Chapter 4: A Heart of Bubbles

Flash Sentry let out a huff of air in a vain effort to build up some courage. At least, that’s what he was telling himself. In truth, he couldn’t think straight, his knees were wobbly, and his stomach was doing such magnificent summersaults he started to wonder if he could join a circus.

He was nervous. Beyond nervous, even. He was dreading what was to come. For the duration of his patrol, he couldn’t think about anything else but his best friend. He had been so badly afflicted that the Platoon Leader had asked him if he was feeling okay. Somehow, he managed to marginally perform his duties for the duration of his mission. After returning, the first thing he did was take a shower and go to sleep.

Early in the morning he woke up, ate his breakfast, kissed Twilight and Sunset as they slept, and headed out to meet Derpy at her home knowing she would be there given it was her free day from work. And now, as he stood in front of her door, he had to force his hand into a fist so he could knock the wooden surface.

“Everything’s going to be fine,” he whispered, unable to keep his hand from shaking. “We’re adults. We are going to talk like adults. She’s your best friend. There’s… there’s nothing to be afraid of… right?” He breathed out a troubled sigh. Deciding it was better to get things underway (and silently preparing himself for the worst possible outcome, just in case), he knocked on the door. Then knocked again after a few silent seconds. Knocking a third time and going without response, he began to worry.

Knowing she kept a spare key behind a loose piece of wood above the doorframe, he used it to open the door. Letting himself inside, he closed the door after his passing. Before he could call out her name, he heard a gentle muffled sound coming from upstairs. Sighing in relief that she was apparently unharmed, he decided to check she was truly alright. As he advanced, he heard her weak moans increase in volume and he also noticed that the musky scent of a mare in heat increased as he approached; causing a stir in his pants.

Frowning at his natural reaction, he continued.

“F-Flash…”

He heard Derpy call his name softly causing him to smile. He noticed how groggy her voice was and his lingering fear sank, now knowing she was merely sleeping and probably having a dream. Not wanting to wake her up abruptly, he approached slowly with the aid of his wings to avoid making too much noise with his steps. It didn’t take long to reach her room and the wide-open door. Sneaking a glance inside with a smile plastered on his face, ready to enjoy the adorable sight of a sleeping Derpy before having to wake her up for their… talk, Flash suddenly felt his smile drop faster than a whirlwind dive the moment his eyes laid witness to an impossible scene.

“Flaaaash…” the grey coated mare moaned his name, the letters sounding sweeter than honeysuckle past her lips.

Flash’s eyes focused on his best friend lying on her bed, legs spread wide, fingers playing with her lovely rosebud, the other hand pumping a dildo the same color as his coat in and out of her leaking cunt. Her legs were trembling like jelly, her breathing was ragged but not forced, and her honey eyes were wide… too wide… and looking right at him.

“FLASH!?” She shouted before pulling the cover on top of her. “What the hay!? Don’t you know how to knock!?”

“I knocked several times but you didn’t answer!” Stepping inside her bedroom he explained himself. “I was worried something might’ve happened to you,” he said as he stared at her blushing face. He smirked playfully upon seeing her anger dying down. “I guess you were just busy?”

Derpy’s face lit up brighter and she used her wings to conceal her face. “J-Just leave!”

Flash turned to do precisely that, but before he took a step forward, he stopped. He turned back to see Derpy; his foalhood friend and closest confidant. Seeing her watching intently at him for several seconds, Flash did something that had been drilled into every Guard not to do: an emotional decision.

“Flash… w-what are you doing?” Derpy muttered, her wings faltering and her hands letting go of the protective bed sheets covering her modesty. She watched as Flash stripped himself in front of her, down to his underwear. She felt her pussy clench tightly around the dildo still lodged deep within her cunny at the sight of his bare form. Looking at his eyes, she asked. “F-Flash?”

“We used to take baths together, remember? Plus, I just saw you naked so I think trivial things like clothes are out of the window right now,” he said, his tone as nonchalant as he could manage to make it. He then approached the bed until he stood at the left, unoccupied side, and casually laid on it.

Derpy felt her heart beating hard and fast some ponies might confuse it for a war-drum. She could smell him as he laid next to her, almost hearing his muscles flex. Not to mention how laid-back he acted, uncaring that his hard member was standing tall like the mast of a ship right in front of her. Gulping down her nerves and deciding to act despite the fogginess clouding her mind, Derpy dropped her covers to then lay next to Flash.

For several minutes they laid on the bed without saying anything as they stared at the ceiling. Flash cleared his throat. “Sooo… are you going to take that out?” He asked pointing between her legs.

“...S-Sorry,” she apologized. Before she could reach it, Flash interjected.

“Do you mind if I take care of it?” He asked, his head turning to face her.

Derpy blushed fiercely before nodding. Spreading her legs a little to give Flash ample space to maneuver. “D-Don’t you find me… gross?”

Flash blinked twice. “No? Why would I find you gross?” He replied as he reached in between her legs, his fingers grabbing the drenched base of the dildo. As he slowly pulled it out, he continued. “Most ponies masturbate regularly. It’s natural.”

Derpy moaned and groaned in pleasure as her insides returned to their natural tightness with each inch the fake cock retreated from her pussy. In the end, she let out a long moan, her cunt squirting a little; refusing to let go of the familiar object so easily and making a wet, lewd sound once the tip popped out of her folds.

“B-but I was… thinking about you, Flash,” she looked away. “I’m a disgusting mare.”

“Ha! I hardly call that disgusting, Derps,” said Flash. “I actually find it flattering and hot. You wouldn’t believe how many times I’ve caught Twilight masturbating to me before.”

Looking at him with hopeful eyes, she muttered. “Really? Princess Twilight?”

“Pffft, of course! She’s a mare first and foremost, Derps,” idly, he brought the dildo and placed it next to his own length. His suspicions were confirmed as the fack cock was the size of the average stallionhood in both length and girth; his phallus absolutely overshadowing the piece of plastic. “Judging by the color, I guess this takes my place?”

“Y-Yeah,” she admitted. There was no point in denying anything now. “I… uhh… I named it ‘Lil Flash.”

Flash’s expression turned to a mix of puzzlement and barely contained laughter as he stared at Derpy’s blushing face. “Well… you won’t be needing this thing anymore!” He declared, his voice cracking a little as he tried not to laugh or chuckle, and tossed it to the side. The rumbling of a trash can was heard. “Three points!”

“Do you have any idea how much that cost me!?” She protested. “I had it custom made! Custom made!” She smacked his forearm a few times. Then, the two broke into a fit of laughter that lasted several seconds. Once it was over, Flash reached for Derpy and pulled her to him until her head was resting against his chest. “Flash?”

“How long have you been in love with me, Derps?” He asked gently, softly.

Derpy relaxed, smiling to herself as she didn’t notice any change in his voice. His tone and manner of talking to her were the same as always. That comforted her more than him trying to treat her like a regular mare. “I don’t know… I think… before entering Magic University?”

Flash whistled. “That far back? Why… why didn’t you say anything back then?”

Derpy sighed. “Because of the attack…”

Suddenly, Flash felt a surge of hatred flow through him. “Oh.”

“Flashie.”

Flash closed his eyes for a moment, his hate diminishing. “Sorry, sorry. It’s just that… that bastard,” he shook his head. “At least he is rotting in prison.”

“You know, I never thanked you for becoming a Guard because of what happened to my eyes,” she said, gently nuzzling his chest.

“After what that crazy bastard caused… I knew my call was to be a Guard to protect the innocent and those precious to me, Derps. But why didn’t you say anything about your feelings after you healed up?” He questioned.

“I never healed up, Flashie. Not in spirit,” she replied, her heart aching as she allowed the gates she had concealed inside it to finally burst open. He was her best friend and she already kissed him. Whatever excuse she had planned for the past four days were obliterated the moment she saw Flash peeking inside her room while she masturbated. And now that they were lying naked in her bed, so casually to make things sting a little bit more, there was no use to dance around the subject or try to find an excuse.

She knew this conversation would either end their friendship or somehow patch it up enough to hold a false pretense of normality between them.

“When the doctor undid the bandages and I saw my reflection and my eyes, I cried. Even after you came to see me and treated me as if nothing had happened… I still cried. Some took pity on me, others laughed. But you… you never treated me differently, Flashie. Thank you,” she kissed his chest.

Flash hugged her close. “Why would I treat you any different for something out of your control, Derps? And I wasn’t the only one. Daisy, Vinyl, Octavia, Doc, Whizz, Biceps, and even that prick of Spring Bushes treated you the same. It wasn’t only me,” he kissed the top of her head. “But that still doesn’t answer my question.”

She clenched her hands. “I was actually going to do it. But by the time I mustered my courage, you asked Sunset out for a date. I knew I lost my chance.”

“Derps…”

“But I was happy for you!” She shifted in order for their faces to meet. “Sunset was bad news back then, but you truly loved her! And look at you now! She’s in your herd and you’re all so happy together now. Really, I’m glad I didn’t confess!”

“Derps.”

“I mean, just look at me! I have lazy eyes, I am clumsy, I break things all the time, and I’m nothing to look at!”

“Derpy.”

“Even my surname says just how stupid I am! What about looks? I’m plain! I can barely call myself a mare!”

“Derpy!”

“My hips aren’t that wide, my breasts are small compared with almost every other mare in town! For Celestia’s sake, even fillies have a better figure than mine! I’m just a stupid, ugly mare! And--”

“Ditzy Derpy Hooves Doo, shut up!”

Derpy froze upon hearing her full name being spoken. It was then that she noticed her vision had been obscured by her tidal wave of bottled up emotions, but she wasn’t crying. She had done a lot of that in the past and was sick of it. Once she realized everything she had said, she focused on Flash’s face and found… not anger, but rather a deep sadness.

“Is that what you really think of yourself?” He asked gently.

She felt him caressing one of her arms, fingers slithering down to meet hers and entwine. She allowed it. For as much as she wanted to rage, to let all her frustration out, she couldn’t. Not on him. “That’s what I am. We both know I graduated only because the School Board took pity on me.”

“You graduated because you persevered, Derps. No matter what happened to you, you didn’t give up. So many others dropped out and they didn’t have an excuse. But not you,” he countered. “I know life hasn’t been easy on you, but you never gave up,” he smiled at her, fingers caressing her cheek. “That’s the one thing I admire about you the most. You never allowed your heart to grow dark or resentful. You were always and still are the most precious, adorable, kind hearted, and helpful mare I know, Derps.”

Derpy stared at Flash’s icy blue eyes, finding that familiar warmth they always reflected. Leaning towards him, she didn’t stop until their lips met in a chaste kiss that was over as soon as it started.

The stallion was ready for it this time, so there was no surprise or momentary awkwardness like the previous time she kissed him on the lips. The tingly sensation on his lips melted away his fears and drove him to action. With a series of swift but gentle movements, he forced the honey-eyed mare to sit on his belly. He stared at her bare form for several moments, his cheeks tinged with red, until he eventually found his voice once more. “You’re beautiful, Derps. Gorgeous.”

Derpy averted her gaze. “You’re just saying that to make me feel better, Flash. I know my body.”

“Then you know I speak the truth,” his hands found her hips and slowly crawled up her sides, making sure to caress her skin, fur, and muscles with light grips. While he couldn’t deny she wasn’t quite as built as most mares usually were, he really couldn’t find her to be anything less than beautiful. Her frame was slender and petite. She didn’t have wide hips, hers were more suited for sharp movements. She lacked body fat and muscles, but her lithe exterior only served to make her more alluring. She didn’t have the waist and shape of a supermodel, but in turn she was healthy without any extra fat nor lacking skin.

Going up, he reached her average-sized breasts. His eyes were fixated on their gentle rise and fall with every breath she took. How her light-yellowish nipples looked like small buds of honey freshly made by bees. His hands grabbed them with ease, their size more than enough to allow him a firm squeeze. They were incredibly soft, compact, and, like everything else regarding her body, suited her like a glove. She wasn’t buxom or anything of the sort. Even her most visually appealing aspect, her derriere, wasn’t as big or prominent thanks to her slenderness.

But it suited her. And that made her beauty and charm ever more evident.

Derpy turned her gaze back to Flash’s when, as his hands grasped her soft, bubbly butt and thighs after finishing inspecting her breasts, she felt his stiff cock smack against her crack, tail, and back. Eager and clearly very, very excited. She shivered when a particularly hard jerk of his cock smeared a wad of pre-cum across her lower back.

“You’re a lovely mare, Derps,” he stated without hesitation; his tone of assertion the same as someone claiming an immutable fact.

“You… Do you really think so? You’re not just saying that, right?” She asked fearfully, her body tensing even while Flash’s hands caressed her lovingly. “I--I’m pretty to you, right?”

“You’re not just pretty to me, Derps. You are pretty. Beautiful. Gorgeous,” taking a firm hold of her hips, he rose up to hug the mare tightly. Pressing his forehead against hers, he continued. “Anypony with eyes can see that.”

“You’re such a dork,” she muttered, happy tears falling from her eyes. “I… I love you, Flash. I’ve loved you for a long time.”

Flash felt his heart flutter and his stomach became a garden for butterflies. “I love you too, Derps,” he kissed her cheek. “After I broke up with Sunset and before Twilight came along, you were the only constant in my life. I… uhh… I even thought about asking you out, but I could never muster the courage to do it… or maybe I didn’t do it because I wasn’t weak enough,” he closed his eyes. “We’ve known each other since we were foals. I even saw you as my little sister when we were growing up, but… but… oh, wow… fighting manticores is easier than this.”

“What’s wrong, Flash? You know you can tell me anything, right?” She reminded him, amused and intrigued by the uncharacteristic nervousness he was displaying.

“Something I’ve never told anyone. Not even my mom,” steeling his heart for what was to come, he continued. “It’s the only secret I ever kept from you, Derps. You know, there’s a lot of things I haven’t told Twilight, Sunset, Bon Bon or Lyra yet. Like how terrified I am of crickets.”

“Or how you hate celery?” She teased.

They shared a little laugh before Flash continued, now more secure of himself. “Well… you were my first crush, Derps.”

Derpy pulled back, astonished by the revelation. “I was… really?”

He rubbed the back of his neck, offering her a sheepish smile. “Y-Yeah… and I felt so dirty for thinking about you that way. We were practically siblings, but when I realized I had a crush on you, I started to see you as a mare, technically a filly back then, rather than a little sister and my best friend,” he sighed, defeated and tired. “I never said anything about it because I felt like I was insulting you and I was afraid that, were I to say anything, then our friendship would be lost.”

“That’s why I didn’t ask you out after breaking up with Sunset. I don’t think I would’ve handled you thinking of me as disgusting or believing you were little more than her replacement. No one deserves to feel like that,” he pressed his forehead against hers again. “I’m glad I was strong enough to not do it. My life would suck without you in it, Derps.”

“Oh, Flashie,” Derpy draped her arms around his neck. Then, their lips met once more, but this time they remained united for several moments. As their tongues slowly lapped each other, coiling around and dancing to a new, unknown tune, their hands busy themselves exploring their bodies. She moaned into his mouth, elated and happy to finally be kissing the stallion she had fallen in love with since before entering Magic University.

Her hands grasped his back, touching his wings, and massaging his rich muscles. She could feel his pecs pressed against her modest-sized breasts; her hard nipples brushing against his fur. His strong hands, so gentle and familiar, moved alongside her back, thighs, and buttocks. He grasped and squeezed and touched her however he saw fit, but never harshly and always mindful to avoid causing her pain, especially when he grasped her dock and pulled at it. “Mmmmhhmmm~” she moaned in response to the new tingly pain and pleasure she felt.

Their lips finally broke their union willingly after unknown minutes had passed. As they panted for air, Flash didn’t want to end their union to end just yet. Reaching for her lips one again, he plunged his tongue inside her mouth in order to capture her wriggling appendage and drive it out of hiding. Once outside, he proceeded to suck and lap her hot tongue for a few seconds, not giving a damn about the mixed drool that fell to stain their furs.

“Join my herd,” Flash said once his playful need was satiated. “Become one of my mares, Derps. Please,” he pleaded, hugging her tightly as he pressed his snout against the nape of her neck in order to breathe her aroma.

“Yes. A thousand times yes, Flash. I want to join your herd,” she kissed him. “I want to be your mare,” and again. “And bear your foals,” and again they kissed; the mare smiling as she felt his stiff cock throbbing and smacking her bottom insistently.

They spent another couple of minutes making out and enjoying themselves for the first time in an entirely new light. When they had their fill, Derpy pulled back. “Can we go to the Castle?”

“The Castle?” Flash repeated, but it quickly clicked the reason for her request. Wordlessly, he let go of her; allowing them both to climb out of the bed. He saw her reach for her panties, but stopped her before she could grasp them. “You won’t be needing them soon enough, Derps,” he said against her ear whilst he hugged her from behind.

Derpy blushed but nodded, her marehood leaking as she put on a knee-long sundress. Deciding to forego the use of a bra, she turned to face Flash after putting on a simple pair of shoes. She saw him struggle a little to properly accommodate his pulsating erection inside his pants, but he managed. After putting his shirt back on, he offered her his hand and she took it, their fingers entwining as they left the room and seconds later the house.

As they made their way to the Castle, Flash noticed how Derpy, despite her obvious happiness, was trying to hide their holding hands and that her step was skewed by hesitation. Opting to take the lead and deal with any ill consequences later, he pulled their hands out in the open and kept them there as they walked. He also leaned to the side, forcing Derpy to rely just a little bit on him for balance.

The change was immediate and Derpy blushed at his actions. It didn’t take long for them to run into several familiar faces. Doc was the first and nodded at his friends approvingly, muttering something as he smiled. Big Mac also saw them, as well as Cheerilee, Aloe, Lotus, Cranky, Redheart, Filthy, and many others, all seemingly happy and relieved to see them holding hands like that.

“...Why am I getting the feeling they knew something we didn’t?” He asked. A second later, he shook his head. “Doesn’t matter. I have my Derps all to myself now.”

Derpy merely giggled, her stance easing visibly and resting her head against his forearm.

It took them a few minutes extra of travel, mainly because they were in no rush to get to their destination and desired to spend a few calm, relaxing moments just the two of them alone. When they arrived at the Castle the two of them were greeted by Spike and his herd. The six usual girls were found with a new member in the form of Gabby. Spike and Flash stared at each other for a moment and then nodded simultaneously. Their eyes glistening with manly understanding.

As Spike and his herd left, Flash and Derpy entered the Castle. It only took them a few minutes to reach the library where, to his surprise, found not only Twilight and Sunset, but Lyra and Bon Bon as well. He had planned to leave Derpy with Twilight and Sunset while he went to fetch his fillyfooler herd mates, but he didn’t mind seeing them present.

“And here I was wondering why you left without waking us up, Flash,” Twilight spoke before putting aside the book she was reading.

“Gone to finally fetch Derpy up!” Lyra clapped. “Man, I thought you’d never realize just how much you two love each other!”

“Lyra, don’t embarrass the poor mare, just look at her,” Bon Bon said before sipping on some coffee. “As for you, Flash, if you make her cry, I swear I’m going to show you a little technique I call ‘unfoaler’,” she said with an evil glint in her eyes.

Sunset stood up from her chair and walked up to Derpy. Once she was in front of her, she hugged the blondie. “Sorry for being a bitch in the past, Derpy. And welcome to the sisterhood,” she finished with a kiss to her cheek.

Derpy blushed, nodded, and sniffed trying to hold back happy tears. After everyone was seated, the two lovebirds explained what had happened and the little chat they had back in Derpy’s house.

“So I asked him to take me here before you to ask all of you if you’re okay with me joining your herd? I know Flash already invited me, but the other mares have to approve too,” Derpy ended in a shy, but calm tone; her hand never letting go of Flash’s.

“Girl, you are more than welcome,” Bon Bon started. “We’ve known each other for a long while and you bake the best muffins this side of Equestria. I don’t care much if that dick attached to that body,” she pointed at Flash. “Already approved of you or not, he’s just a lousy stallion that can quench a mare’s heat and that’s that.”

“Still mad about me leaving you tied up I see,” Flash replied with a shit-eating grin.

“You’re lucky I was able to get out in less than an hour. Screw the Guard and how well they teach their soldiers how to properly tie a pony up,” Bon Bon scoffed.

Flash opened his mouth that it wasn’t the Guard that taught him how to do it, but decided to keep his mouth shut for his friend’s safety.

“The more the merrier! Seriously, Flash, what took you so long to see how much the poor filly loved you and how much you wanted to hug and kiss her?” Lyra laughed while Derpy fidgeted and blushed, mumbling incoherent happy noises.

“I already approved. She’s so damn nice and lovable that I never did anything bad to her back in University. Derpy’s just too cute~” Sunset teased, using a finger to poke at her cheek.

“I will approve of her under one condition,” Twilight said in a dead-serious tone that made everypony freeze in surprise. As she stood up and walked over to Derpy, the blonde mare gasped as Twilight knelt before her. “Teach me how to bake muffins. They are delicious… and Spike refuses to bake me more than five dozens a week!”

“...Five dozens all for herself?”

“Alicorns, babe. Can eat like pigs without consequence.”

“Sign me up for Princesshood, then!”

Derpy laughed openly as she helped Twilight up. Once her laughter turned more manageable, she hugged the Princess of Friendship. Then she hugged Sunset followed up by Lyra and Bon Bon. “Thank you. Thank you. Thank you!” She repeated through the whole ordeal.

“Say, why don’t we move to somewhere more comfortable?” Sunset asked and Twilight nodded. For the next few minutes, the group followed Twilight, although Sunset and Flash knew exactly where she was heading. When they arrived at their destination, Twilight opened the doors of her large bedroom and welcomed everypony inside. Aside from her large bed, there was another even larger mattress capable of supporting eight or more ponies at the same time.

Twilight then grabbed Derpy’s shoulders and gently slid off the straps of her sundress. The mare was caught by surprise and could only gasp when the dress fell and she was left in the nude. Surprisingly, to her that is, she didn’t feel ashamed.

Derpy turned around to see her now fellow herd mates also strip down. What she had in front of her were four jaw-dropping beautiful mares. Sunset was a buxom bombshell. Lyra a lithe but exuberant beauty. Bon Bon was firmer but carried herself around with an aura of pride for herself. And Twilight? Few mares could compete with a literal Princess. Before her ascension, Twilight was already a beautiful mare, although not fully developed. After her ascension, she had slowly turned into a goddess. How could plain old her compete with them?

“To me, all of you are equally beautiful in your own ways,” said Flash from behind her before he hugged her.

“Gaaahh!” She gasped upon feeling his stallionhood brushing against her pussy until his hips were pressed against her lower cheeks. Looking down, she could almost imagine that the stiff cock she was seeing was her own were it not for the color. “F-Flash?”

“You caused this, Derps,” he muttered before nuzzling and kissing the back of her neck. “I haven’t been able to calm down after I witnessed the beauty of finding a mare masturbating on her bed,” he kissed her again. “And now that you’re one of my mares, why don’t we take care of it? Let me show you that my love is real,” he asked, nearly begged, as he hugged her tightly; one hand each cusping one of her breasts, kneading them with great care as he rocked his hips back and forth, his shaft quickly moistening with her leaking juices.

“Flash…” she pressed her back against his chest, delighting in the embrace of her best friend and the stallion she loved who she had given her heart to without hesitation when he asked for it. She felt him let go of her left breast and grab her throat. He then nudged her to look up, and once she did, he pressed his lips against hers.

With eyes closed, they shifted and moved; their moans and little cries of pleasure the only thing they could hear; their audience smiling and enjoying the spectacle. They didn’t notice when they made it to the edge of the larger bed, they didn’t care when they fell on it. All they cared about was continuing their renewed making out session.

After a few gasps of air and some sloppy kisses followed by an open-mouth kiss, they finally parted ways to find themselves in a compromising position. Flash was on top of her, their wings spread wide while they panted for fresh air and took in the scent of the other. Her arms were wrapped around his neck and her legs coiled around his waist; his cock was safely nestled in between her buns, and his chest pressed hard against her breasts.

“They’re just adorable,” Sunset said to her companions, smiling, blushing, and enamored by the sight before her. The couple didn’t show any signs that they had heard her voice. “I’m really happy for Ditzy. She hid pretty well how in love she was with Flash back in University, but I knew better. Seeing them like that makes me really happy.”

Lyra passed an arm across Sunset’s back, resting it over her shoulders. “I know, right? The town pretty much knew they had the hots for each other. All of us kinda choose to keep the secret,” she explained as she saw Flash reposition himself only to press the tip of his cock against her entrance. She could see they were talking but couldn’t hear whatever they were saying. She didn’t need to. The tears in Derpy’s eyes and the way they nuzzled their noses together told her enough. “Squeeeeee!”

“Oh my gosh, oh my gosh, oh my gosh!” Twilight fanned herself at the sight. “They’re rubbing noses! Sunset! They’re rubbing noses!! How bucking cute is that!?” She squealed alongside Lyra, both mares sharing a tight hug that pressed their breasts together, but they didn’t care about it due to the wholesome show displaying itself in front of them.

“How much do you want to bet he’s telling her silly, lovey-dovey stuff?” Bon Bon asked Sunset.

“I do like lovey-dovey stuff, thank you very much. But if I had to guess?” She grinned the moment Flash began to push inside Derpy’s tight folds. Due to the mare’s lighter frame, Sunset could tell taking in a beast like Flash would be painful at the start, but she doubted Derpy would care about that if it meant making love with him. “Really sappy, romance novel kind of sappy.”

“I prefer raw fucking and lust. No need to waste time with silly things as foreplay or holding back or being nice,” Bon Bon scoffed, then blushed. “A-Although, Flash is quite talented with that silver tongue of his. So I don’t mind it that much.”

“F-Flash! D-Deeper, please! Make me your mare, please! I-I love you so much!” Derpy declared in between pained moans and heavy panting.

“I love -Nggghh!- you too, Derps! R-Relax! Y-you’re too tight!” Flash exclaimed as he sank inch after inch inside her tight, virgin tunnel.

“Damn that’s cute,” Bon Bon muttered under her breath.

“Hey, Twilight?” The mare in question stopped squealing and answered with a raised eyebrow. “A hungry birdie told me you’ve been interested in mare on mare action as of late. You still keen on knowing how we fillyfoolers trim the grass?”

Twilight blushed. “Kinda? I mean… I know fillyfooling is common all around Equestria, but I never thought about bedding another mare until recently. If we’re in a herd, it’s bound to happen, right?”

“Right,” Lyra affirmed. “Want to get your first lesson while Flash and Derpy have their thing?” Twilight nodded. “My old friend, allow me to teach you the first lesson: kissing a mare is the same as kissing a stallion,” she said before mashing her lips with Twilight’s. The alicorn gasped in surprise, or at least tried to, but quickly found herself melting under the masterful skill Lyra was displaying.

“Typical. She always does that whenever we invite a friend over for some three-way fun. Although I can’t complain now since we’re all herd mates, I guess,” Bon Bon relaxed watching Lyra and Twilight fall back on the bed; the mint-colored mare holding the reins and mounting the Princess of Friendship.

“Want to try it out with me?” Sunset asked as she rubbed her legs together. “The scent of so many mares in heat and the musk of a virile stallion currently balls deep inside a needy mare is kinda making me super horny,” she glanced at the aforementioned couple only to find her statement to be very true. They weren’t moving much yet, Flash always being the gentlecolt that he was waiting for Derpy to get used to his intrusion.

“Sure, Bacon Tits, I’ll teach you a few secrets no good stallion could ever dream to match,” Bon Bon said cockily.

“What did you just--!” Sunset tried to protest, but the candy maker was too fast for her. In a flash, she found her lips captured by those of Bon Bon while at the same time forced to lay on the bed as the pink and blue maned mare jumped on top of her.

Whilst Lyra and Bon Bon started to give their two herd mates their starting lesson on fillyfooling, Flash and Derpy were focussed on their lovemaking.

“It feels so strange,” Flash muttered when their hips met once more and they moaned in unison. “T-Tight. You’re so tight, Derps. And warm and wet,” grunting as he pulled back, he licked her lips. “It feels like -sweet Luna- like we fit perfectly.”

“You’re so big,” she gasped and moaned, her voice cracking when his tip struck her most sensitive spots at the same time and kissed her cervix so deliciously. “I f-feel like I might split in two!” She moaned louder, kissing his nose and hugging him tighter. “It kinda hurts… but in a good way. I’ve dreamt of us being like this many times, Flash. Please tell me this isn’t just another dream.”

“It isn’t, Derps. You’re my mare now,” he groaned before giving her a chaste kiss that ended with their tongues playing for a few seconds. “You’re my mare. Tell me, is this like in your dreams?”

“I can’t compare them to this,” she moaned. “G-Gods… I can feel my belly bulging with each thrust! You’re so big and hard and mmmmmm!” She moaned yet again, her walls clamping involuntarily around the welcomed guest deep inside her previously-virgin pussy. Flash groaned baring his teeth, his whole body trembling as he found that as good as it felt fucking his best friend, it was just as challenging plowing her virgin folds; her petiteness compared to his other herd mates making it hard for him to move properly. “I love you, Flashie.”

Flash’s heart skipped a beat upon hearing those words not only directed at him, but also filled with a level of sincerity and long-buried feelings that only Derpy could achieve.

“I love you too, Derps,” he replied, increasing the force and rhythm of his thrusts. Their mouths clashed for the umpteenth time that morning, both of them silently promising it was just the start of many to make up for all the lost time. As he thrust his hips into her velvety cavern, he glanced back to the rest of his mates. His focus was entirely on Derpy, but he wondered what they were doing.

His cock twitched hard, which made the lovely mare beneath him moan loudly upon finding what they were up to. Twilight and Lyra were on a sixty-nine sideway position as they licked each other’s cunts with Lyra guiding her old school friend. Meanwhile, Sunset was sitting on the edge of the bed, legs spread wide as Bon Bon made her moan and quiver in equal measure. He could even see her toes curling as she tried to withstand her assailant’s actions.

“S-Sweet C-Cadance’s flanks! I d-didn’t know tongues could do that!” Moaned Sunset, a hand grabbing the mane of the mare kneeling in front of her. “Y-you have to teach Flash how to do that!” She demanded. Bon Bon chuckled before increasing her efforts.

Flash turned his attention back to Derpy after hearing her moan loudly once more with how hard his cock was throbbing after seeing his mates getting to know each other better. Feeling inspired, he pulled back despite Derpy’s whines of protest. He forced her legs to unwrap his back and guided them to rest on his shoulders. With a shift of position, he now wasn’t pressing his entire weight down on the blonde mare. He could now ease her struggle and the new angle allowed him easier access into her depths; striking faster, deeper, and able to hit juuuust the right spot that made her squeal out loud with pleasure.

With plenty of room to work with, Flash was able to see Derpy’s small perky breasts bounce in tandem with each thrust. He found it incredibly relaxing that Derpy wasn’t making any demands for him to speed up or fuck her harder. He didn’t mind it one bit, he loved being as rough as his mares demanded; it was a liberating feeling for him and one that felt absolutely divine.

But there was something about this calm rhythm, the way Derpy moaned and enjoyed his treatment, the way she felt, and the level of detail he could experience in such a slow, measured, loving pace. Still, he felt the need to ask. “Do you want me to go faster?”

“N-nooooo, this is perfect~” She moaned. “Touch my breasts, Flashie,” she smiled the most seductive and sexy smile she could muster. “They’re yours nooooow~”

“Uunnnffff!”A rasping grunt emerged from his throat, her tone and offer causing to give her a strong thrust that made her moan and grasp the bedsheets with all her might. “Y-You’re too damn adorasexy for your own good, Derps!” He said before taking up on her offer. While he wished he could use both hands, he needed one to maintain proper support. Now he was plowing his childhood friend while fondling one of her breasts. Her declaration that she now belonged to him rose something deep within his heart: a primal urge to claim her as his mare properly.

All thoughts to extend and enjoy her for as long as possible were thrown out the window; his composure broke as he increased the rhythm of his pounding, but not enough to increase her pain yet at the same time elevating her pleasure. He focused on fucking his mare as she deserved for the next minute or so, his pace breaking with each passing second a bit more.

As he neared his peak, Derpy reached hers first. All mares were squirters by nature to some degree, but he was taken aback by the volume released by the blonde. As she screamed his name, her body shaking intensely as it was overtaken by the throngs of passion and orgasmic bliss, not to mention the joy of giving her virginity to the stallion she loved and her best friend, a stream of marejuice flung from her pussy to drench his chest and neck, some of it even managed to get into his mouth.

The taste was more than enough for Flash to truly let go for the last dozen or so thrusts left in him. The wet, messy smacks of two bodies meeting filled the air like a chorus of harmonious music until the last and strongest smack was heard.

“RRRNNnnngggghhh!” Flash growled, his open mouth drooling uncontrollably all over Derpy’s face. Maybe it was instinct or perhaps she was too far-gone in her blissful cloud of pleasure; nevertheless, Derpy greedily lapped, slurped, and gulped whatever drool fell in her mouth or what her tongue could reach. The sight of it aroused Flash enough to clamp her mouth with his, their tongues coiling and battling an inexistent conflict.

They moaned lewdly and in pure satisfaction. As their orgasms died down, opting to remain joined for a few moments longer, Flash lowered Derpy’s legs but refused to withdraw his still erect phallus as he broke their kiss in order to nuzzle her; the pleasure-drunk mare returning the gesture with tired eagerness.

“I… Love… You,” she whispered as her eyelids closed.

“I love you too,” said Flash before kissing her nose. Then, he smiled. “Who knew herding would finally bring us together?” With a sigh of relief and genuine joy, he began to withdraw himself from Derpy’s tight, properly fucked cunt; leaving within her a womb filled with his life-giving cream.

He’s barely pulled himself away from the bed when he felt the familiar tingling sensation of Twilight’s Incentive Spell flow through his body. He grunted as he withstood the short-lived wave of pain it brought with it before his still hard dick stood as a veritable spear. He could feel his balls ache as they began to draw nutrients from his body to churn as much seed as possible. His muscles started to burn, both free from stress and strain but leaving him with the desire to use them to its fullest. Turning around, he found a trembling Twilight looking at him while Lyra was busy eating out her ass while two fingers explored her lavender cavern.

Sunset was stupefied lying across the bed, her entire body was twitching as she mumbled incoherently. Apparently, the mare kneeling in front of her who had her face buried in between her legs was responsible for wrangling a series of orgasms out of the yellow and red-maned mare. From his vantage point, he could clearly see Bon Bon openly fingering herself furiously whilst slurping down Sunset-grade juice. With a wink from Twilight, Flash knew what to do. He approached Bon Bon silently until he was within arms reach of her. In a swift and quick movement that every Guard knew to subdue unsuspecting criminals, his wings flapped a second after he took a firm hold of her hips.

“What the!?” She yelled in protest only to find herself hovering a meter above ground level. It only took her a moment to realize that her new position left her completely helpless and unable to fight back against her assailant. “Flash!? What the hay!? Let me go yooouuuuUAAAAAAAHH!” She moaned loudly when Flash unceremoniously inserted his cock all the way inside her pussy. “F-Fucking cunt!”

“That’s the idea!” Flash replied to her insult with a smug smile before he started to relentlessly screw her midair. Bon Bon hollered in pleasure at being fucked in a new position. “You’re my mare, Bonnie! I’ll make you love cock as much as Lyra does!”

“T-Try it y-you p-pussy!” She taunted in between grunts.

“You asked for it,” he muttered before he let go of her hips for a second only to wrap his arms around her belly. Then, he went all out.

“FUCK! FUCK! YEEEEEESSSSS!” Screamed the candy maker. Each hard, deep thrust snatching a bellowing yelp or lustful moan from the depths of her throat. Flash was no better, the urge to impregnate and fill his mare’s womb resonated in his mind thanks to the spell, a particularly welcomed aftercast side-effect that allowed him to really focus on fucking his mare’s brains out without worrying about his stamina.

As the plowing continued, Bon Bon’s marejuice showered the crystal ground with one, then two, and then three orgasms rocking her world one after the other. Only Twilight and Lyra could enjoy the violent swaying of her breasts and the ripples forming across her skin with each strike. She would’ve begged for mercy if she could do anything more other than grunt and cry out for more. It didn’t take long for her to reach her fourth climax and for Flash to give his last few extra hard thrusts as his wings gave out little by little. By the time his feet touched the ground, he delivered his final thrust; signaled by a warcry of dominance and a few spurts of cum managing to squirm through the sealed ring of flesh keeping his cock nice and cozy.

Feeling his orgasm dying out, Flash let go of Bon Bon; the poor mare dizzy, and eyes rolled to the back of her skull as she twitched on the ground for the time being. But there was no respite for Flash. The spell was rather strong and he yearned to empty his filled balls once again, preferably inside the cunt of a willing mare. He followed his nose more than his sight and found a recovering Sunset slowly regaining her mind.

Before Sunset could realize Flash was on top of her, pushing her back against the bed and spreading her legs wide, she screamed in a mix of pleasurable pain when something hot, hard, and thick scraped her insides all the way to her cervix ending in a powerful smack of fletch and fur. “FFFFFFUUUUUUUCCCCKKK!” Her stupid-silly smile betraying the curse word entirely, giving it another meaning.

Flash didn’t much care at the moment. All he cared about was claiming his mare. Taking a firm hold of her ankles and spreading her legs as wide as he could force her without harming his flexible mate, he began to pound her with the same vigor he had fucked Bon Bon. His sole purpose was clear: to breed and fill her womb with his virile seed.

In a mockery position of a mating press, Flash found himself in the perfect position with the perfect angle to truly defile Sunset’s fields. He battered at her gates with the force of a ram, hammering away like the lust-filled beast he currently was. Pleasure-drunk as she was thanks to Bon Bon, it didn’t take long for her to cum three times in a row in quick succession; another starting before the previous one ended. Flash wasn’t doing much better. Spell or not, he was overstimulated and his will could only take him so far. Combined that with the erotic dance of her bouncing breasts, her wails of maddening pleasure, and the ever-increasing scent of many mares in heat, it was too much for him to withstand.

“Flaaaaaasssssshhhhhh!” She screamed his name as her belly was filled with spurt after spurt of spunk, billions of spermatozoids swimming in search of an egg to fertilize inside her foal maker.

Flash let go of her legs and pulled back before his orgasm died down. Two final spurts erupted from his shaft after pulling out, his warm cum landed across Sunset’s chest and face leaving white, gooey strings in their wake. But it still wasn’t enough to sate the unbelievable lust coursing through his body. Looking at his side, he saw Twilight and Lyra, both still in their cunt-munching position but distracted by his display.

He was quick to grab Lyra by the back of her neck, pulling her to him as he flopped to the bed and used his other hand to grab her left thigh and raise it up.

“D-Duuuude! Fuuuuuck! W-What did you do to him, Twi!?” She cried out loud after his stiff meat spear impaled her pussy, filling her to the brim causing her to experience a mini-orgasm.

“Ohhh, nothing much,” Twilight replied with a knowing grin, moving aside to give them room and enjoy the view better. “Just an extra potent dose of my Incentive Spell,” she explained as Flash hammered Lyra’s tender pussy. A hand holding a leg aloft, the other snaking below her to grab her right breasts, squeezing and fondling it as he pleased. All the while he fucked her sideways. “Buuuut I see I may have overdone it a little. Want me to bring it down a notch?”

“Do that and I swear I’ll make you the Princess of Blue Balls!” Lyra cried happily, the entire bed rocking back and forth from the rough fucking she was getting. “P-Please t-tell me you have a dungeon!” She moaned loudly, eyes crossing and mouth drooling upon reaching a massive first climax. “I-I need him to f-fuck me like this once a week! Oh FUCK!” She cried as Flash shifted his striking angle in one move.

Twilight giggled, her eyes focused on Flash’s cock entering and exiting Lyra’s ravaged pussy faster than her eyes could track. Each thrust leaving only the tip inside her clenching walls and going as deep as it could go; mixed juices jumping sporadically and some staining her face. The Princess licked them in earnest, having a newfound enjoyment for marecunt. She gasped in fascination when her boyfriend neighed loudly; she could see his sack twitching and trembling as it emptied its frosting deep within Lyra’s pussy.

Speaking of the mint-colored mare, she had been reduced to a mumbling mess after who knows how many orgasms she endured one after the other. Twilight smiled and licked her lips as Flash withdrew his cum-stained cock and his eyes focused on her.

“Now now, Flashie, is that the way a guard should look at his Princess, hmmm~?” She teased as she moved back until she was standing on her feet and Flash was crawling on the bed.

“P-Please, Twi,” he began. “I need you. Y-You hit me pretty hard this time,” he breathed as he sat on the edge of the bed. “A-At least I can think clearly again.”

“Good,” she said as she pulled the drawer from her nightstand and took out a box of condoms. “Flashieeee, you’ve been naughty~ Cumming like that inside the fertile pussies of four mares without protection? Tsk, tsk, tsk. What if they get pregnant?” She smiled widely seeing his cock twitch and spurt fresh cum. “If you want, I can still cast an anti-pregnancy spell on all of us. Of course, you’d need to use condoms from here on out~”

Flash snarled. “Fuck the condoms. Fuck the spell. Now come here so I can knock you up too! You’re my mare, Twilight!” he shook his head. “W-Whoa… d-damn urges.”

“If you insist~” Twilight giggled before turning her back to him. Before he could say anything, she flapped her wings and tossed herself gently at him. Landing on his lap, she quickly took a reverse-cowgirl position, putting a leg at each side of his hips. Then, she leaned forward to present her dripping marehood.

Flash didn’t quite know how much time passed or how many times he bred his herd mates, his mares. All he could truly remember were flashes the color of their five coats, a lot of swearing, yelling, cumming, kissing, sweating, the pleasure, and the burning of his muscles.

By the end of it, he was lying on the large bed with all his mares splayed randomly across it, and Derpy lying on top of him with his cock buried in her cunny. He smiled one last time before darkness took him.

Chapter 4 end.

Author's Note

Special thanks to anyone that read this!