It had started out as an argument with his father. "When are you going to find something worthwhile to do with your life, son?! You'll be twenty-five soon, too close to thirty, and you haven't accomplished anything!" Caramel grit his teeth and stared at his hands. He didn't know why he still cared what his father thought about him. He was grown, after all, and if he'd made mistakes they were his to make.
But deep down, he had the nagging suspicion the old pony was right.
"That's where you're wrong, Dad," he finally said. "I'm joining the Royal Guard in Canterlot. In a few months, I might be protecting the Princesses themselves!"
His father couldn't keep the shock from his face. "You? A Royal Guard?! You're joking!" Caramel shook his head.
"I've never been more serious in my life."
His father stared at him, then said, "Son, it takes discipline to make it in the Guards, especially those assigned to the Princesses. I'm sorry, but I've never seen you display that kind of commitment. Besides, aren't you a little old for that job?"
He sighed. "No, Dad. The cutoff is thirty-five for certain jobs. I'm fine for any job they have."
His Dad shook his head. " I still think you're too old." Caramel stood.
"You will see, Dad. I start boot camp in a week."
What the hell was I thinking?! he thought to himself a week later. He was up to his knees in mud, with a full rucksack on his back and a heavy spear in his hands. The drill instructors seemed to take inordinate delight in personally making his life miserable. The only thing that kept him going was he needed to do this for himself; not for his Dad, not for his friends, for himself.
They won't break me!
Two months later found him standing tall and proud with the other cadets. He'd done it! He was a Royal Guard! He scanned the crowd for his family and friends, finally spotting his father in the third row. The old pony was smiling, but it looked like he'd been crying as well. That was fine. He proved himself to his Dad, but mostly he'd proved himself to himself. Now there was nothing left to do but wait for his first posting.
And was it boring!
Weeks went by as he was assigned to the front gates of Canterlot, hours of standing stiff as a board, making no reaction as tourists did their best to make him smile, laugh, bark at them, anything. It was almost more than he could take, but he was determined not to let his superiors down. Maybe if he showed he was a good soldier, they'd give him a far more interesting assignment, like guarding Princess Celestia.
Little did he know how his life would soon change.
"Caramel!" barked his Captain.
"Sir!" cried Caramel as he snapped off a salute. "Private Caramel reporting as ordered, Sir!" The Captain regarded him.
"Stand at ease, Private." He looked down at the papers on his desk. "I see here you've been getting good reports."
"Sir, yes Sir!"
He looked up at him. "I'm assigning you to duty in Tartarus, Private."
Caramel couldn't keep the shock off his face."Sir? Sir this Private...this Private thought the Captain said he was getting good reports?"
The Captain leaned back in his chair. "Relax, soldier. It's not as bad as it sounds. While it does hold the scum of Equestria, your assignment will be simple: make your rounds once an hour, checking to see all the cages are still securely locked." He stood. "Don't let any of them push you around. They're all in there for eternity, so they feel they have nothing to lose. Just do your duty and you'll be fine."
Caramel snapped back to attention. "This Private will do his best, Sir!"
That night he was relaxing in the barracks with his fellow Guards when he told them of his posting.
"Tartarus?! Who did you piss off?" That was from Sergeant Chains, one of the senior enlisted.
"The Captain told me it would be a simple assignment. I--" Chains held up a hand.
"We know what the duty is like, Private. The question is: will you be able to handle it?"
Now he was starting to get nervous. "There shouldn't be any problems, right? I mean, they're all locked in their cages. I haven't ever heard of any getting out."
Corporal Skylar spoke up. "It's not a question of them getting out. The question is: will you be joining one of them?"
He stared at her. "What do you mean?" They all turned and looked at the Sergeant, who sighed and began.
"Have you heard of Cozy Glow?" Caramel nodded.
"That's the little filly that tried to take over Equestria some time ago." Chains smiled grimly.
"She's the one. Only, she's not so little anymore."
"She's grown into a little minx," added the Corporal. "She'll say or do anything to get you to open her cage. You'll have to be strong." Caramel set his jaw.
"I won't let her trick me. You'll see." They all exchanged a somber look.
"You're right: we'll see."
Caramel had never seen so many misshapen creatures. He knew this Place held the dregs of society, but it was still a bit of a shock to actually look at them. He made his rounds silently, only stopping to check the lock on each cage. None said anything to him, if they were capable of speech, so he had yet to face any challenges. Even the criminal centaur Tirek was subdued, only staring out at him as he checked his lock, then turning away and lying down. Caramel supposed that after being in this place for so long, even the proud archvillain would be feeling a bit defeated. Still, all was well, and so far it had been an uneventful assignment.
Until he went to check on Cozy Glow.
She was in a section of the cave by herself, in a large cage that looked like it contained a bed, a small bathroom, and a desk. She was lying down facing away from him when she must have heard his boot steps, for she sat up and turned around. She smiled sweetly, got out of bed, and went to the bars of her cage.
"Hi, mister!" she waved.
Caramel swallowed. She certainly wasn't a little filly anymore! Her long, shapely legs tapered down from underneath a very short plaid skirt, and she was wearing white stockings that only came up to mid-thigh. She was also wearing black, spiked-heeled shoes over her tiny feet. Her breasts were...impressive...barely contained in a white bikini top, and as he stared it seemed to be a bit see-through, for he could see dark spots that had to be her areolas. With difficulty, he found his voice.
"Address me as 'guard,' prisoner."
Cozy pouted and said, "Alright, Mister Guard. You don't have to be so mean!"
He kept his eyes averted as he approached her cage to check the lock, then said, "I'm just doing my job."
She stuck out her soft, bottom lip even more and said, "But you're so stiff and boring! And why won't you look at me?"
There was no place on her body he could look without leering, so he settled on her eyes. "There now: I'm looking at you. Happy?"
She cocked her head to the side. "I'd be happier if I knew your name. I'm Cozy."
"I know who you are. You tried to take over Equestria some years ago. It's why you're here."
She dimpled at him, grabbed the end of her tiny skirt by her index fingers and thumbs, and said, "Do you like my outfit?"
He blinked at the feminine non-sequitur and said, "I suppose. It's cute."
She clapped her hands and bounced in place. "Isn't it though?! My parents sent it to me. There are no mirrors here, so I can't really tell how it looks." She pressed closer to the bars. "Do you really think I'm cute?"
"I...I didn't say you were cute, I said your outfit is." He was beginning to perspire.
She stuck out her bottom lip."So, I'm not cute?"
A drop of sweat trickled down his forehead. He could tell he was steering into dangerous waters. Best to get out of here. "No, you're very cute." He turned away and said, "I have to go."
She reached through the bars and said, "Wait! I have one more question!" He sighed and turned back to her.
"What is it?"
Instead of answering, she turned around, bent at the waist, and pulled her skirt up. She raised her tail, looked over her shoulder at him, and brightly asked, "Are my panties too small?"
He was struck dumb. He gazed at her round, shapely ass, juuuust being held in place by the tiny white cotton. He could see every curve of her vulva, straining through the tight fabric. It looked both soft and inviting. Then he shook himself, scowled and repeated, "I have to go!"
"You...you didn't answer my question..." But he turned and quickly walked away, never looking back.
She called after him, "See you tomorrow, Mister Guard!"
The next day Caramel steeled himself for his upcoming encounter with the long-legged mare. She just caught me off guard with that sexy question. Won't happen again. He decided he'd check her cage first at the start of his shift, just to get it over with. He marched resolutely past the others, making his way to her private alcove. When he got there, he stopped and stared.
She was kneeling on the bed, reading a book. But that wasn't the problem. She was wearing a tiny yellow spaghetti-strapped slip, that just barely covered her massive breasts, that looked like they were each defying gravity. Of course, she wasn't wearing a bra. The whole affair was almost see-through, so it left little to the imagination. She'd exchanged the white stockings from yesterday with dark smoke-colored ones, that were still only mid-thigh. Then she glanced up and saw him.
Her face brightened and she stood up, revealing she was wearing her spiked heels. "Hi, Mister Guard! You're early!" He had to swallow again, for when she stood it was revealed her slip just reached past her waist, and he could clearly see her tiny, tight panties this time. She saw where he was staring and said, "I'm sorry, I didn't have time to get fully dressed." She twirled in place, making the slip flare out. His mouth went dry as he got a full, unobstructed view of her sweet, bubble ass. "But do you like it?" she continued, "I just got it! Isn't it cute? And watch what happens when I do this!" She looked down and started poking her nipples with her index fingers. "Boop boop boop boop!" Her nipples hardened and protruded from her outfit. She cupped her breasts and held them up to him. "See? Now they stick out all funny!" He stared at her huge boobs, struck speechless. Suddenly, she gasped and fell to her knees, leaning close to the bars. "Golly, mister! What's happening down there?" She pointed to his crotch.
He looked down and was mortified to see he was sporting a tent in his khaki uniform. He covered himself and tried to speak, but she cut him off with another gasp. "Does this mean you want to be friends?!" Her hands flew to her mouth and she smiled up at him as tears began to fall. "I'd...I'd love to be friends with you!" She got to her feet and bounced in place. "Oh, this is wonderful! We can tell each other secrets, you could bring me gifts, we can play games together! I'm so happy!" Her boobs bouncing and jiggling up and down weren't helping his erection one bit, or rather, it was making it worse.
"Could you please...stop that?"
She stood still and stared at him. "Stop what?"
He averted his eyes and mumbled, "Your bouncing up and down. It's...distracting."
She looked genuinely puzzled, then that look was replaced by a knowing one. "Oh, I get it." She looked down again and slowly ran her small hands over her huge tits, hefted them a few times then gave them a squeeze. She looked up and gave him a sly smile. "My boobies are making your thingie all hard and throbbing." Her eyes went wide as she stared down at his crotch. "I know! I can take care of it for you!"
His face went bright red. "What...what do you mean?"
She smiled. "I know a trick that will make it feel better. It's what friends do."
He started to waver. Then he remembered his duty, and said, "No, that's alright. Fraternizing with prisoners is not allowed."
She cocked her head. "What's 'fraternizing?'"
"Doing anything out of the ordinary. I can't."
She looked close to further tears. "But we're friends now! I can't have my friend walking around all hard and painful! Doesn't it hurt?" He didn't trust himself to speak, so he simply nodded.
She dropped her voice to a whisper. "It will be our little secret. I won't tell anypony, cross my heart!" She made the motions across her chest with one finger.
He looked around. No other prisoners were in sight, it was just the two of them. "What are you going to do?"
She giggled and fell to her knees. "Come closer. You'll like this!" He looked around one more time, then stepped up to the bars. She walked on her knees to him, then reached through the bars and ran a dainty hand across his member. Then she slowly undid his belt and pulled his trousers down. He was straining through his briefs. She bit her bottom lip and pulled his underwear down. His cock popped up and was throbbing before her, and she went cross-eyed looking at it. "Gee, mister! You sure have a big dick!" Then she began stroking him with one hand while fondling his balls with the other. She giggled again and said, "I think it's getting even bigger! This is fun!"
He stepped all the way up to the bars and stuck his cock over to her side. He could hardly speak, but he just managed to whisper. "S-Suck..."
Her face lit up with a smile. "You want me to suck on it? I'd love to!" She wrapped her soft lips around him and moaned, her eyes rolling back in her head in pleasure as she sucked while sliding halfway down his shaft, then pulled back and let him fall out of her mouth. "Your dick feels soo good in my mouth, Mister! I want even more! Let me try that again!" She stuck out her tongue and took him in once more, this time going deeper. She cocked her head with each downward thrust as she sucked his dick, all the while going, "Mmmm, mmmm, mmmm..." Soon her spit covered his shaft and dripped down off his balls. She grabbed his ass through the bars and bobbed up and down, up and down while moaning.
"Sweet Celestia..." he whispered. Her eyes twinkled up at him, then she took him in past her throat. The added sensation of his cock buried in her throat while she was still moaning did the trick. He cried out as he unleashed his hot cum into her mouth. Her eyes grew wide as she began swallowing his pulses again and again. As the last of it was coming out, she pulled back and let him fill her mouth. He stepped back, his chest heaving, and stared down at her. A line of cum still connected him to her lips, as she closed her eyes and finished his load off while moaning. Then she opened her eyes and stuck out her tongue to show her mouth was empty.
Then she noticed the strand and said, "Oh! Almost forgot this!" She gathered it in her hand and licked her palm clean. Then she grinned up at him.
"That was almost too big a load, but I swallowed it all, every last tasty drop! Aren't I a good girl?" He nodded and smiled.
"You're a very good girl."
She clapped her hands and said, "Does this mean you like me? You'll be my friend?" He nodded and smiled again. She jumped to her feet and bounced. "Oh, thank you! It means so much to me!" Then she noticed he was still erect, and her face fell. "Your thingie is still hard! I must not have done a good enough job! I'm sorry!"
He shook his head and started to reach down for his clothes. "It's alright. I'll be okay." But she wasn't having it.
"It's not alright! You're my friend, and I will take care of you!" She turned around, bent at the waist and slowly pulled her panties down, stepping out of them. Then, she flipped her tail over her back and pressed her ass against the bars, spreading her cheeks. She looked over her shoulder at him and ran one finger across her ponut. "Here's a new place you can try!"
Any thoughts of leaving quickly vanished out of his head, as he shuffled back to the bars and lined up his cock, still dripping with her spit. "Are you sure about this?" Her mouth fell open as she frantically nodded. "Alright..." He took his time inserting himself, knowing it could be painful if he rushed it.
Her ass flexed and pulsed around him. "More! I can take it!" He inserted himself to the hilt, then pulled back again. He started to work out a rhythm as he reached through the bars and held her still. "Harder!" she cried as he picked up speed. Soon his balls were slapping against her pussy with every thrust. "That's it, mister! Pound me harder!" Her eyes rolled up in her head and her tongue lolled out. "So...good! My butt! So good!" Then her pussy convulsed as she came screaming. He soon followed after, filling her ass with his creamy cum. He kept thrusting violently as he came, then slowly pulled out, completely spent. She stepped away from the bars and spread her cheeks, allowing some of the cum to drip out. She took some on her finger, then turned around and popped it into her mouth.
She smiled at him. "You're delicious!" MUCH tastier than Tirek's cum, she thought to herself. She looked down at his softening cock and added, "Are you all better now?" He nodded and smiled at her while he pulled up his clothes. She licked her lips and whispered, "That was really fun! We should do this again sometime, Mister Guard."
He looked at her and said, "My name is Caramel."
She dimpled and said, "I'm your new girlfriend, Cozy Glow. Pleased to meet you, Mister Caramel!"
A few weeks later his Captain called him into his office. "Private Caramel, how are you enjoying your assignment?"
"It's fine, Sir. This Private can't complain."
The Captain looked down at his papers. "According to the inspectors we sent in a few days ago, all is well. Even that troublesome prisoner Cozy Glow has mellowed." He glanced up at him. "What did you do?"
Caramel tried to keep from sweating. "I just...treat her professionally."
"Hmm. Well, whatever you're doing, keep at it."
Caramel couldn't keep the smile off his face. "You can count on it, Sir!"
