Ace’s Foalsitting Fiasco

Chapters

1

Aerial Ace let out a sigh of relief, wiping the sweat off his forehead with his wing as he overlooked his work. As he reached a grey hoof for a nearby towel to pat his black, slightly damp mane, he noted that everything looked good to him. Yet as he wiped the sweat off of his cutie mark, a sledgehammer with a red glow behind it, everything looked good to him. It was the customer’s approval he needed. Hopefully Rarity would give her seal of approval for this hard job.

Hard work was something that Ace was used to being a construction pony working in Ponyville, after all, this was the town where disaster was a weekly occurrence. No matter if the job was a simple barn repair at the Apple farm or the master of Chaos getting bored and deciding to turn everything topsy-turvy, something always needed to be fixed. This job fell somewhere in the middle of that as it started out simple, fixing a hole in the wall of Rarity’s kitchen caused by Rainbow Dash. Ace, of course, should have known better than to expect it to stay simple after doing so many jobs for the fashionista mare. What started out as simply repairing the wall and the surrounding area quickly turned into a full scale remodeling of the entire kitchen. A job that, in the end, left the stallion feeling like he had just gone through both the Running of the Leaves as well as five stunts in the Best Young Flyers Competition.

On top of all that, Rarity had asked him to keep an eye on her little sister whenever she had to make a run. Which was often. Very, very often. Not that he nor Sweetie minded of course. He had been doing this for Rarity ever since he had moved to Ponyville as well as many of the other parents and families within the town. It was sort of a second job that he enjoyed doing just as much as his normal job. The excitement of the fillies and colts gave whenever they saw their favorite foalsitter always seemed to brighten his day, no matter how bad it got at times. He had even been known to straighten a few of the biggest troublemakers out. Like Snips for example who had had been called out for abusing his relationship with his friend Snails. Compared to that, watching Sweetie Belle was a treat.

As Ace reached down to start putting his tools away, Rarity entered the room in her normal dramatic fashion. “Aerial Ace, Darling, you have simply outdone yourself this time!” she exclaimed as she walked around to inspect everything. He watched her as she inspected the apron sink he had just installed, smiling in approval at her reflection brought by the stainless steel material. From there she looked at the new black marble counters that had replaced the old blue marble ones, running a hoof along its surface. She looked down at the pattern of the tile around her hooves as well as the woodwork of her new cabinets. Finally she took several steps back to get an overall look and feel for her new kitchen.

“Marvelous, simply marvelous Darling!” declared Rarity as she turned to look at Ace as he began to pack up his things. She approached him slowly, batting her eyes while swishing her tail back and forth. Already the faint scent of a mare began to filter through the powerful odor of fresh construction. As Ace looked up, Rarity had placed a hoof on his chest while a smoldering smile played on her lips. “Such fine work from such a big, strong stallion. I don’t know what I would ever do without your helpful hooves.”

Ace swallowed, suspecting he knew where this was going. “Ah, just doing my job ma’am,” he replied.

“Oh, so serious,” cooed Rarity as she brought her face a little closer to his, looking at him with half lidded eyes while her horn began to glow. A moment later, a large bag of bits floated into the room and landed right on her extended hoof. “I added a little extra for all your hard work. Of course, after all that hard work you might like to get a little…downtime? Spend a little more time here, with me?” She batted her eyes a few more times as she spoke, causing Ace to sigh. He had been right after all.

Before answering, the grey stallion turned his head to look at the nearby doorway to find Sweetie standing there. A look of utter excitement was on the filly’s face, no doubt hoping that they could spend some time together. While he would have loved to stay even just for her, Ace knew he had to let down both mares.

“Sorry, but I do have to get home,” said Ace honestly as he took the bag. “There’s somepony at home waiting for me now.” As he spoke, Rarity’s face fell almost to the point of disgust. Ace knew it wasn’t because he had rejected her since they had done this song and dance plenty of times. In the past, she would simply say something along the lines of ‘Perhaps another time Darling’. Rather, it was because of who was waiting back at his house. Somepony she, as well as many others living in Ponyville, believed shouldn’t be living there at all.

“Yes, well,” began Rarity before taking a breath. Her horn lit again as pots began to fly out of the recently renovated cabinets and the stove lit up. While this was going on, the mare’s face took a more friendly but business-like approach. “At the very least, let me cook you something to take home for yourself and your charge. I insist.”

The tone of her voice told Ace this was final. Not like there were many who could argue and win against Rarity. And she was being nice, even if she was forcing herself. So Ace accepted; nodding as food began to fly around the kitchen rapidly.

Turning, Ace saw that Sweetie with her head lowered and ears flattened against her skull. Her tail hung noticeably lower and her shoulders seemed to be in a bit of a slump. Without raising her head the filly gave him a look that would make even the hardest heart break.

“Hey there,” said Ace quickly, before she could say another or the tears could begin appearing in her eyes. “It’s not like you’ll never see me again. Remember? Rarity is heading to check on her boutiques in Canterlot and Manehatten this weekend so I’ll be watching you.” As he spoke, Ace gave her a wide smile which seemed to lift the filly’s spirits up. But only a little bit.

“I know,” Sweetie admitted with a sigh. “But we barely had any time together today. You had to spend it all working because Rarity threw all that stuff at you.”

“Well,” said Ace, sparing Rarity a brief glance before leaning down close to whisper into the filly’s ear. “Knowing your sister, she’s going to be at that for a while until everything is just absolutely fabulous.” The last part was spoken in a poor imitation of Rarity’s voice. The result being Sweetie bringing a hoof to her mouth to try and block her giggles. “So how about we spend a little time together right now. Just you and me.” Sweetie nodded before skipping back into the other room, the two leaving Rarity to her task.

It was well over an hour later as Aerial Ace flew over the hamlet of Ponyville while carrying a basket in his mouth. A few of the ponies who spotted him waved as he carried the slightly heavy basket, loaded with two containers of potato stew, salad, and a few sandwiches. More weight was added by his saddlebag which carried with him the entirety of his tools making the flight home a tad more challenging.

What wasn’t challenging was noticing the looks that some ponies were giving him. They weren’t the mean or nasty looks the citizens of the town would give when somepony did something horrendously wrong. Like the looks the town was giving the CMC during the whole Gabby Gums incident. No, these were more of the forced smiles like the one Rarity had given him followed by quickly averting their eyes. Some even looked like they were about to approach him before pawing at the ground or scratching their head and then backing away. He knew what they wanted to talk to him about since he had overheard them whispering about the issue more than once. Yet no one was willing to just outright say it, making the whole thing that more awkward.

Eventually Ace landed in front of his house, a nice two story building that looked very similar to the rest of the houses in town. He knew that many pegasi preferred to live in homes made of clouds, bringing them down and closer to the town for easy travel. While the very was nicer, as well as the amazing ease of customization that could be made with a building made of clouds, Ace ultimately preferred living on the ground with his fellow neighbors. It was just easier for them to get in touch with him for work as well as providing him with a home that offered better privacy. Yeah, cloud homes were great but the ease of which somepony could literally walk through your walls was a bit concerning. Plus, if he ever brought home a date, thicker walls worked better to muffle the cries of passion. Something that he didn’t think would be happening here for a while.

With that sobering thought, Ace’s ears flattened as he set down the basket to fish his keys out of his saddle bag. But before he could dig too deeply in the door swung open, revealing a small filly standing there looking worried. The little pink pegasus stood there, looking at him with her equally pink eyes and her curly arctic blue mane all in a curl.

“Gee Mr. Ace, you sure were gone a long time,” said Cozy Glow as she stepped aside to allow the larger stallion inside. “I was beginning to believe something had happened to you.”

“Sorry about that,” said Ace as he picked up the basket. “Rarity made us dinner.”

As Ace entered his house, he marveled once again how odd this all was. For whatever reason, Princess Twilight had decided to free Cozy Glow, and only Cozy Glow, from her imprisonment in stone so that she could be reformed. Perhaps it was because she had gotten flack from so many who were, ah, confused as to why any of the princesses would have been ok with letting a former cult leader and chaos spirit get a second chance but were willing to freeze a filly in stone until the end of time. Maybe it was guilt that, as a former student of hers, Twilight felt she should have noticed something was up with the young filly and done more to prevent her from being evil. There were some less savory rumors out there as well, one of which being that Princess Twilight did this because she was bored, but that seemed unlikely.

Whatever the reason for her release, Aerial Ace had been told the reason why he had been chosen to watch over the filly. After trying to take over all of Equestria twice, Cozy Glow’s parents wanted nothing more to do with her. Twilight had also predicted, rightfully so, that many of the citizens of Equestria would still hold some hostility to Cozy regardless of what she had to say on the matter. Knowing how well Ace was with young ponies, Princess Twilight had decided that he would be best choice to watch over and guide Cozy onto the path that leads to friendship.

“Gee golly,” said Cozy in her overly cute voice as she shut the door. As soon as it was locked, the filly lifted into the air and proceeded to flutter next to Ace as he headed towards the kitchen. “That sure was nice of her. Perhaps I should make her a thank you card tonight. But, you know, it might have been even nicer to send me a message so I wouldn’t be worried.”

Ace fought to keep from rolling his eyes as he entered his own kitchen, more rustic thanRarity’s was, but it had a good lived-in feel to it. “I’m sure she didn’t mean for it to take so long,” he said after putting the basket next to the stove. With impressive speed he brought out a pot, dumped all of the stew into it, and proceeded to heat it up.

“I do hope she’s not still mad at me,” continued Cozy as she fluttered next to him, giving him a slightly sad look. “It would have been just awful if she was trying to keep you there for as long as possible so I might starve or something. A little filly like me, all alone in a town that hates me. There would be no way I’d survive the night.”

Once again, Ace fought the urge to roll his eyes. He knew what the filly was trying to do, pit him and Rarity against each other with her words. A trick that, admittedly, he had done himself back when he was younger. He just failed at it more since he couldn’t pull off the sweet, innocent look as well as she could. The type of look that could melt your heart before all reason left your head. At least he was on guard for it as well as knowing how best to counter.

“We both know that’s not true,” he said before looking back at the stew. “You were able to stand alongside some of the biggest threats to Equestria. I think you’d be able to take care of yourself for one night. Then again, you should have a bit more confidence in me. There’s no way I’d ever leave you here all alone. You’re way too important to me.” Out of the corner of his eye, Ace saw Cozy’s eye widen in genuine surprise before quickly looking away.

As Ace continued to heat their dinner back up, the two just chatted about their day. Cozy did her best to talk about what she learned from Miss Cheerilee, but Ace kept wanting to know about the other students in her class. Who did she team up with in her art class? Did she ask the students next to her when she had a question? Did she sit alone at lunch? Cozy did her best to dodge all of these types of questions, but in the end gave in when Ace brought up that he could just ask Miss Cheerilee.

It was when Cozy finally admitted that she was hanging out with Diamond Tiara and Silver Spoon (without Miss Cheerilee forcing them to be together) that the stew was finally ready to eat. With stomachs growling, the two licked their lips in unison as they brought the food into the living room.

“How about you pick us a movie to watch?” suggested Ace, moving a few things aside on the small table in front of the couch. Cozy leapt with joy before scurrying out of the room to get the film. Moments later the two sat there watching an old classic: Pirate Sails. The movie was about a mare who wants to become ship’s captain and, in order to do so, had to win in a war game with everything set against her. Her ship was older than the rest of the ships in the fleet by decades, her crew was a bunch of troublemakers, and the rules would get changed halfway through the game thanks to a petty C.O.

For a while, the two sat there with Cozy leaning close to Ace watching with smiles on their faces. That was until a certain scene came up.

“I know why you’re here!” screamed the crazed First Mate as she looked like she was about to have a stroke. “But I don’t understand why Princess Celestia would assign me to this Tartarus hole of a ship!”

“Hold on,” said Captain Dodge with a slight smile, holding up a hoof as she did so. “Why am I here?”

“You know, the thing,” said the First Mate, like that explained everything. Which it didn’t as the Captain clearly voiced causing the First Mate to sigh. “The thing. The…The pussy tattoo.” Both ponies snickered at the scene.

“Golly,” said Cozy as her forehooves touched Ace’s side. Slowly they began to rub his flank just above his cutie mark. “You know, we were talking about that area in class a few days ago. Bet it hurt a lot when she got tattooed there.”

“According to the movie she was drunk,” replied Ace as he felt Cozy leaning against him even more. “Pretty sure the alcohol helped with the pain. But then again, it is just a movie. They can make all sorts of claims without having to prove them. Just look at the Star Trot series.”

“Maybe,” said Cozy, her voice suddenly becoming soft as a hoof ran down Ace’s leg. “But a part of me wanted to experiment a little. See how sensitive it really is down there.” Ace’s eyes suddenly flew wide at this declaration. He looked down in shock, just in time to see her reaching across his lap for where his cock was sheathed.

“Hold it there!” snapped Ace as he pushed the filly away with his wing, causing Cozy to roll to her side as he leapt off the couch. As the filly righted herself, getting onto all fours, Ace gave the filly a stern look of disapproval. “That, young filly, is going too far even for a joke!”

“Who said I was joking?” replied Cozy, batting her eyes as she spoke. “I’ve seen how you look at all the mares and fillies. I know that you used to do this with them all the time before I showed up. So I can tell that you want this as much as I do. Just go along with it or maybe I’ll start talking to some ponies. Perhaps the sheriff would like to hear about how you’ve been touching me in my no-no place late at night. Or how about I talk to a reporter and tell them how you took in helpless filly only to use her for your perverted pleasure.” Cozy backed up a little to lift her head high into the air in an act of superiority.

“You little,” growled Ace as Cozy moved forward and under him. Ace could feel her curly mane underneath his body, moving closer to his sheath. However, it was not there where she started. Instead one of her hooves began to touch his balls, cupping them slightly while he felt her breath against them. Ace opened his wings to fly away, but a long slow lick caused him to pause. It had been so long since he had felt something like that. The wet, moist texture of her tongue moved across his sack as it took in its flavor and coated it with a brief sense of warmth.

Cozy seemed to like the flavor as she let out a little hum, her rear swaying back and forth as she filled the air with the scent of a horny mare. “So tasty,” she whispered just loud enough for him to hear before licking him again. As she did, the filly moaned, the vibrations moving through her tongue and onto the flesh. Ace could not help but gasp as she did this over and over again. How did she know how to do this?

Ace closed his eyes as he fell on his flank, the filly continuing to coat his sack. She licked it over and over again as well as the area surrounding it. Like a common street whore, she moaned about how good he tasted and that she wanted more. Soon her tiny mouth took in one of his sperm sacs, moaning again with it in her mouth to send more vibrations through him. Ace could not help having his member come out. The filly squealed as it moved past her, sending another jolt of pleasure through his being until she finally released him with a pop.

With his shaft now exposed, the stallion could feel Cozy’s attention being drawn to it. He could feel her lips move upwards towards it, peppering his ball sack with little kisses and licks. Ace managed to open his eyes, looking down to see that her eyes were not focused on his meat stick. No, they were looking up towards him and a smile appeared on her muzzle when she saw that he was watching. Slowly her tongue extended outwards to lick his dick, her lewdness overshadowing her normal cuteness. She lapped at his cock as if it were a stick of candy, delighted in its taste as she moved upwards past his medial ring. Over and over she went while always keeping their eyes locked.

Then came the crowning moment of ultimate perversion thus far. Cozy was now at the flat head of his cock. Loudly she opened her mouth before wrapping it around the head. Ace could feel his wings extend fully now as his front hooves dug into the material of the couch. By every alicorn princess, this was too much! He could see her small face scrunching up as she sucked on him, her tongue lapping around the slit as precum leaked out while she looked up at him! It was perhaps the ultimate whore like face on the body of a filly.

Something inside Ace began to twist about, his front hooves moving to the head of the filly. Rather than pull her off, however, he instead pushed her forward. She managed to gargle out a cry of surprise as her mouth just barely managed to open up enough so that his cock could better enter her mouth. He could feel himself taking back control now as he face fucked the filly who finally closed her eyes. His hips thrusted back and forth as his cock hit the back of the filly’s throat as the stallion felt the warm wetness of her mouth.

Control restored to him, Ace removed Cozy from his cock and pushed her off to the side. Back facing him now she coughed while trying to regain her breath. Yet Ace’s eyes narrowed as he stared at her leaking backside. Some part of her was certainly aroused by this! Well she was going to get more.

“What?!?” gasped Cozy as Ace took hold of both sides of her flank. He could see her breathing quicken before she turned to look at him. There was a hint of fear briefly mixed in with a look of lust and excitement. Yes, she had wanted this. She was happy this was happening despite the word she had just used.

“Is this what you wanted?” demanded Ace as he shoved her small tail off to the side. Roughly he jammed his cock’s head against her moist lower lips. Not hard enough for him to enter her but just enough for her to feel it. To feel the heat of his member against her while those lips winked a bit.

“I,” breathed Cozy but stopped as Ace slid his cock under her. He could feel her cunt as his cock ran along it, sending shivers down the filly’s spine while moaning more. “Yes, I want this!”

“And why do you want this?” demanded Ace, moving his hips back. The friction caused by this made the filly thrash about. Her upper body shook this way and that as the sensations overwhelmed her, her wings fluttering madly. Ace could see droll coming down the sides of her mouth.

“Because…I want you to claim me,” she cried while his rubbing continued without pause. “You’re the only grown up in this world who doesn’t hate me! The only one who is really nice to me! I don’t want you to ever leave me! So please, make me your filly cum dump! I’ll do all the things those other mares used to do for you!”

The answer surprised Ace a bit. He knew it was bad out there for the former villain, but he never knew it was so bad that she would want to do something like this just so that he wouldn’t abandon her. Perhaps later he would have a talk with her about that.

Right now, however, his desire was too strong. “Oh, I’ll make you mine alright,” said Ace in a dominant tone as he lined his cock against her virgin slit. “After this, you will always be mine.” Ace had no idea why he said it, but he felt there was some truth to it. Cozy seemed to take it to heart as she turned to look at him with a big grin on her face.

Ace slowly, carefully pushed forward. His cock speared into the tight tunnel, moving it around in ways it had never been before. It had been so long since he had had a virgin pussy but it was everything he could remember. The tightness was unlike any other experience with a mare, forcing him to go slow as blood ran around his member. Of course it was tighter due to her size, but Ace didn’t let that stop him. As his cock sank into the filly’s pussy, Ace kept an eye on Cozy. Her head was up and her jaw was open as if in a silent scream. Tears were coming down her muzzle, yet there was something about her expression that suggested she was happy. Maybe it was the way her eyes sparkled as she looked forward.

Eventually, Ace found that he was at his limit. He paused there, medial ring touching her winking lips as he allowed her to adjust. Time lost all meaning as he watched her regain some sense of herself again. Her jaw was still open and she was panting, yet seemed more relaxed.

“Thank you,” she whispered. “I’m ok.”

That was all that Ace needed to hear. He jerked his hips slightly, causing Cozy to cry out with joy as his cock slid a fraction of the way out of her. Her wings stood erect now, much like his own while her head lowered. When he began to push forward again she let out a squeal while her inner walls tried to tighten up even more than they already were. A tall order, but he could feel them try. He could also feel them grow wetter as the seconds passed, coating his member with their fluids.

Quickly, Ace found a rhythm best suited for Cozy. A series of slow, shallow thrusts that grew a little faster each time as he made sure not to crush the little one with his greater weight. But he dared not go any deeper or else he might hurt her. Not that Cozy seemed to mind in the slightest as she gripped the cushion with both hooves. As she lowered her head down even more soft ‘fucks’ were heard alongside other non-descript sounds. The filly was clearly on cloud nine right now, lost in a sea of lust with Ace taking the lead.

“You know,” said Ace after leaning down, bring his mouth close to her ear as he continued to fuck her. “That plan of yours wasn’t all that smart. Do you really think anypony out there would believe you after everything that you’ve said and done? Risk their careers on your word alone?” Cozy let out a pitiful moan as Ace’s hoof reached under her, rubbing against her tiny clit. “What would you have done if they had, hmm? You know they would have investigated, perhaps even using a truth spell to find out if I had done anything to you. Once that happened, the truth would come out and then the police would have no choice but to hand you back over to Princess Twilight. You could have been turned to stone again.”

“W-Worth it,” gasped Cozy as Ace began to plant small kisses on her neck. “Now you won’t leave me.”

“Well then,” said Ace as he pulled out entirely, a string of filly juices briefly connecting his cock to her cunt. Cozy quickly turned her head, looking at him with shock only for it to be replaced with surprise when she saw he was laying on his back. “I think you should finish what you start.”

A small grin appeared on Cozy’s face as she slowly scrambled to the area between Ace’s legs. The filly flapped her wings in an attempt to fly, but sex had sapped much of her energy and forced her to crawl up the older stallion’s body. Once on top, she placed a hoof on either side of his dick so that when she walked it would run alongside the underbelly of her body. Both stallion and filly closed their eyes at this to savor the feel. Ace could feel more of Cozy’s fluids running down the backside of her body to further drench his cock while his own pre-cum flowed a bit more freely.

Within moments, Cozy had positioned herself so that the flat head of his cock was pressed against her plot. Her first attempt caused his cock to slide across her cutie mark while the second pressed against her ponut. Gaining a determined look, Cozy eventually maneuvered her body so that Ace’s cock slid into her. Now Ace got a first hoof look of Cozy as her face scrunched, taking in his cock at her own place.

“Good girl,” whispered Ace as he jerked his hip, an action that caused Cozy to be pushed a bit closer to his muzzle. The filly gasped at the action before planting her hooves on his chest. She didn’t say anything, only humming as she threw her head back while her plot began to bounce on his cock.

By this point, the heat of the room had greatly increased. Sweat was now appearing to drip off their bodies as Cozy began to go into throws of passions, her body bouncing on top of Ace’s. A wet, smacking sound filled their ears as the sound of the movie still playing was ignored. The curls in her mane were beginning to become undone, flattening against her skull as the scent of sex in the room became overpowering. Her slightly open eyes were now unfocused, looking slightly upwards as she moaned lewdly as words seemed to be beyond her now. Looking downward he could see the bulge where his cock speared her insides. All signs of the overly cute filly were gone, replaced with the image of a newly sex crazy mare.

Ace could feel his approach now coming closer. How could it not with such a tight hole wrapped around his cock while the lewd image of Cozy continued to bounce before his eyes? Carefully he began to add his own hip movements in time with hers causing the filly’s head to be thrown all the way back. A chorus of ‘YES’ could now be heard in a savage tone unlike anything Cozy had ever uttered before. The filly was rocking now, completely in a new state of blissful being.

Then it came time as Ace could no longer hold back. With a grunt he unleashed a flood of his burning hot cum inside of her with the force of a hydrant. Cozy shook more widely as his cum quickly filled her before turning into a full blown body tremor. Ace could feel her inner walls clamping down harder around his cock while his semen squished past his cock and onto his lap along with a flood of her own juices. And before the last jet of cum hit her insides, Cozy fell down onto Ace’s chest.

For several long minutes, Ace remained where he was as his dick softened. As his hoof stroked the back of her head, he realized now that their fates were now connected. Should anypony ever find out what had happened it would be the end for both of them. Ace would be locked away in a cell, possibly until he was a very old stallion. But that would not be as bad as what Cozy would get. Yes, neither of them could ever tell anypony about this.

Once his cock was soft enough, Ace moved slowly off the couch without awakening Cozy. As he placed the filly on his back, he realized that it wouldn’t be so bad. She would stay here with him and together they would move forward. Perhaps, when she was old enough, they could come out as lovers or something with nopony being any of the wiser. He had to admit the idea of having a younger mare as his wife had its appeal. But, should it not work out, then perhaps they could just part ways on good terms.

But all that was for future Ace to worry about. Right now, he was going to carry the filly into his bedroom so they could get some sleep together. Then, when she woke up, he could explain how things needed to work if they wanted to continue to do this. And he did want to continue to do this.

2

Slowly, Ace opened his eyes as the morning sun shone through his windows. The sheets he lay on felt slightly dirty, as did his weat matted . Taking a breath, he could taste the familiar aftermath of sex on his tongue. Under his wing, he could feel the form of another next to him. Only it was much, much smaller than what he was used to waking up next to.

As memories of the previous night slowly returned, Ace shifted his gaze downward to look down at Cozy Glow as she slept next to him. To put it simply, she looked a mess. Patches of her fur were matted with sweat as was her mane which had lost all of its curls, now sticking closely to her face. But despite all of this there appeared a look of content, no, bliss on her face as she slept next to her caretaker. Gently Ace lifted his wing off the filly to also remove the blanket that covered them. This caused the small filly to stir until finally her eyes opened.

“Wakey, wakey,” said Ace gently as he continued to lie there, watching Cozy. At first, her eyes were only partly open while a silly smile appeared on her face. She looked like she hadn’t realized that she was now awake, still in somewhat a dream like state. But as the seconds ticked by she suddenly realized that this was no longer the realm of dream, her eyes going wide for a split second before sitting up next to him. What surprised Ace was the fact that she didn’t run out the room nor did she beg him for forgiveness. She just nervously took in everything around her as she slowly licked her lips.

“So,” she said slowly as she looked down at Ace.

“So,” echoed Ace with a small smile on his face, a reassuring one that got her to smile a little as well.

“I guess this means my plan worked perfectly,” said Cozy, lifting her head up a little in a superior fashion.

“No, not really,” replied Ace as he turned on his back, stretching his wings out to their fullest. “Like I said last night, it could have easily gone wrong in so many ways. You just got lucky.”

“Oh, don’t say that,” whined Cozy as she slipped back into her ‘innocent’ tone while she hoofed Ace’s side gently. “You did end up claiming me after all and that’s what I wanted.”

“Yeah, I did,” admitted Ace. “And I don’t regret doing that.” As a very happy expression appeared on Cozy’s face, Ace gave her a very serious expression. “But, right now we are in a very complicated position. You know that, right?”

Cozy let out a very fake gasp. “Golly, I forgot,” she exclaimed as she brought a hoof to her cheek as Ace rolled his eyes. The two of them knew that things would be bad for them if anypony ever found out. Ace would be forever branded a foal molester, no doubt given jail time as well as being put on a list. From there, well, his life would be over in more ways than one. He could never keep it a secret, needing to tell his neighbors and future employers what he had done. He might, might, get lucky and get a job as a dishwasher at some low level dinner somewhere. As for Cozy, she would no doubt become encased in stone. So they both knew that it was in their best interests not to tell anypony.

“So we keep this to ourselves,” continued Ace as he looked up at the ceiling. “I don’t think there’s a mare in town that would be ok with what’s going on between us. So, for now we can try and work out a relationship as best we can without letting all of Equestria know what’s going on. Maybe starting out with stay at home dates before moving on to something we can do outside. Simple stuff like taking you out to a restaurant. As long as we don’t do anything too noticeable, I don’t think anypony will figure it out. Then, when you’re old enough, we could make it more public. As long as you don’t tell anypony that we had sex before you turned of age, we should be ok. That is, if you still want to be with me.”

“Well, right now I know I want to still be with you,” replied Cozy as she leaned against him.

“As for us being intimate,” continued Ace as he thought about how the best way to work it. “Well, I think it would be safest as long as we do it on days that you don’t have any school the next day. That way we can make sure that nothing seems out of the ordinary. You know, like you going to school with a limp or anything.” Ace scrunched up his face a little after he said this. It sounded good in his head, but he also had a duty to make sure that Cozy was at least trying to make friends and be a better pony. Could he use sex to help achieve this goal? “But there will be exceptions. Like if you get all A’s on a report card or do something special for a friend you might, and I mean might, get an extra special reward. If you get my drift.”

“I think I do,” purred Cozy as she grinned at him. “And I like your plan but, if you don’t mind, I think there should be one teensy little addition.”

“Oh?” replied Ace, turning his head to look at the filly. There was a gleam in her eyes that was not evil, but rather mischievous.

“I think you should still date other ponies,” suggested Cozy as she moved back a little. “I mean, if a big, strong, and handsome stallion like yourself spends all his time with little old me some nasty rumors might start to spread. If something like that happens, it might be a little bit harder for us to become an ‘official’ couple later on.”

Ace thought about this for a moment, looking back up at the ceiling as he did so while images of other mares presenting themselves to him filled his head. Cozy did have a point. Before Cozy came into his life, he was hooking up with a different mare all the time as he lived the life of a free spirited bachelor. He had to admit that he did miss it a little. And what Cozy was saying made sense. Right now many of those mares understood why he wasn’t more available, but what would happen if they made the offer after ponies around here began to trust Cozy again and he refused? Sure they might think him nothing more than a worry wart, but how long could that go on before they became angry or started rumors? Rumors that might have the local sheriff knocking at his door?

The only real problem was that he would feel for toying with a mare’s heart like that. Maybe if he just kept things psychical and told them up front he wasn’t looking for anything long term right now? Would that work in the long run? Or should he figure out a way to get the mare to dump him? That might work.

“Are you sure?” asked Ace.

“Oh yes,” replied Cozy in a sultry tone followed by the feeling of a tongue on his ball sack. Ace’s eyes widened before sitting up a little. There, between his legs, was Cozy as she gently lapped at his balls. “I don’t mind at all. In fact, I like the idea of cleaning your cock of their juices. Maybe I’ll even get to watch.”

Ace let out a gasp as Cozy began to move her tongue upwards as his cock began to slip out of its sheath. As it rose up, she peppered his member with quick kisses while sticking her rump into the air. Now Ace could see that it, like her mane, was matted from all the sweat and sex. Yet still she lifted it slightly as her rump sashayed back and forth. Loudly she moaned with have lidded eyes while Ace’s cock was now full mast.

“I can see you like the idea ‘daddy’,” she continued, now in a husky voice. When she said the word daddy, Ace felt his cock twitch a little causing the small filly to giggle. “Oh yes. Can you imagine it? Me, the sweet little filly watching you take some mare from behind as your big, strong cock dives deep inside them. Listening to them crying out as you fuck them until they come. The things I could learn from them. Then, when they pass out, I could come in and lick their slutty juices from your cock before you stick it inside my tight little whole. Yeah, I like that. Don’t you daddy? You fucking your little filly as she laps out all the cum from their used slits? Wouldn’t that be just perfect?”

“Ahh,” sighed Ace as Cozy began to lick around the top of his head. “Oh, where did a little filly like you learn how to talk like that?”

Cozy didn’t answer at first. She merely giggled as she licked some of the precum forming at the head. “I think a filly like me should have some secrets,” she whispered. Then, before Ace could say anymore, Cozy took the top of his cock into her mouth. The stallion’s eyes closed as her tongue moved about coating everything it could with her saliva and taking it as deep in as she could. The room began to reek with the renewed scent of sex.

Perhaps, thought Ace as Cozy began to turn around so that her slit was now facing him. With one hoof he moved her tail out of the way so that there was no obstruction toward her slit before finishing his thoughts. Maybe we should take a shower soon. That or take this into the shower! However, Ace didn’t get up. Rather he brought his other hoof towards Cozy dripping cunt to play with it earning a gasp from the filly. There was really no point right now in interrupting them right now and they would get cleaner if they went separately. So, they might as well just get the morning fuck out of their systems.

And so, for the next several days, Ace and Cozy began their secret relationship. On the outside, they appeared like everything was normal with Cozy going to school and Ace doing all of his normal jobs. The only real difference that they could see was that Cozy was making more of an effort to make friends while at Miss Cheerilee’s school. Yes, her friendship with Diamond Tiara and Silver Spoon was becoming a bit stronger with both fillies asking Cozy to come over to their homes after school to hang out while Miss Cheerilee was forcing other ponies to work with her. However, Cozy was making more of an effort to approach these other ponies on her own.

The most notable instance Ace had heard about happened at Sugarcube Corner. There, Cozy had paid for the treats bought by Sweetie Belle, Apple Bloom, and Scootaloo. As she placed the bits on the counter, Cozy then, before the packed bakery apologized for using them for her own means and asked for their forgiveness. According to those ponies Ace had spoken to, all of them stated that the filly trio looked like they had been put on the spot. Maybe even pressured into accepting the apology before quickly departing.

Behind closed doors, however, things were heating up between Ace and Cozy. While they hadn’t had any full on sex since that night, the two had been playing and teasing with the other’s body almost every chance they got. Ace was becoming used to having his cock sucked first thing every morning, Cozy gulping down his cum like it was a breakfast protein shake. Later on in the night, Ace would hold the smaller pegasus by her flank so that her dripping cunt was close to his mouth so that he could lick her for what felt like hours. The two had even taken several baths and showers together, erotically clearing the others body that left them panting messes.

What’s more, the two were exploring other things. Ace had purchased a small sex kit via mail order so that nopony would know. Within it were a variety of sex toys including several sizes of dildos, anal beads, lube, hoof cuffs, a thick blindfold, reins, and an enema kit. Cozy took to it like a second homework assignment each night, studying and using them to help her prepare for the big test that was their weekend sex. So far she had been giving herself nightly enema’s to that her rear would always be clean for him should he ever desire her backdoor. Only once had she tried the anal beads as well as putting a tootsie pop in her cleaned passage. Ace had also been helping the filly with the reins, blindfold, and hoof cuffs; putting them on her so that she could get used to them and to see if she wouldn’t mind trying it out every once in a while. So far, Cozy was unsure.

Time went and the weekend quickly approached. However, on Friday shortly after Cozy had returned from school, there was a knock on the door that signaled doom for their plans. Upon opening the door Ace saw that it was Rarity wearing her traveling scarf, sunglasses, and an odd hat that he guessed was in fashion. And standing next to her looking excited was Sweetie Belle with her saddlebags.

“Hello Darling,” said Rarity, her voice quick sounding and her legs looking a little jittery as if she were in a hurry. Behind her, Ace could see two stallions he had seen in town before carrying what appeared to be several tons of luggage. Both stallions had strained looks on their faces, sweat pouring down their faces as their legs shook. Ace opened his mouth to ask what was going on, but stopped as he remembered that he had promised to watch over Sweetie Belle for Rarity.

“H-Hey Rarity,” stammered Ace in a vain effort to recover and not make this awkward. “Oh wow, is it Friday already?” The raised eyebrow he got in response showed him just how little he succeeded.

“Ace, dear, did you forget your promise?” she asked while Sweetie’s face fell. “That certainly isn’t like you at all. But I suppose you have had a lot on your hooves as of late. If you can’t make it then-”

“No, no,” said Ace quickly as he raised a hoof to wave in front of her. “Honestly Rarity, the week just seemed to slip by so quickly that I just forgot what day it was. But don’t worry, I made sure to have nothing planned for the weekend.” For a moment, Ace stood there as Rarity watched him with an eyebrow slightly as if to look at him suspiciously with a light hum, as if to see if he were lying or hiding anything. He watched as her ears twitched while leaning her head to the side as if to see inside his home. By the princesses, he wished he could see where she was looking! But he didn’t move, just kept right on looking at her like everything was normal.

Thankfully, Rarity’s face soon returned to normal. “Well, I suppose that happens to everypony,” she admitted while Sweetie’s face lit up. “I best be going. Have a train to catch darling. But before I trot off, remember that Twilight isn’t here anymore so you can’t ask Spike to send me a message if something happens. I’ve already spoken to Gabby who has promised to make a special delivery to me if something happens so don’t be afraid to ask. Don’t worry about paying her because I’ve already set aside some bits for her in case something like that happens. But, if you want to I’m sure Gabby would appreciate the tips. Also the Apple’s have said that they wouldn’t mind watching Sweetie for a while if something dreadful were to come up with you. That and as well as using their home as a shelter in case something simply awful were to come out of the Everfree Forest. And, let's see. What else am I forgetting? Oh, yes. She has an-”

“An assignment due for Ms. Cheerilee on Monday so make sure she gets it done,” finished Ace, doing his best not to roll his eyes. “Also, she is to be home before sundown unless she has an emergency Crusader meeting which she needs to clear with me first. Rarity, I’ve done this before.”

“Yes, I know,” said Rarity with a small smile. As the stallion’s holding her luggage began to whimper, Rarity turned to look at Sweetie before planting several kisses on her forehead. “Oh, I’m going to miss you so much. Please be good for Ace.”

“I will,” said Sweetie whose cheeks were burning at this point as she shot a glance at Ace. “Just be safe, ok?”

A few moments later found Rarity walking quickly towards the train, doing her best to maintain an elegant appearance as she did so. Honestly, for Ace the effect was ruined by the two stallions who looked like they were about to collapse at any moment. Seeing it would take a while before they were out of sight, both Ace and Sweetie entered the house fully. Once inside, Sweetie dropped her saddlebags before letting out a sigh.

“I can’t believe that she still treats me like a little filly sometimes,” she complained while looking up at the ceiling. “I thought we were past that? Why does she have to embarrass me like that?”

Ace chuckled as he approached Sweetie. “I think it the same with every family,” he said calmly. “You should see what my mother does every time I visit her. Talk about embarrassing!” Before Ace could say anything more, he spotted a flash of curled mane from inside the kitchen and his heart sank with dread. While the crisis with Rarity had been averted, now he had to deal with Cozy and hope that she understood. Fighting back a gulp, he turned to look back at Sweetie who was looking at him intently. “I hope you don’t mind sharing a room with Cozy. All out of spare rooms at the moment.”

“Oh,” said Sweetie before biting her lower lip. As she glanced over to the couch, Ace thought that she was preparing herself to ask if she could sleep on it instead. Yet much to his surprise, she let out a sigh of defeat. “I don’t mind.”

“Ok then,” said Ace slowly. “I’m going to set up a cot for you in her room. It could take a bit so why don’t you get your homework out and all three of us can work on it together. That way it’ll be out of the way and we can have fun for the rest of the weekend.” Sweetie smiled at that and nodded brightly.

As Sweetie sat down her saddlebags, Ace walked into the kitchen where Cozy was waiting for him. She was sitting there, back against the wall with her head turned to look at him as he entered. As he moved around the room so Sweetie couldn’t see them, Cozy remained where she was while keeping her gaze on him. What was most odd about all of this was her expression. He had somewhat expected her to pout or give him an evil look of some kind. Something that would spell out that she wasn’t happy and was going to make sure he paid for breaking his promise. Instead she seemed calm. Perhaps too calm.

“So Sweetie Belle is here,” said Cozy in a calm tone.

“Yeah, sorry I forgot to tell you,” replied Ace. “I’m foalsitting her for Rarity while she’s-”

“Yeah, I already knew,” replied Cozy in a matter of fact tone causing Ace’s eyes to bulge in surprise. As the little filly continued to look at him, she tilted her head a little to the side. “It wasn’t hard to find out. It’s been all she could talk about at school for the last couple of days. About how she’s so excited to spend an entire weekend with you. Honestly, the look on Diamond’s face when she heard about that!”

“So…you’re not mad?” asked Ace while wondering why Cozy never said anything.

“I’m a little mad at you,” admitted Cozy as she got up and poked him in the chest with her hoof. “All that talk about maintaining a cover and you’re the one who messed up first. Image if we had started having fun when Rarity showed up! You’re just lucky I heard about it and didn’t pounce on your dick when I trotted through that door. Or what would have happened if Rarity wanted to help Sweetie unpack in my room and found those toys you got me.”

Ace felt like his world shattered in that instant. The toys! He had forgotten all about them! Leave it to the devious filly to spot all the ways he had screwed up!

“Wow, I,” stammered Ace as he felt his throat dry up. Slowly he forced himself to gulp before looking at the filly. “Ok, we need to get that stuff out of your room and-”

“Already done,” replied Cozy with a look of pride. “As soon as I got home, I moved all of it under some loose floorboards under my bed. Unless she knows what she’s looking for Sweetie or anypony other than a mind reader won’t be able to find it.”

“Well, that’s good then,” said Ace, feeling a bit more relaxed. But not completely. “Cozy, I’m sorry about this weekend. I’ll try to make it up to you.”

In response, Cozy let out a smile that was a mix of seductive and evil. “Oh, I’m sure you will.”

Sweetie Belle was smiling openly as she laid on her cot, staring up at the ceiling of Cozy’s room. Sure the cot wasn’t the most comfortable thing in the world and there were certainly other places that she would rather be sleeping (like the cave of an Ursa Major), but she couldn’t help it as a certain warmth filled her body. Today had been great since she got to spend time with Ace. Sure it had started off boring as they did homework, but it was made so much more bearable with Ace laying next to her, their bodies touching as they did the work together. But after that, things had gotten so much better. They had played all of her favorite games and Ace had listened to her talk throughout most of the night. Not the pretend listening that Rarity so often did, but actually listening to her with an interest and not talking down to her like so many of her previous foalsitters did.

Now she had the next few days to look forward to! Ace was right, with their homework done, Sweetie could spend all her time having fun without worry. Normally she would be working on helping others with their cutie mark problems, but this weekend she just wanted to hog Ace all to herself.

…Well, as much as she could with Cozy around. That thought caused Sweetie’s smile to falter slightly.

“Golly Sweetie, how long have you had a crush on Ace?” Startled, Sweetie jumped at least a foot into the air before crashing down on her cot, the pillow somehow landing over her face. As she pushed herself up and turned her attention to the door, she saw Cozy calmly closing it behind her.

“I, ah,” stammered Sweetie as her face turned bright scarlet and steam coming from the tip of her horn.

Seeing that, Cozy chuckled. “No point in denying it,” said the evil filly as she hopped onto her bed next to Sweetie’s. “It’s written all over your face. Come on, you can tell me. That’s what friends do, right?”

“Yeah, what friends do,” said Sweetie as she regained some composure. While she did her best to keep her tone light, some of her venom slipped out. And to be honest, she wasn’t all that sorry. Not after all that Cozy had done. She hadn’t forgotten all that Cozy had done to Equestria or to what she had done to her personally. Cozy had tricked her and her friends, pretended to be their friend all in an effort to gain power. The sting of that betrayal still hurt far more than any of the taunts Diamond Tiara had ever done to them. Nor had she forgotten the dirty stunt Cozy had tried at Sugarcube Corner! She could have done that at any time like after school, but instead she chose a nice public place to put the pressure on them. At least, that’s what the entire CMC felt!

“I said I was sorry,” Cozy said, a slight whine in her voice. Her face had morphed into a pout that would make even the most sour hearted pony feel for her. But Sweetie’s face didn’t budge as Cozy plopped onto the bed, hooves resting under her chin. Slowly a smile began to appear on her face. “And I want to make it up to you.”

Sweetie just sighed as she turned over so her back was turned facing the other filly. “Not interested Cozy,” she grumbled as her magic took the blanket and covered her body. Her eyes then closed tightly, sinking her into darkness. “Now if you’ll excuse me, I’m going to go to sleep n-”

“I know a way you can be with Ace.” Cozy’s words caused Sweetie’s eyes to fly open. With the image of Ace in her mind and her heart rate surging Sweetie quickly sat up and turned to look at Cozy who was trying her best to look innocent, tilting her head a bit to the side now.

Yet this surge was short lived as she looked at Cozy. “Liar,” she said as her mind broke down why this could never work beyond Cozy being as trustworthy as a swarm of parasprites at a dinner. The main reason being that, well, the age difference. Whatever feelings she had for him was just a crush, one that she knew he could never really respond to. He probably wanted a mare more like Rarity anyways.

“Am not,” replied Cozy as she got on all four hooves. “All you have to do is follow my lead and Ace will be sure to give you plenty of extra affection from now on. Affection that grown up ponies show each other. Might even ask you to become a part of his herd when you’re old enough.” At that, Sweetie felt her heart face while her face flushed red. She knew what a herd was as they learned about it in Miss Cheerilee’s class last year. It had something to do with the number of mares being so much greater than stallions that some families had more than one mom. There was one family in Ponyville that had four moms and there was this one client of Rarity’s over in Manehatten that had six ‘herd sisters’ as they were called.

Face still red, Sweetie wondered if it would be worth it. Sure, she wanted to be with Ace but she had never thought about sharing him before. Would it be worth it just to be with him if she wasn’t the only mare in his life? Then again, it might be the only chance she could get. With him being so much older and having heard plenty of other mares talk about him, the odds were good he would find his special pony. If shaving him was the only way to keep him a part of her life then maybe…

“I’ll even make you a promise,” continued Cozy. “If this doesn’t work, then you can tell everypony about how mean I was to you over the weekend. That I haven’t changed my ways or whatever. But, if it does work, all I ask is that you keep this from the adults.”

“W-Why?” asked Sweetie.

A short time later found Ace on his own bed, covers draped over his body. While his eyes were closed he found that sleep was something that wasn’t so forthcoming tonight. Really he should have been happy without a care in the world. While his secret plans had been foiled due to his own forgetfulness, things had still turned out pretty good with all things considered. Cozy hadn’t thrown a hissy fit and, if he was being honest, had expected his charge to show at least some form of resentment towards the white filly. But much to his surprise, she hadn’t said anything with any malicious undertones or made any passive aggressive comments. Nor did she try to do anything like mess up Sweetie’s homework or anything petty like that.

And perhaps that was the problem. While Ace should have been proud of how well Cozy had handled everything, perhaps it was because she handled it a little too well. Not even shooting Sweetie a nasty look when she thought the other filly wasn’t looking. Or maybe she did, only when Ace wasn’t looking. That was a good possibility. Who knew? Maybe she was saving something for Sweetie when Ace wasn’t looking like right now.

“Stop it,” grumbled Ace to himself as he turned onto his back. Right now he had to encourage that sort of behavior, not be distrustful of it. She deserved a reward for the way she was acting, even if she was only acting like this for the reward. And if he did do something to Sweetie when they were alone in their room Ace felt confident that he could spot any signs of distress from the small unicorn in the morning.

Ears twitched as Ace heard the sound of the doorknob turning followed by the creaking of the door being opened. Before he had a chance to open his eyes, a familiar voice spoke out. “Hey Ace. Ready to have some fun?”

The stallion let out a sigh as he felt movement on his bed. “Cozy, is this really the best time? Sweetie is-”

“Don’t worry about it,” replied the filly as he felt the covers being moved as the filly began to move underneath them. “Just spread your legs a bit more for me.” Ace could practically feel Cozy’s grin. For a moment, he felt like putting his hoof down and telling her to go back to her room. However, the desire he felt within began to bubble up. Maybe they could make it a quickie? One where if they did get loud they could just tell Sweetie that Cozy had a nightmare or something? It was a risk, but maybe worth it?

“Good daddy,” said Cozy as Ace moved his legs far apart. With his eyes still closed, he focused on the sensations going on his slowly unsheathing cock. He could feel the hot breath of his partner against it and he could tell that she was excited. Suddenly he felt her tongue against his now exposed flesh, licking it like a mad painter on a canvass as she coated it wildly. Hungry, animalistic sounds could be heard which he was thankful that they weren’t louder. Sure they were a turn on, but he didn’t want them to get out of control.

By the time he was at full mast, his cock was coated fully and Cozy’s tongue had pulled back. For a moment, he wondered if she was going to use her wing to jack him off while offering more dirty talk in a hushed tone. Something to fuel him into taking things up another level sooner.

What he got instead was something unexpected. Cozy’s tongue touched his cock once again, only it felt off for some reason. The touch was lighter than before, more timid. Lightly it dotted the area, tasting a bit here and a bit there. It honestly reminded him of the times back at school when him and other mares were first experimenting with sex, unsure of what they were doing. Was this some sort of new game Cozy was playing? It seemed weird that she would suddenly shift gears like that.

After several minutes, the tongue began to grow more bold in its actions. He could hear Cozy gasp and awe at the taste as the feeling moved northward to the top of his pole. Her tongue lapped longer and harder. Ace could even feel a hoof on the underside of his balls, slightly shaking as it held his orbs in an almost nervous fashion.

Then, without warning, the head was pulled away. While he could feel his precum leaking out more, his member almost demanding release, Ace could feel the figure between his legs moving. Cozy was now letting out deep and excited breaths as her body moved across his cock, positioning her body above his rod while remaining under the covers. Yet something felt a little off about all this. There was something about the feel of the body and the slight trembling he felt that he had a hard time putting his hoof on.

Before he could even dwell on it, Cozy had pressed her slit against the head of his cock and was slowly lowering it could. By all the alicorn princesses, he had almost forgotten just how tight a young filly’s tunnel could be. It clamped around his member while the filly rocked about. He shut his eyes tightly, feeling her fluids sliding down his cock. She was letting out a whine that sounded more like-

“Hope you’re enjoying this daddy,” came Cozy’s voice in a sultry tone. “Because I know I am.” With that, Ace’s eyes opened wide as he felt a tongue press against his balls and lick upwards until it reached the filly’s cunt. The filly on his cock let out a cry that he knew didn’t belong to Cozy. Heart racing, Ace threw off the covers to see just what was going on.

His heart felt like it suddenly stopped at the sight before him. On his cock, with her head thrown back, was Sweetie Belle. Even from this position and with the dim light he could tell that her mouth was hanging slightly open. From her horn there was a trickle of steam coming out, like that from a match that had been just blown out. Blood was trickling down from between her milky white hind legs as well as on his meat stick. Moving into view was Cozy, her body blocked by Sweetie’s while remaining between Ace’s legs. Eyes having adjusted more to the dark, he could seem the lusty smile on her face as she licked her lips.

“Cozy,” Ace breathed. “Are you out of your mind? What did you…How did you…”

“Trick Sweetie into doing this?” finished Cozy as she got up on her hind legs, putting her front ones on Sweetie’s shoulders. As she talked, she began to turn Sweetie around creating immense pleasure for both Ace and the white filly. Both cried out loudly forcing Cozy to speak loudly. “I didn’t need to do anything like that. This sweat filly has had such a crush on you that she jumped at the chance at being part of our little secret. And isn’t this the way to make friends? By sharing with them?” Now Sweetie was in the right position for Ace to see her face. She looked like she was in a state of utter bliss. Her mouth was hanging open with a bit of drool coming slipping down her face. Sweetie’s eyes were out of focus, not looking at anything. Looking down, she could see the bulge in her stomach created by trying to take his cock.

“But, I-” began Ace, but stopped as he felt Sweetie’s cunt tightening around his cock more. Cozy saw this and grinned, lowering her head down until it was right next to Sweetie’s clit. Even in this darkness he could see the small bundle of nerves stick out. The pegasus filly could see them as well as she moved her mouth over it and took it between her lips. This caused renewed life within Sweetie as she cried out.

“Ace!” screamed Sweetie. “Cozy didn’t trick me or force me! I wanted this! I want to be one of your mares!” Ace felt like his body had become petrified as Sweetie looked down at him with Cozy moving her body upward. As The curly maned filly kissed Sweetie’s neck, causing her to moan, Ace realized just how stuck he was. If what Sweetie was saying was true then, if he tried to deny her now, she might have an emotional breakdown and somepony might find out.

“Isn’t this what every stallion wants?” asked Cozy as she brought Sweetie’s lips closer to her. As she continued to speak, her lips brushed against Sweetie’s. “To have a harem of young mares who all want nothing more than to be fucked by their stallion? To put on shows for his enjoyment?” With that, Cozy moved in to kiss Sweetie. For a moment, Sweetie looked completely taken aback by the kiss. Almost as much as Ace was! But soon, Sweetie was getting into it. The two filly’s moaned and he could tell that their tongues were doing a tango within their mouths.

“You…should have spoken to me about this,” gasped Ace. To that, Cozy pulled away from Sweetie to give him a look.

“If I did that then you never would have considered it,” she said as she moved over to him. “I bet you would have said something like ‘there’s no way Sweetie would ever go for this’ or something like that. But now you know how she feels. In more ways than one. And she knows just how good you feel. So much so that she’s not going to do anything to let this go.” Sweetie shaking her head was the last thing Ace saw before Cozy’s rump covered his face. Her wet snatch was pressed against his lips, the scent of her neediness at this moment filling his lungs.

“Now that this is out of the way, we can really enjoy ourselves all weekend,” continued Cozy as she rubbed her flank a little, signaling for Ace to begin eating her out. “You were so smart to suggest getting our homework done. Now nothing will interrupt our fun. So cum on daddy, lets have some fun. You know you want to.” For a moment, Ace did nothing as he laid there taking in the sweet scent of a horny filly. At the same time, he could feel Sweetie regaining some of her composure as she lowered herself a little more onto his cock while moaning his name. Seems like she was really enjoying this. Well, he was already this far in so might as well dive all the way into Tartarus and enjoy the ride down.

Raising his hooves to take hold of Cozy’s flank, Ace brought his tongue to the filly’s dripping slit. Slowly he traced his tongue around her folds causing the filly to gasp. Pressure was brought down on his hooves, no doubt an attempt of hers to bring her cunt down on his face so that his tongue would be wiggling inside of her. But now Ace was in control, willing to tease her until he was ready. So slowly, very slowly his tongue moved as those lower lips quivered and winked with desire. He could hear the sounds of two fillies panting now.

As for Sweetie, she was beginning to move slowly up from his shaft. Bits of groaning and whimpers mixed in with her whorish panting, making Ace think that deep down she was as much a slut as Rarity. Sure the older sister was always stylish and a model of elegance when in public, but to those stallions who had bedded her knew that deep down she had the soul of a cum dumpster. Always willing to get lost in the sea of pleasure and wanting to, generously, have her body used as much as possible for the pleasure of those stallions. And it seemed that Sweetie was just like her. A true natural despite the pain of her first time.

“I’m going to be one of Ace’s mares,” gasped Sweetie when she was almost completely off his cock. Without another word she sank down as hard as she dared, Ace feeling her body jerk slightly as she did. Once she had sunk as far as she could, she began to rise up just a little bit faster than before. Like she was more confident more, if only a little.

“Yes, yes you will,” said Ace causing the white filly to squeal with joy before lowering herself down on him again. As she began to get a small rhythm going, Ace lifted Cozy off on him so that he could see this. While Cozy voiced her complaints, Ace watched as Sweetie took his stallion meat inside her until she was beyond full. All with a dopey smile on her face and her eyes half lidded along with pupils turning into hearts. Yes, she wanted this. And with that tight little cunt of hers, she was willing to prove it.

“Ace, what’s the big idea?” demanded Cozy as she was pushed to the side. There was a frown on her face close to the one that made her look downright evil. But Ace didn’t care really.

“That’s all you get…for now young filly,” grunted Ace as his gaze shifted back to Sweetie. “Consider it a punishment for getting into mischief. Now, how about you show how sorry you are by making your new herd sister feel even more welcome.”

Out of the corner of his eye, he saw a brief look of shock on Cozy’s face. She then turned to look at Sweetie who was now lightly squirting her juices with each dissention of hers. When Cozy looked back at Ace her expression had shifted back to that familiar sultry look of hers. Flicking her tail in his face Cozy moved towards Sweetie in an almost crawling fashion. When she was close enough Ace expected her to lick Sweetie’s slit or even her clit. But that’s not what happened. Instead, Cozy reached out a hoof to touch the tiny love button as Sweetie continued in her throws of passion. The white unicorn gasped aloud, nearly stopping in the process. Yet she continued, biting her lower lip and moving a bit slower. In return, Cozy’s hoof made small circles on top of that sensitive area.

Ace let out a grunt. Thanks to how tight Sweetie was he was already very close. But if one were to add in the sight of a filly helping another young filly getting off while riding him…well that image should speak of itself. With a surprising jerk of his hips that pushed even deeper into Sweetie, causing her to cry out louder than ever before, Ace came deep inside her. As his hot cum shot inside her, filling the filly for the first time, Ace watched as her brain fried with pleasure. At first her eyes were wide, near watering, before they became dopey again. Half lidded and tongue lolling out, Sweetie’s body began to sway as both their cum squirted out between the cracks of his rod that had yet to soften.

“Ok, now it's my turn,” said Cozy. But Ace didn’t answer her right away as Sweetie fell forward onto him. At the same time, she moved into a sitting position to catch her half way so that her damp body was pressed against his own.

“Yes,” said Ace as he then lifted Sweetie off his cock. Globs of thick white cum fell from her freshly loosened hole and landing on his lap as well as his bed as he moved her to the side. Calmly he moved off his bed so that he was soon standing next to it with his hooves on the mattress. Grinning at Cozy, he patted the area in front of him. “Well, what are you waiting for?”

It didn’t take Cozy a second to realize what Ace had in mind. Wings began to buzz wildly as the filly flew over to her guardian, flank landing before those forelegs. As her hind legs now dangled over the edge of the mattress, Cozy leaned back while also bringing her forelegs towards her pussy which she then spread.

“Come on daddy,” she whispered. “Don’t keep your little filly waiting too long.”

In response, Ace positioned his cock right at her lower entrance causing her to gasp. Carefully he brought down his hooves to her sides, holding Cozy in place as he entered her slowly. Once more the head of his cock found itself in the tight, wet warmth of such a young mare that was barely able to hold him. Her inner walls stretched and tried to contract around his dick as he moved inwards bit by bit. As for Cozy, she was howling wildly in such delirious glee. Her sounds were not even really words but rather the start on them before morphing into groans and moans.

Soon Ace was able to get into a rhythm much faster than their last time. He watched as every time his cock thrust forward, her head sank deep into the mattress while her wings twitched. Then, when he pulled out, her body would bounce slightly so that her head was in the air before landing back with a thud. It was quite a sight to behold. This filly who had once tried to take over the world was now nothing more than a rag doll on his cock. All sense of complex thought had left her scheming mind as she seemed to drown in pleasure.

Glancing over to the side, the stallion saw that the other filly on the bed was beginning to stir. With a dazed look on her face, Sweetie began to slowly get on her hooves. This appeared to Ace to be a challenge for the filly for her hooves wobbled and swayed as if they were now made of jelly, causing her to fall on her face. When she looked up again, there was a spark of realization in her eyes as she stared at the other pair on the bed. As her eyes began to widen slowly, Ace reached over to bring Sweetie close to him without halting in his thrusts. Her body was heavy, nearly limp as he brought her close and once he feared she would slip off. Thankfully that did not happen.

“Welcome to the herd,” said Ace in a husky voice, one he had used on plenty of mares in the past. The effect was instant as Sweetie’s lower jaw dropped slightly and her race turned scarlet right before he went in for a kiss. Slowly his tongue slipped into her mouth, causing the filly to moan as globs of his cum dropped her the Sweetie’s cunt. She moaned and pressed her body closer to his while also trying her best to return the kiss. Clumsy for a beginner, yes, but she was still young.

“So fucking hot,” Cozy managed to gasp as drops of sweat were flung from her lips thanks to Ace’s thrusts. The room was quickly becoming a sauna. The heat from the three was becoming almost overwhelming as their coats became slick with sweat and their manes clung to their bodies. But none of them cared or even paused to catch their breath.

Without warning, Ace grunted in Sweetie’s mouth before another torrent of cum began to fill Cozy. The filly gasped as rope after rope filled her insides. Her front hooves flew from holding her pussy open to her sides where she twisted them around the blankets while screaming at the ceiling. Both Ace and Sweetie paused in their make out session to look down at her, seeing Cozy’s eyes rolling into the back of her head as she experienced an earth shattering orgasm.

“Thank you for this,” said a delirious Sweetie as she moved her body away from Ace’s, nearly falling on top of Cozy. “This is a dream come true. I love... I love you all. Thank you.” The stallion watched as she carefully draped her body over the other filly so that they were soon muzzle to muzzle, both panting heavily. At the same time Ace removed his cock from Cozy’s cunt before stepping back. There he could see both of their dripping, winking pussy’s pressed against the other while cum continued to pour out of them.

What came next was a surprise for both Ace and Cozy. Without any prompting Sweetie began to grind her lower body against Cozy’s. As the pegasus filly moaned at the continued stimulation Sweetie moved in to capture her lips. The two began their own make out session, moaning into the other’s mouth while also making slick noises. Their lower bodies continued to move, gyrating against each other to rub their clits together. He could smell their arousal even more now than ever.

Then, Cozy pushed Sweetie’s face off of hers before looking over at Ace’s. “Cum join us daddy,” she begged. “Your dirty little filly’s are still horny. We need that big, thick cock to make us feel even better.”

As she spoke, Sweetie also looked over at Ace with a wanting expression of her own. “Please Ace, rut us,” she also begged while adding an extra shake of her flank. “Teach me how to be your perfect mare. Use me however you want and make me feel so good.”

Ace didn’t reply, only chuckling as he moved forward. Both fillies grinned at this, seeing it as a sign that the fun was going to continue. So as Ace trotted up behind them the two returned to their make out session. Looking down at the two horny creatures before him, Ace wondered who he should give it two. Cozy, the filly who set all this in motion and the one he had fucked the most so far. Or should he go with the fresh filly Sweetie? Both were good choices, but he felt like he only had one more go left in him. And he really didn’t want to play favorites or anything like that.

Thankfully, he knew of one way to please both of them. With a grin on his face, Ace moved his still rock hard cock so that it was pressed against Sweetie’s wet cunt. Gently he stroked it up and down, giving light pressure as both fillies continued to moan into the other’s mouth. But rather than push it in to fuck her again Ace brought his dick down to do the same to Cozy. This time he did hear a wine from Sweetie as Cozy’s body trembled with anticipation. It was only when both had been fully teased that he began his real plan. He pushed forward but at an angle so that his cock slid up a bit so that it did not enter Cozy like before, but instead sliding between the bodies of both fillies.

Once more he heard them gasp as his hot dick was pressed between them while he himself grunted in satisfaction. He could feel their clits as thy rubbed along his shaft, being traced along its veiny surface as well as touching his medial ring. That part brought out a loud gasp each time he hotdogged between their bodies. Their juices and his cum smeared the meat stick, asking like a lubricate to make this all the easier.

“This feels weird,” cried out Sweetie as she moved her head onto Cozy’s shoulder. “But in a good way. Please don’t stop.”

“Yes, don’t stop daddy!” Cozy all but screamed as she shut her eyes tight. “I want to feel all your cum on my body, coating us with your scent. Mark us as yours. Let it rub into our fur. Oh fuck yes. Yes, cum all over us so I can lick it off Sweetie. I want more from both of you. More, fuck me more. Fuck me forever!”

Ace could only grunt again. He had already cum twice and could feel that his end was near. Not helped by what he was hearing. He managed three more rapid thrusts before finally cumming for the final time that night. Ace felt his seed shoot out, smearing between both mares as they gasped aloud. As more ropes were fired the two began to grind their stomachs against each other out of instinct, cooing with delight as they did so.

When the last rope had been fired and his cock began to retreat to its sheath, Ace looked upon the two. Bits of cum were rolling down their sweaty bodies as they continued to grind against each other despite looking tired. As he moved back onto the bed, Ace watched as Cozy brought one of her hooves to the side to scoop up some cum. But rather than eat it herself, the filly presented it to Sweetie with a smile on her face.

“Friends share, right,” she whispered. At first, Sweetie looked at the offering while Cozy nudged it closer to the others lips making it plain as to what she wanted the unicorn to do with it. Sweetie seemed to hesitate but soon gave in, sticking out her tongue to briefly touch the foal batter. There it remained for a moment, letting the taste sink in before she began to lap it up.

“Alright girls, that’s enough,” said Ace with a yawn as Sweetie began to move her body down. It was clear to him what she wanted to do, to lap all of the cum off the other’s body. And while such a thing would he erotic, the hour had grown late and he was far too tired.

“Ahhh,” came the cry of both fillies at once.

“Come on you two, time for bed,” chuckled Ace as he laid back down on the bed, bringing his stained blanket over him. He did have a couple spares down the hall, but sleep was quickly claiming him. The amount of energy he needed to do just a simple task right now was far too much for him. Briefly he yawned before looking at the pair again. “You’re both going to need your rest for what we’re going to be doing for the rest of the weekend.”

Both fillies looked at each other before letting out a defeated sigh. Either they knew he had a point or just that they were realizing that he was too tired to continue. Perhaps sleep was also catching up with them as well. From everything that they had just done, they had to be somewhat tired.

“Can we sleep with you then?” asked Sweetie.

“I don’t see why not,” replied Ace with a yawn. As his eyelids grew so very heavy, he watched as both fillies moved so that they two were under the covers. Cozy was laying on his right so that they were facing each other while Sweetie took the left, nuzzling her cheek briefly against his back. And soon all three of them drifted off to sleep.

3

That night, Aerial Ace found himself drifting from one lewd dream to the next. Not that he really noticed in this altered mental state. Everything just felt natural, as it should be. The pegasus didn’t find anything wrong while being on one of Rarity’s catwalks, pulling hard on the reins attached to the diamond studded bridle on Sweetie Belle as he fucked her tight little cunt for all of Ponyville to see. Nor did he find anything odd when he was helping Cheerilee with Sex Ed, Cozy lapping away at his cock while the teacher explained how he was getting so hard. At one point, he was on top of a cloud playing with the cunts of his two fillies as they looked down at the town. When they came, their juices rained down upon the town. They kept cumming and cumming until it was a downpour.

The longest dream sequence he had involved him laying on a bed of pillows, piled in such a way that he was laying upright in a sitting position. Around him were other stallions, sitting similarly to him with each having anywhere from one to three fillies around them. Each filly wore long stockings on each of their legs with bows tied at the base of their tails to keep them lifted upright. These fillies didn’t say a word, only moving to please their stallion. Some were feeding the stallions grapes and apple slices while others licked their ball sacks slowly, as if to ensure that they properly coated them with their saliva. Some of these ponies he knew. One stallion looked like Filthy Rich with Apple Bloom and Twist licking his member while Zipporwhill fed him one grape after another. Another stallion was Thunderlane who had Diamond Tiara lapping at the flat head of his cock, eyes closed, while the stallion’s hoof rubbed the little cunny of Silver Spoon.

A sudden gong was heard echoing through the room followed by large golden doors that weren’t there a moment ago opening. Within moments, Sweetie and Cozy entered the room in a canter. They were dressed similarly to all the other fillies with both having blue silk stockings on their legs. Together they eyed Aerial, their pupils turning into beating pink hearts as they approached him. As they moved closer he could see that their stockings were already becoming ruined, their juices flowing down their hind legs while their scent filled the air. All of the other stallions and fillies began to turn their attention to them as if they were the envy of all. Some part of Aerial believed that they were for he had picked them out of all others to make his own. That’s what made them far more special.

As if to prove this, the two fillies got to work showing up all the others in the room. Cozy went over to the fruit bowl nearest Aerial where she then bent her rear down. With great amusement he watched her, rubbing her flank upon the fruits so that they were all coated with her filly juices. But that wasn’t the point of what she was doing as Aerial soon found out. Soon enough she raised her cute little rump into the air before flapping her wings. Once she was off the ground, Cozy turned around to show that she had a thick apple slice in her fillyhood waiting just for him. Carefully she began to back up, doing her best to aim her flank at her stallion while Sweetie Belle went to work. The white filly had wasted no time in jumping onto his hardened cock, riding him like there was no tomorrow. The other fillies began to pleasure themselves as they watched Sweetie with envy, their own pleasure holes looking like they had never been pushed to the limits to take an adult stallion’s hard cock.

Finally the apple slice was in front of his face. Greedily Aerial took it with his teeth and swallowed it without chewing, forgetting that this should have been impossible. But such thoughts were pushed out of his mind as his tongue pushed itself deep into the cunt of this wicked pegasus. He heard her cry out as his muscle moved about inside her, twisting and lashing about as it pressed against her walls. Juices were quickly splashing against his chin while he felt Sweetie’s hooves wrapping around his barrel. When he did pull back from the rump of Cozy, he saw that all the other stallions had vanished from the room leaving only the harem of little fillies behind. All of them were crawling towards him, their flanks in the air which wiggled with each push towards him. So many of them looked lustful, horny for the same pleasure that he was giving these two. A part of him should have been scared, but no. Aerial allowed these sweethearts to crawl over him, watching as they made their way to his two treasures. Diamond Tiara was now necking Sweetie Belle who threw her head back as she never stopped thrusting down onto his pleasure shaft, Zipporwhill bringing her head down to lick the unicorn’s exposed clit. Another filly was in the air, making out with Cozy as two others licked her flank. More and more, the fillies began to bring their mouths to the three’s bodies to bring them pleasure. Most of all Aerial who soon felt like he was drowning in a sea of fillies who were pleasuring his entire body with their own.

Darkness then overtook Ace as the dream world began to fade into nothingness, signaling a call to reality. Yet in that darkness, the stallion could still feel something. Two small, wet appendages were caressing his length which had left its sheath. He could feel his ears twitching as he heard the slight moaning sounds which, due in part to a sluggish brain, sounded familiar.

Slowly Ace opened his eyes before suddenly closing them due to the light. Again he opened them, a bit more slowly as his head turned to look at the source: a window whose drapes were almost completely closed save for the middle. Light was pouring through that slight opening, shining brightly near his face. After taking a deep breath, Aerial Ace nearly shuddered at the powerful scent of muskiness that he was now aware that lingered within his room. So potent that he felt that if he opened his mouth he would be able to taste it on his tongue! Yet it was the power of that scent which helped to clear out the sleepy cobwebs of his brain, allowing Aerial to remember both his dreams as well as what he had done the night before. Looking around from side to side, he did not see the two fillies sleeping on either side of him.

Of course, it didn’t take him long to figure out where the two were as the feeling of twin tongues upon his balls continued. Looking down at the stained blanket, Ace found two large bumps under his covers close to where his own rump was. With a knowing grin, the stallion took hold of the blanket with his hoof before using all of his might to toss it off the bed. Neither filly took notice that they were no longer shrouded in darkness, their eyes closed as they lustfully licked Ace’s orbs as the blanket soared through the air before landing on the ground. It was plain to see that neither of them had bathed or washed up in the slightest since they had awoken. Cozy’s normally curly mane was flat, pressed against her coat as was Sweetie’s. Both of their coats had blotches on them, still caked with sweat and fluids from their sexual escapades from the night before. With the stained blanket off he could now better hear their light moaning and slight whimpering. What’s more, with the blanket off of them, a new scent was allowed to flow freely around the room and into his nostrils. Already he could smell their young sex juices flowing, no doubt their filly cunts were winking like mad as they continued to stain the bed.

“Cozy, you were right,” whispered Sweetie as she paused for a moment, her eyes slightly opening as she gazed down at Ace’s balls. “It does taste stronger in the morning. It’s so salty. It’s…magnificent!”

“You should never doubt your friends silly,” said Cozy as she pulled away, a slight smile appearing on her face as she looked down at Sweetie who had begun to lick the balls again. She then reached behind with her hoof to touch Sweetie’s upturned rump, earning a light squeal from the Crusader. But nothing more as Sweetie continued to lick Ace, moving up a bit to begin licking his shaft. “Here’s something you need to know about Daddy. He loves having his cock licked in the morning. Do a good job and you’ll get all the breakfast you need. A nice, creamy breakfast right from Daddy’s shaft. Ohhh, it’s so hot and creamy when it hits your tongue. I love having it fill my mouth and holding it so that I can just drown in Daddy’s flavor before I have to swallow! It’s the best meal of the day.” Cozy let out a lusty moan before she lunged her head forward to begin licking Ace’s cock as well.

The shaft began to twitch a little as the two tongues worked together in order to pleasure him. Sweetie’s was gliding up and down, stopping at the medial ring before descending down again towards his balls. But she had to be careful with her horn. While not sharp or pointy, it could cause some discomfort if she rubbed the tip against his flesh. As such she kept her head tilted, letting her saliva collect on her nose as she moved. As for Cozy, her efforts were focused on the upper part of his shaft. Her lips kissed the rim of his flat head, moaning louder and louder while also letting out varied pants no doubt smelling the precum that was already forming. Cozy then let out a bestial noise before her lips wrapped around the flat head, stretching her jaw as far as it could. Her spit began rolling down his length while her eyes began to roll into the back of her head, tongue lapping up his pre as she continued to moan.

“Well, well,” said Ace, grinning. “Isn’t this a sight? Two young, horny fillies waking me up like this. And it’s not even my birthday!”

“Cozy said you liked this Big Brother,” moaned Sweetie as she pulled back while her horn lit up. At first, Ace was a little taken aback by the ‘Big Brother’ remark. Yet that was quickly forgotten as he felt his member being wrapped in Sweetie’s magic like a well trained hoof or the claw of a griffon. As Sweetie dug her nose into his balls once more, her magic began to pump his cock up and down causing Ace’s hips to thrust upwards a little. He no longer cared what Sweetie wanted to call him in private. After all, Cozy liked to call him Daddy so this…this was nothing!

“Oh by the Sisters you’re learning fast,” gasped Ace. As he spoke, he could hear Sweetie’s licks getting louder and sloppier as well as feeling her lips turning upwards against his sack. “But, you know, I’m getting a little parched. Would you mind helping me out Sweetie?”

The white filly pulled back, her magic fizzling out as she looked at him with confusion. “But…I can’t levitate anything from the kitchen,” she said with a pout. “And I don’t want Cozy to have all the fun!”

“Oh, you’re not getting anything from the kitchen,” replied Ace with a grin, gesturing with his hoof for her to come closer. At first, Sweetie looked utterly confused. She looked over at Cozy, as if hoping she could help or explain. However, that wouldn’t be happening anytime soon as Cozy’s mouth was still wrapped around his head. But there was something in her eyes like an evil, knowing glint of excitement. She knew what Ace had planned…and wanted to see the surprised look on Sweetie’s face when it happened.

So still looking confused, Sweetie approached her stallion while glancing at his cock. Ace nearly chuckled as it seemed like she was in pain having to leave it. Hopefully she would like what was about to happen to her.

Once Sweetie was close enough, Ace’s hooves reached out to wrap around her neck and barrel, bringing her close. Utterly surprised, Sweetie let out a squeal before she was then silenced by a passionate kiss. With her mouth open, his tongue was able to enter instantly, sliding around inside the filly’s mouth with no trouble. There he began to caress the walls of her mouth as well as her tongue as he felt Sweetie’s body relaxing, surrendering to the pleasure of the kiss. With his hooves, he began to caress the filly’s back as he moved closer to her tiny slit. All of her tension seemed to melt, her mind quickly drowning in the sea of pleasure so much that she didn’t register one of his hooves pressing against her underage cunt. She was certainly damp, her pussy winking with desire to be filled while it grew even wetter in preparation. But that would have to wait as Ace quickly deepened the kiss, earning a lusty moan from her before she began to kiss his back. Or, at least, she tried to. Ace could feel her tongue trying to mimic his own actions, but with some hesitation. He could feel it timidly poking around as if fearful that she might do something wrong, something that might ruin this moment.

While Ace continued to make out with his latest young filly, Cozy was hard at work preparing his pleasure pole. At first her tiny mouth was still wrapped around the flat head, humming while her tongue lapped at his slit to send various waves of pleasure running down the stallion’s spine. She also tried her hardest to take more of his massive cock into her mouth, but she already had as much as she could and her tiny jaw could only stretch so far. Perhaps in a year or two things would be different, but for now this was it. Realizing her limitations, Cozy released her hold to begin licking his shaft rapidly to take the drool running down his length and spread it as much as possible.

Meanwhile, Ace had pulled away from the kiss to look at Sweetie. Her eyes were half lidded, making her look like she was in a daze as she panted madly. After a moment or two she began to lean forward, sticking out her tongue as she tried to resume what they had begun. Yet Ace only smiled wickedly at her as he held her at bay. With ease he picked her up with his hooves and turned her around, now staring at her matted tail, dripping cunt, and ponut. All there on full display for him.

“What are you doing?” asked Sweetie as she felt Ace’s hooves near her pleasure hole, spreading her lower lips. There was a bit of a panic in her voice, but one born out of being in the dark. And not enough to ask him to stop.

“I told you,” said Aerial Ace as he moved his head closer to her rump, his breath bearing down on her lower lips. “I’m feeling a little parched.” With that said, Ace began to move in.

Sweetie let out a high pitched squeal, her forelegs pressing against Ace’s chest as she arched her back in response to his tongue making contact with her outer folds. The motion was slow, starting near where her poking clit lay all the way to the opposite side as he took in her flavor. The juice of this filly was surprisingly sweet yet he could also detect a hint of saltiness mixed in as well, no doubt caused by her sweat soaked coat. But this did not sway him nor did he stop and order her to get cleaned up. No, Ace relished this dirty side of Sweetie as he continued their fun. His tongue moved, licking one side of her cunt lips before moving to the next to lap up her juices while making sure to make loud, sloppy noises as he did so that Sweetie could hear. A few moans were added to the mix as well as other sounds of approval so that Sweetie would know how much he was enjoying this. As he did, Sweetie continued to squeal as her head was thrown this way and that. Looking up, Ace could see her horn lighting up briefly as if she were about to cast a spell before being interrupted.

As Ace continued to lick Sweetie, Cozy moved away from his dick slightly to approach her new herd sister. While his attention was focused mostly on Sweetie, the unicorn’s sudden silence caught his notice and he looked up in time to see that Cozy’s lips had captured the other filly’s. Their make out session was fierce, with both of Cozy’s front hooves holding the side of Sweetie’s head while her wings kept her upright. When they parted, Sweetie was panting again like she had just finished the Running of the Leaves and he could just barely see a long strand of spittle connect the two before breaking.

“Watch me,” whispered Cozy, bringing her lips close to Sweetie’s again but not going in for the kiss. Instead their lips brushed against each other as Cozy spoke, seeming to keep her eyes locked onto Sweetie’s. “Watch me as I show you another way to please Daddy. You want to be a good little slutty filly for him, right? You want to make the one you love feel good, right?” Sweetie could only moan lewdly, Ace seeing Cozy as she began to nibble slightly on the other filly’s lower jaw and neck. “I’ll show you everything I’ve learned on being a good, slutty filly for Daddy. To pleasure him like an adult would. You want that, don’t you?”

“Yes,” cried Sweetie Belle in a long, dragged out moan. As Ace continued to lick her, he began to taste fresh sweat forming on her body. “I want to show Big Brother how much I love him!”

Cozy grinned, stealing one more kiss from Sweetie Belle before lifting herself into the air with her wing. Ace spared a glance as she began to lower herself onto the pillar of flesh below, adjusting her course and using her hind legs to hold it in place for herself. She was almost completely off the first time, her tail rubbing against his length as well as her round bottom. The second time was closer, hearing her gasp as he felt her ponut against his pecker. Of course, all she had to do from there was just slide forward a bit before allowing gravity to take full control, her wings ceasing to beat.

Sweetie let out a gasp as she watched her herd sister sink onto the dick and then another as she felt Ace’s tongue move into her hole. A throaty moan came from her throat as she body began to sway, the scent of renewed sex growing within the room. Ace could see that Sweetie was watching Cozy, lowering her body so she could better see the stallion’s pillar of flesh as it entered the pegasus. Cozy’s hole was stretched to the limit, slowly sinking deeper and deeper until her clit was touching his medial ring.

“See this?” asked Cozy through gritted teeth, tears of bliss running down her muzzle. “Daddy was the one to claim our tunnels for his own just like this!” She lifted herself up a bit before lowering herself down, still unable to pass his ring. “He’ll fill us with his seed, remarking us as his. One day, he’ll give us a foal of our own. Daddy will…Daddy will…I’ll be the Mommy to Daddy’s foal!” Cozy seemed to go out of it. Looking up again, Ace saw that Cozy’s eyes were half lidded while her jaw was hanging open. Droll was beginning to drip from her lips as her hips continued to move. It was a frantic movement, the filly’s body on full display as it bounced. It would have been a wonderful sight to just sit back and watch had Ace not been preoccupied with Sweetie.

“BIG BROTHER!” screamed Sweetie as Ace’s tongue plunged deep into the filly’s hole. He could feel her walls as they tightened around his tongue, much like how Cozy’s inner tunnel wrapped around his cock. Only it didn’t feel nearly as tight as those velvety folds squirted their juices onto his tongue, running down his jaw and onto his chest. More and more, he pushed himself deeper into his filly until he came upon a barrier that told him this was as far as he could go for now. So instead his tongue began to caress the sides of her walls, pushing on them and feeling them push back

“Yes, yes, yes,” came the cries of Cozy as she continued to bounce on Ace, her juices running down his cock. Her mouth was still hanging open, but her face looked far more delirious now with her lips turned slightly upwards and her eyes seeming to roll into the back of her head. With each bounce, droplets of sweat flew off her while her mane was becoming damp again. But she never seemed to slow down at all. She just kept speeding up, her tight walls clamping so hard around his dick that she no doubt felt every vein, as she raced towards that promise of complete euphoria.

Back with Sweetie Belle, Ace knew she was close. The filly was beginning to squirm almost uncontrollably while her panting increased. Like Cozy, sweat was now covering her body and he could feel her damp tail against his cheek. Grinning, Ace pulled his tongue out causing Sweetie to let out a whine. But before she could make any further protest, to cry out how close she was or to beg him to continue, the stallion gave her clit one hard lick. That was all it took to send her over the edge. With a cry, her body began to spasm with Ace’s only reply being to open his mouth fully as a stream of filly cum shot onto his face. It honestly surprised him to find so much could be in such a tiny body, but he drank what he could while the rest ran down his face.

As Sweetie’s body became limp, landing on Ace’s barrel as she fell into the afterglow of a powerful orgasm, Cozy was nearing her own climax. Her folds were trembling around his member, Ace able to feel every quiver they made due to the tightness of the filly. Lust was etched into her face and the only word she could now say was ‘yes’ on constant repeat. Sweat was bouncing off her tiny teats with every thrust she made in more rapid velocity. Not like Ace was doing any better. His member was twitching like mad, no doubt sending shockwaves of pleasure running through the filly, as the cum in his balls began to turn and his body telling him that soon he would cum.

Giving into his body’s desires, Ace thrusted his hips up to further spear the filly onto his cock several times, nearly knocking poor Sweetie off of him, before his load was fired deep inside Cozy Glow. He could feel the hot foal batter pouring inside of her small tunnels, no doubt hitting her womb at full force as it quickly became to fill her inner caverns while the filly howled with her own orgasmic delight. Her breathing became ragged as the white seed began to force its way out of her cunt, running down Ace’s cock near where Sweetie’s nose could easily sniff it out. While his cock did not go limp, Cozy fell over to the side as she separated from the dick with a ‘pop’ sound. She laid there on the stained mattress, an almost drunken look on her face as cum oozed out of her foal hole.

Sweetie let out a hum as she began to crawl over to his cock, sniffing the air as if she had just picked up a whiff of her favorite cookies baking in the oven. All Ace could see was the back of her head, but he could tell her eyes were fixed on the head of his cock which was heavily coated in his own cum. So cum so that the flat head almost appeared white instead of black! At first, Ace thought she was going to lick him clean while he watched her cute little pussy wink and droll right in front of him. But Ace was wrong. Sweetie Belle’s horn lit up to create a magical green aura around his member to hold it in place as she turned around. Now he could see the endless lust in her eyes.

“Big Brother, lets see if I learned everything right,” Sweetie purred as she began to move backwards, her cunt now touching the head of his cock.

Yet Ace had a different idea. “Hold on a second,” he said as wrapped the filly in his hooves again. Slowly he began to sit up, using his wings to keep himself balanced while turning Sweetie so that her back was against his chest. He could feel her heart beating faster like this, her magic still holding his cock in place so that it would enter her with ease. Sweetie Belle turned her head back to look at him, allowing Ace to capture her lips once more.

As the filly surrendered to the kiss once more, their tongues dancing once more while her magic began to fizzle, Ace lowered her onto his cock. Thanks to his cum acting like a lubricant, it managed to slip into Sweetie’s own tight folds. She seemed to scream into his mouth as his fleshy spear penetrated her slowly, spreading her as far as it could as he gently allowed her to descend. Her lips quivered slightly and tears began to appear in her eyes, Ace feeling them as they rolled down her cheeks and pressing against his. Yet Sweetie did not break their kiss, instead trying to deepen it.

Soon, Sweetie came to the part where her cunt folds were pressed against his medial ring making Ace halt her decent. There, the two continued to kiss, never noticing the shifting on the bed as their fellow herdmate began to move about. Sweetie was becoming a bit bolder in her skills, trying her best to have her tongue wrestle with Ace’s. Even though that was a losing battle for her. She moaned lewdly, no doubt tasting the left over traces of her juices in his mouth before finally the two slowly separated.

“You’re learning well,” whispered Ace before kissing the filly’s forehead. “But let me take it from here.”

As he spoke, Ace began to use his hooves to move Sweetie up. Again the filly let out a squeak of surprise before turning into a lewd moan, her head pressing against his shoulder as she no doubt began to feel the friction of his cock against her walls, because Ace sure as Tartarus felt it! He could feel her slick walls shift as they tried their best to make room for his member and could hear the slick noises they made as he moved her up and down. He could feel her liquids squirting out in the tiny gaps where their sexes met, further staining the bed while also running down his cock.

For a while, Ace continued like this feeling like the King of Equestria. Doing this, having sex with these young fillies, made him feel powerful. Hearing their moans, seeing how they threw themselves before his pleasure tool and worshipped it with loving devotion, telling him how much they loved him, made him feel like a god! And the best part was that they could continue this all day! For this day, he would get to buck these two sex loving foals until they memorized even vein and bump on his cock!

“Golly, that looks so tasty Daddy,” said Cozy in a husky voice. Before Ace could wonder what she meant, he felt her tongue on his medial ring as it began to slide upwards sending sparks through his pleasure zone. He felt her lap up the flavor of his cock as well as the added juices provided by Sweetie Belle before heading to their source. When the tongue left his member Sweetie Belle let out a cry, no doubt Cozy’s tongue had found her pearl.

“She’s so sweet, isn’t she daddy?” said Cozy, her tongue returning to his cock. Ace only let out a grunt as he began to move Sweetie faster, her head pressing harder against his shoulder as she cried out louder. “Almost as sweet as she looks, right? But we know the truth, don’t we Daddy? She’s just like me, a little filly whore who lives to be fucked by you Daddy! A naughty little filly who lies awake all night dreaming of having your cum running down her throat. Or imagining the day when your big, meaty pole will fill us completely!” She paused to lick them again, making sure it was as loud as possible. “I wonder which one of us will be able to take it all in first?”

“Big Brother, fuck me!” screamed Sweetie Belle, shaking her head and sending droplets of sweat from her mane all over the place. “Fuck me! Fuck me harder than you ever fucked my sister! Fuck all the class out of me and make me your dirty whore!”

Ace gritted his teeth a little. “You already are,” he managed to say before blowing his second load of the day into her. Sweetie let out a cry, her head resting on his shoulder while her mouth remained out. Rope after rope began to pound against her womb causing the filly to let out delirious noises as it instantly filled her. As he continued to cum, Cozy did her best to lap up the extra cum as it slid out of Sweetie. However, Sweetie seemed to have enough sense in her to tighten her pussy as best she could to keep as much seed inside of her meaning there was very little of Cozy’s favorite meal leaking out of her.

Not wanting to miss out of her protein shake, Cozy grabbed one of Sweetie’s hooves to pull her off of Ace. The white filly easily fell to the mattress, bouncing once before Cozy rolled her over so that Sweetie was looking up at the ceiling. “I’m getting hungry,” she said while getting on top of Sweetie, her head between the filly’s legs as she stared at the white goo moving down towards the unicorn’s ponut.

Ace sat there, watching as Cozy lowered her head closer to her herd sister’s snatch with her eyes hungrily focused on the white cream that was still flowing out of Sweetie. As she drew closer, Cozy licked her lips loudly while using her hooves to spread Sweetie’s legs as far as she could. Her head plunged forward to capture those lower lips with her own, tongue moving past the unicorn’s folds causing Sweetie to cry out once again. The sole adult in the room watched, his cock hardening once more as he saw Cozy’s sweat matted head turn left and right as she dug herself deeper into the cunt of Sweetie, making the loudest noises possible as she feasted on cum. He could see her tongue moving wildly, running along the sides of Sweetie’s walls to scoop up as much of his sticky white goo as possible before spooning it into her jaw. She moved so fast that Ace wondered if she even had time to swallow before she went for her next helping. While this was going on, Sweetie was weakly thrashing back and forth, lifting her head off the mattress before slamming it to the ground while making the weakest of noises. Her hips looked like they were about to buckle as a new orgasm rapidly approached, yet Sweetie managed to keep it at bay while letting out small moans.

Using her own hooves, Sweetie managed to spread Cozy’s rear ones. “I’m hungry too,” she said weakly before diving in. Sweetie appeared to be more restrained than Cozy, merely licking the other filly’s slit over and over again. Perhaps this was due to her still being new to all of this or she was just spent from all the sex they had had up until this point. Still Ace managed to see Sweetie lapping up her own helpings of cum, though not even close to the amount Cozy was getting.

For the next several minutes, Ace sat there watching the two fillies eating each other out while stroking his cock. Neither one seemed to notice him as their eyes closed, focused only on the flavor of his seed and the taste of the other filly. Yet, his semen would not last forever and Cozy soon found that her supply had quickly run out. Thus she moved her attention out of the white filly pussy and began to lick her outer lips to pick up traces of stallion cream. Cozy’s tongue flicked the other filly’s folds clean, even going as far as to take them into her mouth and suck on them, earning louder moans from Sweetie while Ace picked up the pace of his stroking.

Once both folds had been cleaned of Ace’s cream, Cozy’s face moved downwards to search for more. Down and down she went, licked whatever bits she could find until she came to Sweetie’s ponut. There was no hesitation at what she was about to do, Cozy’s tongue tracing the outer ring to the other filly’s back door.

“Cozy!” cried Sweetie as she threw her head back. “Y-You can’t…It’s dirty…It’s…”

“Tasty,” murmured Cozy as she gave it another long lick, taking in more of the cum that had found its way to the backdoor. Over and over she licked it, now having to struggle with Sweetie’s legs as they began to fidget wildly. No longer was Sweetie Belle pleasuring her partner, but letting out half moan half throaty groans as her head rolled from side to side. These noises would be interrupted by wild pants, the sweat on the white filly increased as it rolled down her sides. Not that anypony in the room cared anymore.

Sweetie’s cries took a turn as Cozy’s tongue began to slide insider the unicorn’s anal passageway. Ace’s pace increased almost becoming a blur as he watched Sweetie’s front hooves rise only then to slam down on the bed while Cozy let out lewd moans. Moans that no doubt sent vibrations to places Sweetie didn’t know she had. Sweetie’s hips were rising, almost bucking Cozy completely off of her but the tiny pegasus managed to cling on without her tongue losing its spot. The deeper she went in, the more Sweetie Belle trashed around but never making any noise to tell her to stop.

Finally, Sweetie Belle broke. With a final howl she began to cum harder than Ace had seen her cum thus far. Her juices slashed onto Cozy’s face and neck, drenching the filly almost completely. Cozy didn’t move out of the way, only making a noise of surprise before opening her mouth to take in as much as she could. As for Sweetie, the poor filly looked completely out of it. She laid there, completely still with her head staring at the ceiling with a goofy smile on her face. Her eyes had already rolled into the back of her head.

“Who wants a second helping?” grunted Ace, feeling his own end drawing near. As he got on his knees, hoof becoming even more of a blur, Cozy flopped off of Sweetie Belle who was still looking at the ceiling with a look of utter bliss. Perhaps she was in so deep that she no longer knew what was going on around her, her senses overtaken by her orgasmic high! Cozy, however, was not just going to let her lie there. Instead she helped the other filly up and managed to drag her over to Ace. Once they were both right in front of his cock, Cozy opened her mouth while pressing her wet cheek against Sweetie’s.

What a sight this was for Ace! He could now see Cozy’s face clearly as foal juice dripped from several spots. Her nose, lower muzzle, and even one of her ears! It almost looked like she had just dunked her entire head underwater, but he knew better. As for Sweetie, Ace could see the slight discoloration around her muzzle as proof of her eating Cozy out with a dopey look on her face. This was enough to put Ace over the edge, shooting more ropes of cum into the air which flew towards the two. Most of the first rope painted a stripe across Cozy’s face, just barely touching Sweetie’s. The second nearly hit Sweetie Belle in the eye while the third went from one nose to the next. Over and over, Ace came like mad as if to completely paint the faces of the two fillies with his cum.

When he was finally done, Ace sank back onto his rump before falling onto his back. Feeling worn out, he managed to turn to watch the two continue…for the most part. Cozy seemed to have tackled Sweetie onto the bed in order to lick as much cum off of the other who didn’t seem to realize what was going on. But Cozy was not just taking all the cum for herself. With every other mouthful, Cozy before bringing Sweetie Belle in for a kiss to deposit a large helping of foal batter into the other one’s mouth. Sweetie, for her part, was beginning to kiss her back with equal passion as she had given him. When the two parted, their tongues would be hanging out with thick threads of spit and cum connecting them together before it finally broke apart. Together they began to make more animalistic noises as they licked and kissed, growing louder the longer they went at it.

“That was amazing you two,” said Ace after a while, some of his strength returning. “But we can’t stay in bed all day.”

That got the attention of the two fillies who stopped in their make out session to look at his. “Why not?” asked Cozy as she shook her rump a little. “I thought all stallions love two watch two, sweet fillies making out in front of them.” A loud whine from her stomach was then heard, causing Cozy to pause in the middle of her display while looking embarrassed. As she got off Sweetie, the other filly’s stomach began to make a similar noise.

“That’s why,” said Ace with a knowing smile as he got out of bed. For a moment, he felt like doing what a dog would do and shaking off all the sweat on his mane and coat but thought better of it. “We’ll need a real meal if we’re going to have the energy to continue. Plus we need to clean up a little.”

“That makes sense,” said Sweetie, her stomach making another noise. “I mean, you are tastier and more filling than anything they had in Restaurant Row when Rarity took me there last…but I still need a real meal.”

Ace nodded as he walked to the door, glad that the fillies understood. “How about the two of you get washed up while I clean up and then make us a real breakfast,” he said as he opened the door. A rush of cooler, fresher air blew in revealing just how different it was. It was like exiting a sauna when you had been in there for hours, everything else just felt so much colder! It took a lot of control for him not to shiver in front of the two.

As both fillies left the room and headed to the bathroom, Ace went to work on the bedroom. Firstly, he began to gather the sheets and blankets which he set in a corner of the room while hearing the sound of the bathtub being filled in the distance. Once that was done, Ace wondered if he should open a window to allow some fresh air to circulate…but quickly realized what a bad idea that was. Anypony passing by would easily be able to smell what he had done, thankfully not knowing with whom. With how easily rumors were spread in this town, he didn’t need Rarity to get angry with him thinking that he had some sort of sex marathon while he was supposed to be watched Sweetie Belle. It wouldn’t be as bad as if she had found out with who he had been fucking like crazy, but the further she stayed off that path the better for everypony. So, instead, Ace opened a couple odor eaters and placed them around the room before collecting his things to take them to the wash. Once they were in, Ace came back to the room with some cleaning supplies so began rubbing the stains out of his bed. Thankfully, Zecora had sold him a few cleaning potions a while back so it wasn’t too difficult. Just one drop and each stain turned into a cloud that lifted into the air before going poof.

With the bedroom cleaned, and Ace realizing he would need to stock up on more of this cleaning potion, the stallion headed to the kitchen. However, as he walked, his now heavily perverted mind began to think more of the zebra who lived out there in the forest all alone. Before tonight, he had stared at that striped ass often, almost every time he came to visit and she turned around to give him an eyeful as she looked for what he was requesting. When he stood there, watching that flank shake slightly as she rummaged through her potions, Ace could not help but imagine plowing his dick into it or having her rhyming tongue wrapped around his member. Yet now, a new thought had entered into his head that he had never had before. Could Zecora make a potion to make herself a filly? Even just for a little while? For a brief moment, Ace began to picture a much smaller version of the potion maker as she spread her slit for him and-

Ace quickly shook his head, feeling his cock exiting his sheath once again. Now was not the time to think about such things and he’d better keep himself in check! If he kept on thinking like this, we’d soon become a villain himself plotting to turn all of Equestria’s mares into fillies to fuck senseless! Even if my dreams are getting a little out of control, thought Ace as he entered the kitchen, opening the cupboard door under the sink where the wipes were kept. There’s no way I’d be able to do that. And I’m perfectly happy with the two little ones I already have! Nodding to himself, Ace picked up the wipes with his wing and began to clean himself off.

Now slightly cleaner, and really the wipes could only do so much compared to an actual bath or shower, Ace began to pull various items out from his cupboards in order to make something special. He could have just pulled out a row of cereal boxes for the two fillies so they could choose, but Ace felt like they deserved something more filling. A breakfast that would give them more energy for the day ahead. Something like his slightly less famous than Pinkie Pie’s pancakes!

“Ok,” said Ace as he set the last item he needed, a large skillet, on the counter. “Let’s get to work.” And so, for the next several minutes, Ace went to work measuring and mixing while also chopping up various fruits to be used as toppings.

By the time the mixture was done and the skillet was hot, Cozy and Sweetie entered the kitchen. The two walked side by side, with no apparent animosity towards each other now that they were out of the bedroom. Both their coats had been washed and dried, giving them a nice shine. Their manes and tails had also been clean, styled into their usual fashion. If Ace didn’t know any better, he’d say that they were back to their normal selves. However, Ace did know better and could easily spot the differences. Both of their tails were raised higher than what would be expected along with a bit of a swagger in their flanks. There was also that hungry look in their eyes, a hunger that was not entirely for the food he was cooking up.

“Well, don’t you two look pretty,” said Ace with a grin as the two fillies approached him. “Did you have a nice bath?”

“Oh, we did,” said Cozy as she and Sweetie looked at each other before a giggle escaped. “It was very enjoyable Daddy.” Then, at the same time, the two leaned closer to begin making out right in front of him. Ace felt his cock beginning to slip out of its sheath as he watched Cozy’s tongue slide effortlessly into Sweetie’s mouth as she began to dominate the kiss. As the seconds ticked by, the kiss became more forceful so that Sweetie’s legs began to shake yet she did not try to break it off. Instead she let out lustful moans. Then, when they finally parted, they continued to look at each other with half lidded eyes and small smiles on their faces.

“We got to know each other much better Big Brother,” purred Sweetie. “Cozy showed me a couple more things that mares can do with each other while we cleaned each other off. It made bath time so much more fun.” She then turned to look at Ace with a sultry look. “Too bad you didn’t join us. I bet you would have loved to have watched us.”

“He still can later,” said Cozy as she too was now looking at Ace, the sexual hunger evident in her eyes. “Maybe after breakfast, he can sit on the toilet and watch as we soap each other up with our young, tight pussies. We can show him how I held you up against the wall, eating your little holes clean while Daddy strokes his big, stallion cock in front of us until he cums all over us. Then we’ll get to smell like Daddy all day! Or maybe we can help clean Daddy before he fucks us hard in the water. Daddy still needs to take a bath today unless he wants to walk around the house smelling like he just fucked his two hot little fillies.”

Ace paused for a minute, taking a breath to calm himself down as he looked at the two. “Cozy, where have you been getting those sorts of ideas?”

“Spoiled Rich has a ton of naughty books at her place,” said Cozy, shocking both Sweetie and Ace. “I found them when I was there playing with Diamond and Silver.”

“Figures,” said Ace as he went back to his work, mind drifting over to thoughts of the hag known as Spoiled Rich. His relationship with the Rich’s was more business-like than with most of the ponies in town, mostly doing repair work around their house with the occasional foalsitting job when their butler was unable to do it. And, to be honest, Filthy Rich wasn’t all that bad. He treated Ace alright, paid him a little more than what his work normally cost. Still, they saw each other as the employee and the employer. Nothing more. But as employers went, Mr. Rich wasn’t a bad person to work under.

The same could not be said about his wife.

Spoiled Rich was the living embodiment of the phrase ‘boss from Tartarus’. Whenever he came over there to do a job, he had to listen to her berate him endlessly for not getting it done quick enough or how incompetent he was or how it wasn’t how she pictured it in her head. Then there was the fact that more than once, she tried to deny him pay saying that it should have been enough of a privilege to work for her and to be in their home. Thankfully her husband was there to prevent this otherwise he would have gone to the authorities or a lawyer. Then there were the times she was drunk. How many times had he come over to find her on her second or third bottle of wine, slurring at him as she swayed from side to side or had to dodge a blow from her hoof?

As for the room Cozy mentioned, he knew all too well what she was talking about. Almost everypony in town knew that his marriage was a disaster, Spoiled having not slept in their bed for almost four years now. Sure they put on a show when they were meeting fancy ponies from this place or that, but it ended as soon as they were alone. And nopony really had the heart to let Filthy know that they knew that the two had been sleeping in separate rooms for years now. How did they know? A variety of sources really. Some pegasi had flown a little too close to the house, spotting the ‘couple’ sleeping in separate rooms, some of the staff had gossiped about it in hushed whispers, and even Spoiled had admitted that she slept there before quickly adding that she only did so when Filthy’s snoring kept her up too long. As for Ace, he knew more was going on. Sure some ponies suspected Spoiled was a cheating whore, but he had seen the proof with his own eyes. There had been days when, while Filthy was out at work, that Ace had spotted a rich looking unicorn entering the house before being lead upstairs followed by obvious sex noises coming from her room. When they came down, they continued to pay Ace little mind since he was just ‘the mindless help’.

Or at least that’s how the unicorns saw it.

“Listen to me carefully, because this is your only warning,” Spoiled had whispered harshly to him after one of her ‘guests’ had left, the reek of sex still clinging to her fur. “You saw nothing. You heard nothing. And if you have any ideas about telling my husband or trying to blackmail me then I will make sure they are your last. Suing you and dragging your name through the mud will be your best hope for, believe me, I can do so much worse.” And with that, she left without another word.

Sighing, Ace shook his head as he went back to cooking breakfast. While spilling the mix onto the skillet, he noticed that Cozy and Sweetie were putting on a little show for him to watch. Both fillies were in the middle of a heated make-out session, their lips pressed tightly against each other as they moved. There was a look of determination in Cozy’s eyes while Sweetie Belle looked like she was getting lost in the moment, her eyelids already twittering. The wet sounds they began to make, along with the lewd moaning, grew louder so that Ace had to strain his ears to hear the sound of the hot skillet. Breathing a little harder, his attention shifted from the two back to his cooking, not wanting their fun to be ruined by the fire alarm going off and the fire department racing in.

That, however, was a bit easier said than done as things became more heated. At some point when Ace wasn’t looking, Sweetie had been knocked back onto her flank and was slowly being rolled onto her back by Cozy. Said filly had moved her lips from Sweetie’s and had moved onto her neck. Sweetie let out the most adorable mews of pleasure as Cozy licked and nipped the white filly’s neck while moving up the jaw line. Bit by bit she moved up, crawling on top of Sweetie whose eyes were closed tightly shut. There was no longer any control of his cock which had now slipped fully out of its sheath once more as he saw the two fillies on top of each other, moaning while their tails were brushed out of the way in order to give him a clear view of their cunnies.

As Cozy began to nibble on Sweetie’s ear, Ace had to muster all his focus into finishing breakfast. Flipping the pancakes over and stacking the finished ones on top of each other, he kept an eye on the two. It didn’t take a genius to figure out that this was a show put on for his pleasure. Perhaps the two were getting closer, genuinely feeling their hormones raging inside their tiny bodies. However, both of them had made sure that they were doing this right where he could see them without any trouble as well as making sure that he got a clear view of their dripping sexes. They wanted him to see, to get turned on by everything they were doing. And they wanted him to join them. He would…but after breakfast!

“Cozy!” cried Sweetie as the two began to kick things up a notch…or twenty putting Ace’s resolve to the test. Cozy had positioned her body so that their clits were now touching, the pegasus filly beginning to grind her sex against Sweetie’s. As her hips circled and ground, Cozy’s lips began to travel all around Sweetie’s face. One moment she was nibbling the poor filly’s ear and then the next she was sucking on Sweetie’s neck. Moment by moment, the scene became wilder causing Ace’s cock to leak several large drops of pre-cum.

“Do you like this Sweetie?” asked Cozy as she pulled her face away. “Go on, tell me how much you like being a little whore in front of Daddy! Tell me how-” Cozy was interrupted, her eyes widening as Sweetie did something she didn’t expect. While Sweetie’s eyes were half lidded, seemingly lost in a haze of lust, she managed to reach up with her hooves to take hold of Cozy’s face before bringing her down for another kiss. At first, Cozy seemed frozen by this as Sweetie’s tongue appeared to have entered her mouth. But soon, Ace could see Cozy melting into it as she began to feel the pleasure. Their grinding continued only at a slower pace while their petals began to drip heavy doses of nectar onto the floor.

Thankfully, Ace was able to finish quickly. Breakfast that is. Using his wings, he carried two plates full of pancakes over to the kitchen table while his cock smacked against his belly with every step.

“Ok girls,” he said, calling out to the two. “Time to eat.” At first, the two paused and looked at each other as if wordlessly asking the other if they just wanted to continue. Then they looked over at Ace, saw his hard cock, and smiled. Together they got to their hooves and approached the table. Strangely, they did not do anything to Ace. Just walking past him to look at the pancakes.

“Hmm, this looks really good Big Brother,” said Sweetie in an innocent tone as she picked up a fork and knife with her magic that Ace had also brought over.

“Daddy makes the best pancakes,” said Cozy, an evil look in her eyes as she sat there. “But they are so much better with his special sauce.”

“Special sauce?” echoes Sweetie as she too gained a slightly evil expression. Then, as one, they both turned to look at Ace. Or, rather, they turned to look at his still at full mast cock.

As for Ace, he was well past the point where he could fight it. He knew what they wanted, what they were going to do and so he decided to just go along with it. Without a word, he took to the air where he began to hover in the air over their plates. As both fillies watched in awe, he positioned his body so that his rock hard cock was pointed between their plates.

Once he was all set, Ace put on a show for his two fillies. He began to stroke his member as hard and fast as he could, gritting his teeth as he struggled to do this while staying airborne. Closing his eyes, Ace began to picture the two with his cum overflowing from their pussies once again. Only now he added in their bulging bellies, each one carrying his foal as they made out with each other. Yes, that image along with what he had just seen was helping speed this along. However, it was difficult to hold on that image while staying in the air and also rubbing one out like this. Not something they teach you in flight school nor was it something that Ace did all that often.

Within minutes, his seed shot from his cock. It spilled on top of their pancakes like white maple syrup, coating and rolling down the sides with each rope that was fired. Cracking an eye open, he saw that his fillies were watching their food with hungry expressions on their faces. And, before the last rope was fired, they began to dig in. Neither of them bothered with their utensils, instead eating it like wild animals and rubbing their faces in it while ropes of cum hit their manes. Loudly they ate, shaking their heads to get as much in as possible until they were licking their plates clean.

When it was over and Ace had landed, he looked at the two. Both had chunks of pancake slowly sliding down their faces, long streaks of cum here and there. Cum also matted their manes, on Cozy dripping down from one of her curls. Their tongues were hanging out, clearly panting as they looked at him with heart shaped eyes clearly wanting more. Oh, what had he done to these two to make them suck cock hungry whore?

Smiling, Ace reached out to take hold of them and listened as they squealed with joy as he took them down to the bathroom. It was time to take another bath.