The interior of the Scootaloo’s bedroom was washed in complete silence as the filly herself laid on her back, her legs spread in full view of Sheton. The stormy grey colt was staring back down at her, his expression formed into one that would’ve made Scootaloo giggle had she not been so sensitive to his feelings. His vibrant blue eyes were wide, and his jaw was dropped, allowing some drool to escape his mouth as his wings flared upward. The comical look he had soon turned into one of hunger as his tongue flapped out, looking highly eager for the ‘drink’ he was about to receive.

“My my...I can see somepony looks eager to indulge themselves~.” Scootaloo cooed sensually, loving the look on Sheton’s face. She let her tail flicked upwards, lightly slapping Sheton right onto his nose. “Do you like what you see, Tony?~”

“L…like what I see?” Sheton repeated, his composure slowly recovering. “Scootaloo, I…I don’t…I don’t know what to say. You…you look so…so…”

“Pretty? Beautiful? Divine? Exquisite? Alluring? Captivating? Drop-dead gorgeous?” Scootaloo asked, her smile getting a little wider with each word she said. “Were those any of the words that you were going to use for me Sheton?”

Sheton didn’t reply, for he didn’t even need to say any of those words. None of them could describe the sacred beauty that laid before him. The Thestral colt just said in silent awe at the magnificence that lay before him. Scootaloo’s lower lips were practically sopping wet, their rosy-pink color glistening in the pale light of Luna’s Moon. It winked every few seconds as if it was another eye telling Sheton that it wanted him, both him and his cock. Just above those sweet-smelling lower lips, were two large and perfectly round grapefruit-sized breasts, with two erect deep violet nipples that begged to be sucked. A whitish liquid could be seen leaking out of them, flowing down Scootaloo’s inner thighs and mixing with the juices leaking out of her soaking wet virgin pussy. It flowed onto the covers of the bed, staining the part where Scootaloo was leaking, letting the smell hang in the air for Sheton inhale.

“How…how about all of the above?” He asked, somehow managing to find the strength to talk again. “W-will…will that work for you Scootaloo?”

“I think that works just fine for me Sheton~,” Scootaloo replied, giggling a little. She spread her legs a bit wider, and motioned with a hoof. “Now come on, come and get your drink of the night from your dear Mommy Loo-Loo~.”

“Mommy Loo-Loo~.” Sheton chortled, biting his lip to hold back his laughter. “Now that’s something new to hear.”

“Yes, it most certainly is~,” Scootaloo said slyly, winking at her coltfriend. “You don’t have a problem with that, do you?”

Sheton said himself in front of Scootaloo’s dripping entrance, looking up at her with a bit of a fanged grin. “No, I most certainly do not.”

Before Scootaloo could try to urge him on again, Sheton immediately went right for her two massive plumps of flesh. His lips latched onto the nipples as he pushed both teats together, his tongue running along them as he gave them gentle sucks. Scootaloo gasped at how quick he was to dive right in but gave no protests as she let Sheton feed on her. She watched as he grabbed her hind legs and held them close to his cheeks, feeling his teeth graze and bite her nipples. The filly squeaked as he began to pull them, but giggled as Sheton began swaying her teats around with his mouth.

“Yes, that’s it…drink up so you can grow big and strong Sheton; big and strong~.” Scootaloo cooed softly, gently giving motherly strokes to the colt’s mane. Sheton looked up at her, his big emerald blue eyes glowing softly as his nose twitched like that of a bunny’s. “Do you like Mommy Loo-Loo’s twin doses of nectar~?”

Sheton let out a muffled laugh, both of his ears twitching a few seconds apart from one another as he wrapped his lips further around Scootaloo’s teats. A hum escaped his mouth as he few slightly harder sucks, pulling on the nipples one more time before letting them go. They bounced and jiggled at the quick retraction, milk still leaking out of them as Sheton gave a few panting breaths.

“Wow, Scootaloo… youmilk tastes incredible. It’s like I’m drinking from the baskets and bowls of fruit that my Mom keeps in her kitchen.” Sheton breathed as his tongue ran along his milk coated lips. “I hope I don’t sound rude asking this but, what is it that you eat to make your milk taste this good?”

Scootaloo smiled bashfully, twiddling with a few locks of her mane a she turned her head away, still keeping her eye on Sheton. “I-I…don’t really do anything s-special; I just eat w-whatever I know will help be g-grow h-h-healthier, whether it’s my sister’s cooking or somepony else’s. I-I guess I just happened to be one of the lucky ones.”

‘Or one of the ponies that the Goddess of Luck decided to grace with her blessing.’ Sheton thought, looking down at Scootaloo’s teats and then back up at her again. A chuckle escaped his lips as he adjusted the fedora on his head. “Well, it looks like you’re right there, especially when it comes to this beautiful body of yours~. Now you have somepony who can indulge in it for as long as you want them to, and he is loving them~.”

“Awww, you’re just saying that~,” Scootaloo said shyly, one of her wings hiding her face. “You don’t really mean that.”

“Am I?” Sheton smirked, grabbing both of his fillyfriend’s breasts with her hooves as he lowered his muzzle to her lower lips. “Well then…let us find out~.”

Flicking is tongue out in a way that would’ve made him pass off for a snake, Sheton dove both it straight into Scootaloo’s pussy. His tongue immediately began going to work to lick and poke at every single inch of her soaking wet cunt and spike her most sensitive areas. A cry of surprise and pleasure escaped the filly’s mouth, and she threw her head back to release a long, high-pitched moan that sounded more like a squeak. Her back arched as her legs lifted up slightly from the air, having been freed from Sheton’s grasp. Her moans soon began to mix with pants as Sheton’s tongue invaded her deep within her vagina, sending jolts of pleasure pulsing through her body.

“Sheton! Sheton! Oh Sheton!” Scootaloo whimpered, her hooves coming to grip either side of one of her pillows. “Sweet Mother Natura almighty, your tongue feels so wonderful inside of me! I can feel it running along my inner walls! Oh, please don’t stop, keep going!”

‘Your wish is my command my gentle caterpillar.’ Sheton thought, loving the moans and squeals of delight coming from his love. He closed his eyes and continued his work, plunging his tongue deeper into the sweet confinements of Scootaloo’s foal hole. The colt wrapped his lips around the lips of her clitoris, wanting to make sure he didn’t spill a single drop of his fillyfriend’s wonderfully tasting juices. He even went so far as to give a few sucks in the process, while still giving her wet walls plenty of rough licks. Scootaloo’s moans turned into sharp screams as her wings flared outward, her legs shaking as she fought to keep herself under control.

“Ah! Ah! Ah~! Yes! Like that! eep going just like that! Suck my pussy Sheton! Suck it like you’re sucking a popsicle!” Scootaloo begged, her mouth hanging wide open as tears built up in the corner of her eyes. “More! Drive your tongue deeper into me! Drink up all of Mommy Loo-Loo’s delicious flower nectar!”

Sheton had to give Scootaloo’s lower lip another few suckles to keep himself from letting out a guffaw of laughter. While he doubted that it would’ve harmed Scootaloo in any way, maybe made her laugh even, he didn’t want to moment to be ruined. Instead, he just continued with his drink from the fluids that were his fillyfriend’s juices, and lick from the folds that were her pussy. The filly laying before him continued to moan up a storm as she gasped and heaved, sweat dripping from her face as drool ran down her mouth.

‘Oh Faust! He’s driving me crazy with his cunnilingus! I can’t believe this is actually his first time doing this!’ Scootaloo thought to herself in her haze of moaning and panting. ‘I never imagined that feeling somepony’s tongue inside of my folds would feel so good! I can only imagine what it feels like for Sheton’s dick to finally be inside of me!’

Scootaloo’s ears were suddenly filled with the sound of muffle grunts, followed by the feeling of somepony gripping her hindlegs tightly. Looking down, she saw that her hindlegs were wrapped tightly around the back of Sheton’s head, with his muzzle all but vanishing in her pussy. Realizing what she was doing, she immediately opened her legs back up, allowing Sheton to lift his head to just enough to let his nostrils for some much-needed air.

“Oh, I’m so sorry Sheton! I didn’t mean to do that; I had no idea I even had my legs around your head like that!” Scootaloo cried her hooves coming to her mouth as she sat up. She began stroking his mane again, only this time in a more soothing manner than before. “Are you okay?”

Sheton inhaled a few more labored breaths as he finally got his breathing back under control again. He looked up at his mate’s worried expression, but said nothing as he gave her a little wink, the corners of his mouth curling a bit. Before Scootaloo could question him on that, he once again enclosed his lips around her vaginal lips, and sucked, hard.

A loud squeal of pleasure left Scootaloo’s throat, her head shooting back as her back arched again, falling back first onto the bed once more. Sheton pushed her legs firmly apart, not wanting to get strangled again as he continued to suck and kiss his fillyfriend’s folds. His continuous licking and eating out only made Scootaloo squeal louder, and she could do nothing but lay there in a shaking mess as Sheton ravaged her. Tears were now freely flowing down her cheeks, and she groaned loudly as her wings flapped and fluttered.

“Oh…oh goodness, Sheton, I love your tongue! I love your tongue so fucking much!” Scootaloo wailed, swearing for the first time since the sessions started. As she breathed in another lung full of air through her nose, she felt a buildup in her lower regions. “Oh my, I…I think I’m gonna cum baby! Oh goodness, I’m cumming Sheton!”

A little snort was all that Scootaloo got as a response, and Sheton grabbed her hindlegs as he drove his tongue as deep as it could go. Thanks to its snake-like length, he was able to dive deeper into her walls, right where her G-Spot was, and like it as roughly as he could. Scootaloo’s love button was the next one to be attacked, and he took great pleasure in sucking it for all that it was worth. That was the final straw for Scootaloo; dots of white clouded her vision as her orgasm hit its peak, and, with a final ear-piercing shriek, she exploded.

Hot, steamy, and absolutely delicious filly cum gushed out of the bright orange filly in miniature waves. They crashed right into Sheton’s face as if it was sea water splashing against a rock, obscuring his vision and filling his mouth to the brim. His senses went into overdrive as he drunk and lapped up at Scootaloo’s juices, or her nectar as she playfully liked to call it. Either way, it could not take away the sweet rich taste it was blessing his taste buds with, and he took great pleasure in lapping up as much of it as he could. The waves of cum seemed to go on for hours, but it was only about a couple of minutes, before Scootaloo began to relax. With one final squirt of juice, Scootaloo promptly went dropped onto her head, soft pants escaping her as she tried to recover from her crescendo of an orgasm.

“Mmmmm…so good…” Sheton shivered, his tongue running across his lips as he tried to soak up the last of the cum from his face. A sigh escaped him as he looked down at his fillyfriend, only for the smile on his face to drop upon seeing her exhausted state. ‘Uh-oh. I may have gone a bit too hard on her.’

“O-oh…sweet Lauren Holy Faust…” Scootaloo said in gasps and sputters, her chest heaving up and down slowly. “T-that…that w-w-was…oh my goodness…!”

“Um…Scootaloo?” Sheton asked worriedly, his concerned side flaring up upon seeing her body writhing slightly. “A-are you okay?”

Scootaloo’s single teary eye shot over to her coltfriends, immediately taking notice of the worry in those beautiful blue orbs. With a sharp inhale, she turned her head towards him and cried, “S-S-Sheton! T…t-t-that was so incredible…! I…I-I…t-that felt s-s-so a-amazing!”

“I-it…it was?” Sheton asked, taken aback. “S-so…you’re not in pain or anything?”

“No...I-I’m not...! I…I just feel so out of the Moon right now!” Scootaloo cried, her writhing slowly beginning to slow down. With one final gasp, the bright orange Pegasus filly went completely limp, her eyelid closing as her breathing went back to a steadier pace. “That was so incredible~.”

"I must’ve done much better job than I thought. Even more so since this is my first time, along with yours.” Sheton murmured, chuckling as he licked at his hooves. “Those squeals and cries that I heard coming from you certainly told me you enjoyed that.”

“Mhm...that that cunnilingus felt so wonderful.” Scootaloo nodded, wiping her sweaty mane from her face. “You really are talented when you put your mind to it, huh Sheton?”

“Eh, not really, I’m just able to know what to do in situations is all.” Sheton shrugged, smiling as he swallowed the last of Scootaloo’s cum. “Mmmmm, you’re come is so good. I guess since you’re so sweet, that makes you taste the same, right Loo-Loo?”

Scootaloo’s face erupted into a blush at the cheesy compliment as a pregnant pause washed over the bedroom. Sheton realized what he had just done and looked away as well, twirling his forehooves as his ears lowered in embarrassment. They stayed like that in severely awkward silence, before Scootaloo came up with a reply. “Y-yeah, I-I suppose...I c-could say the same to you Sheton. Your cum was really delicious. Sticky and gooey, and a little bit salty, but I really liked it~.”

“I kind of knew that…” Sheton nodded, his embarrassed expression still etched onto his face. It was soon washed away by one of slight pain as he flinched. “Ow!”

“W-what’s wrong Sheton?” Scootaloo asked, her concern coming. “Is something wrong?”

Sheton glanced up at her, a small pained smile of reassurance coming to his muzzle as he softly replied, “Oh, n-no…it’s nothing. It’s just…my penis is really throbbing hard right now.”

“It…it is?” Scootaloo propped herself up on her elbows and looked down at Sheton’s cock. To her amazement, it had returned to its hard state, just like how it was more than several or so minutes ago. It also looked to be twitching even more violently now, precum all but flowing out of the tip like a faucet with no plug. “Oh my…”

“Yeah, I guess this little buddy of mine got a little excited from the performance that I was doing on you.” Sheton replied, rubbing a tentative hoof along the length. “I didn’t even notice it growing hard until now.”

“Yes…it does look hard. Much harder than it did before.” Scootaloo said softly, her eyes becoming half-lidded as lust clouded them. She felt herself getting wet once more by the mere sight of the shaft leaking in front of her, despite having just came a minute ago. “I think it’s time we both try to make it feel better~.”

“Feel…better?” Sheton asked, watching as Scootaloo get up from her position on the bed. He gave a squeak of surprise when she slowly pushed him down and crawled on top of him, walking around like a cat getting ready to lay down. “W…what’re you doing?”

Scootaloo, who was now facing Sheton’s leaking cock, looked back at him with a smile, gently flicking his muzzle with her tail. “What do you think I’m doing~? I’m just preparing myself for another dose of your delicious nectar, my little nocturnal bat~.”

Sheton paused, looking in between his marefriends wet folds and back at her smiling face. A second later, he caught on to what she was doing. “Oh, you mean you wanna try…?”

“Mhm…we’re going to go ahead and do the sixty-nine~.” She replied sweetly, shaking her plump rump and teats in front of her coltfriend. “You think you’re up for it Sheton? We did say we were going to be all the positions we could.”

“W-well, yeah, sure we are but…” He said hesitantly as he grabbed his marefriend’s butt. “Are you really ready to go for another round already? I mean, it’s barely been a minute since your fist orgasm of tonight.”

“Oh, I think I’ll be fine Sheton~.” Scootaloo said after planting a kiss on the head of her coltfriend’s cock. “The question is, how fine you will be once I milk you dry once again~.” She spread her hindlegs a bit wider, wanting Sheton to see as much of her dripping vagina as possible. “Will you be able to do the same?”

Sheton’s worried expression turned into one of a competitive smirk as he gripped Scootaloo’s ass cheeks firmly. “Is that a challenge?”

Scootaloo matched Sheton’s smirk with a grin of her own, shaking her rump. “Why don’t you go ahead and find out if it is~?”

“Alright then…” Sheton chuckled, his tongue slithering out like a Komodo Dragon sniffing out for its prey. “Challenge accepted~!”

Giving her ass cheeks simultaneous slaps, he plunged his tongue into her quivering folds, enclosing them around his own lips for the second time. Scootaloo gasped, caught off guard by the move, but giggled as he began to eat her out again. She moved her hips back and forth and began grinding against him to help him get more into it, and he responded in kind. Feeling that she wasn’t doing anything herself, he lifted his hips up and let the tip of his dick hit her face, snapping her attention over to it.

With an embarrassed blush, Scootaloo took the cock in her hooves and swallowed the head, slowly going deeper with each second. It bent in the back of her throat as the head went past it, the pulsing medial ring being next to enter her mouth as Scootaloo went down to his balls once more. She felt her coltfriends hindlegs shiver when her nose touched his balls, and inadvertedly close together, mashing them together. Scootaloo let out a muffled giggle and spread them apart, tilting her head from side to side as she sucked Sheton off.

Sheton let out moans of euphoria as he clutched onto the butt cheeks of his fillyfriend’s rump, the sounds sending vibrations through her vagina. The pleasant hums and moans she let out prompted Sheton to drive his tongue deeper into her pussy, lapping at her juices. As with last time, his lips were enclosed around Scootaloo’s vaginal lips, keeping any juices from flowing down his face. Sheton gave it light sucks, not wanting to go as hard as he did last time, for he was worried she still hadn’t fully recovered from her last orgasm.

Scootaloo bobbed her head up and down on her coltfriends cock as she moaned softly, enjoying the feeling of her coltfriend’s tongue inside of her. Her soft wet tongue rolled and wrapped around as much of Sheton’s cock as she could while she took deep breaths through her flared nostrils. She had meant what she said about his cock tasting absolutely wonderful in her mouth, and she made sure that her coltfriend knew it. Her hooves reached out to his balls and proceeded to give them a gentle massage, if not a few scratches. She was pleased when he moaned into her mouth, his hindlegs stretching out a bit as a sign of pleasure and relief. With this in mind, Scootaloo mashed and ran her hooves along his testicular sack, wanting to relieve it of any pent-up stress it may have been carrying.

‘Wow her hooves feel so amazing~.’ Sheton thought as his muzzle went deeper in Scootaloo’s snatch, her scent making his mind go fuzzy. ‘They’re so soft and smooth, and it’s almost like they know where my balls are aching the most. This is just like the time when Ms. Rarity took me to the spa to see Aloe and Lotus and they gave me that…m-massage~.’

Feeling that he should return the favor, Sheton’s hooves began moving up down Scootaloo’s luscious rump, stretching it and pushing it together. As he did so, he used the widening motion to stick his thick tongue into her vaginal hole, trying to get at her G-Spot like he did before. A light squeak left Scootaloo, and a shiver went down her back and to her rump, making her pussy shake in Sheton’s face. He smirked through the clitoris he had wrapped around his lips, laughing a little when he felt Scootaloo’s hips move to grind her pussy harder against him. Sheton responded in kind, and went to give her rougher licks, just as she begged him too.

‘Oh, I love the feeling of his hooves so much, they feel so smooth against my ass.’ Scootaloo thought, moving her tail to the side to give more room. ‘I wonder how it would feel if they hit it with excessive force; it’d probably feel even better.’ Her ears pinned back as another thought came to her. ‘Sheton probably wouldn’t want to do that to me, he’d think that it may hurt me, or I may not like it. I don’t even know if I could even ask him to do it…’

It was no secret to Scootaloo that couples liked to spice things up when they got intimate with one another, rather than just sticking to basics. Thanks to all the porn magazines that Fluttershy got her, she learned of the various fetishes that ponies had. Ranging from anal penetration, to more extreme things like bondage and master and slave. One particular fetish that left her a bit apprehensive was the one where a pony would as his or her mate to spank them, be it softly or roughly. How it seemed to make the one getting it feel even more pleasure, despite the pain that came with it. Yet it was that same pain that made them grave that pleasure more, especially since they wanted it to be done to them. As long as they wanted it, and it served to make them feel good, then it was fine, otherwise, it was best not to try it.

Although Scootaloo had never ever been spanked, and nor was Sheton if she remembered him telling her, it was still something that made her queasy thinking about it. At least, until she read the explicit lewd magazines about how its pain can heighten the receiver’s pleasure during sex. It was an admittedly tempting thought she had in the past, but she always kept it to herself; not because she was afraid of it, but because she didn’t believe that Sheton would be up for it. As much as she wanted this experience to be as pleasurable as possible, she couldn’t help but wonder how it would go if they took it that step. Scootaloo would understand if Sheton didn’t want to do it, and wouldn’t hold it against him, but she’d still like it if he tried it on her. There was only one way to find out, let alone get it going. Perhaps she’ll ask him once they get to the main event…for now, she’ll just stick to them pleasuring each other at the same time.

The pulsing of the cock in her mouth brought Scootaloo back to reality, and she looked down to see Sheton’s balls warping and constricting. That was all that she needed to realize that he was going to cum and cum hard. At that moment, she heard Sheton moan loudly in her mouth, and clutch her butt tightly. A buildup suddenly worked its way into Scootaloo, and it let her know that her own orgasm was soon going to follow his.

‘Oh, my goodness! We’re both about to cum in each other at the same time!’ Scootaloo thought jovially, feeling her lower lips wink in Sheton’s mouth. ‘I can feel it coming, we’re both going to burst together!’

‘Oh fuck, I can feel myself about to let loose!’ Sheton thought as well, snorting hard through his nose as he felt his cock twitch. At the same time, he felt streams of filly cum slowly beginning to flow into his mouth. ‘Scootaloo’s about to as well…come on Loo-Loo, let’s come together!’

Several second after those thoughts echoed in the duo’s mind, their orgasms hit, just a split second afterwards. Thick gooey cum splashed into Scootaloo’s mouth and flowed down her throat while her own bodily fluids filled the inside of Sheton’s muzzle. They gulped each other’s baby batter and nectar greedily, filling their stomachs to the brim and not wasting a single drop offered to them. They stayed in their position for a minute or two, wanting to milk each other of every single squirt of cum until there was nothing left. With one last lick and suck to their genitals, they let each other go, and Scootaloo let herself roll off of Sheton and onto her back. They stared up at the ceiling, their thoughts blank and muzzles agape as they recovered from the buzz their nether regions were feeling.

After about five of lying motionless in the bed, Sheton spoke up. “H-hey…Scootaloo?”

“…Yes?” Came her tired, soft and gentle reply.

“That…was…incredible…~.” Sheton murmured, a cute smile adorning his muzzle. “Like, just…so fucking incredible~.”

Scootaloo sat up, using her elbows to support herself as she looked at her coltfriend. “M-mhm…it really was wasn’t it. I can’t believe that we both came at the same time too~. I’m pretty sure that was a coincidence, but I’d like to think that it wasn’t.”

“Yeah, me too.” Sheton sighed as he too sat up and looked at his fillyfriend. “Um, Scootaloo, you got a little cum stuck to your lips.”

Scootaloo blinked, reaching out with one of her hooves to touch her chin. Sure enough, there was a thick rope of gooey semen attached it, glistening in the dim light. She giggled and lapped at her hoof, slurping the cum right of her chin in the process. “Heh, looks like I missed a spot there~.” She giggled, giving Sheton a sultry look. “Still as delicious as the last time Sheton…~.”

“Same goes for your nectar Scootaloo~.” Sheton cooed, winking at his fillyfriend. “It just tastes sweeter and sweeter every time I swallow it. You really know how to make a colt crave for more of you.” He let out a soft hiss, baring his teeth at her playfully. “Especially if that colt is a Bat Pony~.”

“That I do Sheton…that I do.” Scootaloo said slyly, leaning in and planting a little kiss on Sheton’s nose. “Speaking of which, I think it’s time we get to the main course of this little session. We got a taste of each other’s sweet juicy nectar, but we never got to really feel it yet~.” She cupped one of Sheton’s cheeks. “So why don’t you and I get to it right now?”

For just a second or two, Sheton was confused as to what Scootaloo was talking about when she said that. That is, until he saw her roll over on her stomach and brush her tail to the side again, he gasped in realization. “W-wait…y-you mean you want to…?”

Scootaloo smiled lovingly, giggling as she reached back with her hooves and spread her large plump butt cheeks, giving her coltfriend a ‘come hither’ look. “That’s right my little Tony~…” She cooed sensually, giving a slow provocative lick of her cute lips. “It’s time for you to claim this little caterpillar…and help her blossom into a beautiful butterfly~.”

Author's Note

Well there it is folks, here we finally have part two of this passionate steamy clop in this cute little story of Scootaloo and her Bat Pony coltfriend!!! Now, I'm going to admit, I was a bit torn on whether to put in the sixty-nine positioning in this part of the chapter, mainly because I didn't know how it was going to go down. I honestly did start having doubts of whether or not it would actually work or not, of if I should even put it in there but now, I'm so glad that I did. I looked back over this and felt that it went by smoothly, even if I added some unnecessary dialogue. As I said last time though, wanted to keep this balanced out and on point, and from my point of view, still going strong! So, so far so good...for now.

Well, that's all for now; tune in next time for when things really get steamy, and Scootaloo and Sheton claim one another as their own!!!