Ace’s Foalsitting Fiasco

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.