Ace’s Foalsitting Fiasco

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.