Fixin' for a Foalin'' (or 'Ace In the Holes')

With a little fuss, and some drying off besides, every filly along with Ace had gone back inside to the game room, keeping a towel to sit on while they dripped dry. Nopony was sitting, however, as things had instantly devolved into a bickering match.

"I wanna go first!" Applebloom said, pouting. "Y'all already got to play with his cock."

"But we didn't get to fuck it," Diamond Tiara countered, crossing her forelegs in front of her. "That's not the same thing."

"Why don't we just let Ace pick?" Sweetie asked, waving her tail suggestively over her freshly-uncovered backside.

Ace raised his hooves in the air to try and calm the din.

"Girls, that wouldn't be fair. I can't pick favorites..."

"Then do me first!" Scootaloo said, turning about one-eighty and spreading her little orange pussy with her hooves. "I haven't gotten any dick in like a month!"

"How about a contest," Silver Spoon finally interjected. "Everypony starts playing with themselves, and the whoever cums first wins." Silver Spoon smiled slyly, first to herself, then in Ace's direction, catching his eye and batting her eyelashes demurely.

"Oh, sure, you would suggest that," Diamond Tiara said.

"Whadda you mean?" Applebloom asked, tilting curiously.

Diamond Tiara shook her head. "Ugh, nevermind. Fine. Can we just get started already? I'm going crazy looking at that thing." She gestured to Ace's half-hard dick, which was dangling like a delicious treat between his legs.

Ace blushed slightly, but also smiled, and parted his legs slightly to show off a better view of his cock. When kids got rowdy, it was best to take things in stride, in his experience.

"Alright. Everypony ready—" Applebloom readied herself by placing her hoof at the top her of slit, raring to go as she could be. "—get set..." Every filly else was lined up beside her, sitting on either side, with Applebloom at the center, each spreading their young legs and getting their pussies ready for a race to the finish. "...go!"

As judge, Ace found it best to observe the proceedings closely. He made sure to inspect from relatively close distance, leaning in enough that he could clearly see each filly rubbing frantically at their underage snatch, going from slightly wet to fully-lubed in an instant, then to even more frantic squishing noises, each pony making their own little moans as they grew closer to to their climax. Anypony could take the lead, whose technique would prove most efficient—

"Ahh!" Only a minute and a half, after starting, Silver Spoon raised her butt off the ground and began to buck wildly in the air, her tiny pussy clenching against her hoof as she came. "Ahh, ahh, ah..." She let out tiny little yelps as her orgasm settled, her butt coming to rest back against the game room floor (now a little wetter for the ware).

With a hoof still on her pussy, Diamond Tiara sighed. Silver Spoon was the quickest draw in town next to Rainbow Dash. Or so she'd heard, anyway.

"Aw, shucks!" Sweetie Belle pouted, pausing her ministrations on her dripping pink pussy lips. "I wanted to go first."

"Every filly will get a turn," Ace said. He gave Sweetie Belle a pat on her head, bouncing the curls of her mane and making her giggle. He turned to Silver Spoon, who was smiling nervously at him, still holdilng her parted-leg position from when she'd came. "How would you like me to rut you?" he asked.

Silver Spoon shivered, a tiny tremor of ecstasy running through her body, just at the sound of an older pony volunteering to rut her.

"Just like this," she said, spreading her legs even wider and reaching out with her forelegs. "I wanna see your face."

Ace smiled as he took up position between the tiny silver filly's legs. She held her hind-legs apart with her hooves, stretching them back almost behind her head.

"You're very flexible," Ace said, running the head of his hardening cock along Silver Spoon's tight, quivering entrance.

"Thanks," Silver Spoon said, shivering again as the tip of Ace's cock parted her folds. The older pony was one of the biggest she'd ever taken, the whole thing felt different than usual. He was so wide and long, sliding inside her, way past the point she'd normally be full, she felt like she practically might—

"Ohh, gosh, no way!" Silver Spoon seemed taken aback at her body's response, but her pussy clenched nonetheless, and before Ace had even gotten himself all the way in, Silver Spoon was cumming again, spasming against the older pony and bucking up to swallow the rest of his dick. Ace groaned and rocked his hips slightly as the tiny filly squirmed on his member, clenching him so tightly he almost popped out again.

"Hey, once you cum, your turns over," Scootaloo said, pawing insistently at Ace's shoulders while his cock was still buried in Silver Spoon's spasming pussy. "Move over."

"At least let me... finish... cumming..." Silver Spoon said, grunting the words through the jolts of her orgasm. She took one or two more longing squeezes of Ace's cock, rocking her hips as much as she could before finally frowning and pulling herself back, lowering her legs and getting up and off his cock, which slid out rock-hard and covered in her filly-juices. "Shoot," she said, staring at the cock. "I want another turn soon."

"Yeah yeah, miss privilege wants to take all the turns," Scootaloo said, pushing her way in front of Ace and eyeing the giant piece of meat about to go inside her. She licked her lips. "Oh yeah. This is gonna be good."

"How do you want it, Miss Scootaloo?" Ace asked, moving back a bit from Silver Spoon to allow room for Scoots to make herself comfortable. As much as he was a peacemaker, Ace was more interested in finishing the full foal tour than giving all his attention to one pony. And Silver Spoon had indeed cum twice. Sometimes it paid to be patient in sex, apparently.

"I wanna ride it," Scootaloo said, putting a hoof on Ace's chest and pushing him slightly. Her filly strength wasn't enough to move him much, but the gesture was clear, and Ace gave her a grin as he laid down on the game room floor, towel underneath his butt. Scootaloo hopped up on to Ace like he was an amusement park ride, and she'd skirted in just under the 'you-must-be-this-tall' without anypony noticing. Heh heh.

Scootaloo didn't take any time to fuss over her opportunity. Within seconds, Ace's cock was lined up with her tiny orange hole. Her lips parted expertly around the head of his cock as she slid down, and she even managed to get about half way before noticing that she was, in fact, not done.

"Wow," she said, gritting her teeth and grinning. "You might even be bigger than my stallion at home."

"You're just saying that," Ace said, smiling at her and running a hoof along her back, rubbing her soft little wings.

"Nuh-uh. I can take that whole thing no problem, but you're, ugh, giving me, a real, unh, challenge... there!" Scootaloo beamed triumphantly as she shoved herself down onto the last inch of Ace's cock. All the way at the bottom. She could feel it—no, she could see it, poking up into her stomach a little. Was she really that tiny? Or was his cock just that big?

"Oh buck," Ace said. He watched as Scootaloo slowly raised herself up the entire length of his stallionhood, poising herself at the top and rubbing her lips over his head in little one inch rocks back and forth.

"You ain't seen nothin' yet," Scootaloo said. She flapped her tiny wings as she plunged down a second time, now with more confidence and a slightly more-warmed up pussy. Ace's cock hit home again, poking into her tummy, making her feel she'd been filled up so full she might never need another dick again.

Scootaloo started riding Ace's cock in earnest. Flapping her tiny wings.

And because he was that type of considerate pony, Ace couldn't help but notice the three finicky fillies standing beside him, clenching their hind legs and rubbing in a needy fashion at their as yet unfilled holes.

"I've got a mouth, you know," Ace said with a wink.

Everypony present who wasn't riding on his dick got up, but Diamond Tiara was the first one to his face, and she smirked at the other fillies as she lowered her dripping cunt onto Ace's mouth, where he met it with an eager tongue. Diamond Tiara sighed as she felt Ace begin to lap at her slit and lick up the filly juices that had begun to drip from her pussy.

"Ohhh, Mr. Ace... you're so good at eating my little filly snatch..."

"Please... call me Ace..." Ace mumbled through licks at Diamond's clit. Each time his tongue pressed softly over her little love button, Diamond Tiara squealed, and pressed her pussy harder into his face, bucking her hips desperately the same rhythm Scootaloo had found bouncing on Ace's cock.

Even though she'd started with as twice as much bravado as any foal before her, Scootaloo was finding her match in the girthy thing between Ace's legs. Each time she bounced, she felt a little jolt sending her closer to the edge of the cliff. Her wings were stiff, flapping harder and harder, and maybe there was no sense in holding out anyway, because it didn't seem like Ace was running out of energy any time soon. Oh, heck...

"Oh, frick, this is gonna be a good one," Scootaloo exclaimed, placing one hoof on Ace's chest for balance as she decreased the size of her bounces into more of a rocking, grinding motion. "Yes, gimme that dick, that big, older dick..." Scootaloo's words became incoherent babbling as she bottomed out with the last few bounces. Her pussy twitched and squeezed around Ace's dick as she came, her eyes closed, head lolling back, wings finally flapping to a final flutter, as Ace bucked up his cock to poke at her stomach a few final times.

"Gosh!" she said, finally after the last twitch had vanished. She raised herself off Ace's cock with some difficulty, willpower-related, and due to the sheer size. Eventually, after some concentration, she'd manage to extract herself from the evening's prime attraction. But her legs felt wobbly as she sat back down.

Diamond Tiara hadn't missed a beat on Ace's mouth, and she seemed to be humming and moaning just to herself as she rocked back and forth, eyes closed, forelegs wrapped around herself, hug-like. Apparently somepony else could take a turn on the dick, if the tongue was this good.

Applebloom and Sweetie shared a look. Sweetie knew she'd played point, and already gotten a taste of victory. It was the team-player thing to do.

Sweetie nodded.

Applebloom nodded back, licked her lips, and stared at Ace's obelisk, now double-coated in filly juices.

"Can you do me bent over?" Applebloom asked, turning herself around and putting her head to the floor. "That's how my bro—I mean, that's how I like it. Real rough. Kay?"

"I don't wanna hurt you," Ace said, putting a hoof on either of Applebloom's filly-sized but still more than squishable butt-cheeks.

Applebloom turned her head at him with a pouting lip.

"But, I do know how to give a bad pony a spanking," he said with a smirk.

"Hey!" Diamond Tiara said. "I thought I was getting the princess treatment over here?"

"Oh hush," Applebloom said, staring back between her legs hungrily at the length of Ace's cock, mouth-watering as he lifted it up and poked the head against her hole. "Ooh! That's a big one. I can tell."

"Why don't you come here, Diamond Tiara," Ace said. He gestured with his hoof to one side of Applebloom. "If you lie down, I can still touch you with these." He raised both hooves playfully in the air and waved them about. "Sound good?"

"Sounds good to me!" Diamond said. She grinned even to take a place next to Applebloom, if it meant getting more attention from the colt-of-the-hour. Anypony that good at giving attention to her clit was worth ignoring old school grievances for... at least for a little bit, anyway.

"Can I have another turn too?" Silver Spoon asked quietly, playing with her mane between her hooves and crossing her hind-legs like a nervous filly on the playground.

"Sure! Although, Sweetie Belle hasn't gotten her turn..."

"That's okay!" Sweetie squeaked. She was still sitting on the game room floor, legs spread, idly playing with her pink little slit. "I'm gonna wait for the main event."

Ace nodded, and returned his attention to Applebloom's waggling butt and pussy, which were pointed directly in his direction, and didn't seem eager to do much more waiting.

"Now, you just say 'stop' if anything hurts too much, okay, Applebloom?"

"Okay—ahh!" Without warning, Ace had bottomed his cock out all the way, and Applebloom had gone from empty filly wanting to be filled to all-the-way stuffed with the biggest cock she might ever have taken. Her pussy was full. And she wanted more. "Ohmygosh, that was good." She turned her head around to face Ace. "Do it again!"

Ace smirked at her. "That was just the intro," he said, readying himself for a major pounding.

Applebloom looked ready, but the way her mouth fell open when he started slamming into her at full speed said she couldn't have been ready for anything like that. Her whole body jostled each time Ace slammed into her, and she had to scrabble against the game room floor to keep a hold. No... even then, Ace's thrusts pushed her across the floor, crawling inch by inch, until she was against the couch, and could finally brace herself against something... oh buck. What had she gotten herself into?

"Is that too rough?" Ace whispered, smacking one of Applebloom's cheeks with his hoof and leaving a bright red mark.

"Nuh-uh!" Applebloom grunted, following each thrust with another indistinct groan. "Ah—unh!—I love it!"

Ace smiled to himself as he took Applebloom's hips between his hooves and started railing her like no tomorrow. Sometimes there weren't words good enough for just grabbing a handful of filly ass and plowing away until the rafters shook.

And, true to his word, Ace was a talent at multi-tasking. Both prim and proper fillies on either side of Applebloom were getting their attention, both basking and moaning and tilting their heads back and closing their eyes as Ace played with their tiny wet slits to the sound of soft, squishy noises, and the squelch each time his cock slammed home into Applebloom's filly pussy.

Smack. Ace laid another hoof on the opposite cheek, then pulled Applebloom's head back by her mane as he fucked her against the couch.

"Rough enough... for you?" he asked between thrusts.

"Oh buck," Applebloom said, her voice half-muffled by the couch-cushion her face had been shoved into. "Oh buck. I'm gonna cum so hard, y'all better get—ahhhh!" No time to warn them, or even to get another towel. Applebloom came buckets, and her pussy squeezed like a vice as she squirted out a straight stream of gushing filly-cum straight onto the game room floor. It splashed as it settled, taking a few seconds until Applebloom was spent—and even then, her body shook as Ace gave her one or two last powerful thrusts, slamming her against the couch and then yanking his cock out to leave her to collapse onto the floor in a pool of her own juices.

"Phew," Ace said, wiping his forehead with a hoof. "That was a lot of work."

"Then why don't you let me do the work this time?" Sweetie Belle said sweetly, finally standing up from her place on the floor. As she walked towards Ace, she waggled her tail behind her back, and took concentrated, hip-swerving steps, showing off the curves of her booty as much as possible on the way over.

"Thank you for being patient, Sweetie Belle," Ace said, smiling back at her. "You get to pick. How would you like to finish the fun?"

"I wanna be on top," she said, gesturing back to the towel Ace had used earlier. "But I wanna face this way—so you can see my butt." She turned around and wiggled the butt in question in Ace's direction, just as squishy and well-shaped without the swimsuit to accent her curves.

Ace gulped. Butts like that were not to be trifled with.

"Sounds good," he said. "And that means somepony else can go back up here too if they want." He gestured to his mouth and licked his lip suggestively.

"Ooh, me me me!" Diamond Tiara said, jumping up and running to Ace's side. "I was so close the last time you licked me, Mr. Ace, it felt like heaven..."

"Yeah yeah, can it already," Scoots said, giving Diamond Tiara a soft shove.

"Alright. Let's get to it then," Ace said, grinning broadly at the room full of horny filly foals.

The towel was a bit damp from before, but nothing compared to the way it would have been after catching Applebloom's stream. Ace found it not that uncomfortable, and the addition of the soft, squishy filly butt climbing up about to go to town on his cock made the situation more agreeable anyhow.

Sweetie took her sweet time lining things up. She made sure to squish her butt all over Ace's still miraculously hard dick, giving it a proper feeling of each cheek, the space in-between, and even a little tease of her tiny butthole, pressing the tip of Ace's cock just inside, like she might let it slip in all at once—

"Oh, jeez," Ace said.

Sweetie smirked at him. "Naw... let's save that for another time," she said, her voice lilting sweetly. Without anymore fuss, she finally lined Ace's cockhead up with its eager destination, her by-now intensely dripping underage pussy. She'd been playing with herself the whole time, watching, waiting her turn, and now that it was here, she was going to enjoy it.

"Your cock looks really nice," she said, beginning to lower herself, facing towards the wall and grinning. "It felt really good in my mouth too,"

"Thanks," Ace managed, before Diamond Tiara had squatted over his face and was spreading her lips, gesturing towards her clit expectantly. Ace sighed, but returned eagerly to his duties, lapping at Diamond's clit and eliciting another long series of contented moans to go along with Sweetie Belle's.

"Oohhh... so big, too," Sweetie said, bouncing her rump and pussy up and down on Ace's cock. Each time she bounced, her cheeks would jiggle, like jello, padding the impact of the force she was using to get every inch of Ace's cock inside her. "Unh... unh..." Sweetie was certainly the most vocal of anypony who had taken a ride tonight too, unable to keep her mouth closed every time she plunged down and absorbed the full length of Ace's hard-on.

Silver Spoon, Applebloom, and Scootaloo, by now mildly acquainted with each other in an intimate context, had decided to abolish any grudges in favour of fooling around with each other until it was there turn again, just as they had in the pool. Three ponies was a good number for licking pussy, so that's what they did, all arranged in a circle, head to hoof, Scoots to Silver to Applebloom and back again. Ace watched them half-interestedly, his attention cut between the bundle of moaning fillies to his side, the single one rocking back and forth on his tongue, and the pristine booty bouncing up and down his cock at a mile-a-minute.

With things accelerating the way they were, it was anypony's guess who was going to burst first. No matter how many orgasms the fillies got their hooves on, each one seemed eager to keep going, and Ace's cock had been hard since the pool encounter. Now he was on his fifth filly snatch, and this one accompanied by the softest and lushest set of butt-cheeks he'd ever gotten his hooves on. His cock was aching, throbbing almost painfully, his balls full of his second hot, sticky payload for a waiting group of hungry filly faces.

As though she could read the tempo of the room, or didn't want to be selfish, or perhaps just because she was horny and just ready to cum, Sweetie began rubbing at her clit as she bounced, each jolt of her hips tightening the sensation in her pussy and tripling the tingles that were spreading from between her legs out to every inch of her body. Her head was starting to spin too, she could barely keep her eyes open, and everypony else had said something—

But Sweetie couldn't speak. She just squealed. Her pussy clenched furiously around Ace's cock, and her hips couldn't stop bouncing. Each thrust, each smack, smack, smack added fuel to the fire, made her orgasm that much more intense, the context spinning around her with the room, the game room and her friends a blur, just this big, older pony's cock, a big older colt's cock to bounce and cum on and bounce and cum and bounce and cum and—

Sweetie fell forward, pulling herself off Ace's cock rather accidentally with a thick-sounding 'schlurp'. Sweetie panted, sucking breaths into her chest as the last tingles of her orgasm fled from her body. Still, she was shaking. Still, her pussy twitched.

Ace's tongue had finished its job too. Diamond Tiara was grunting and shaking uncontrollably above him, showering his face in a torrent of filly-juice that tasted as sweet as a honeydew melon.

That was everypony. Except...

"I get to make him cum!" Applebloom said, attaching herself to Ace's cock by the mouth and sucking gently at his shaft.

"No way!" Scootaloo said, shoving Applebloom out of the way and beginning to tug and tongue at Ace's balls. "I get to. You already got him to slap you up and stuff."

"Um, excuse me," Diamond Tiara huffed, her face flushed, still catching her breath from cumming. "I haven't gotten his cock once."

"That's your own fault! You got 'im to lick you the whole time!" Applebloom protested.

"Besides, I want him to cum in my pussy," Scootaloo said, patting her snatch. "It feels the best when guys shoot up inside."

"How about this," Sweetie Belle proposed, light-headed from her orgasm, but also floating on enough clouds to make sensible decisions about sexual turn-taking. "Diamond still gets a turn on his dick, but when he's gonna cum, he gets to do it on all of us." The group, aside from Diamond, nodded, though even Diamond joined in when she realized she'd be getting what she wanted after all. Although— "And no cumming again for Diamond. That's double-dipping."

Diamond pouted, but seemed to reconcile herself to her fate as temporary cocksleeve. At least she finally got a taste of that dick—oh, wait. She'd already literally gotten a taste of it earlier. Well, whatever. New set of lips, new criteria.

"Is like this okay?" Ace asked, laying Diamond Tiara down on the couch and placing his cock between her legs. "I'm kinda close already..."

"Go for it," Diamond said, raising her legs up behind her head in an imitation of Silver Spoon, though not quite as flexible. Luckily, the actual Silver Spoon was there to help hold one leg, and Sweetie Belle the other, giving a full and perfect view and access of Diamond Tiara's dripping pussy. Still slick and wet from her orgasm, now even wetter from the sight of Ace's cock as he placed the head against her hole.

"Here it comes," he said, and, like that, slid in.

"Oooh, that's so big," Diamond moaned, failing to hold her hoofs along her legs but not really needed to now anyway. Instead, she started rubbing her clit, frantically trying to edge one in on the judges before Ace managed to blow his load.

"Hey!" Scootaloo said. "That's—"

"Oh, hush," Applebloom said, stuffing a hoof in her friend's mouth.

Besides. The group's focus was on Ace now. And he was getting close.

For as good a time as he'd been having the whole afternoon and then some, Ace was amazed he'd been able to hold out at all. The first time he saw Sweetie Belle in her swimsuit, it was a miracle not to run off to the bathroom and beat one out to the mental picture. Instead, perseverance had paid off, and even though he'd already gotten to blow one load on the two cutest filly faces he'd ever imagined, now there were about to be even more of them: five, in fact.

And Diamond Tiara's pussy was pink, and wet, and soft, and so wet from where he had been licking her before...

Ace started grunting. His thrusts became more erratic, and even though the couch was a firm and steady bracing, it began to shake and move slightly as the signal went from Ace's balls to his cock. "Move," he managed to say, pulling himself back to remove his cock from Diamond's pussy.

"Aw." Diamond pouted, her hoof still on her clit, evidently unable to race herself to the extra finish she wanted. But she did as she was told, and moved away slightly, lining up with the rest of the foals in front of Ace's cock with her mouth wide.

Every filly took their spot, from end to end. Scootaloo on the left, Silver Spoon on the right. A veritable shooting gallery.

Ace took one look at the waiting filly faces, Sweetie Belle in particular with her playful grin and tongue hanging out, and unloaded his jizz, blasting like a pool-side fire-hose into the eager mouths and all over their tongues and faces.

Everypony reacted differently to finally being rewarded with a faceful of hot cum. Scootaloo almost laughed, seemed to enjoy the feeling of hers, turned her head in it like a shower spray. Applebloom let it dribble as much over the rest of her body as she could, rubbing it into her nipples and moaning softly. Sweetie Belle was still on clean-up duty, licking droplets of white sticky stuff off her cheeks and lips and swallowing them with the same, eager grin. Diamond Tiara wore hers proudly, like a model at the end of a photo-shoot. And Silver Spoon seemed mostly amazed, touching at her face and pulling her hoof away sticky with cum, staring at it as though she couldn't believe the size of the load she'd just seen for herself.

"Does babysitting you five always turn out this way?" Ace asked, wiping a considerable amount of sweat off his forehead.

The five fillies laughed, tilting their heads back, still covered in cum.

Maybe there's an answer to that question. But for now, this is

THE END.