that said I’m pretty sure Scootaloo wants parents not a-a herd.”

“She wants a family. No, she needs a family! and herds are families!” Sweetie yelled passionately.

He paused, “Sweetie I can see how a herd can be just one big family, but you want me to be like her boy-coltfriend, which I mean she is considering to call me dad, so it’d be like it you were dating your dad.”

“What uuuhg,” she gagged in discuse, “NO! It’s totally different, you’re not her dad!”

He couldn’t help but wonder why she found it perfectly fine to include her sister into the herd, yet her dad was gross, especially after what Celestia had shown him. Then again, maybe a moment in time when ponies had mass orgies isn’t the best moment to judge their cultural norms, “that’s true enough I guess,” he agreed, “but I’m pretty sure Scootaloo wants parents not a coltfriend. I mean we’re not even m-” he cut himself off. He did not want to bring up the ‘m’ word to Sweetie. He knew how she liked to idealize things. It’s why her cooking was so bad and took lots of effort to get it decent. It’s also why he really liked her. He faked a cough, “ahum, but yeah I’m pretty sure she just wants parents.”

Sweetie let out a growl, “let her decide!”

He thought it over, “...Okay fine, I’ll ask her what she wants,” he agreed. He let out a long sigh. He took another calming breath, “do you happen to know where she learned about pole dancing?”

“Yeah. There was a book with sketches in the library about it that we used.”

“I see,” it was nice to know everything Scootaloo told him up until this point was likely true, and that she wasn’t taught to pole dance by some sicko. Sure it was bad, but not as bad as he was starting to suspect, “and why did it seem like she was depending on that dance going perfectly?” He recalled Sweetie’s and Scootaloo’s brief conversation during dinner.

“Aaaaaa,” Sweetie began, “the book said it was the best way to join any stallions herd you want… and she really wants to join your herd.”

James scratched his head, “what do you mean my herd? I thought this was our herd?” He asked completely confused and more than a little worried after all Sweetie did threaten to leave him.

“Without the head stallion a herd is incomplete, thus herds shall be externally referred to as the head stallions herd,” Sweetie answered in the way she does when she quotes a book.

“Umm, okay. But you were calling it our herd earlier, why the sud- “

“-Let’s get back to Scootaloo.” Sweetie interrupted, and then she jumped off the chair and ran towards the door.

“-den,” he continued from where he stopped after she cut in. He didn’t want to think about it, “ummm sure.” He said getting up and heading towards the door.

“So are you really going to let her join?” Sweetie asked as they walked back.

He stopped, “I-I don’t know, this whole thing it’s, it’s very…” he shrugged, “I don’t know, I’ll let her decide like I said I would,” he said and then continued. Something seemed off, like he was forgetting something important.

=============================================================================

They walked back and James opened the door. Scootaloo was laying down until she noticed them. She quickly got back up into the position she was in when they left.

“A-am I in?” Scootaloo asked nervously, as she kept her tail raised and head to the ground.

“Not yet, you still have to do something.” Sweetie replied.

James cringed now remembering the important thing. Their agreed upon method of having ponies join their herd, was sex, “Woah, wo, wait a moment, she doesn’t have to do that!” He half yelled in shock.

Scootaloo awkwardly peered at Sweetie who shook her head in disagreement of his words, “Sweetie told me you had to do something to me so I could join your herd. So, I’m going to let you do it!” Scootaloo exclaimed.

“Sweetie you can’t be serious, she’s-” he face palmed for trying to once again make an age argument. He took his seat on the pillow once again, “can’t we just let her be in the herd, she shouldn’t have to do that.”

“No, we already decided how ponies join the herd and we’re not changing it.” She proclaimed standing in front of him.

Never once did he think Sweetie would or could invite another pony into the herd, let alone a filly, “Scootaloo, did she tell you what we had to do?” He asked before he could stop himself. He should’ve changed the subject to him looking for adoptive parents or anything not down this road.

“No and I don’t care what it is I-” she faltered and her tail shot down completely, “I-I” her voice quivered, “I d-don’t,” her tail slowly started to raise again, “I don’t care i-if you have t-to s-s-spank me again, I-I’ll l-let you do anything to j-join your herd!” She yelled bravely. Her body was shaking. It was clear she was terrified.

“You spanked her!?” Sweetie asked in shock.

“Umm, Scootaloo you wh- I- wait…” he rubbed his face roughly, “Scootaloo first off I’m not going to spank you again,” he clarified, getting said filly to relax significantly, “what kind of relationship do you think we’ll have once you join the herd?” He asked still trying to ignore the fact she was still presenting herself to him.

“We’ll be a-a herd,” She answered.

“When did you spank her!?” Sweetie questioned clearly a little mad at not being answered the first time.

“So let me get this straight you just think we’ll be a herd once I do what I do?” He questioned while continuing to ignore Sweetie who growled. Scootaloo kind of nodded her head in agreement on the floor. It was difficult not to look at her exposed bits, “I… suppose I would have to agree with that assessment, I can’t really think of a reason why or rather how that wouldn’t be the case. It’s… uhhh huh,” he said shrugging his shoulders, “anyways, what are herds to you?”

“herds are really big families with lots of moms or I thought they were, I guess they’re just families,” she said uncertainly.

“I see, so Sweetie didn’t tell you anything, not even what we’re supposed to do?” He questioned.

“Well she did tell me that it would hurt a little, which is why I thought you were going to spank me. She wanted it to be a surprise.” Scootaloo explained as her rear was still in the air and her tail flagged.

James breathed in and let out a long drawn out sigh, “Surely you know what sex is, right Scootaloo?”

“Ummm, something to do with colts right? I heard some older fillies brag about all the colts they sexed up when I was at the orphanage.” Scootaloo said while her ass and tail were still pretty much directly in his face. It was so hard to not to look at her exposed filly parts.

He couldn’t help but smile at the words ‘sexed up.’ He quickly put the smile away though. How could she not know, he wondered. “Then why did you threaten to tell the guard I touched your p- butt?”

“She did what!? When did you- oh, when you spanked her! Which neither of you told me about!” Sweetie complained, crossing her forelegs, and muttering to herself bitterly. That wasn’t entirely accurate but he didn’t care to correct her.

They both ignored her for now.

“What’s that have to do with anything?” Scootaloo asked.

“Just tell me please,” he requested.

“Uhh, sure. It’s because every year mis- my caretaker at the orphanage would gather us up and tell us not to let anypony touch our butt’s. It was always so boring and they’d never answer any questions like why. They just said that anypony who did it would be in big trouble, like going to jail kind of trouble,” she explained, “I just didn’t want you sending me back to that place, that’s why I did that. I’m sorry,” she apologized, her tail slowly started slumping down, until it shoot back up.

“It’s okay, you had good enough reasons…” James intoned, “so you don’t know what sex is?” Scootaloo shook her head no. James found that hard to believe considering how good she did with pole dancing, then again she’s pretty good at dancing in general, “well, do you know what a bo- coltfriend is?”

“Yeah?” She asked and/or confirmed.

“You know when mares go on dates with stallions and get married and stuff,” he supplied.

“Yeah, I know! What about it?” Scootaloo said annoyed.

“Oh, I couldn’t tell sorry,” he began, “anyways, that’s basically the kind of relationship we would have, if you joined the herd. I would be your coltfriend,” he explained.

“Oh… but I would still be in the herd right?” She asked looking up to him from the ground, he nodded his head, “then hurry up and get it over with, whatever it is, my tail is getting kind of tired.”

“I umm, it’s more complicated than that Scootaloo,” James began, “coltfriends and fillyfriends aren’t officially family until they get m-” he stopped himself from saying the ‘m’ word, “-umm recognized by a government and other ponies in general, and I don’t even know how herds work when it comes to that stuff, I mean,” his mind went back to what Celestia showed him. That was kind of like an official thing, just missing a lot of family, friends, and at least one other witness. He’s pretty sure there’s supposed to be two witnesses. He also highly doubts that was the norm anyways, “yeah, I really have no clue how any of that works, but I don’t think we’d be an official family unti-”

“I DON’T CARE!” Scootaloo yelled and took some breaths, “I don’t care what anypony else thinks. Sweeties my sister and my best friend, b-but she really wants this to work out, I don’t want to let down my only sister. I practised so hard. Just do whatever you have to do, please!” Scootaloo requested, “so we can be a herd.”

James blinked unprepared for her impassioned speech, blowing out all thoughts on how to talk her out of this, “Are you sure?” James asked.

“YES!” Scootaloo confirmed. James sighed, stood up and hooked his thumbs around his pants.

“WAIT!” Sweetie interjected, “I need to get something first, don’t do anything yet!” Sweetie yelled before bolting out of the room.

He waited a moment, “Scootaloo I hope you realize that you can’t tell anyone what we’re about to do.”

“Ummm okay?” Scootaloo said unsurely as she shifted around on her hooves a little making her flank sway a little.

“I- do you want me to tell you what we’re going to do?” He asked.

“I really just don’t care. I trust you and Sweetie. You both helped me out more than anypony else ever. If you both are in a herd, then I want to be part of it too,” she explained, “if you’ll have me.”

“I mean, if you’re really okay with me as your bo-coltfriend then I guess I can’t really say no,” He said.

“Then…” she raised her head and looked back to him, “that means I’m in the herd?” she asked, voice full of hope.

James cringed, “well, like Sweetie said, we have to do something first…”

“Oh, right,” she said putting her head back.

With that they remained quiet. He was actually quite proud of Sweetie for deciding that she gets to invite other ponies into the herd if no other males were allowed. It showed she felt this was truly an equal partnership as it should be, though it would’ve been nice if she told him about it ahead of time. He really needs to take some time and get the rules for herds down, or make them up with Sweetie, whichever it is. If only so no more surprises like this happen.

After a bit Sweetie came limping in holding a piece of paper in her mouth and something in her hooves that the folded paper was blocking. He walked towards her and took the paper and got a better look at what she was carrying. It was the wet wipe stick and some wet wipes.

“Read the note,” Sweetie told him.

That shocked him out of his thoughts and he unfolded the paper in his hand and read it, “...really?” he asked after reading it.

Sweetie looked like she forgot something but nodded up at him innocently, despite that ‘note’ being anything but innocent. It had some specific instructions.

“Ima need to move you for a moment, Scootaloo,” he said and then picked up Scootaloo and placed her on her bed.

Scootaloo was now near the edge of the bed. Her tail still lifted. Her small little ponut and her sealed little slit, which remained as such even when she parted her hindlegs to get back into position. The fact her fur suddenly stopped at where her sensitive parts began just made it hard to ignore. Well, that and the fact the skin of her privates was a darker shade of orange than her fur. Her flanks were more toned than Sweeties who was slightly pudgy. He was starting to feel his boner coming back, as he remembered her pressing herself against the pole and blushing cutely about it. The fact she didn’t know what sex was. It was thrilling and wrong. Too wrong, “Scootaloo are you sure you don’t want to know what we’re going to do before we do it?”

“Yes I don’t care what it is, just hurry up, my tail is getting a tired,” Scootaloo answered.

Sweetie jumped on the bed and offered him the wet wipe stick and a wet wipe. He took them and got them ready so he could prepare Scootaloo’s ponut. He got on his knees so he could make sure he wasn’t messing up. Her ponut looked really clean on the outside at least. He looked to Sweetie who urged him forward with nods and a wide smile, “umm okay then, I’m going to do something now it might feel weird.”

He pressed the tip of the wet wipe covered stick against her little ponut, “w-what’s that?” She asked as her tail shot down but he grabbed it with his other hand.

“You sure you want to continue?” He asked as her tail struggled against his hand. She reared away from the wet wipe covered stick, and her wings tried to flap on their own as she clearly tried to rein them in.

After a moment, her slight struggles stopped and she moved back to the stick, “yeah, it just surprised me that’s all,” she said, despite the fact her wings were still shaking slightly.

“Okay then,” He said. He adjusted his hand to the base of her tail and gripped it a little firmer. It had a different feel than the base of Sweetie’s tail. He could now feel the skin at the underside, unlike Sweetie who has a short yet thick layer of fur at said place. It was weird how Sweeties and other ponies with her type of privates had fur that got shorter at their privates yet it was hardly noticeable visually at least.

At any rate, he slowly prodded the wet wipe into Scootaloo’s tight little ponut. Scootaloo for her part sucked in her breath, as he moved it in as much as he could. She was otherwise silent about the fact it was now inside her. She tensed up, as he rotated it and moved it in and out a little. He then took it out and Scootaloo relaxed, “was that all?” She asked.

It didn’t come back clean but it wasn’t too dirty either. He went to the trash can and threw it away.

“No,” Sweetie answered, hoofing over the other wet wipe to James, who took it once he got back. He proceeded to get it set up.

“O-oh, how much more?” Scootaloo asked.

“Yeah, Sweetie how much more?” James asked as he put the new wet wipe into Scootaloo, who seemed a little less tense.

Sweetie smiled but otherwise remained quiet.

Once that was done he checked the wet wipe and it might as well have been spotless. He grabbed the edge of it, released it from the stick, flipped it, and wiped it down Scootaloo’s privates, “Eee,” Scootaloo yipped, “That’s cold.” she complained.

“Sorry,” James apologised, “just making sure you’re clean back there…” he explained. He wasn’t sure he trusted the cleanliness of that pole. She had rubbed up against it. With that he threw away the last wet wipe and put the stick on Scootaloo’s desk.

He walked up behind Scootaloo, put his thumbs at his pants, and hesitated. He couldn’t lie. Licking and kissing Scootaloo’s plot seemed really attractive right now. It was just there for the taking, but Sweetie’s note said otherwise. Her small little ponut rested just above her flawless little slit, as she presented herself to him.

He breathed in calmed himself and slowly took off his pants, underwear and all. He then took off his shirt because it was kind of in the way. Scootaloo was facing ahead of herself on the bed, just looking at a wall, with her tail raised high, at the edge of the bed. It happened to prop herself to the perfect height. Not what he had in mind when he got the bed frame.

Sweetie walked to the side of the bed and grabbed a pillow.

He walked towards the filly and froze. What was he doing? This was a filly who was abandoned as a foal. A filly got turned down everytime a potential adopter visited the orphanage she was at because she couldn’t fly. It happened long enough that she would do anything to make sure she never saw another one. She just badly wanted a family.

Was he taking advantage of her? He wasn’t the one who tried to get her to join the herd. Then again, if it wasn't for him freaking out about nearly dying several times and doing what he did to Sweetie; none of this would be happening in the first place, so in a way it assuredly is his fault.

He breathed in and reminded himself that he had really tried to talk her out of it.

With that thought he stepped into position.

Hesitantly, He put both of his hands on either side of Sootaloo’s fit little flanks. Scootaloo tensed up a little as she tried to look behind herself. Before she could get more than a glance Sweetie threw the pillow over Scootaloo’s head, blocking her line of sight. Scootaloo glared at Sweetie who shrugged with a wide giddy smile.

Still hesitating, he slowly lined himself up, “Wait!” Sweetie yelled getting him to stop. He was thankful. Perhaps Sweetie saw how wrong this was. She walked to the edge of the bed next to Scootaloo and gave her friends privates a good long look. Sweetie then craned her head and kissed the tip of his dick, followed by licking and sucking soon after, “mmmm,” she moaned with his dick in her mouth.

She bobbed her head a couple times, trying not to fall off the bed, looking up at him. Eyes full of lust.

It was short lived as she disengaged leaving a kiss at the end, “I missed that so much,” Sweetie whispered to herself, “Now you’re ready,” she said to him. His dick was now wet with her saliva. He supposes he forgot about that, as despite being super hard, he wasn’t entirely into it, and that would've been a mistake. He was glad Sweetie caught it.

He tightened his grip around Scootaloo’s flanks and lined himself up to her ponut.

All he had to do now was push in. Sweetie was watching things up close. It actually gave him some peace of mind to have her there and approve of this. He could tell she was perhaps a little too into it what with the way she was staring.

With an internal sigh, he touched Scootaloo’s asshole with his tip and put a firmer grip on her flanks. Then he moved in slowly, “Gah, what,” Scootaloo began, her tail once again trying to get in the way. It was too late however, so all it managed to do was beat against his stomach. Her tight little passage squeezed him for all its worth trying to get him out.

“Noooo that’s too slow,” Sweetie complained.

“huuu? Wh-ee-at’s that?” Scootaloo asked, as he continued pushing in slowly.

“Sweetie, I’m not going fast right off the bat, I don’t want to hurt her, tsk…” he said in complaint as her tunnel continued to up the pressure, “uuuu-Scootaloo try not to squeeze so hard, try to relax... does it hurt?”

Scootaloo breathed a little, “No, it-it’s like if I have to take a huge poop, but uuhhg different, What is that? It’s w-wet.” She was much tighter than Sweetie.

“See, she’s fine. Now get started and don’t stop until she- you know~” Sweetie said in a leading fashion with a smile.

“Not yet, Scootaloo you need to relax your squeezing,” he instructed now that he was mostly inside her.

“I’m-uhg trying!” She halfway yelled. He could feel her quivering in her attempts to do just that.

A couple of moments later, “...Come on!! Hurry up and- GAH! Just Raaahh! You know what I mean James!!” Sweetie complained and demanded.

“No can do, I know your note told me to listen to your instructions but I will not be responsible for hurting her, physically at least,” he sighed, “again,” he said sadly. Sweetie looked ready to argue but withheld whatever she was going to say merely looking on impatiently tapping a hoof to the bed cutely. Scootaloo was still tight, but there was a noticeable difference from when he first began, “alright I’m going to start now, let us know if you’re feeling any strong pain and I’ll stop.” It would be nice if he could see her face, so he can maybe tell if he’s hurting her or not. Instead all he can see is a pillow over her head, and her tensed up wings. He supposes he’ll just have to trust her or Sweetie to say something.

“O-Okay, start w-what?.” Scootaloo let out uncertainty.

With that he almost moved completely out of Scootaloo. Her tight walls no longer gripping the majority of his shaft. He then plunged back in about three forth the way in her, “errmm” Scootaloo sounded through her closed mouth. It wasn’t a scream at least. He moved out just as quickly and back in, just as much.

“Huuuh?” Scootaloo sounded, “Ehh, i-it feels so woo-wierd when eeee-it comes back in,” she breathly explained, “hoooow long are we going to doooo this?” she asked extending her words with each thrust in, apparently getting better control of her breathing in such a short time.

“As long as it takes,” James answered vaguely. Sweetie’s note told him to do this until she had an orgasm. It also said she’d have further instructions while they did it but she hadn’t given any yet, that he could follow at least. She seemed mesmerized by the show. He wasn’t sure if ponies could get an orgasm just from their assholes. He couldn’t do this forever and he knew of one way that could probably get Scootaloo to orgasm. He snaked one of his hands down to her pussy, or more accurately her clit.

However before he could make it, he felt hooves pin or at least try to pin his hand to Scootaloo’s underbelly, “no cheating,” Sweetie proclaimed, throwing his plan out the window and stopping his movements while mostly inside Scootaloo.

Scootaloo seemed enamored by the feeling of his dick moving in and out of her asshole to pay the movements of his hand any mind, or Sweetie’s words for that matter. She wasn’t making any more sounds of displeasure or pleasure, merely taking it with as much silence as her breath would allow.

He wasn’t sure if it was good or not that he couldn’t see her face thanks to the pillow. If she could, would she be looking back at him in confusion and hurt? Would she be looking back at him in hope and relief? Would it be a mixture of all those things? He wanted to know.

He put his hand back to her flank, still mostly inside the small filly, “you doing okay Scootaloo?”

“Yeah, are are we done?” She asked in a somewhat strained voice. He couldn’t make out what she was feeling.

“No, just don’t forget to say anything if it starts hurting,” he answered. With a shake of his head he continued to fuck Scootaloo’s little ponut.

“I wooon’t,” She replied. By this point her tail was merely off to the side and somewhat raised. Her wings held tightly to their spot. Small huffs could barely be heard on the other side of the pillow.

After a little bit it seemed like Scootaloo was not getting any closer to an orgasm. He had made a go for Scootaloo’s teets but was stopped. He tried sneaking a hand around but Sweetie somehow managed to spot it. He tried grasping the base of her tail, but Sweetie once again stopped him. Sweetie really didn’t want him to cheat. No progress was being made.

He couldn’t do this all day. Sure he could last a good while longer, as he was mostly just getting physical pleasure out of this but this was taking too long. He just didn’t feel lust for this. It felt so wrong in so many aspects, still he had no intention on losing Sweetie over this. He would find a way to make it work.

“Oh,” he said suddenly as an idea came to him. He would’ve face palmed for such an obvious solution. It was risky but was honestly the best one he had available, since Sweetie seemed insistent on keeping his hands on Scootaloo’s flanks.

Without a word, he simply thrusted in much faster and harder all the way in.

*Slap*

“Ugg,” Scootaloo sounded at the sudden change in pace and amount, or perhaps it was something else.

*Slap* “ah” *Slap* “Aah?” *Slap* “Ahaa” *Slap* “Uhg” *Slap* “Aughooh” *Slap* “Ahmmmm”

This was taking a bit out of his stamina and surely oversensitizing himself but it sounded like it was working. He pounded her hard and fast so that his ballsack would smack against her little pussy each time. After she moaned she started to slightly rock herself back into him as he hammered into her.

He could feel her squeezing him. It was a delightful feeling, but looking at the little filly he was doing it to was a unique kind of awkward. Even with her face hidden by a pillow. So he looked up and tried to pretend she was Sweetie.

He continued his hard assault.

“AHAH,” Scootaloo suddenly breathed loudly drawing his attention back to the filly who still had the pillow over her head. Her wings were now halfway extending and shaking almost violently, “Mmmmm-ah” He was worried he might be hurting her because of her wings, but she hadn’t said anything and those were definitely sounds of pleasure. Now that he was paying attention he could feel a small amount of liquid on his ballsack. Proof that his plan was working. She must be close. So he re-doubled his efforts, “Haah!”

Movement drew his attention. Sweetie got in front of and to the side of Scootaloo. He had completely lost track of the white filly while constructing his false reality. Sweetie sat down and extended her forehoofs with an insane look of glee, like she was pulling a prank or something. She placed one hoof in between Scootaloo’s wings and the other just underneath a wing, close to the base.

“HUU?” Scootaloo sounded at the slightest touch of her wings, “HAAAAAAHH,” Scootaloo gasped loudly and almost immediately as Sweetie did so.

It was loud enough that he thought she actually got hurt so he once again stopped leaving himself fully lodged inside her.

Sweetie began rubbing Scootaloo’s wings the moment they made contact. Her wings fully extended and went rigid. “G--AH!” Scootaloo screamed and flung the pillow off her head and into his chest. It eventually made its way to the floor. She arched her back even more than it had been and pushed as hard as she could into him. A substantial amount of liquid started to run against his balls as Scootaloo lowered her red face and breathed heavily. He felt as her passage spasmed out massaging him. She had an orgasm.

He was glad about that. He was getting close to his own orgasm, which he would’ve considered a failure to achieve Sweetie’s first goal. He had some reservations about what she wanted him to do next.

After a moment Scootaloo gained a little bit of control of her body.

With that he moved out of her. Despite clearly being out of it, she had enough something to move her body with him to keep him lodged in. So with his hands he held her in place so she wouldn’t fall off the bed. She gave a little whine when he left and then kind of lazily and oddly curled up into a ball. Her wings were still fully extended so one reached for the sky and the other now laid flat against the bed, “wh-what was that?” she asked breathlessly looking up to him with a cute blush and nervous smile. Her tail went to her privates keeping them out of view.

With a hand he caressed her flank that was topside and moved it to her tail. That drew her attention downward. Gently he moved her now partially wet and matted tail out of the way for a better view. While he looked at her now wet pristine pussy that was still somehow leaking what seemed like the last bits of a substantial amount of cum, she started staring at something of her own. Her ponut was open only a little bit after the intense pounding it just recieved.

Scootaloo’s face was red as she stared at his dick, mesmerized. James hoped she wasn’t going to freak out. A moment of confusion overcame her before looking down, her mouth fell open. She looked up to him suddenly and blushed even harder if that was possible, “I-I-I d-didn’t mean to,” she said weakly. Her tail tried to go back to its position as she tried to curl into a ball even more.

“What?” was all James could say.

“I-I w-wet the bed,” she explained full of shame and remorse.

“I- wha- really?” he blinked, “It’s okay Scootaloo, I’m not mad.”

Scootaloo smiled at that for a while. A moment later she stood up and faced James, wings still rigid, “So does this mean we’re a herd now?” She asked full of hope and excitement.

“YES!” Sweetie exclaimed while tackling Scootaloo onto her back and hugging her.

“Can’t breath-” Scootaloo complained as she uselessly struggled. James got a good view of the massive wet spot Scootaloo had left. Ponies sure had a lot of sensual liquids in them he noted.

Sweetie then gasped, released the hug, and helped Scootaloo back to her hooves, “but we’re not done ye~t,” she sang sweetly.

“We’re not?” Scootaloo questioned, “I mean-” she blushed, “I guess I wouldn’t mind doing that again, I never felt so so good before,” she tried to explain, “It was all just,” she smiled and shivered while letting out a cute moan. Then her smile turned nervous, “it’s just so embarrassing that I did that,” she said pointing to the huge wet spot she left, “but we’re a herd now and that means we can look past silly little, uh well big things like that right?” clearly hoping for one answer only.

“I- yes,” he said.

Sweetie smiled and started physically directing Scootaloo back to the edge of the bed. Scootaloo seemed happy to comply and went back to ass up head down at the edge, “wha?” Scootaloo asked as Sweetie lifted Scootaloo’s front body with her front hooves so Scootaloo now stood on all fours.

Sweetie took a step back and looked at him weirdly.

He looked back questioningly. He really didn’t want to do what Sweetie wanted to do next. Even though he knew that more than likely everything would turn out fine, thanks to Celestia's little show. Still it just didn’t sit right with him that Scootaloo didn’t know everything like Sweetie did. He sighed and got ready to fuck her virgin pussy hard.

He took some time to line himself up, being extra careful not to touch her. Making sure she had no clue as to where he was going to enter next. It just felt so wrong, “a-are you ready?” he asked nervously.

“Yeah!” Scootaloo cheered, “like I said that felt really really good, even if I, you know but you said it was okay so I’m just gonna yeah,” she said shaking her hips. He couldn’t tell if she did so intentionally or not but it drew his attention to her innocent little pussy lips. They wouldn’t be as such for long.

He blinked at the disturbing thought and looked to Sweetie who looked confused for some reason. He shrugged, “well,” he started shaking, “here goes-”

“STOP!” Sweetie yelled, just before he plowed forward. He sighed in relief, had Sweetie seen how messed up this was? He let go of Scootaloo’s rump and backed off a little. He felt like a weight had been lifted from him, “I’m sorry!” Sweetie said as she once again tackled Scootaloo onto her back. Tears ran down her eyes.

“Huh? What for?” Scootaloo asked as she managed to pry Sweetie off her this time.

“I-I wanted James to-to punish you fo-for gi-giving me a black eye. In the note I gave him I told him to g-go hard and fast on you and I knew that it would make you hurt if he did,” she sniffed, “I was just so excited you were now my sister that I forgot an-and I didn’t know he spanked you, I-I just thought he grounded you, an-and-” she cracked and kept crying.

Scootaloo wrapped her in a hug. Wings and all. After a moment Sweetie calmed down. James sighed, “Yeah, sorry Scootaloo, I wasn’t a fan of what Sweetie wanted me to do, but I will say at least I have no reason to believe it would actually hurt or injure you, just make you feel pain for a little bit. After that, it would probably start feeling really good.”

“What do you mean? You can go faster and harder than you already did?” Scootaloo asked, she blushed, “if anything the m-more you did the better it got,” her wings once again going rigid.

“I uhh, well the thing is-” he began. Trying to explain that he was not going to be entering her back door this time around, but ultimately getting cut off.

Scootaloo craned her neck to face him, as her wings got more rigid, “what just a little pain? I-I can take it!” she said with false bravado, she clearly was uncertain about the pain, but not about getting another orgasm even if she doesn't know what it is.

“Well, yes. I would be utterly surprised if it led to any kind of injury,” he said with confidence, “do you remember when Princess Celestia came over?”

“Ya- wait, you weren’t joking about that!?” Scootaloo yelled in surprise.

“Nope,” he said smugly.

“She did?” Sweetie yelled snapping out of her self loathing, “How come you never told me!?” She demanded.

“Oh,” he said his smugness falling, “uhh well, a lot was happening and I forgot to tell you I guess, sorry,” Sweetie looked at him with in a way that said we will talk later, “anyways, she used magic to show me a bunch of things I probably shouldn’t mention. I’ll just say that Celestia showed me- an event that happened centuries ago that would lead me to believe that I could do much worse to you and you would be perfectly fine.” He said vaguely. They merely looked at him confused, “what I’m trying to say is you should be fine.”

“Oh okay,” Scootaloo said before standing back up and getting back into the position Sweetie had her in, “in that case, I accept your punishment Sweetie,” she then looked to James seriously, “give it to me as fast and as hard as you can,” she said as her tail lifted higher to the side briefly. Her wings were still spread wide.

“You don’t have to do it Scootaloo,” Sweetie pleaded.

“Yes I do,” Scootaloo stated, “whenever you’re ready,” she said glancing back at James for a moment.

It had been a little bit but he was still hard, so he lined himself up to her cute little pussy, being extra careful not to touch it.

Sweetie was now at an unsaid staring contest with Scootaloo. Sweetie looked worried and regretful, yet he could see something else just hidden underneath it.

Scootaloo looked determined and appeared to be bracing herself.

He placed his hands on her flanks and held her firm. He still had some quarrels about doing this with Scootaloo. After tucking her into bed and reading her night time stories. All the conversations they had up till now. How scared of him she was after he spanked her. He didn’t want to do it. That is until he recalled the family Celestia had shown him. It was messed up, but he couldn’t deny they did love each other. Then he recalled what he told Scootaloo about life. It seemed cold to him now that he’s looking back at it, but it was the truth. He might’ve been feeling some fatherly feelings for her. He shook his head. It’s too late for that.

Scootaloo was hot and sexy, he told himself. He couldn’t deny the darker exposed skin of her privates was attractive. She was his newest fillyfriend and/or herd member and he was going to give her a good time while giving Sweetie a show, “are you ready?” He asked himself more so than Scootaloo.

“Ye-yeah,” she said somewhat nervously.

“Alright then,” he replied. He checked one last time and made sure he was lined up.

“GAAA-!” Scooaloo cried out as he brutally thrust into her virgin yet incredibly wet lips. He barely felt as he bypassed her hymen. She screamed in agony much like she did when she jumped off the couch, after he had spanked her. Which is to say she cut her scream short.

He would’ve stopped because of that but it was already too late. He thrusted so fast and hard that when his dick hit her cervix it busted right in. It’s probably what caused Scootaloo to cut herself off and scream silently while looking into the air. Apparently, her cervix was close enough for the head of his dick to gain entrance. He probably would’ve stopped himself from intruding past her cervix if he went slower. He could feel it around his head almost like a pair of loving lips within a pair of loving lips, it was hard to describe.

“Aaooow!” Scootaloo screamed again in pain as he quickly moved out. Exposing a little bit of blood briefly before he pounded back in, busting through her cervix for its kiss.

Tears fell from her eyes, "Gghhaakk,"

He reassured himself that a filly much younger than her took something the size of his fist and arm, and by the end wanted more. So once again he moved out and back in.

“Oowwwaaaahhhh,” Sweetie licked a tear rolling down Scootaloo’s cheek in a sensual yet sisterly way. He couldn’t help but watch Scootaloo’s face now that a pillow wasn’t covering it. It was red and seemingly in confused agony as he rammed back into her.

“Aawwwwwwnnnnn” Scootaloo screeched in confusion as he slammed in again. As he began to pull out, Sweetie did something he did not expect. She took hold of Scootaloo’s raised head and brought down into a passionate and dominating kiss. Scootaloo seemed confused and stunned even more so as her wide eyes stared in shock at Sweetie’s own closed eyes.

“Mmmmm,” Scootaloo moaned as he pounded back into her. It was like a switch had been flipped as she began to get into the kiss herself. It wasn't long after that she wrapped her own forehooves around Sweetie as the messy french-kiss continued.

The sight was weird for James. On the one hand he got to watch his sexy fillyfriend make out with another sexy filly. On the other hand, he somewhat felt like a father to said other filly, if only because of all the things he’d done. Needless to say he still wasn’t completely into this.

"Mmm mmmm," Scootaloo would moan into Sweetie’s mouth each time they were forced into each other by his own actions.

“AH-HAH!” Scootaloo yelled, suddenly breaking the kiss and releasing Sweetie from her forehooves as he continued his onslaught. She now stood on all four hooves and pushed herself back into him as much as she could. Sweetie helped with the pushing best she could.

“DDA-AH!” Scootaloo yelled, as her breathing became heavy and ragged, “YA! HAH, DAAADDDYYYY!” She yelled as she came, stopping him in place. He could feel her fluids flow out of her in a constant stream.

He doesn’t know why, or what the hell was wrong with him but that was the fucking hottest thing he’s ever heard.

He lodged himself out of her and thrust back into her.

“AH- STO- DAAAWWN-” Scootaloo protested as she came again.

Her legs shook as they struggled to keep her standing. He held her in place as her legs finally gave out as she was overwhelmed with pleasure and oversensitivity. Sensual fluids constantly flooding out of her.

“AHA AHAAAA AHAAA N-AHAA,” she breathed heavily as he relentlessly pounded into her far harder and faster than he thinks he’s ever done in his life, “AHHHHHHMMMMM,” Scootaloo screamed as he finally had his own orgasm, breathing hard from his own exertion.

Scootaloo crumbled on the bed, passed out, as soon as he pulled out and let her go. She had a peaceful smile as her head rested on the now soaked sheets, with her wings unmoving in their rigidness. He started going soft soon after.

“J-JAAAAMMMESS~” Sweetie complained, drawing his attention. She was blushing hard with her tail raised and hindlegs quivering, “why’d you do that?” She whined, “there was so many things I wanted us to do tonight, but now we can’t.”

“Sorry Sweetie?” he sighed, “yeah I did go overboard there, I just hope she won’t be mad at me when she wakes up,” he looked back to Sweetie who was still blushing, “if you give me a moment I think I could get hard again, or I could try fis-” he cut himself off as he was thinking about what Celestia had showed him, “fingering or licking you.”

Sweetie smiled cutely and turned around presenting herself, “just use your hands or your mouth, tonight was all about Scootaloo. Ahh!” she yelled as he began teasing her, “i-if HA! she wakes up from thaaaa-AWN th-that I want you AHA to be ready for her if she wants it,” Sweetie explained through gasp, “YE-HAAAHH!” she cried in explosive orgasm as he slipped a finger in and cum blasted out.

So they had their own fun. Sweetie didn’t last long as she was apparently super turned on by what she had watched/participated in. He was tired, but not tired enough to sleep on a soaked bed, nor let the fillies sleep in their own juices. So he got some towels and dried them off and brought them to his room so they could sleep on a dry bed. It was weird carrying Scootaloo as her wings were still rigid.

He ultimately decided to put Sweetie under one of Scootaloo’s wings on one side of the bed while he slept on the other. His mind was oddly silent. Usually a hundred different things would be going through his head about how wrong all of this was. Maybe he was just very tired, he reasoned. It only took a moment for James to get to an oddly peaceful sleep.