Surface Penetrator

by Dustchu

Rating: mature
Tags: My Little Pony: Friendship is Magic, Original Character, Sex, Fetish, Slice of Life
Length: 10556

After an argument with her father, Apogee runs off and ends up on the receiving end of a mugging. After being saved, she finds there's more to her savior than meets the eye.

After an argument with her father, Apogee runs off in a fit. Not long after, she's on the receiving end of a mugging. Just as she's about to be robbed, a large, rugged stallion saves her day, and her purse.

As the rain falls and drenches the city. He offers her over to his place for a little while, just to calm down and wait until the rain passes, and Apogee learns there's more to her savior than meets the eye.

Features the following: Straight up Foalcon. Cum inflation. Cervical Penetration. First time. M/F. Creampie.

Cover Art by: Google Images
Pre-read by: Clopficsinthecomments, Shinodage, xRei, Duelist96 and Shakespearicles

Published 2019-04-15 00:10:01 UTC
Last updated 2019-04-15 00:10:01 UTC

Making Mistakes

Damn her dad…

So frustrating, so stupid!

Just…

Was it so much to ask for?

Apogee grumbled and kicked an empty soda can as she trotted along the ground level streets of Las Pegasus. She landed on the ground a few minutes ago and took to walking down the sidewalk, passing by flashy neon lights of seedy casinos, liquor stores, and strip clubs that many stallions and mares frequented.

She stopped for a moment and glanced up, eyeing the streets filled with ponies going about their night — it was night after all, she left around eight pm so it was dark out, though you couldn’t really tell in such a bright city like this. Looking up, the cloud cover just barely covered the starry filled skies of Las Pegasus.

One tiny spat with her dad about something so tedious and she couldn’t take it anymore, she needed to get outside and away from him. She loved her father to bits, adored him even! But there were some days where even he just got on her nerves.

She was only sixteen and she really didn’t feel like she needed to be managing so much stress. And to top it all off, she was fidgety and horny to boot!

Such was the life of being a hormone-riddled teenage virgin.

“I just wanted to hang out with my friends," she groaned, puffing out a cheek and kicked another can, moving down one of the other streets into a less lit area of the city. She glanced behind her at the penthouse buildings and apartments she had come from — her home.

The further away she got, the better.

She wasn’t running away, no no… and this wasn’t a first either. Sometimes she wanted to get away and go out on her own for a spell, and the last time she did she ended up finding her mother at the junkyard years ago. Maybe not the best of reunions, but it was something.

Her entire weekend had been ruined because of her dad. All Apogee wanted was to hang out with her friends and go see a movie, but then her dad insisted that they come over to the penthouse and watch something on their TV instead of going to the theater. While that was a fun idea, she knew her friends — her included — wanted to go see the new Potato Ponyos movie that was coming out.

Instead, she had that taken away from her because of her dad’s stupid worrying.

So now here she was, wandering the streets of her city alone, stewing in frustration.

It was a pretty sight when the skies were clouded over.

A sigh escaped the filly and she turned down another street.

“Just a movie, the stupid theater is close by too!” Another kick of her hoof sent a can flying, bouncing down the street and hitting a trash can.

She just wanted that one thing…

“I don’t like the idea of you going alone, Gee.” He had told her

“W-what? Why not!” She didn’t know why, that was so silly!

“Because I’m your father and I said so.” Jet Stream turned in his chair to look down at Apogee, and he gave her a tiny smile and a pat on the head. “Look, I know you want to hang out with your friends… but I don’t like it when you go out alone.”

That's what he told her. He didn’t like it when she went out alone, and yet here she was alone in the big city streets. She hadn’t heard any sirens in the air, nor did her phone go off.

Did he even really care or was he just trying to get her to stay home? Was he intentionally trying to ruin her weekend?!

“UGH!” She turned on her front hooves and kicked the dumpster she was next to. A loud bang filled the night air and she ended up denting the metal, but also sent a shockwave of pain through her hind legs! “Yeowch! Ouch ouch ouch ouch!” She bounded away and fell onto her side with a groan, rubbing her legs.

So stupid.

Apogee sighed again and stood up, making her way down the street once again.

She half pondered going to her mother’s again to stay the night, but if she knew her mother right, then she was either drunk off her plot or getting the business from some stranger. She didn’t feel like walking in on either of those — both had a tendency to make the trailer smell like booze, one smell was just far more raunchy then the other.

A loud boom in the sky briefly caught her attention. Distracted by her thoughts, she ignored it and continued down the road. It wasn't until she arrived at the bus stop minutes later that the rumbling from above caught her attention again. Then came the sudden downpour of rain that she neglected to notice earlier.

“Eeep!”

She scrambled around for shelter from the rain as it soaked her to the bone. Minutes which felt like hours passed as she scurried up and down the dim streets looking for a place to hide from the sky. By the time she spotted shelter under a nearby bus stop, her mane, tail and wings were a drenched mess. Lacking for better options, she zipped under the awning of the bus stop and shook the rain from her body. “Gah… great.” She plopped down onto her rump, puffing out a cheek. Now she was stuck here!

Just when she thought her night couldn’t get any better.

“Now what’re you doing out here all alone?” A voice questioned her.

She wasn’t alone.

She gasped and whipped her head around, turning to see a stallion leaning up against the other side of the shelter, grinning at her.

He didn’t look nice.

“U-uh… h-hi?” She gulped and offered a strained smile. “I’m j-just uh… w-walking, waiting for the rain to stop is all, hehe.” Apogee quickly glanced around — as far as she could tell, they were both alone.

Out of sight of anyone else, including security cameras.

She heard him move and he made his way over to her. “Well that’s no good, why don’t you tell me where you live and uh… for a little bit of money, I’ll walk you home, eh?” He offered, smiling down at her and shuffling his wings.

Behind that smile and in those eyes, she saw something else entirely. Maybe it was how crooked his lips looked, the subtle twinkle in his eyes, or how they glossed over her body like he was looking over candy.

Another gulp and she backed up. “N-no thanks, I uh… I know where to go, b-but thanks for the offer!” With that, she swiftly made her way out into the rain.

Screw this, getting wet was the least of her worries!

“I don’t know, having an adult escort you home would be a good idea, especially in this weather. You don’t know who might be out here,” He explained and his grin slowly fell. “Besides, just a few bits~”

“N-no.” Apogee shook her head, even if she did pack her bit pouch, she didn’t have much to begin with!

His grin fell completely, and he reached behind him. “How’s about you just give me your purse, or else-” A flick noise and out came a switchblade, held to the side, “-you might get hurt.”

She didn’t have much time to react before she felt a hoof grab onto her short tail. Apogee’s mind kicked into overdrive and with what little time she did have, she used to kick out both of her hind legs towards him — a sick crackling sound filled the air followed by a pained yelp

Moving quick, she flapped her wings and took off down the road. The filly tried to fly up, maybe get up to the clouds and hide, but the rain was coming down so hard it soaked her wings. She couldn’t get any lift!

“Ahh you little bitch!” The stallion yelled behind her. Looking back at him, she saw he was bleeding from his muzzle and his eyes set in a firm glare locked onto her. “You’re dead!”

She certainly had no plans on doing that!

Apogee flapped her wings regardless, if only to give herself even the slightest boost of speed! The rain didn’t help matters any, and she had to keep an eye out for anything that could trip her up or even outright stop her. She tried to fly, tried so hard but the rain was coming down in a torrent so it made it difficult to gain lift with her wings!

She wasn’t able to fly!

She galloped hard for several blocks, the stallion behind her giving chase, not letting up for even a second! Seems her kick didn’t do much to really dissuade him from following. The buildings all around her looked abandoned: warehouses, apartments from a bygone era, old casinos.

“Stupid stupid stupid!” The rain matted her mane and tail, her legs burned but she kept kicking against the pavement, moving as fast as she could. Sadly for her, the street ended up being cut off a few blocks ahead by building debris and construction barriers.

Of all of the days to do this!

Undeterred and operating on pure adrenaline at this point, she kept moving and turned down another street, heading left, still hearing the stallion behind her and his promises to steal her bit purse.

Things that involved shoving something made of steel where it didn’t belong!

Soon enough, Apogee came across another problem. This street was blocked off too, but this time by a massive hole that was opened up in the road for construction on the pipes down below.

Cut off from any escape, soaking wet and unable to fly, she was left with nothing but her terror.

“Got nowhere to run now you little brat!” Turning around, she saw he'd caught up to her at last, muzzle covered in blood. “Now… you’re going to give me your bit pouch, or else...” He held his knife up, the metal glinted from the nearby street lamps, only showing how sharp it looked.

She backed away from him as far as she could without falling into the hole, but found she didn’t have much room to use. “D-don’t touch me! I’ll scream!“ She threatened, knowing no one would hear her. Hopefully her tormentor wouldn't realize this obvious fact.

“Screamin’ ain’t gonna help kid, this whole neighborhood is abandoned.” He growled, gesturing to the empty streets and buildings. “Give me your bits! NOW!”

This couldn't be real. Her mind flashed with the image of her body after being murdered, slapped on the front page of the newspaper, these were things that were written about and talked about, but had never really seemed truly real before.

It couldn't end like this!

She felt her eyes sting and something warm run down her cheeks. She could fly over the hole, but it was too far to fly that in this heavy rain, especially when her wings were now sopping wet and ladden down. The thought of fighting her assailant was frightening, but knowing what he'd do to her if she got caught was worse. Attacking was the only option left, and she still had the element of surprise. It wasn't much, but it was all the hope she had left.

As Apogee weighed her options, the stallion closed in on her one careful step at a time. Trying to keep her distance, she backpedaled to the edge of the hole. "Stay back!" Apogee shouted, hoping to buy herself some time. She had few options left – it was now or never!

Time slowed to a crawl — her heart slammed in her chest, filling her ears with a deep, powerful drumming. The filly swallowed hard, trying her best to keep her composure.

“D-don’t come any closer!” she yelled as he advanced heedless to her earlier warning. His stride was confident, like he was about to claim a prize. Like she was a trophy to be won. An object. Property...

He could have taken her as his own in this way, except...

A hoof came sailing into the side of his face, knocking out one of his teeth and sending him stumbling to the side. His eyes bugged out, a choked noise escaping him as Apogee backed away, almost falling over the edge.

The vile mugger growled and held his head, turning to face the newcomer. Apogee followed her assailant's eyes toward the looming presence which had stepped in to save her from her fate.

He was a towering stallion, at least half a head taller than the one who attacked her. He had a dark coat and eyes that shimmered even in the darkness of the overcast night.

“F-fuck off old man!” the shorter stallion growled, wiping the blood from his mouth. Despite his bravado, his legs were trembling violently as he stood in the other stallion's shadow. “This ain’t got nothing to do wi-”

Clearly unimpressed by this warning, the taller stallion stared him down with his bright, unwavering eyes. “Don’t you have anything better to do then harass a filly?” he cut in, then waved his hoof dismissively at the cowering stallion. “Get lost punk.”

“H-ha! O-or what? What are you gonna d-”

He wasn’t allowed to finish as the bigger buck swiftly decked him with another punch to the face. The smaller pony yelped in surprise from the hit and was sent sprawling to the ground, hard. He tried to swing back up onto his hooves but had become shaky and unsteady. Seeing the little bastard being put in his place was morbidly satisfying.

As the bleeding stallion lurched back to his hooves, the other, darker stallion turned to Apogee, his bright eyes locking onto her own. She shivered under his intense, watchful gaze.

The duo had a stare off for some time before he finally spoke to her, saying, “Come on, let’s get you out of the rain.” He turned and began walking down one of the alleyways after saying that.

Apogee remained frozen in place, watching the stallion saunter off. Who was this guy? Was he friendly or was he someone else who was going to take advantage of her? She was still getting drenched in cold rain, her body was shivering and she knew if she stayed out here much longer she’d end up with a cold, or worse.

She shook her head and started off after the other stallion, following him down the alleyway and away from her would be assailant who was still recovering from the massive blow to his head. As the two trotted down the lonely alley, the rain continued beating them down mercilessly. It took all her effort to keep walking straight as her body was on the verge of an uncontrollable shiver.

Who was this stallion? She looked him over as they walked — he was a big buck, dark colored fur and a messy looking mane and tail, a pair of large wings sat on either side of him, hiding his cutie mark from view. He looked pretty well built, nothing obscene but… enough to draw Apogee’s eyes in to him for a bit longer than necessary.

One thing that she couldn’t help herself from looking at was his tail, and more specifically what was hidden behind it. Her cheeks burned and her tail flicked at the sight — she didn’t really get into the habit of checking out stallions a lot, why would she? Everyone was constantly on display, unless they wore clothing or had bushy tails.

This stallion however...

Seeing that he was packing got her all jittery, she couldn’t help but stare at the hefty looking sack that was tucked away beneath his tail and the thick sheath beyond that.

Apogee gulped, her teenage heart pounding in her ribcage and her hormones beginning to act up.

She managed to push those feelings back for now though, being horny was one thing, but right now she was still cold and wet from the rain.

The duo continued down the street, leaving behind the abandoned district Apogee had ended up wandering into and back into the city proper, where the neon lights greeted her like an old friend. The skies were clouded over and raining, but at least she was back in familiar territory, away from that jerk!

Apogee looked up at the stallion during their walk, murmuring, “T-thank you for saving me.” She offered him a bright smile, as bright as she could manage considering the circumstances. The filly still felt a bit anxious from the mugger, and it probably showed.

“Should’ve known better than to go wanderin’ off on your own, kid.” He told her in a soft yet stern voice. “Especially around this place.”

Apogee couldn’t stop the sudden embarrassment that washed over her, only making her feel more miserable. That was such a close call and it only just now dawned on her that if it wasn’t for this mystery stallion, she would probably be beaten up and left in the alleyway after being mugged… hopefully it would have been just a mugging.

She shivered again. “I...” What excuse could she even give? She was just angry at her dad and needed some time alone.

“You know your parents phone number? I’ll call them and h-”

“No!” She suddenly yelped, causing him to give her a look, as well as some passerby. She folded her ears back and murmured, “I… I know where my home is, but I don’t want to go home right now.”

His eyes traveled over her small form, and she felt even tinier in comparison to his impressive frame. “Why’s that?”

She took a moment to ponder her answer as the rain drenched her freckled face. “...I had an argument with my dad… I don’t wanna go back home just yet.” Apogee told him truthfully, eyes falling to the ground. She really didn’t want to talk to him right now, her stomach was twisting up into knots at the very thought of going back to him after what happened.

Another hard swallow and the filly’s eyes wandered back up to his face, and she saw him look down at her with an expression she couldn’t quite make out in the darkness, but he ended up sighing before continuing on.

“Fight with your old man, huh?” He sounded odd for a moment, prompting her ears to perk up a little. “I know how that’s gotta feel.”

The filly perked up a little more as they approached an apartment complex nearby, which she took note was just far enough away from her father’s penthouse that the building itself was just a blur amongst the sea of bright flashing lights of dozens of advertisements and casinos. The apartment building wasn’t too bad looking, rather average in appearance and constructed of bricks with barred up windows to prevent ponies from breaking in - she guessed it was a bad neighborhood if they spent money on that.

Some steps led up to the front door, where the stallion pulled out some keys from somewhere and put the keys into the lock, unlocking it with a dull thunk.

“U-uhm… ” She started, glancing over the stallion and making him halfway glance back towards her. “So what’s your name?”

His eyes stared into her own again, like piercing daggers straight into her soul and she couldn’t stop her heart from pounding furiously, threatening to explode.

She felt so jittery and nervous all of a sudden, it didn’t help he was thrice her size, he could probably crush her if he wanted to.

“Call me Steel.” He told her, turning back to the door and heading inside, stopping to wipe his hooves on the floor mat out front.

“J-just Steel?” She quickly followed him inside, almost forgetting to wipe her own hooves and giving her body a little shake to send the water droplets flying off of her.

“Yep.” He moved through the hall in front of them, past several doors and towards some stairs at the far back.

“U-uh, I’m Apogee!” She was quick to follow after him, tail flicking about behind her once she was in a warm and dry place.

He gave a stiff grunt in reply to her introduction.

The inside of the building was rather cozy looking, cheap and affordable, but not so cheap that it looked tacky. The doors were made of wood, each one emblazoned with a brass number below a peephole. The stairs leading up to the next floor were wooden as well, a rather ornate theme with lacquered wood that gave it some color. The walls were plastered with a boring looking floral pattern, with a little table sitting on the halfway point with some dishes and paintings above it, it looked like the kind of decor you would see in a grandmother’s house.

The second floor practically mirrored the first floor, except the door at the very end was a window looking out into the street.

They stopped on this floor and walked down the hall, heading for one of the rooms. Apogee sniffled and followed quietly, unsure of what to even talk about with him.

He saved her life, does she thank him and wait quietly until the storm passes and she goes home? She racked her mind for answers as he stuck the key into the lock of room number sixteen, the same ka-thunk sounded and the door swung open with a creak.

Steel took off the shirt he was wearing with a sigh and tossed it aside with nary a care before he trotted inside, heading for the couch nearby. “Wipe your hooves and sit wherever you’d like, Apogee.”

“Alrighty,” She cleared her throat and did just that before scampering inside, closing the door gently behind her she wandered inside and looked around.

Steel’s apartment was very minimalistic in terms of decor. There walls were as bare as the rest of the building, a simple looking loveseat and coffee table in front of it, with a recliner next to it. A couple of bookcases sat about filled with a tomes, but mostly trinkets. The kitchen was well kept, nice oak cabinets and cupboards, a fridge, stove. The hall led to a bathroom and bedroom, which she could see from the door.

I like your place, it’s cozy.” She said politely, wandering over to the couch where the stallion was sitting. She hopped up, sitting on the far opposite side and wriggling about until she got comfy.

Steel was leaned back against the couch’s backrest, sighing as he ran a hoof through his wet mane which was now hanging off to one side, covering one side of his face.

Now that they were in a better light, Apogee could make out what Steel looked like in more detail. His mane was a darker color, much like his coat was, a sort of charcoal like shade while his eyes were the only bright part of him, a sort of burnt orange. He was a well built pegasus as well, not too bulky like some she had seen, instead he was more toned and sleek, the kind of pegasus pony that worked out regularly to keep up his physique. The slightest bit of scruff could be seen around his rugged jaw, only accentuating his handsome look.

He didn’t look half bad.

To Apogee, he was kinda hot looking, least for a pony his age, whatever it was.

It just made that little bubble in her belly all that much worse, and it just dawned on her that she was a sixteen year old filly alone in a stranger’s apartment — an admittedly handsome stranger — but a stranger nonetheless!

He did save her... though.

“Uhm… Steel?” Apogee started, looking over to him and drawing his attention back to her. He turned to regard her with a look, one that sent shivers down her spine to the base of her tail, she tried her best to keep herself from blushing. “Ahem… w-why did you save me?” At his eyebrow raise, she quickly clarified, “I-I mean, n-not that I’m complaining or anything! I’m just… w-why go out of your way?”

Steel blinked and turned away for a moment, glancing out through the window at the downpour. “Cause you needed help, and no one else was around at the time.” His voice was soft, yet smooth with the slightest rumble to it, like a distant waterfall. “All this talk of friendship and harmony in the news, and there’s shit like what happened earlier going on in the streets. If I wasn’t walking by, being wet would be the least of your worries.”

She didn’t know how to really respond to that, he was right afterall. She probably would have been mugged and left for some other poor sap to find. But she did know what she was feeling in her heart right now — this big ruggedly handsome stallion took the time out of his day, to put himself into potential danger just to help her out.

Apogee felt thankful, very much so.

“T-thank you.” She smiled sweetly, tail swishing behind her.

He didn’t say much, just nodding his head to her.

So the two waited for the storm to pass, which took its sweet time of course.

Apogee had sat by the window for a tiny bit and watched the rain fall from the clouds above, eyes drifting to the penthouse which just so happened to be right within eyesight of the apartment she was in. She huffed — stubborn old buck, couldn’t let up and let her have some fun for once.

Just a stupid movie. She grumbled in thought, huffing again and glancing towards Steel, who had taken to laying on the couch and looking down at his cellphone with glossed over eyes.

He didn’t look like he was paying much attention to anything except that.

As she stared at him, she couldn’t help but find herself wondering how to repay him?

He saved her life, after all, who else would have done that this late at night? She fidgeted where she was sitting and glanced over him some more. He was a big and rugged hunk of pegasus if she ever saw one, toned and chiseled into something rough and attractive. Was it the slight beard he had covering his muzzle? Maybe how mussy his hair looked and yet it didn’t look greasy or gross? Or those bright amber eyes of his.

She wasn’t sure how to describe it.

A sudden tingle in her lower belly told her something else, however. “Um, d-do you mind if I use your bathroom?”

He glanced up at her with those pretty eyes of his and jerked his head to the hall behind him. “Down the hall, first door on the left.”

She smiled and nodded before hurrying to it, “Thank you!” Once she made it down the hall, she rushed into the bathroom and closed the door, taking a deep breath to try and calm her nerves as she went about relieving herself.

After finishing her business, Apogee licked her lips as her thoughts trailed back to the brief view of his junk. It certainly hadn’t been the first time she got a peek at a cute colt, but there was something different about him that attracted her attention. He was an older buck, that much she knew, but he was still pretty cute in her eyes, not bad looking, big and strong, mysterious.

All the while, the thought of how to pay him back came to mind, but she honestly couldn’t think of a way to do that. She didn’t have much in the way of money to pay him with. He just saved her, it wasn’t that huge of a deal after all! But she did feel like she owed him, he just took the time out of his day to help her.

It didn’t take long for her to really abandon the notion, she doubted he was the kind of stallion to really care.

If anything, he reminded her of Delta… just a bit more clean.

A curious look around his bathroom didn’t show much, off white walls and floor, a few loose strands of red hair in the corner, an abandoned shirt sitting atop the toilet’s water basin, and a single window that let her gaze out into the streets.

She peeked out of the window and saw she had a pretty good view of the upper cloud district of Las Pegasus, where the tall skyscrapers with their bright signs could be seen. The blinding and dizzying lights, the ponies flying all about...

Whether it was fate or just luck, she could see her home. The penthouse her dad was able to afford with his high paying and lucrative paying job, the same one she grew up in surrounded by foalsitters and on occasion, her dad when he wasn’t being plagued by work problems.

She felt selfish for running out on him, but…

Apogee huffed and shook her head before turning, and exiting the bathroom.

Not before washing her hooves though! Gotta stay clean, after all.

Steel sighed and glanced out the window of his small apartment flat, eyeing the rain as it fell down from the clouds above. Another rainy day alone, with a bottle of whiskey and a cigarette to keep him company.

Well, that wasn’t completely true. That filly was there with him, currently using his restroom and allowing him some time alone with his thoughts.

He wasn’t normally one to put himself in situations like that, yet hearing Apogee’s cry forced him to act. Steel didn’t need to feel more shit than he already did, and thought helping her would make his night just a little better. Just something to make him feel better about himself for once, instead of feeling like rancid garbage.

It was there, only to be smothered by the bitter resentment he had buried in his stomach, killing it like a cup over a candle.

Another drag of his cigarette and he blew the smoke out towards the window, causing it to fog up and show the stains on it in greater detail, the moisture showing smudges and gunk on the glass from Celestia knows what. Above, he could see the city of Las Pegasus, the shining neon lights and bustling community of a place he had only been to a few times.

A city of light and sin in an otherwise dreary desert, a beacon of misery and gambling addiction dressed up in hope, wonder, and shiny bright lights that drew in thousands every day.

He doused his cigarette in his drink, suddenly feeling tired.

The door in the hall opened up with a squeak, and he was reminded once more that he wasn’t alone in the apartment anymore.

It didn’t take long until Apogee appeared and wandered over to the couch, and then jumped up into the seat she was in before. She wiggled her rump and let out a deep sigh, before resting against the back of the couch.

Steel idly wondered if she had a bedtime.

He looked back down at his phone, up until it died. He tossed it onto the table in front of him with a clatter noise, and leaned back against the couch.

Apogee didn’t speak, and neither did he.

It didn’t take long until the awkwardness began to set in, and he realized that at some point, he was going to have to deal with the burning question he had on the tip of his tongue.

What exactly was the fight she had with her dad that was so bad she left the safety of her home and ran out into the middle of the night?

His eyes flicked over to glance at her, and she just stared at her hooves for a few moments, almost looking tired. It was late in the night, and he’d have to head to bed eventually. Where would she sleep, though? On the couch?

Certainly not in his bed… this was weird enough as it is.

Steel just sat on the couch, staring out the window, unaware of Apogee staring him. The young mare kept her eyes on him for a good long while, and it got a bit unnerving to him, but he didn’t say anything about it.

“So… your old man.”

He saw her ears perk up, and she hummed, “Hmm?”

“What’d you two fight about?”

Apogee blinked and turned away from him, and stared at the wall opposite of her. After a moment, she sighed heavily and hung her head. “I...” A hoof ran through her mane and she grumbled, “I had plans with some of my best friends, we were going to go out and see a movie… but my dad told me I couldn’t go,” She snorted and crossed her arms, “He told me he didn’t want me going out so late without him or one of his bodyguards tagging along.”

She sighed and hung her head.

“I just… I’m sixteen for crying out loud!” She shouted, throwing up her hooves, “Is it so bad that I just want to do something by myself? I love my dad, but he’s just… just so-!”

“Suffocating?” Steel offered to her, glancing down at the filly. She was sixteen? He would have guessed she was a bit younger than that.

“Yes!” She grumbled and flopped back against the couch. “He keeps treating me like I’m still a little kid that needs his approval on everything I do.” A harsh snort and she added, “Wanna go out with friends? I have to text him every hour. I wanna go out on a date with a colt? I’m not allowed too because I’m not ready for that yet.” She turned to face Steel, “I can’t even think about having sex, because I’m not old enough.” She accentuated that with air quotes with her wings. “I’m old enough to make my own decisions! I don’t need him hovering over me!”

Steel listened to her rant as calmly as he could, keeping his eyes locked with her the whole time before looking at the wall in front of him. And he was suddenly hit with something that reminded him of a family member he had.

“You sound like my niece.” He told her and leaned back in his seat. Out of the corner of his eye, he saw Apogee calm down a tad and perk up before centering her attention on him.

“You have a niece?” She tilted her head, almost like a curious puppy and causing one of her ears to flop. ”I… didn’t know.”

She’s almost as cute as her. Steel noted to himself before clearing his throat. “I do. She’s a cute filly and she used to come to me and rant about her parents hovering over her, and I would listen and help her through it.”

Apogee fidgeted in her seat and rubbed one of her forelegs. Well, it was nice to know she wasn’t exactly alone in this. She asked, “Really?”

He nodded and looked back towards Apogee. “My niece is a gorgeous thing and I know she could get any colt or stallion she wanted, I think her parents knew that too and they didn’t want her making mistakes… like you did when you left your home and almost got mugged, maybe even worse if I hadn’t come along.”

That last part bit into the filly, and they both knew it. He could see it in her eyes that she realized she had made a mistake, taking a risk that would have gotten her seriously hurt. He had made plenty of mistakes himself, and he knew it.

Then Apogee said something that gave him pause. She sat up straight and focused on Steel. “Maybe… but isn’t life risky?” She murmured and glanced off to the side momentarily, “I still would have done it anyway. Even if you know the risks, sometimes you still gotta do it… life is about making mistakes and learning from them, isn’t it?”

For the longest time, Steel looked at Apogee and let the words she spoke roll around his noggin for a time. He didn’t expect that from her, not at all. It made him think about when he was younger, of the mistakes he made as a teenager.

He let out a dry chuckle. “That’s awfully mature of you.”

She blushed and rubbed the back of her head. “I-I just went with what I thought sounded right.”

“You’re a smart mare,” he said and leaned back again, noticing her perking up at what he said. “I wish I was that smart when I was your age, Luna knows I’ve made plenty of mistakes when I was young… more than I’d care to admit.”

Silence permeated the room for a time as both ponies were thrown into deep thought. Outside, the storm kept its assault going on the city of Las Pegasus, with every raindrop becoming heavier and heavier and only reminding the duo that Apogee wasn’t going home anytime soon.

It wasn’t until Apogee scooted a bit closer to Steel, slight movements the stallion barely picked up on. “Do… you wanna talk about it?”

A small huff left his lips. “My problems aren’t worth getting into, Apogee, I’ll tell you that much.”

She furrowed her brow and pouted, “Still… you listened to me.”

Steel flicked an eye over to her, and his mind filled him with the image of his niece, the cute and young mare who looked up to him like a second dad. She had grown up a bit since then, but that adorable face had remained on his mind. He had lied earlier when he said his niece was cute.

She was sexy.

“So how cute was your niece?”

Apogee’s sudden question threw him off and his face burned. He swallowed and glanced towards her, “Huh?”

Apogee smiled a little and asked, “Your niece, is she as cute as I am?“ Apogee gave her best smile and wagged her little tail behind her.

His mind conjure up the image of his niece. “She...”

The young mare in his mind, barely fifteen at the time, had a silky long mane and tail she groomed carefully, bright baby blue eyes that held such a wonderful curiosity for the world, and shined like starlight. Her body was toned like a pegasus, but was a bit more plush in the rear because of her love for chocolates, giving her a bit of bounce that made him guilty for thinking about her in such a way.

“She was something alright,” He admitted, feeling a bit dirty for thinking about her in that way. “Adorable bugger.”

Then it got him to thinking about Apogee. She was adorable in her own way, far more freckles than his niece, a little pudgier and less fluffier wings, a shorter mane and tail but she had bright eyes and a soft looking coat that drew his attention. She was rather attractive, he couldn’t deny that.

“You’re your own brand of cute.” Steel told the mare, who blushed and bashfully giggled.

“Thanks~”

Apogee smiled in her seat and nestled into it comfortably. There wasn’t much to do except wait, and after this conversation, she felt more at ease with herself and the decisions she made. She figured she could go home after a while, and not feel like a stupid kid who made a stupid mistake, no… she was a mare who made a mistake and she was going to own up to it and was capable of making her own decisions.

Then Steel asked something she wasn’t expecting to hear.

“You ever sneak out and have sex with any colts, then?”

Her head whipped around to look at the stallion and she swore something went crk. “I… n-no.” She shook her head, but now that he brought it up she was thinking about it, how her friends talked about their coltfriends. “My friends have b-but… I could never get my dad to stop long enough for me to even try.”

“Do you still want to?”

That threw her even more off-guard, why was he asking these questions. “Uhm… I...”

Could she really deny it? Deep in her belly she felt that curiosity and arousal to know what sex was like, how could she not? She knew she was at that age, and sex ed didn’t help any… specially when they used really graphic images.

“I… y-yeah.” Apogee felt her own face burning as Steel looked at her with those bright eyes of his, as if looking straight through her. “I do.”

With Steel, what he was thinking about was a taboo topic, even considered a sin in some places who were religious. But hey, this was the city of sin after all. He was in his forties and living alone, and had an incredibly cute filly who was sitting next to him and blushing up a storm.

“Cause we’re stuck here for the time being,” He brought up and continued to look towards her. “And I don’t have a TV so we don’t have much in the way of passing time.”

He could almost see the gears turning in her head, and her blush only grew. She let out a small squeak, “W-wait, a-are you saying…?”

“Only if you want to.” He turned and faced her fully, wings nestled at his side and Apogee once more realized how small she was in comparison to him. “Look, I know what it was like at your age, being curious like that… and if you really want to, I can give you that.”

He sounded more lively than he did before, Apogee noted. She had to admit - possibly again to herself - that while he was an older stallion, he was handsome and aged in that way that made her heart quiver. He was a mature stallion, built just right to overpower her, hold her down…

Ravish her like in those videos she used to watch, when her dad wasn’t home and she needed that sweet release. Fooling with herself was one thing, probably the only way she could experience sex without actually having it, but having honest to Celestia sex?

And he was asking her if she wanted too… with him.

Her whole body quivered and shook, as anxiety crept up her spine and snaked its way back down to her nethers. It had suddenly got really hot in the room, not uncomfortably but more along the familiar lines of getting horny. He was a big buck, and she wondered if that translated down below as well.

“So… if I say yes...” She paused, letting the unspoken question linger in the air for a few moments.

Steel’s headed slowly bobbed up and down, which confirmed what she was thinking and secretly hoping he was suggesting.

Swallowing her nervousness and balling it up in her stomach, she said, “Y-yes.”

That was all she said before Steel closed in and she desperately held back the anxiety she was suddenly feeling well up in her chest and stomach.

He didn’t move fast, the buck was slow as he sat next to her and nuzzled into her neck. She shivered from the foreign contact but didn’t push him away. It reminded her of when her dad would nuzzle her, but Steel… he was more friendly, she felt his lips brush against her soft fur as he trailed little pecks down to her shoulder.

She didn’t know what to do, she was clueless on how to return any of his affection.

Apogee managed to relax after a few moments, and those little things he was doing helped her. She felt him gently push her down onto her back, and reflexively closed her hind legs. Her breathing sped up to match her heart, and she felt that weird feeling in her belly start to grow. It was like when she looked at porn, but times ten.

She wasn’t given much chance to do much else as Steel suddenly moved to her muzzle, and she felt his lips on hers. He was kissing her! Her body shook and she tensed up, and before she knew it, his hoof had trailed to her hind legs and easily spread them when she relaxed. His hoof soon came into contact with her tight lips, and he pressed it into her.

“Ung!” She squeaked through the kiss. Her legs felt like jelly and her heart only sped up from the touch.

The kiss ended, leaving her with the taste of cigarette smoke in her mouth. In her dazed state, she had little time to react when she felt something press up against her nethers, then something wet suddenly touch her marehood.

“Ah!” She squirmed as her wings popped out to either side. Apogee managed to get ahold of herself to look down to see what it was, and she saw Steel’s head between her legs! Was that his tongue she felt? When something wet rubbed up against her clit and slid up through her now puffy lips to her backhole gave her all she needed to know. “Nng! W-whoa, t-tongue~”

Steel was glad she had a short tail, it gave him much easier access to her privates. He still couldn’t believe he was doing this, but he was already going this far and she did consent, plus the booze he had earlier in the evening was loosening him up a little, as well as the minor scent of her drawing him in.

He pressed his muzzle to her and inhaled deep, causing his member to finally drop free from his sheath like a hammer. Blood rushed down to the tool, causing it to stiffen with arousal rather quickly. His heart was furiously pumping blood through his body, helping it along. Apogee’s smell was intoxicating to the older buck, a sort of sharp fruity smell that made him eager to pierce her.

She wasn’t even in heat, either, she just naturally smelled delicious.

His tongue stuck out to taste the sweet forbidden nectar that dribbled from her lips, and it was as sweet as she looked. Wrapping his lips around her own, he shoved his tongue into her tight hole and licked, causing her to squirm and quiver from his deft movements. She groaned and squeaked, her velvety walls tightening around his tongue.

“S-Stee-haaah!” The filly trembled, more of her juiciness beginning to flow from her and into his mouth. She didn’t know stallions would do that! Mares, yeah, but a stallion? Another tremble, tail flicking as her arousal only grew.

Suddenly, he pulled away from her and she was about to protest.

Apogee’s eyes bugged out as Steel pinned her down against the couch, before moving around, and she felt him poke and prod her with something that made her heart skip a beat, something thick and warm. She could already feel it and her suspicions from earlier were confirmed, Steel was a massive buck and it showed from how he was having a little bit of trouble penetrating her virgin hole.

“H-holy b-buck you’re h-huge!” Cerise eyes turned to gaze up at Steel, the stallion grunting slightly before pushing against her tight virgin hole with his thick member once again. “Eeep!”

Steel met some resistance with her sweet little honeypot. She was a lot smaller than most mares he had been with, both in body and hole size. He had had small mares before, who were willing to take on a buck his size, either because it was their fetish or because they were cocky.. For Apogee, this would be a bit much for her he figured, but he intended on making it the best time he could.

Somehow that made it even kinkier to him, her aroused scent filled his nose and only spurred him to keep prodding her. The little squeaks and grunts she let out only adding to the adorable innocence he was corrupting. He was going this far, so he might as well go all the way.

Finally, the head of his cock slipped inside of her, drawing forth a breathy, “H-haah~” From Apogee, who squirmed underneath his toned and sleek frame. He was a heavy stallion, not from fat, but pure delicious muscle that made him look even more attractive in her eyes, it was weirdly comforting to have his bulk above her somehow.

The teenage filly’s muscles contracted and tightened around his girth, eager to draw the pulsating member deeper to satiate her arousal. It was so new, this strange feeling of being filled with something so foreign, Apogee’s body reacted in the only way it knew how — tightening and flexing to pull it in further, making her moan and pant in desperation to feel more.

Apogee’s world changed the more Steel pushed against her, forcing more of himself inside of her, deeper and deeper, exploring her virgin entrance and going where no colt or stallion had gone before! She couldn’t believe it, she was losing her virginity to a stallion who was twice her age, who wa bringing her pleasure she didn’t even know existed until this moment.

“Nnng!” Apogee gasped and squirmed, her hind legs twitching and her tail swishing back and forth under his barrel. “S-so much...” His girth alone was splitting her open to limits she was just now discovering!

Then Steel said something that made her freeze up.

“I’m only halfway in, kid,” Steel told her, leaning forward and biting down on her ear causing her to inhale sharply. Soon enough she felt his medial ring press against her wet hole, even touching her winking clit before he forced it inside with a sensation that sent her into a writhing fit.

“A-aah! H-hah!” The filly trembled, whimpering and wiggling her body against him, only causing more of that strange sensation to flood her senses. Apogee could feel herself growing wetter with each passing second, moaning as Steel pushed more of himself into her, slipping into the deepest part of her body.

Her hoof had never felt this good when she played with herself. She was always curious about sex, but her dad always kept her from getting with any colts, instead she just snuck away to look at swimsuit magazines and stare at the stallions in the pages, hoof buried between her legs and her imagination going nuts with the hunky bucks mounting her, even more taboo thoughts like breeding.

Now, here she was, actually experiencing it with a full blooded stallion.

Steel grunted, hind legs spread slightly as he pushed more of his thick rod into her, eventually spreading her as far as he could before bottoming out at last. He grunted at the filly’s incredible tightness, taking slow, deep breaths and keeping himself from thrusting like some mindless animal thirsting for a pussy to breed.

This was her first time, after all, he didn’t want to hurt her.

Looking down at her, she was breathing heavily and her cunny was trying to flex around his member, her juicy and velvety walls rippling around him, only serving to entice him more and loosen his inhibitions about the whole thing. She was already beginning to sweat and her aroused scent wasn’t making matters any better for him, that sweet scent she gave off was akin to flowers, and he only wanted more of it.

He buried his face in her mane, inhaling the scent of her natural musk and a berry scented shampoo. The filly cooed, music to his ears as she nuzzled back into him, squeezing her walls around him as if to say, keep going!

How could he refuse a lady?

Adjusting himself for what was to come, nuzzling down to her neck and nibbling on her fur before beginning to pull out. He heard her whimper and felt her cunny try to draw him back in with squeezing, desperately trying to latch onto him as if it were her life raft amidst a sea of chaotic pleasure.

Even as he pulled out, Apogee tried to push back against him, she didn’t want him to pull out! But his strength far outmatched her own, she was too weak to really fight against him if she wanted to. She could only whimper and desperately wiggle her hips against his. Her wet nether lips were swollen with need, hungry for his cum to quench the flaming desire in her belly.

She was a small filly at his mercy.

“Nnng! D-don’t s-stop!” Apogee nearly begged, gasping and clawing at the couch with her hooves. Things were just starting to feel so good! His thick rod, pulsating inside of her with each heartbeat, his heavy sack resting against her clit brimming with delicious cum!

Once his medial ring popped out, is body stopped and he moved up to her ear, his hot breath washing over her as a husky whisper filled her ear, “I’m just getting started.”

An explosion of white flashed across her vision, her clit poking out to its fullest and an orgasm forcing its way out of her body. She trembled, nerves firing off and her sweet fillycum gushing out through her tightened lips.

Steel had shoved every inch of his dick into her, assaulting her senses and spreading her wider and wider. Every one of the sensitive nerves in her cunt exploded, her juicy cum spilling out onto the floor beneath them and her ear-piercing moan filling the apartment room. The thick base of his dick spread her so wide she swore he could have ripped her in half!

He didn’t even give her a chance to breathe, instead he pulled out of her hole and started thrusting back into her with such force, it caused the couch to squeak and jostle under their combined weight. She didn’t weigh that much, but having such a large stallion on top of her, thrusting into her was causing it to move!

Every push into her sent her reeling in pleasure, her cute little gasps and moans escaping her lips. Her body was assaulted with so many new feelings rushing through her, the sweet ecstasy flooding her senses, the delicious movements of this stallion pounding her cunt. She was already so sensitive from her first orgasm and it made everything so much better!

Every time he slid his ring in and out she would gasp and draw him back in, desperate for him to go deep again and bring her closer and closer! The tingles running up and down her spine were incredible, she wasn’t sure how much more she could take from this!

Steel grunted and slapped his hips against her rump, grinding his hips into her in a circular motion. “Nng, you’re tight!” Steel wasn’t hating it in the slightest, however. He was relishing in it.

The alternating loosening and vice like grip she had, her size gave her the benefits of being incredibly tight, making this all the more enjoyable. He had had many a mare in his time, but never one like this, this was his first time as much as it was hers.

He was enjoying it far more than he felt he should.

Steel started moving faster and faster, slamming into her tight filly hole and prodding her cervix with his thick head. The smell of her arousal only grew worse by the minute, the smell of a female desperate for a thorough bucking. His instincts made him spread out his wings above her, hunching down over her and biting down on her ear again, making her shiver and groan louder.

“A-ah, ah, ah! S-Steel!” Apogee cried, her lower body shaking violently. “U-unng!” Her tongue lolled out of her mouth the harder he thrusted into her, his heavy seed filled sack hitting her clit and sweet budding teats. So tight, so warm, so full of cum ready to fill her up to the brim!

Their pheromones filled the air, the smell of a stallion breeding a mare and preparing to pump her full of seed and sire a foal.

It’s only thanks to her not being in heat that they wouldn’t be making any runts anytime soon, no matter how hot the thought was to pump her full of foals and watch her belly grow with their offspring.

But Celestia above, it was hot to think about for both of them.

“S-Steel! I-I’m go-” She couldn’t finish as her third orgasm rippled through her body, tingling from her spine down to her dock as another gush of her filly juices splashed onto the floor, another long and drawn out moan exploding forth. She couldn’t stop herself, the pleasure was starting to become too much!

He was so big, so long and hitting parts of her she never thought a stallion could even reach! Her third orgasm ended, the sensitivity in her loins growing by the second.

On top of that, he still hadn’t cum yet!

“A-are you getting a-any closer?” Apogee managed to get her wits about her and focus on him, her pretty cerise eyes almost glazed over. She found it difficult to swallow, her throat felt dry and just thinking about him was making her thirsty.

His amber eyes locked onto hers, and seconds passed of wet and lewd slapping before he lifted her up again, pinning her up against the couch backrest. She somehow managed to grab onto him during it, wrapping her hind legs feebly around his barrel as he laid her against the cushions, beginning to thrust even deeper into her.

Every little moan she made was delicious to him, ever tight squeeze and ripple of her pussy around his mass bringing him closer and closer. She had already cum a third time, he could feel it lubing his member, helping him slip in and out of her with ease. Apogee felt so incredible, her scent was driving him wild, and the way she said his name.

He couldn’t take much more of it himself.

“Nnng,” Steel could feel himself drawing closer and closer with each passing second, his movements growing erratic and desperate for release. He was so painfully close, each slap and every moan she made drawing him to that sweet climax they both desperately craved.

Throwing her arms around him, she pulled him down closer to her. “D-don’t pull out, c-cum inside me! D-do it!”

With little choice in the matter, Steel grabbed onto Apogee and with a few more powerful thrusts of his hips, he shoved his cock as far as it could go, piercing her cervix and causing her to throw her head back. Apogee’s walls tightened around his flaring member moments before the first sticky rope of seed shot out into her womb, quelling the raging forest fire deep within her. She cried out in ecstasy, her eyes rolling into the back of her head and one more final orgasm exploding across her body like nuclear explosions upon a tiny island.

Then came another spurt of his cum, splashing inside of her and beginning to fill her up. The stallion kept his member buried inside, the thick flared head plugging her up and ensuring every single drop of his fertile seed was planted in her forbidden garden. The filly shook as he kept pumping her full, thick and long ropes of hot and sticky cum satisfying that desire of hers, splashing against her inner walls.

It wasn’t much longer until she felt her belly press against Steel’s, and he was still cumming! She managed to glance down and saw her belly gently grow with each powerful pump of semen, his balls emptying just about every drop of his foal batter into her.

Only when Steel relaxed and collapsed next to her on the couch did his orgasm finally cease, leaving him exhausted and Apogee looking several months pregnant. It was only thanks to his member being plugged inside of her that none of it escaped.

Both filly and stallion finally managed to relax, both sucking in oxygen as the storm outside continued, battering the windows with rainwater. The sounds of thunder and lightning outside was almost calming to the duo, the perfect addition to the afterglow they were experiencing.

Apogee swallowed as Steel’s arm stayed wrapped around her chest, mingling with her fluffed out fur. She was snuggled up next to him, one leg buried under Steel as his lower body rested against her, his equipment still inside of her. She was so full, it was strange to look at, she didn’t even know a stallion could cum that much.

Well, at least she wasn’t in heat, so no foals for her! Though it made her feel weird…

Steel grunted and got up. “F-fuck,” Then he pulled out, causing her to gasp as a hefty amount of cum was set free and dribbling down to her ponut and into her tail, as well as the couch. “Didn’t realize I was so pent up.”

Apogee’s arousal was gone, now that she could think properly. Then she realized she had just had sex for the first time, losing her virginity to a complete stranger who was thrice her age. She looked up at Steel as he gazed down at her thoroughly filled cunt, and she flexed it slightly, causing more of his seed to spill out.

She felt so embarrassed.

“W-well.” Apogee smiled and blushed up at Steel. “Y-you’re not anymore?” She offered, poking her hooves together, unsure of what to do now.

Steel stared for a moment, before sitting down and rolling his eyes, an amused chuckle escaping him. “You’re not wrong, Apogee.”

She giggled and brought her hooves up to her chest, wiggling her rump, which started to feel sore. Now that they were done, what did they do now? It hadn’t stopped raining at all, and she wasn’t sure what ponies did after…

Well, after what she and Steel just did, that is.

Steel stared out of the window for some time and Apogee wasn’t sure what to say, instead just laying there with her mind. After some thought, she said, “I-it’s still raining.”

It wasn’t much, but it was something!

“That it is.” Steel nodded and leaned back against the couch, the rain continuing to pour down with no end in sight.

The filly just poked her hooves together, clearing her throat. “G-guess that means I won’t get to g-go home t-tonight...” Apogee trailed off after a moment, blushing deeply to herself. She didn’t want to worry her dad, but…

“Probably not,” Steel tore her away from her thoughts about her father, instead causing her to look towards him. “You’ll have to stay here till tomorrow, unless you want to go out and get wet again.”

She didn’t expect that, but she did smile lightly.

“I can think of other ways to get wet… without going outside.” Apogee whispered, looking over to Steel shyly.

Her little heart swelled when she saw the corner of his mouth curl upwards ever so slightly.

Maybe this wasn’t so bad after all.