Starlight Glimmer sleepily lifted her head as a knock on the door of Trixie's coach woke her up. Cryptic bumbled in, looking sleepy. Trixie snored loudly in her hammock. Confused, she asked him what was wrong.

"I had a bad dream," he panted. "I kept dying over and over. So... I just came in here to... "

He trailed off, like he had no idea where he was going with that. Starlight was too sluggish to fully process that or what it might mean. She shook her head back and forth, as if to shake out the spare thoughts drifting around aimlessly like fish in a bowl. He looked scared and his big crimson eyes were wide. It kind of looked like maybe he had been crying too.

She reached out to pat his shoulder and give him a hug.

Glimmer embraced him to comfort him then stopped. Something hard was pressing against her tummy. Cryptic turned bright red and stammered an excuse that didn't even sound like Ponish.

"Do dreams where you die often get you hard?" Starlight asked with a dry tone. Cryptic didn't trust himself to speak and shook his head back and forth rapidly. He crossed his hooves over his abdomen, as if to block it from her view.

"Chill," she said. "I've seen naked stallions and a cock before. I'm not a virgin."

"Oh, y-you're not? I kind of thought..." then he stopped and his blush deepened. "I don't know why I thought that. You do seem very worldly and experienced. So did you and Sunburst...?"

"No, I enhanced Trixie."

Trixie coughed and rolled over in her hammock, her eyes flicking over. There were bright purple and she took in Cryptic and Glimmer's stances and blushing immediately. She grabbed her hat, crammed it on her head, with her pale white and cyan hair looking ruffled and out of place still. She glared at Starlight.

"You're flirting with your new playmate and you didn't wake me up? You're a bad friend."

"I'm a good friend," Glimmer corrected with a smile. "Because I'm going to share him with you. Poor dear had a bad night and needs something to forget about it. Apparently death turns him on."

"It doesn't!" Cryptic squeaked. "I don't know why I'm hard!"

Starlight Glimmer turned around and waggled her flank at him. He started sweating a bit, his eyes locked on her ample hindquarters. She backed up toward him, sashaying seductive. His cock twitched in anticipation. She nuzzled his cheek, rubbing her fluffy cheeks back and forth against his. She reached down to grab his horsecock and pump it up and down experimentally. Behind them, Trixie had somehow found popcorn already in a bad and was eating it. That distracted Cryptic a little and he chuckled.

"Oh, am I funny to you, hotshot?"

"N-no, it's not you... it's... nnnnn...n-n-nevermind, keep going... nnnn..."

Starlight had bent down to put her body underneath his, her head bumping his stomach. She wrapped her lips around his penis and sucked on it tentatively. Cryptic was already oozing precum, he was so pent up. Or, apparently, he was pent-up. He didn't know why he was so horny tonight or what set him off.

His chest felt like it was burning as she applied her tender ministrations with her mouth. He held his hooves to his heart, beating really hard. He could feel the blood pumping in his ears. The inside of her mouth was hot and wet and her tongue danced over his throbbing member. He could scarcely think. The suction and pressure of her mouth was incredible as she swallowed more of his length into her willing softness. Starlight opened her jaw as wide as it would go. She managed to keep her teeth out of the way by holding her lips over them and it made everything feel slick and smooth and damp. His penis felt incredibly warm and embraced.

Trixie's scoffed and swung the hammock back and forth, jumping down. "Amateur hour, I see. Let's speed things up."

The sensation of Glimmer's tongue weaving along the underside of his phallus and going around the nobs on the edges of his cock. She then dove forward to push her tongue against his urethra, hard. Cryptic groaned in pleasure and joy. His legs were trembling. Soon, he gave that up and lay down on his side on the carpet on the floor of the coach.

Trixie took Starlight's head in her hooves.

"Mmph?" Starlight asked, her mouth full of cock.

Trixie whispered something in her ear and Starlight nodded. Trixie began to leverage her head up and down his shaft manually. Starlight made flustered sounds, her breath hitching and gagging. There was a delicious sensation of warmth and a tingling all over. Her eyes flicked up to meet his, her lilac irises enormous and her pupils dilated. Cryptic had goosebumps creep over him as his fur lifted slightly. It was like his entire body was in a state of emergency and only her depths could quench his fire.

Her marefriend pushed her ever harder down the length of his penis, and he felt the head of his cock go past her uvula into her throat. Starlight's eyes got really big as she could no longer get oxygen. She shut her eyes tightly in concentration, her eyebrows screwed up with focus. Finally, she slapped Trixie's hoof and erupted off his cock with a great big desperate gasp for air.

"You okay?" Cryptic asked.

She gave a shaky grin, wiping drool over her face and chin as copious amounts of saliva linked her mouth to his reproductive unit. "Sure, just need a quick break."

"Did I go too far?"

"Nah, you did it perf," Starlight replied, with a bright smile at Trixie. "I love it when you dominate me."

The blue pony reached out to pet the purple unicorn and stroke her hair proudly. She leaned closer to Cryptic. "Did you forget your bad dreams?"

"Oh, yes," he said eagerly then amended to: "Oh no. No, I still have so much bothering me. After all, I only savored her and I haven't finished yet. The glass is only half full."

"More like you have two glasses," Starlight muttered under her breath. Trixie smacked her lightly with her hoof on the shoulder. "Don't sass your Master."

"Yes, Mistress."

"M-master?!" Cryptic said, surprised. "I, um, actually I don't like her calling me that. Or you. I feel like we should be equals."

"We'll work on it," Trixie promised. She reached down with her hoof to touch him softly. Cryptic's whole body jumped with that touch, he was so sensitive.

"That's so cute," she purred.

To be continued...

Author's Note

This was actually a lot harder to write than I thought it would be.

https://open.spotify.com/track/0C6EIiQu8CS4eYtOCMEiAd?si=Jov5mmvaRwurIoOnwudIQg