After school that same day, I made sure to catch up with Hazel Haze and corner him. It wasn't easy. He'd seen me eying him the whole time we were in class, and the moment the school bell rung, he was soaring off into the sky. Luckily for me, though, he wasn't the only one with wings.

I pursued him all the way to his hiding spot – a big fluffy cloud above town, where I suddenly pounced down at him from above.

He must not have seen me coming, because he was taken entirely by surprise. Only just before I plowed right into him did he startle and jump to the side into a taller bit of fluff on the cloud.

Pleased with my ability to sneak up on him, I came to a soft, controlled landing on top of the cloud, then stood right in front of his cowering form, grinning down at him with my wings outspread. “Got ya!”

Hazel just cowered down a little more, curling up into a little ball and sinking into the cloud a bit. The way he turned his head, his long blue mane covered most of his face.

“I bet you forgot I could fly too, didn't you?”

He peeked up at me past his mane. “Um... You don't usually fly very often.”

There. He could speak after all! I pranced in place a little bit, trying to restrain how quickly my tail was rising up, but not doing a very good job of it. “And I snuck right up to you without you even noticing! Wasn't that great?”

Shrinking back down, Hazel made an odd little strangled sound ... difficult to interpret, but he sure didn't seem to think it was that great.

“Of course—” I looked at him slyly “—I'm not the only one who's good at sneaking, am I?”

The whimpering sound he made in response to that was even more strained and enigmatic.

Giggling a little, I prodded his curled-up body with my pink hoof. I couldn't help it – he just looked so cute like that! “Come on, you can admit it. You know I saw you. Did you see the whole thing? What part did you like best?”

“I... I wasn't trying to—”

I came closer, almost nose-to-nose with him. “Did you like watching me? Do you think I'm a sexy filly?”

He stared up at me, his cheeks blushing from light brown to bright red. His lips moved a little, but if he was actually saying something, it was way too quiet for me to hear.

Edging just a little bit closer, I actually touched my nose against his. “Do you want to try it?”

Gasping, he recoiled, even though there wasn't much room for him to go further back against the fluffy barrier of the cloud behind him. “I... I couldn't.” He looked away, his cute little body trembling and his wings folded tightly against himself.

“Come on,” I whispered. “It wouldn't hurt to try it just a little, would it? I promise it'll be fun.” I tried to whisper it in the most heated, alluring way I could ... though with my limited experience, it definitely could have been better.

“But...”

I waited for a moment to see what his objection would be. None was forthcoming. Apparently that 'but' was all I was going to get. Maybe if I came on a little more strongly... How could I do that?

Well, I knew he liked having something to look at. And that, I could arrange! Without really getting any farther away from him, I turned around. When I spread apart my legs and raised my tail in front of him, I heard another strained little gasp, which let me know he was definitely seeing me. And even though I wasn't that aroused just yet, I squeezed those new muscles I'd discovered lately and winked my pussy open for him a couple times.

“Don't you want to know what it feels like?” I said, not even looking over my shoulder at him. I didn’t need to look. I knew exactly where his eyes would be focused.

“Are... Are you sure this is okay?”

“Of course it is!” I raised my tail even higher and scooted a little bit closer to him. “Here, touch me. You can touch wherever you want.”

For the longest time – or what seemed to my little filly mind the longest time – nothing happened. Just as I was about to turn around and check to make sure he hadn't snuck off, I felt the gentle touch of his hoof against the curve of my ass cheek.

“Mmm,” I moaned, making sure to sound even more appreciative of the scant little touch than I really was. I pressed back against him, making his hoof sink slightly in against the soft fur of my rump.

Slowly, slowly he began to get a little bolder. First, he ventured just to rub the little part of my ass he was touching. Then he gathered up enough courage to actually start sliding his hoof around the pink curve of it, massaging my little roundness. When he was brave enough to touch the other cheek with his other hoof and even squeeze them together a little bit, I gave him another wink.

That was all it took. A moment later, his hoof touched the soft wetness of my pussy lips ... a little more roughly than I might have liked, but not enough to be painful, and at least he was finally getting into the spirit of things.

All too soon after that, he pulled his hoof away. “It's all...” He sniffed it. “What ... what is this stuff?”

I turned around, and before he could retreat again, I grabbed his hoof in two of mine, held it up to my face, and licked it clean. His eyes went wide and he let out a little moan as he felt my tongue there. And I tasted myself for the first time ... a little sweeter than the other fillies I'd tasted so far. Was that something to be proud of? I figured so. I was a pretty sexy little filly, wasn't I?

When I snuck a glance under Hazel's belly, I knew that I was. His cock had already come almost all the way out ... and he was huge! Well, not as big as a full-grown stallion, of course, but quite a bit bigger than any of the other colts I'd been playing with so far. I eyed the tip of it greedily. I may have even licked my lips a little bit.

Suddenly, he seemed to sense where I was looking, and he made haste to block my view with his hooves.

“Don't hide it,” I said, moving to brush his hooves out of the way ... which just happened to move my face closer to his at the same time. “You have a beautiful cock. Won't you let me see it?”

Hesitantly, he gave way to my prodding hooves and moved his forelegs out of the way.

I dropped right down to the level of the cloud, resting my belly against its fluffy surface in order to get a great look up at Hazel's cock. Really magnificent. It still curved downward in its semi-hard state, and in doing so, it nearly drooped down low enough to touch the cloud he was standing on. Almost as thick around as my foreleg, it just looked so big and beefy hanging there, swinging a bit as he moved nervously. I could already imagine that mottled pink tip swelling up deep inside of me and those big round balls of his emptying themselves into my deepest, warmest place. Without even realizing it, I was creeping closer, my head already between his forelegs.

“C-Cadance,” he said. “What are you doing?”

Without coming up from underneath him, I asked, “Can I suck it?”

“You... You want to what?”

“Can I suck on your cock?” I licked my lips again, already almost drooling at the thought. “I promise it will feel really good.”

“But isn’t that, like, really weird? Mommy says I shouldn't even let anypony see it.”

“Please? We don't have to tell anypony. It'll be our little secret.”

He didn't respond, at least not verbally. I did feel one of his hooves tracing the curve of my back, though. And as he touched my nice pink fur, his cock twitched upward, hardening a little and bumping right up against my muzzle.

I didn't even think about it. Somehow, I just accepted his cock's invitation as permission enough. Opening my mouth wider than ever, I squeezed his thick tip inside.

“Cadance!” he cried out in shock ... but he didn't pull away. Rather, he instinctively nudged his hips forward, slipping more of his half-hard cock into my mouth.

I gulped it down eagerly, running my tongue along the broad underside of it and beginning to bob my head against him, taking even more of his length ... though there was still plenty to spare.

He moaned as if he couldn't believe what he was feeling, a long, drawn-out and strained sound, but still definitely one of pleasure. And if I had any doubt about the way he was feeling, that would have been alleviated by the way his cock hardened in my mouth, swelling even bigger and pushing even harder in its effort to plunge down my throat.

Hazel's cock was just too big for me, though. Despite my valiant efforts, I just couldn't swallow his tip. Too thick.

Eventually, I couldn't handle it anymore, not even just his tip in my mouth. It was just too hard to breathe. But I still rubbed my lips up and down the rest of his length as I caught my breath. “Do you want to put it inside me?” I whispered, still rubbing my face up and down his nice thick shaft.

“In... Inside? Like in your...?”

“In my pussy.”

“I... I, um...”

Slowly, I slid forward, following the now-firm curve of his cock all the way down to his sheath, then even a bit farther until I could nuzzle up against his dangling balls. I propped my hind legs up and swished my tail far to the side. From his angle above me, he should have been just barely able to see my pussy lips, now winking open again and again all on their own and dripping little clear drops onto the cloud ... and anypony unfortunate enough to be walking below that cloud.

My lips tickling against the nice full bulges of his balls, I whispered again ... but a loud whisper, because I really wanted to make sure he heard this part: “You just have to promise me one thing.”

“Uh-huh?”

“When you finish, you have to do it inside me, as deep as you can, okay?”

His hoof had been gently brushing up and down the curve of my rump, but it suddenly stopped when I said that. “When I what?”

“You'll know it when it happens. Just promise me you won't pull it back out of me until it's completely finished, okay?”

“Um... Okay.”

Now that was what I wanted to hear! After wriggling my way out from underneath, I darted back around to stand in front of him, once again with my ass held high, my tail held even higher, and my hind legs slightly spread.

“Wow,” Hazel breathed. “You're so...”

I leaned backwards, sticking my little round rump back at him. “Please don't make me wait for it!”

“But how do I—?”

Rather than explain to yet another colt the mechanics of how to do it – by this time, I'd begun to think it should be obvious – I simply backed up, crouching down underneath him for a brief moment before popping my rump back up under his chest and physically planting myself right where I wanted to be underneath him.

“Woah!” He said in an almost accusatory way. His forelegs gripped onto my hips just for the sake of holding himself steady. But when his tip kissed up against my wet, winking pussy, I felt his legs tighten around my body in a new, more purposeful and instinctual way. A moment later, he did exactly what I'd hoped he would do: push his hips forward. He probably didn't even know why he was doing it ... but as long as his body knew what to do, that was good enough for me.

The broad tip of his cock briefly mashed against my pussy, simply pressing it – lips and all – against me. But thanks to the bit of slipperiness left from when I was suckling him, not to mention my prolifically flowing juices, it soon managed to stretch my entrance open and slip inside.

I cried out when he first entered my pussy. I couldn't help it. He was barely in, and I already felt so full and stretched!

Hazel stopped. “Are you okay, Cadance?”

A pleasant warmth filled me, and not the warmth of his cock. Of all the colts I'd been with so far, Hazel was the only one who was willing to take it slow and make sure his filly was okay without needing to be instructed to do so. It made my pussy wink around the end of his shaft all the more fervently. “Mmm-hm,” I cooed, shifting from side to side slightly so I could feel the girth of his cock between my ass cheeks. “You can put it all the way in if you want. I'm ready.”

I felt every last contour of his cock as he slowly and relentlessly pushed it into me. It reminded me of seeing a clown at the last summer fair blowing up the long, thin balloons he used to tie up into animals, only that's the way it felt inside me – a long stretching motion flowing up into me until I was filled to the brim. My pussy couldn't help but grip tightly around his substantial girth, flowing around the long sleek curves of his upper shaft, rippling over his medial ring, and squeezing extra hard as the veiny, even thicker base of his cock squeezed its way in through my entrance.

Finally, just at the point where I thought I might burst, I felt his thighs bumping up against my ass cheeks. He pushed and pushed, pulling my hips back toward himself as his cheek rested against my neck, but that was everything he had to give.

I was glad that was everything he had. Any more, and it probably would have hurt. Even as it was, I felt stuffed full like I never had been before. It was like everything inside me had been rearranged, and now the whole purpose of my body was to make room for that great big colt cock of his. And I loved it! I could feel his warm sheath tucked up under my tail between my ass cheeks, and I could feel his flattened tip pressing tightly against my innermost depths. It was perfect.

One he'd stayed like that for a bit longer than I expected him to, though, I twisted my neck around to look back at him. “You can, um ... move a little, if you want.”

He stopped rubbing his cheek against my pink neck fur and looked up at me. “Oh.” He glanced around, as if the other clouds floating around us would hold some clue. “Like, um, this?” Rather than pulling his hips back, he stretched out his hind legs, actually going up rather than in and out.

Stretched as I was, my body was lifted up with him. But the motion did change the angle of his cock inside me, making my strained inner walls flow over his girth inside me. I let out a little gasp. Wow! He was just so huge!

Hazel must have taken that gasp to mean I liked it, because he lowered himself back down, only to lift up again ... and again ... and again.

I didn't have the heart to try and correct him. Honestly, I didn't have the breath to spare, either. I wasn't even sure if he was really doing it wrong or if this was just a different way to do it. After all, it felt incredible. And as much as I wanted to feel him thrusting deeply into me again, I didn't want him to pull out, not ever, not even if it was to push right back in. This rocking motion of him lifting inside me again and again stirred my insides in waves, made me feel like I was floating in a warm ocean rather than up on a cloud. I braced my front hooves against the fluffy surface and pressed back against him, keeping him as deeply inside me as he could possibly go throughout every motion of it.

“Cadance,” he huffed against my neck. “I... I feel...”

I could feel it too: his tip already flaring out deep inside me, stretching my deepest insides in a way I'd never felt before. It was like he was stretching something new open deep inside of me, and no amount of my pussy's desperate squeezing around him could stop it. Maybe it would have hurt, should have hurt ... if I wasn't so far gone in pleasure. I knew he was about to finish, but so was I ... and all I cared about was making sure he stayed right where he was when he did it.

“Do it!” I panted in deep breaths, to the same rhythm of his lifting hips. “I need to ... feel it ... inside! Please!”

“Cadance, I...” He grunted, clutching my hips even more tightly against himself as he lifted my rump one last time, so high that my hind hooves left the surface of the cloud. “I'm...”

His words faded into a deep, breathless moan, and I felt his cock throb inside me. That first beautiful pulse... I could feel it shoot up through his length, all the way from my entrance until it burst out and flooded me deep inside.

Yes! My eyes drifted closed and my pussy clenched down hard around his next pulse. The glowing heat of my orgasm spread through me from that deep inner core all the way out to my hooves and the tip of my horn; the swishing warmth of Hazel's cream seemed to spread just as far. The two sensations flowed into one, swirling inside me and redoubling with every fresh hot gush of colt cream he pumped deep, deep inside of me.

He was faithful to his word, keeping his tip planted as deeply inside as he possibly could. Even as he trembled and shook a little under the strain of unloading himself inside a filly for the first time, he never let his cock budge even the slightest bit outward.

Soon, though, it was too much for me to handle. Even though I could feel myself swelling in new and wonderful ways deep inside, I just didn't have enough room to keep everything he was giving me. I felt the warm surges pooling around his tip, then slipping past it, wave by wave surging back up along his cock, soaking my inner walls before finally dripping out around my pulsing entrance.

And still he gave me more. It flowed through me, ever-renewing my orgasm, making me dizzy to the point of nearly losing track of where I was and what I was doing. All that mattered was that big hot cock throbbing into me and the ever-swelling pool of warm cream ballooning deep inside.

Sadly, though, that feeling couldn't last forever. His thick spurts of cream gradually lessened, as did my orgasm.

I opened my eyes onto a suddenly too-bright and revitalized world, and I found myself a little chilly so high in the air now that I was covered in sweat.

And even though I could feel Hazel's cock softening inside of me, he kept pushing back against me, holding himself in until the very last moment. Beyond the very last moment.

Moving slowly, as if in a dream, I turned my head around and nuzzled his other cheek – the one he wasn't pressing against my neck. He'd drooled a little bit against my neck fur, but I couldn't complain about something so little after what he'd just given me, could I?

“That was amazing,” I said softly. “You can pull out now, if you want.”

He didn't, although he did relax a little, lowering my rump back down and letting my hind legs touch the cloud again. He still didn't pull his cock out, though, not until it did it for him – when it finally softened and retreated enough to pop out of my pussy all on its own.

I could feel the warm remnants of our lovemaking seep down between my pussy lips, going on to drip down through the cloud. Hopefully nopony would be down there to get splattered. My pussy gave a few more strong winks, as if thanking him for everything he'd given me.

Turning around, I hugged him around his neck and nuzzled his mane. “You were so good. I've never felt like that before.”

“Me neither,” he said quickly, his sweat-streaked sides still heaving as he struggled to catch his breath.

“And that was such a neat way to do it. All the other colts I've seen just push it in and out, but you just stayed in and in and in ... it was so intense!”

He cringed, a little bit of the old shyness coming back despite what we'd just shared with each other. “Was I... Did I do it wrong? But you said not to pull out until I was finished.”

“And you didn't!” I smiled and kissed him on his cute little nose. “And I loved it!”

Blushing again, Hazel turned his head away, though I could still see a hint of one eye peeking up at me through his mane. “But, um... Could we maybe do it again sometime. Just, you know ... so I can, um... try doing it the right way?”

I giggled, then ducked down below his mane so I could kiss him on the lips.

Author's Note

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