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

by darf

Rating: mature
Tags: Original Character, Porn, My Little Pony: Friendship is Magic, Fetish, Comedy, Cutie Mark Crusaders, Silver Spoon, Sex, Profanity, Diamond Tiara
Length: 12678

Aerial Ace has been selected to foal-sit the CMC/DT&SS combo. Will the sitting go as planned, or will things get out-of-hoof fast... WITH SEXY RESULTS?!

Aerial Ace, one of Ponyville's run-of-the-mill working ponies, has managed to end up foalsitting the five most rambunctious young ponies in Ponyville. What's more, when Ace excuses himself for a shower, the five young ponies, splintered into their two usual groups, decide on a contest to see which pony can get Ace excited in their mouth first. Which adorable filly will give the most talented blow-job, and will things get any crazier as the night goes on?

Yes. Yes they will.

A commission for Aerial Ace.

Content Warning: Foalcon, OC

Edit: Please make sure before adding this story to any groups that those groups allow NSFW stories.

Published 2020-03-21 20:30:02 UTC
Last updated 2020-03-21 20:30:02 UTC

Scene 1: Intro: Wherein Our Protagonists Are Introduced to the Overarching Premise

"Alright, this is the place," Ace said, opening the wooden front door to the house. "Now, be careful when you're—"

A trio of coloured blurs whizzed by him through the door, kicking up dust and in one case leaving wheel-tracks on the carpet.

"I call the top bunk!" said Scootaloo, zooming past on her skateboard.

"I call the bottom bunk!" Sweetie Belle yelled, her voice squeaking adorably as she ran after her friend.

"I call... wait, who said there was a bunk any-who?" Applebloom had followed Sweetie and Scoots at a considerably lower speed, but still fast enough to zoom past Ace and into the game room before even taking a chance to get the look of the house's interior.

"Slow down you three! No running inside the house outside of the designated play areas!" Ace's voice was slightly harried already, and at only five minutes into the start of the night, he was starting to feel like he'd gotten himself stuck in a very sweet but also very large and sticky barrel of melted sugar. And was sinking fast.

The house—Ace's house, which he'd built himself at the outskirts of Ponyville, something of a cross between an eventual retirement-insurance and secret dream project. Looking back, getting a permit to build had been harder than any of the actual construction, but that was probably only because Ace had a decade plus cutie mark of experience building and repairing around Ponyville. Plotting the design, laying the foundation, watching something that two weeks ago had just been a flicker in your imagination, and was now a real living, physical thing, that you could stand next to, or walk inside, or turn on the freaking lights and shut the door and watch Die Hoof1. After the kids were in bed, mind you.

Two equally small but much lower velocity fillies, one pink, one grey, also followed through the door behind Ace, this time both members making sure to wipe their hooves on the now partially-dislodged entrance-mat.

Behind Ace's back as he shut the door, Diamond Tiara gave her friend the classic head-tilt-rolled-eyes combo, that otherwise translated in this occasion meant "ohmigosh what are those cutie mark lose-saders DOING", and Silver Spoon's over-exaggerated sigh and mane-flip spelled the "I know, right?" that completed the unspoken exchange. One that had been repeated many, many times.

From the sounds of the other room, a combination of drawers opening and high-speed chattering, it seemed like the Cutie Mark Crusaders had set up shop in the game room, and were largely ignoring any attempts to curb their initial and almost-limitless enthusiasm.

"Look!" Scootaloo's voice came, loud enough to carry around the corner. "There's like fifty games in here! ...and this one has a freaking Ninja on the cover!" The sound of more scrabbling followed, most-likely Scootaloo shuffling through the extensive stack of entertainment titles she'd just stumbled upon.

"There's a whole shelf full of board games too," Sweetie piped in, evidently at the board-game shelf in question. "Monopony, Croup... Ooh! Who wants to play 13 Cattle Drive2 with me?"

"Ooh, I do, I do" Applebloom said.

"Wait for the rest of us," Ace said. He made sure the door was locked and then straightened the mat for future use. Diamond and Silver, he noticed, were still behind him, waiting patiently and smiling sweetly up at him. "Aw. You two are so well-behaved. Your parents taught you very good manners."

Diamond Tiara and Silver Spoon shared a look, smiling, before answering in unison.

"Thanks, Mr. Ace!"

They giggled with each other, hooves at their mouths, and even got a little chuckle out of Ace, even though he wasn't necessarily sure what he was laughing at.

"Anyway... so this is my place. It's not much," he chuckled softly, "but I built it myself. You've already seen the garden, but there's a pool in the backyard—"

"A POOL?!?!" Diamond and Silver gasped, their unison this time totally unintentional.

Ace smiled and nodded. "—yes, a pool, we can go see that in a little bit... this is the entrance room, as you probably guessed, heh..." Ace gestured through the open area to the next room, which, containing a fine oak kitchen table, fridge, stove, and a sizable set of pans and cooking utensils hanging there, was most definitely not a bathroom, but more likely some kind of strange performance art studio—no, okay. Come on. It was the kitchen-slash-dining room3.

"That's the dining room and kitchen, obviously," Ace said, wondering whether or not he remembered to pay his incidental narrator bill, and, if not, what the quality of his surrounding exposition might endure otherwise. "If you go up the stairs you'll get to the guest rooms, which, uh, I guess you'll be in, although I hadn't figured out sleeping arrangements yet... uh, and there's my room, right at the end." Ace pointed to a modest but still-impressive white double-door set at the end of the upstairs. "That's where I... sleep. Uh." Ace put a hoof behind his head, suddenly and incurably afflicted with "why-exactly-am-I-talking-about-this-itis"4.

Diamond Tiara and Silver Spoon both got the giggles, but Silver Spoon was almost overcome by hers, and had to lean on Diamond Tiara for balance as she wiped a the water out of her eyes.

"You're funny, Mr. Ace," Diamond Tiara said, batting her eyelashes and smiling sweetly up at her foalsitter.

Even coming from a pony as young as Diamond Tiara, the seemingly-genuine compliment went right to Ace's heart. He was a sucker for somepony who made him feel special. His cheeks began to warm as he felt the blush creep in.

"Oh... well, thank you." He chortled a little, then tapped at his chin with his hoof, eyes wandering slightly as he found his place in the tour. "Now, is there anything else I—oh, right! The game room! Hey, Sweetie Belle, Applebloom, Scootaloo—are you three doing okay in there?" Ace yelled loud enough for his voice to reach through the open game room door, but whatever the Cutie Mark Crusaders were doing now, it had reduced their volume level to almost zero—which, in the opinion of any experienced foalsitter, especially when dealing with three foals as well-meaningly mischievous as the CMC, was most certainly bad news. A foals natural state was running around screaming like a ring-tailed lemur before its coffee. Silence meant they were up-to-something.

"Girls?" Ace called to the other room again, still with no answer. "Oh, alright. Let's go check on them and see what they're up to. Shall we, girls?"

Diamond Tiara and Silver Spoon shared one last knowing smile before splitting up onto either side of Aerial Ace. Silver Spoon reached out and took one of his hooves in-between both of hers on his right side. Diamond Tiara did the same on his left.

Though it took a few seconds for him to adjust to needing both his hind-legs to walk, and also to the raw cuteness power of each filly on either side of him, Ace managed to find a comfortable balance, and smiled cheerfully at Diamond and Silver as he lead them towards the game room.

"I can tell we'll have night," Ace said. "It was just convenient that I was available when every other adult in Ponyville was suddenly called away on mysterious, classified business." Ace paused, lowering an eyebrow, focus lost to an invisible equation. "Actually, now that I think about it, that's a kind of strange. Or, weird, I mean, maybe."

DT and SS shared a look behind Ace's back. Diamond Tiara added an 'I-got-this' wink at the end of hers.

"That is weird," Diamond said, making her eyes as wide as they could go. "What do you think happened to everypony?" Batted her eyelashes, innocently. Like a sweet, pink, marshmallow puppy dog. Maybe cut that one out.

Ace shrugged. "Who knows. I just know they'll be back tomorrow, so you five are stuck with me for the night."

Ugh. Stuck with the Cutie Mark Lame-saders all night? How could things get any worse?

But of course, any filly as prestigious and privileged as Diamond Tiara goes not forward without a careful plan for every scenario in her purse or pocket. Or just kind of, you know, floating ambiently around in her brain. Diamond Tiara had so many plans, she had organized a small filing system for the most nefarious, tucked away in the volumes of her memory to be deployed at the most impactful date and time.

Today was the day for Operation: HOTSAUCE.

But that meant... ugh.

She needed the Cutie Mark Cru—she needed Applebloom, Sweetie Belle, and Scootaloo—she needed the the stupid ponies in the other room to do something under her direction for once in their life. Or everything might go wrong.

All she could do now was pray.

When Ace and the two fillies finally got to the game room, the Cutie Mark Crusaders, subject of so much pontification, were nowhere to be seen. The big-screen T.V. was untouched, and nopony was sitting on the couch or the beanbag chair. The closet door was, however, conveniently and damningly askew just a bit...

"REEEEEE!" Scootaloo screeched, launching herself out of the closet at full velocity, tiny wings flapping for extra momentum as she rocketed towards Ace and the Diamond/Silver duo5. Ace was quick enough to react, bracing himself and catching the miniature orange filly like a jet-propelled chicken, which became a ball of orange feathers and kicking feet in his hooves. Diamond Tiara and Silver Spoon were less prepared for sudden velocity increases in nearby fillies, both jumped alarmedly into each other's hooves, realized that nopony was holding either of them up, and then fell to the ground in a cartoon-style delayed-physics ~pomf~. Neither of them asked what they were going to do on the bed, because Diamond Tiara had a plan for that already, idiot. Weren't you paying attention a few paragraphs ago?

"Haha, got you! Got you! Did I get you or what?!" Scootaloo laughed hysterically, kicking her hooves even harder and squirming around in Ace's grip.

Applebloom simply walked out of the closet with an awkward expression on her face. She shrugged, and went to join the general congregation now taking place near the door around Ace.

"Boo!" Sweetie Belle yelled, popping out of the corner of the closet facing backwards with a sheet draped over her head. The mirror on the closet door evidenced no eye-holes on either side of the sheet, and so Sweetie Belle's dash out of the closet ended when she got spun around the other way and ran back into the closet door, bonking her horn with that same sound it makes in Super Mario 64 when Mario runs into a piece of level geometry at equal-to-or-greater-than his jump-dive speed. "Ow! Maybe I should just be a ghost on Nightmare Night..."

"I knew you three were up to no good," Ace said, chuckling and setting down the Scootaball that had been writhing against his chest. Kind of like having a cute little kitten or puppy going wild nearby, you didn't really mind it, the general hyperactivity and aggression were just kind of part of the enthusiasm, and the small thing was warm and soft and just so happy you could let it roll around on your chest all day. Uh. Ahem. Anyway.

The game room was a rainbow of different filly foal colours, sizes and shapes to look after for the night. Applebloom's simple, rustic cuteness, beaming off the red bow she always wore in the bow in her hair. Sweetie Belle's adorable over-sweetness, the way her smooshy little marshmallow body seemed always to be squishing against something or curving in just the right way. Scootaloo's wild, brazen energy, bubbling up out of her like brand-name carbonated soda and breath-mints, threatening to overwhelm in a giant blur of semi-airborne orange and purple, and when she launched herself and pressed into your chest and rustled her feathers against your hands. Diamond Tiara, so beautiful and demure and always there with a smile or compliment or batting her eyelashes and pouting her lip and filling all surrounding heads with impure thoughts for the next week. Silver Spoon, mostly quiet, restrained, but secretly wanting to amplify everything, to take the world of her best friend and turn everything up a thousand degrees, following Diamond Tiara's fine figure with an even slimmer one, and the glasses that made her look extradistinguished. Each of them perfect in their own way. Each a treat to spend the night with, let alone all five.

"Now, listen," Ace said, and to his surprise, every foal there listened attentively, though Scootaloo seemed perpetually distracted—at the moment, with a plastic army pegasus she had somehow scrounged up from underneath the couch, and was currently examining as though it was an ancient artifact unearthed a hidden temple, like that one pony in that famous movie about wearing a hat while you run away from boulders. "I'm responsible for all of you while your parents are away, so please follow the house rules and be safe while you're here."

Every filly present nodded, though at different speeds—Diamond Tiara and Silver Spoon sharp and uniform, Applebloom cheerfully with general focus, Sweetie Belle overenthusiastic and head-bobbling. Scootaloo half-interested, thoughts floating off somewhere in the clouds already.

"Good. Aside from that, we can pretty much just have a fun night. I can hang out with you guys for a while before bed, or we can use the pool, or I can just let you play by yourself if you want..."

Sweetie Belle began to pout, and pawed at Ace's flank with her hoof. "Aw, no! Don't leave. Stay and hang out with us!"

Ace nodded. "Okay. I can do that. Although, I should—" Ace looked at himself in the closet mirror, noticing how his mane seemed disheveled more than normal today, and his coat was a little dirty... "—well, how about this. I've gotta go take a shower. You five can play in here—" Silver and DT shared a knowing behind-the-back nod and wink. "—and when I get out, we'll watch a movie or do something fun, okay?"

"Okay!" Sweetie squeaked, giving Ace a big hug and causing his cheeks again to flush a light, bright red.

"Sounds good to me," Applebloom said, already eyeing the row of movies line up along the walls and searching for a title she could request ahead of everypony else.

Ace let everypony know where to get water or food if they were hungry (guess which room and you win a prize), then got himself a towel out of the hall closet. A warm shower would be a good idea before foalsitting, clear the head, get the body feeling clean and pure. Though, maybe a cold shower, depending on how many more hugs the fillies intended to give him over the night...

Diamond Tiara and Silver Spoon waited until they heard the shower start, and then to hear the interruption of the splashing water as Ace stepped inside, before they shared the signal nod.

Time to put the plan in action.

"Hey, you three, get over here," Silver Spoon whispered, waving over in Diamond Tiara's direction with her hoof. "We wanna talk to you. About a plan for tonight."

"Why are y'all whispering?" Applebloom asked, raising an eyebrow, though she'd subconsciously slipped her volume down as well.

"Because that's what you do when you're talking about super secret plans. Duh!" Diamond Tiara rolled her eyes, and Silver Spoon followed suit. The CMC groaned and practiced their own eye rolling skills.

"Why would we ever wanna work with you two on something?" Scootaloo asked, hovering around the newly formed group and poking at her army pegasus.

"Because... you think Ace is really cute, right?" Diamond Tiara asked, lowering her voice even further.

"What? What does that have to do with anything?" Scootaloo asked. Behind her, Sweetie Belle held a hoof to her mouth and blushed quietly. Could you blush loudly? Anyway.

"Shush. Just answer. Do you think Ace is cute or not?"

Scootaloo thought about it for a minute. Found herself thinking of the way she felt squirming around in Ace's hooves, how he'd held her tight and close, and even though she'd been genuinely trying, it was impossible to break out of his grip. He was a strong pony, that was for sure. And Scootaloo definitely liked strong ponies. She wondered what his... what his...

Gulp. Nervous sweat. Scootaloo felt her cheeks getting warm.

"Uh... yeah. I mean... I guess. Sure. Why not?"

Diamond Tiara nodded, then looked to the other two unspoken fillies. "What about you two?"

Applebloom nodded, smiling. "Shore. I think he's real nice too."

Sweetie Belle was overcome by a case of tongue-ties. Diamond Tiara rolled her eyes and waved a hoof, counting Sweetie's silent vote through the art of translation.

"Then just listen to our plan. After Ace comes out of the shower..." Diamond Tiara leaned in conspiratorially, and the other ponies followed suit, forming a five-part huddle with whispered voices. "... we see which pony can be the first one to give him a blowjob."

"What?!" Sweetie Belle squeaked so loud and high it sounded like she was a balloon that might burst, and everypony in the huddle gave her a mild glare. Her face was blooming bright red.

"Shh," Diamond Tiara said. "A blowjob. That's when you—"

"We know what a blowjob is, dummy," Applebloom said, interrupting with a sigh. "Did you think this was our first rodeo?"

"Ugh, whatever." Diamond Tiara flipped her mane flippantly6, shook her head and huffed haughtily in Applebloom's general direction. "The point is, it'll be a fun contest, and there's no way you three losers will get in Ace's pants before we do."

"Do ponies even wear pants?" Scootaloo asked, crossing her eyes as the question sunk in.

"Who cares! Are you in or not?" Silver Spoon asked, nodding knowingly to Diamond Tiara, who nodded back. The two ponies extended their hooves into the center of the huddle, pact-formation ready.

After some uneasy looks and hesitance, Scoots, Sweetie, and Applebloom joined in.

"Good luck you three..." Diamond Tiara said, removing her hoof, placing it just below her mouth and smiling deviously.

"...because you're gonna need it," said, and giggled.

The three crusaders shared their own, patent-pending Super-Mega-Hyper-Dimensional-Next-Level-Awesome-Everytime-Sometimes-All-of-the-time-Once-in-a-while-Scuttlebug-Bandy Look™. A contest, just to see who could get their mouth on the goodies first?

Those two preps didn't know who they were messing with.

But with all the bravado—and the prize at the end of the night—waiting on the line, which pony had what it was going to take to escalate an innocent night of babysitting into a full-blown extravaganza of sexual escapades?

Tune in next ~~episode of Dragon Ball Z~~ chapter to find out!

Author's Note

1: Or Die Hoof 2: Die Hoofer, the official sequel to Die Hoof. Why? Because Die Hoof is awesome.

2: Credit for 3rd pune to Estee.

3: Yep. It's twenty-twenty. Time to start saying 'thing-slash-thing' again. Also, can we bring bad 'rad'? Just saying.

3.5: Heh. 'Scrote'.

4: Yep. It's twenty-twenty. Time to start saying 'itis' again.

5: Sounds like a Pokemon game release - Ed.

6: Can we really get away with that one? - Ed.

Scene 2: Action (1): Wherein Competition Over the Art of the Blowjob Comes to a Head

The first thing the fillies did was split up into their initial groups: Diamond Tiara and Silver Spoon on one side of the game room, the Cutie Mark Crusaders on the other. Scootaloo had insisted they pick the side with the action movie poster where the pony was standing in front of an explosion picking up a tank by the turret-barrel with his teeth. Applebloom rolled her eyes but decided not to argue.

"So have y'all got a plan?" Applebloom whispered, crouching into the new huddle among better company.

Sweetie Belle shook her head, and Scootaloo shrugged.

"I had thought you guys were gonna come up with a plan," Sweetie Belle said.

"Why don't we just pull his pants down and get him to flop it out as soon as he comes back in the room? Those two snobs won't know what hit em'—the pegasus rush maneuver!"

"He's not even wearing pants!" Applebloom shouted.

"Oh. Right."

Sweetie Belle seemed more nervous than her friends, staring at her hooves and the floor and generally looking anywhere other than the center of the circle which involved planning the hours of escapades to come.

"Why don't we use Sweetie Belle as ammunition?" Scootaloo asked, raising her head.

Sweetie looked up from the floor and blushed even harder.

"What?"

"Hey, that's not a bad idea," Applebloom said. She started to draw an imaginary diagram on the game room carpet. "Sweetie's got a big ol' butt, that almost always works."

"And she likes Ace too, so it's double-win."

"I don't... I mean, maybe, but I..." Sweetie mumbled most of her sentence too quiet for her friends to hear. Nevertheless, her protests went completely ignored.

"Then you can run defense," Applebloom said, pointing to Scootaloo, then to Diamond and Silver, huddled in their own planning session, facing away from the CMC. Applebloom glared at them, hoping the sheer force of her hatred might awaken a latent earth-pony magic and cause them to step on a banana peel or something.

Scootaloo nodded. "Right. I'll get in there and disrupt the enemy team. Copy that!" Scootaloo saluted fiercely, standing up in an exaggerated imitation of a military pony.

Applebloom giggled. "Awesome. Sweetie, all you have to do is go for the blowjob. Do you think you can do that?"

Sweetie shook her head for a moment, but then seemed to catch herself, eyes filling suddenly with fiery determination. She could do this. She'd done this before. This just happened to be somepony she really liked. You'd think that would make the whole thing easier... Hmm. But maybe, if she played into that...

"Hey. The shower just turned off. Get ready!" Applebloom said.

She and the rest of the CMC darted to their previous stations, doing their best to look as though they had been playing innocently the whole time, but occasionally glancing towards the door-frame to capture the opportunity to pounce the moment Aerial Ace walked in the room.

Diamond Tiara and Silver Spoon were facing away, sitting on the floor, idly chatting with each other at a volume just low enough to hide their conversation from Applebloom and Scootaloo's seeking ears. Sweetie was too nervous to seek. She just wanted to stop blushing. And... was her butt really that big? She poked it once, with her hoof, and found her right cheek squishy and pliable, sort of like a giant marshmallow.

Fair enough, she supposed.

Unaware he was about to be the subject of any kind of competitive shennanigans, Ace walked into the game room—finally, for the foals—toussling his mane with a towel, and looking generally clean and freshly-scrubbed. An altogether upright pony. And he was smiling, just to see the kids again.

They were smiling too, but right now for much different reasons.

"Hey kids. Sorry I took so long. I just kinda got lost in the warm water, heh," Ace said.

"That's okay, Mr. Ace," Diamond Tiara said, immediately sidling up to the older colt's side. She rubbed herself luxuriously against his leg like a fancy cat, pressing her soft coat into his, just for a few seconds, before suddenly pulling away, acting unaware that she'd done anything out of the ordinary at all.

Ace, though he hadn't noticed the overall motive, had definitely felt Diamond Tiara pressing herself against him. His warm, clean, fresh-out-of-the-shower body.

But that was just a little filly being playful... right?

Like a haphazardly wound cuckoo clock, Scootaloo sprang into action, planting herself between Diamond Tiara and the target to prevent any further tomfoolery. Sure enough, Diamond shot her a glare that could melt rock. But she was in position now. Time for the home team to make their move.

"Is it true you have a pool, Mr. Ace?" Scootaloo asked, sidling closer, but not nearly as daringly close as Diamond had gotten—Scoots was restrained and a little hesitant, knowing her own part was seldom to lead the plant home, unless it was a pony with very peculiar tastes and interests—always Applebloom or Sweetie Belle who got the first suck of a new lollipop. Still, that was what a team meant sometimes, giving up part of yourself for the greater good. Time to get Sweetie Belle into action.

"Psst," Diamond hissed to Silver Spoon behind her back. "How did they get to the pool before us?"

"Not sure boss," Silver Spoon said, raising a hoof to her glasses thoughtfully. "Recommend counter-attack. Swimsuits?"

Diamond Tiara nodded. "Swimsuits."

"Yes, as a matter-of-fact, it is true," Ace said, his grin growing even wider, pride swelling in his chest for any chance to show off his live-in handiwork. "I built it myself, too."

"That's so cool!" Silver Spoon was suddenly in Scootaloo's way, with lots of 'suddenly's taking place between the two factions, who would snap into whose reality first? Scootaloo took her turn to scowl. She was getting blocked. "Can we change into our swimsuits and go for a swim?"

"Well, I suppose that could be a good way to spend time until the evening—"

"Sweetie Belle looooves swimming," Applebloom interjected, raising a hoof above her head. "She swims all the time. Don't you, Sweetie Belle?" Applebloom kicked her friend maybe a little too hard in the backside and shoved her forward, mouthing the words 'use your butt' as she pushed.

Sweetie squeaked a little, smarting a bit from the kick. But then she saw Applebloom's silent message, and remembered the last time they'd been at a party with a pool, how one of the colts there had become suddenly fascinated with her once she'd gotten her tight little swimsuit on and started splashing around in the pool. He kept asking to put sunscreen on her, and when she'd finally let him, he spent a lot of time making sure neither of her buns got burned. She was Sweetie Belle. Squishy, smooshy Sweetie Belle. She had this.

"Um... yeah!" Sweetie squeaked and jumped into Ace, who, to his credit, reacted fast enough to catch her in his hooves, and hold her up like a little baby who had grown too big for its cradle. The weight was a bit awkward, but a foal was nothing Ace couldn't hold up for at least a little bit. And besides... Sweetie felt like an adorable ice-cream coloured teddy-bear. How could anypony avoid cradling something like that in their hooves?

"Oh no," Diamond said to herself, not even remotely concerned for her volume anymore. "They've got a nuke."

"I love swimming," Sweetie Belle crooned, rocking herself gently back-and-forth in Ace's grip. She smiled up at him sweetly, eyes bright and wide, her tongue hanging out just a little from her mouth, like she was being silly or playful on purpose. "Can we go to the pool right now? I wanna do a pony-back ride with you!" Sweetie squealed and jumped up even higher, wrapping her forelegs around Ace's back and squeezing him as tight as she could against herself. Her soft, squishy butt was planted perfectly on Ace's hooves, and he couldn't help but get a squeeze of them as Sweetie bounced playfully up and down.

"Uh..." Ace said, sweating a little, and wondering if maybe he should head back to the shower and reset the temperature... no, no, the pool would be good, it had the same function, even with all those cute little fillies swimming around... "Sure, let's go to the pool. Did everypony bring their swimsuits?"

Everypony present but Scootaloo nodded, who scoffed and crossed her forelegs in a huff.

"Swimsuits are for little foals. Plus, ponies don't need to wear clothes normally anyway. Why would I wear extra clothes just for when I'm swimming?"

"You don't hafta wear a swimsuit," Applebloom said, already pulling her simple blue suit out of her overnight-bag. "I'm sure Mr. Ace doesn't mind either way."

Naked Scootaloo in the pool. Why was it any different from naked Scootaloo in the game room? For a reason he couldn't place, there remained an insubstantial distinction. Still...

"Let's go!" Sweetie Belle said. She started pulling on Ace's hoof, and before he could muster a resistance, the rest of the CMC were pushing him out the door, smiling at each other behind his back.

Diamond Tiara and Silver Spoon waited until the others were gone before sharing a Look™. They both nodded, unzipped their matching Sparkle Sisters™ overnight-bags, and pulled out their swimsuits.

If those ponies wanted a war, they were going to get one.

***

Once everypony was in the pool, the competitive atmosphere calmed for at least a little bit. As cut-throat as the two teams might be, neither side could resist gasping the second they stepped into the backyard and saw exactly how cool it was to have a giant pool right behind your house. Nopony they knew had a pool in the first place, let alone one this big. It looked so deep you could practically fish in it.

So, for at least half an hour, the fillies splashed around, playing with the pool-noodles and taking shots in the basketball hoop, and Ace even had a slide on one side which was bigger than the one at the Ponyville public pool, and when you went down it you splashed into the water so hard you could soak Applebloom from twenty feet. Which Scootaloo did, as many times as she could get away with, before Applebloom started chasing her with a pair of noodles.

Things might have continued that way too, if Sweetie Belle hadn't remembered her mission. Half because she knew it was her job to make the first move anyway, and half because she really, really wanted to.

Something might have happened eventually of its own accord anyway. Ace wasn't sweating as much as he thought in the pool with the frolicking fillies, but every time one of them asked for a pony-back ride or bumped up against him as they were swimming past, he couldn't help but notice the softness of their fur under the water, or how cute and bubbly all of them were as they played with each other.

Then there were the swimsuits.

What really was at stake here? Diamond Tiara and Silver Spoon had obviously taken steps to be prepared ahead of the mark. Whether they'd forseen this situation, or just happened to bring two types of swimming attire with them on every sleepover, that was to remain a mystery.

From this mysterious preparation, however, emerged the boldest open from the away team yet.

Diamond Tiara's swimsuit was based on one she'd seen in a magazine in her father's room—she'd clipped out the page expertly, and even though there wasn't really anywhere else it could have gone, her daddy had never asked her about it. That swimsuit, probably not meant to be something worn in public at all, but perhaps for an extended night of fantasy with somepony's dedicated lover... the key was in the accents. While most everypony walked around without clothing at some point in the day, or at least in their life, anypony wearing clothes could draw a lot more attention to specific parts of their body using their garment as an accent.

With this in mind, Diamond Tiara's red-and-black ensemble best resembled a piece of lingerie. Frilly, with little lace bits and highlights, and holes cut expertly in the three places anypony would normally and most distinctly want covered. Three places, normally uncovered anyway, now suddenly surrounded by black and red, directing the eye.

Silver Spoon's was about as subtle, with more ribbons and lace and blue instead of red, but still overall an identical effect. Silver Spoon put her nipples and underage pussy on display for all the world of Ace's backyard to see. Of course, it was Ace she really wanted to notice.

He had. Tried not to. Couldn't help it, in the end. Did fillies really wear outfits like that nowadays? No, surely better to focus elsewhere, spend time with the other ponies who were more demurely dressed...

Well. There was Applebloom's plain blue school uniform, the same she wore to P.E. class. What it lacked in curvature outline, it made up for in fetish material. Scootaloo, somehow transformed from a normal grade schooler to a lithe, nubian model, swimming nude through his backyard pool. But... Sweetie Belle...

"I think this suit was too small for me last year," she said to Ace, giggling as she bumped her butt into him 'accidentally' again for the fifth time. "What do you think?"

The suit in question was blue, just like Applebloom's. A similar cut, appropriately apportioned for a pony about Sweetie Belle's size maybe just two or three years ago. Sweetie could still wear it—just about—but the effect was like squeezing a bavarian cream donut into an electrical outlet: in other words, messy.

Sweetie's butt stuck out so far it threatened to completely swallow the part of her swimsuit between her cheeks—and then did so, remorselessly, giving an even greater highlight to the view of her two lush cheeks and underage filly slit, now perfectly visible in the vanishing of her swimsuit.

Now Ace wasn't sure what was sweat and what was heart palpitations. He needed to get out of the pool fast, or else—

"Mmm, you're so much fun to play with," Sweetie Belle said, grabbing Ace with her forelegs again and pulling herself up onto him like a kid who had forgotten the size of her buttcheeks squishing against Ace's stomach right above his...

Well. He was now, anyway.

Sweetie felt it—Ace's hard-on. She felt it against her butt-cheeks as she bounced up and down, splashing in the pool, smiling to herself. Team player. She knew she was on point.

Silver Spoon and Diamond Tiara were reeling. The swimsuits, while definitely effective, only worked as distance artillery. The enemy was closing in fast, and emergency maneuvers were necessary. Silver Spoon turned to her friend to confirm the plan, but General Diamond Tiara was already leaping into action. Time to fight fire with fire, underwater.

"Wow, Mr. Ace! Your chest is so big and strong," Diamond Tiara drolled, suddenly (and hopefully for the last suddenly) against Ace's side and doing her best to worm her way inbetween him and Sweetie's weapon-grade booty.

Scootaloo, who had mostly been enjoying the feeling of the water over her naked feathers, still had enough sense to know when to 'butt in' herself. She began to swim in Ace's direction—but then Silver Spoon was there, blocking her path with a pool-noodle in her hooves. Blocking Applebloom too, as a matter-of-fact.

In the end, it would come down to one-on-one combat.

Sweetie and Diamond met each other's eyes just once. No sense spending time fraternizing with the enemy when there was a war to win.

Diamond Tiara was the one to throw herself in first, and apparently there was no more time for planning. While Ace might not have had pants, he had a waist-line, and Diamond Tiara attached herself to it by his hips, reaching below the pool's surface to check if the visual she was getting through the shimmering water was correct. And, yes indeed, he was...

"You're hard!" Diamond Tiara said, not loudly, but still probably at a volume startling to hear from any filly-foal about her age. She said it like she'd found a prize at the bottom of her cereal box. And grinned at him, with her hoof still on his cock.

"Um," Ace said. "That's not really... I mean, Diamond, you shouldn't—"

"Hey, he is!" Sweetie Belle said, giggling as she pushed Diamond's hoof away and took its place with her own. She added a few strokes up and down the considerable length underwater as well, eliciting a small groan from Ace, despite his protests.

"Hey, give that back!" Diamond said, doing her best to swat Sweetie's hoof away under the water, but meeting mostly just water resistance. Then Sweetie was pushing her back, or taking her place, or just getting inbetween, it was hard to tell in the pool physics—but Sweetie was in front of Ace, and Diamond wasn't, and she was rubbing her butt against him...

Sweetie didn't say anything this time. She just looked back at Ace, smiling, and winked at him as she began to grind her butt up and down on his erection.

"Girls," Ace said, finding his last ounce of willpower before the demons of lust overtook his common sense, "really, that's enough, there's no way I should be do anything like this with the two of you—ahh!"

Ace found himself flipped up out of the water entirely, yanked by both hooves and plopped into the pool on his back. His hard-on stuck up like one of his construction projects. Then he was up again, thrown onto the pool-hammock, the floaty-rest-thing, what do they even call those? He had a few, because lounging on top of the water was just as nice as in it, sometimes, with a cool tropical drink, maybe... but now he was here, on it, facing up at the sun, sticking straight up from all the attention, and then what was this, the weight crawling up between his legs—

Diamond Tiara. And then Sweetie Belle, both of then with determined grins.

"Girls," Ace started, but found Diamond's hoof on his mouth before he could go on.

"Shh," Diamond said, removing her hoof, then turning to Sweetie Belle. "We both knew it would come to this," she said, narrowing her eyes into a glare. "How about this. Five minute turns each, first one to make him cum wins. Deal?"

"Deal," Sweetie said, extending her hoof and giving Diamond Tiara's a shake. With her other hoof crossed behind her back1(do we have any confirmation that you can 'cross a hoof'? Look this one up or something - Ed.) for good measure of course.

Time for business.

Being the more business-like, Diamond Tiara was the first one into action, diving her head forward and pausing just before her prize, the great coiled python that had unwound into a hulking specimen of adult dick for her to prod and play with... Diamond could hardly contain her enthusiasm.

She started with a series of tiny kisses, at the base of Ace's cock just above his balls, and some there too, making his cock twitch each time her tiny mouth planted its soft lips against his skin. From there, she extended her tiny pink tongue, and slowly, almost arduously, began to trace it up the side of Ace's cock, languishing over the movement like an artist with a brush, until she reached the tip, and circled around the base of his head with her tongue. A single drip of precum oozed out of the tip, then was joined rapidly by others, making a tiny dribble out the slit of Ace's cock.

"I thought you said you knew how to do this," Sweetie Belle interjected, staring over Diamond's shoulder with a disapproving face.

"I do know how to do this, dummy," Diamond Tiara said, pausing to give her prized new cock a few licks. "You've gotta start slow and warm it up. You can't just shove his whole dick in your throat right at the start without any preparation," she said.

"Sure you can!" Sweetie Belle pushed Diamond Tiara's head out of the way mid-lick, leaving a strand of saliva between her tongue and the side of Ace's dick.

"Hey!" she said.

But Sweetie Belle was already in action. True to her word, and the ostensible dare she had taken up, Sweetie sized up the task in front of her. One big cock. She swallowed, nodded her head, and braced herself for the next nine inches.

Start at the top. Take the head into your mouth. That's good. Swirl your tongue around a bit too, swish it with your spit, make him moan a little—that's good, he even through his head back. Now, careful not to tip the floaty thing... all the way down, that's good, you're more than halfway there...

And before Ace knew it, his entire prodigious length was swallowed up by Sweetie's underage mouth and throat. She even moaned 'Mmmm!' when she got to the base, licked at his balls, and gave him a cute little smile with her mouth still around his cock. Hnngh.

"No fair, she's cheating!" Silver Spoon yelled from the far side of the pool, still doing her best to play keepaway-the-cock with Applebloom and Scootaloo, her were giving her a run for her money. Alarming, considering how much money she had.

"You're just mad because y'all know we're gonna win," Applebloom shot back, following it with a splash.

"Or you're just jealous cuz you're horny and can't get in on the action!" Scootaloo fired, echoing with her own splash. Though, now that she mentioned it, something about seeing Sweetie's butt squished together around that swimsuit, bobbing up and down as her head did the same on Ace's cock...

Scootaloo wondered how to tell if you were wet while inside a pool. She felt between her legs, and the jolt that went up her spine was enough to confirm without the telltale moisture.

As though suddenly becoming aware of a souffle she had left in the oven, Applebloom paused, and took a moment to assess her own situation.

"Uh," she said. "I dunno about anypony else. But I'm getting kinda, uh..."

"Turned on watching Ace's big cock go down your friend's throat?" Silver Spoon added with a gleeful smirk.

"Uh... yeah," Applebloom said. She crossed her legs under the water. "And it's kinda makin' me wanna do something besides keep fighting."

Scootaloo turned to look at her friend. "Like what?" she said.

Applebloom's kiss in the water was even more breath-taking than it would have been otherwise. Something about a pony kissing you in a pool, the water floating and surrounding both of you, a sense of almost weightlessness...

"Hey," Silver Spoon said, prodding gently at Applebloom's shoulder. "Don't leave me out..."

Back at Ace's cock, despite her talent and enthusiasm, Sweetie was reaching the end of her five minutes. Diamond Tiara's waterproof watch was as accurate as it was expensive.

"Time's up!" Diamond said, smirking as Sweetie reluctantly pulled herself off of Ace's cock, letting her mouth off the head with a satisfying 'pop', dribbling a bit of her saliva down onto the shaft and the floaty thing and rest of the pool.

Sweetie wiped her mouth and glared as Diamond dove in for another taste of Ace's cock.

Scoots, Applebloom, and Silver Spoon, meanwhile done with their bickering, had started sharing a more interesting activity. When Scootaloo and Applebloom finished kissing, Silver Spoon grabbed Scootaloo by her head and turned around her another one, this much more aggressive and unfamiliar than the one with Applebloom had been. Scoots was no stranger to kissing her friends on occasion, but kissing an enemy was a whole different barrel of cider. Despite herself, Scootaloo found her wings fluttering rapidly on her back, stiffening slightly as they did when she started to get really turned on. Damn it. Why did it have to be her?

Applebloom, while she was left out of the kissing, began to rub gently at Silver Spoon's exposed spots through her swimsuit. Soft presses and circles over her nipples. And an up-and-down rubbing at her underage slit, on full-access through the cut out hole in the perfect place. Silver Spoon began to moan into Scootaloo's mouth as Applebloom's hoof explored her body, causing her to buck gently back and forth into the pool.

After two minutes of what must have been 'necessary warm-up', Diamond Tiara had licked up and down every inch of Ace's cock, coating the whole thing in her spit. Being lady-like sometimes meant drooling on a hard cock, after all. Now she was ready for the main course. She took one last look at Ace's face, capturing his nervous lust, the way he must be holding himself back, wanting to keep things going as long as possible...

"Don't worry," Diamond said, positioning her mouth at the head of Ace's cock. "We'll have even more fun after you cum," she said, and dove in to see if Sweetie's swallow was possible to mimic.

As enthusiastic as she was, Diamond Tiara found an immediate problem with Ace's girth—his cock seemed too big to fit snuggly in her mouth, unlike the few she'd practiced with before, which always seemed too small to do much of anything besides give her a case of insomnia. Still, she couldn't give up now. She had to do her best. And besides which, after you took a little bit, it actually felt a lot better, fuller, in her mouth... Maybe she didn't need the whole thing. Maybe she could just start jerking him with her hooves, slurping and sucking on his head and the top half of his shaft, and he'd shoot a big creamy load in her mouth and all over her cute filly face—

"Your time's up too!" Sweetie said, pointing at Diamond's watch, which, despite her other nefarious meanderings, had not been altered to provide her a way to slow or freeze time. Diamond sighed, and took Ace's cock out of her mouth slowly, as though she were giving up her turn on a communal salt lick.

"This is taking too long," Diamond said. "Wanna do it double-team?"

Oh, what the heck, Sweetie thought. Life was too short to hold grudges over good dick. She nodded. "Sure."

There was one side each. Sweetie took the right, and Diamond the left. Both started licking up and down, staring up at Ace with bright, innocent looking filly eyes. Both started playing with his balls, one hoof each, squeezing and pressing gently against his testicles as they licked and slurped at his twitching cock.

"Oh geez," Ace said, all at once overcome by the sensation of a two-filly blowjob in his backyard pool. "If you two do that, I'm not gonna last much longer..."

"Good," Diamond said, her mouth half-full of Ace's cock. "We want you to cum. Shoot it all over both of us."

"Yeah, shoot it all over our faces!" Sweetie said, smiling and squeaking with enthusiasm.

"Oh fuck." Their tongues, still lapping, at his head, dripping precum, he was definitely going to—"Cumming!"

Sweetie Bell and Diamond Tiara both leapt into action, jerking Ace's cock with one of their hooves on either side, pressing down into his balls when they could, and aiming his big, throbbing dick at their faces, which they squished together in front of Ace.

Like a fountain at the water-park, Ace's cock erupted with white jizz, which sprayed over the pool and landed right on target on the two foal faces staring up at him from between his legs. Sweetie smiled and lapped at the spurts as they dribbled down her chin, while Diamond Tiara simply let the spray shower over her, splashing her mane and chest and all over, giving her a perfect facial for her dedicated blowjob work.

Ace came until there was just a dribble, a line of cum that dripped down from the head of his cock down his shaft and onto his balls. Sweetie and Diamond were both soaked. Sweetie was licking hers up like a puppy with a treat. Diamond just smiled, staring at Ace.

"How do I look covered in your cum?" she asked, smiling.

Ace groaned and seized his cock, shooting out one last spurt of cum, which landed on Diamond's stomach, splashing her belly button and even a little bit between her legs.

"Ooh," she said, eyeing the new prize. "Must be good."

Even Sweetie giggled, tilting her head back, the white cum mixed into her coat shiny under the late afternoon sun.

"Why don't we go inside," came Applebloom's voice from the other side of the pool, temporarily disengaged from her three-pony playtime. "That way everypony can have a turn."

"Sounds good to me," Scootaloo said, hopping out of the pool with a flutter of her wings. Silver Spoon followed suit, a little shaky, as though she wasn't quite done feeling Applebloom's hoof even though it was done touching her a minute or two ago. Her face looked flushed, and her legs wobbled as she walked, squeezing her hind-legs together every few steps.

Sweetie and Diamond waited for Ace, who collected all the pool toys and turned on the filter before heading inside. Just because you were horny, didn't mean you needed to be irresponsible.

Scene 3: Action (2): Wherein Everypony Gets Fucked (A Rousing Gangbang)

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.