Author's Note

FLASHBACK WARNING! CLOP WARNING! Well...the beginning of clop. Point is horse and human bits are touched. If this is not your bag, I ask you move to the next full chapter. I want to give everyone ample information if they want to skip this. And no...I couldn't skip the title pun. The universe wouldn't let me. Hope you enjoy!

Interlewd 1: Out Of The Shallows (CLOP!!)

Caden sat in the lobby of the Ponyville hospital, staring at the Ponies waiting around him. It seemed surreal to be there again. He thought back to waking up in that room after arriving in Equestria. Really accepting that he was in another world. Seeing a Pony full on for the first time.

That seems like a thousand years ago.

Around him sat Ponies with an array of ailments you would see at any hospital. There was a Pegasus with a clearly fractured wing, bound to her chest in a sling. An Earth Pony stallion holding a cold compress to a massive, darkening bruise on his shoulder. At the far end sat a mother cradling a very young, whimpering colt who kept reaching up and rubbing his ear. Caden’s heart went out to the little pony as his mother rocked him and whispered comforts to him.

Ear infection probably. He could remember seeing his brothers do the same thing when they were little.

“Caden?”

He looked up to see Redheart walking down the hallway to the waiting room. He stood up and walked over to meet her. He hadn’t seen her in her scrubs and nurses cap since that first time.

“Hey Red.”

She smiled and looked around the room. “What are you doing here? They said somecreature was waiting for me. I didn’t realize it was you. Sorry I made you wait so long.”

He looked at the stains on her scrubs. Every color imaginable was plastered across the light green fabric.

“It’s fine. You look like you’ve been busy.”

She snorted. “Every day. So what’s up?”

“Twilight is having a pool party at her castle this Saturday. I was wondering if you’d like to come. As my guest.”

Her face lit up like the sun. “I would love to!”

He beamed right back. “Awesome!”

Within seconds of his response he watched the smile on her face melt as quickly as it had formed. Her mouth formed a thin line as she brooded on something.

Uh oh. “Red? What’s wrong?”

She frowned in thought for a moment. “Ummm…it’s just…”

“Just what?”

“Do I need to….bring…anything? Or….do anything?”

He squinted in confusion. “Do anything? What do you mean?”

She waved a hoof backwards in what he assumed was the general direction of Twilight’s castle. “It’s Princess Twilight. It’s her castle. Most of us don’t really hang out with royalty all that much.”

He immediately thought back to his waking up in the hospital and Twilight having a spastic nerd attack at the idea of being able to live with him and study him. Before he could do anything he found himself almost doubled over in laughter.

She frowned up at him. “What’s so funny? I’m serious!”

He took a deep breath and pushed through the laughter. “I’m sorry. I’m sorry.”

Her frown didn’t lessen at his apology. “I’m glad you find this funny.”

He took another deep breath and was finally able to dampen the laugh into a chuckle.

“I’m sorry Red. I didn’t mean to laugh at you.”

“Uh-huh.”

He killed the last of the humor and shook his head. “I was just thinking that it’s funny you care so much about what Twilight would think when I literally watched you yell at her. In this very building. I really thought you didn’t care about things like royal protocol after that.”

“Oh.” Her scowl disappeared as she shook her head and gestured around the hospital. “I have a job to do here. That’s different. She was disturbing my patient. I don’t care who it is.” She pointed back towards the castle. “That’s the outside world. It’s Princess Twilight and the Elements of Harmony.” She waved her front hoof around dramatically. “They’re kind of a big deal here.”

He rolled his eyes. “So I’ve gathered. He once again thought about all of the spastic antics that happened at the castle and with Twilight and her friends in general.

Hell you act more refined than they do most of the time.

He shook his head. “No Red. You don’t have to bring or…do anything.” He gave a gentle scratch behind one of her ears. “Just be my guest.”

She leaned into his hand before pulling away and giving him an incredulous look. “Are you sure?”

He nodded. “Yes Red. I promise. Twilight is going to take care of everything. Just come and have a good time. It starts at two.”

Her smile returned. “Ok. I’ll trust you.” She suddenly looked away in thought. “Oh. Shit.”

“What?”

“I just realized I don’t have a swimsuit. I’ll need to get one.”

“Oh. Yeah that might…” He was halfway through his sentence when he felt his brain slam into reverse.

“Caden? You ok?”

“Swimsuits? Ponies wear swimsuits?”

She looked at him like he had sprouted a second head. “Of course we do. Why wouldn’t we?”

He stared down at her, fighting back a sputter and forcing himself to accept yet another quirk in this sometimes upside down world.

“Not sure. Guess I never thought about it. Rarity can probably help you there. I can ask her to expedite it if you’d like.”

She blushed. “Are you sure? I know how busy Rarity is. Bespoke clothing takes a while.”

“Absolutely. She owes me one anyway.

“Owes you one? Why?”

He sighed and fought back a blush. “She... needed a model to design a gown. Apparently I was the closest body type around.”

She blinked at him a few times. “A…gown?”

He shook his head. “Don’t ask. Just…don’t ask.”

She chuckled. “Maybe later.” She looked around him towards the waiting room and it’s ailing occupants.. “Caden I need to get back to work.”

He nodded. “I know. I’m done. Are we still meeting for dinner tomorrow?”

She nodded. “Wouldn’t miss it!”

He leaned down and kissed her on the cheek. “Sounds good. Bye Red.”

She giggled. “Bye Caden.”

—----------------------------------------------------------------------------------------------------------------------------

Caden puffed out his cheeks and blew a slow, steady series of bubbles into the water of the pool. He was boredly treading water in the shallow end of the massive swimming pool in the bathing cavern under Twilight’s castle. He’d looked forward to the pool party all week and the moment Redheart had arrived at the castle he had been shooed down to the cavern by Rarity and Applejack so the girls could change. Of course she had conveniently pointed him to a pile of boxes stuffed with food, drinks and towels to haul as well. It was kind of cute in a sort of ancient, chivalry based way. It had taken him four trips to get everything down there and set up.

Pony. Mule. Close enough.

He swam till he was at the edge of the pool and pulled himself up until he was resting halfway out the pool. The sounds of moving water echoed around him as he felt his heart pound at the idea of what was going to come through crystal doors behind him.

It had started slowly. Even before his first date with Redheart. In the first week or two after his arrival he’d been too traumatized to notice. He’d had far too much on his mind. As things calmed down and Equestria slowly became more and more normal, he finally caught himself staring at them. At first it was small, instinctual glances at their bodies. The curve of their hips. The way their tails accented their asses. Back then he was still able to pull his eyes back away and banish the thought as he continued to acclimate to his new world.

He’d brushed it off as simple stress. Temporary crossed wiring. That had to explain it.

Before long he was allowing himself longer glances, fully taking them in. He was starting to notice significant differences in their builds, their looks. Twilight was shockingly cute in a nerdy kind of way. He wasn’t sure he had ever seen a human look as cute in glasses as she did. He’d noticed that Sunset was significantly curvier than the other unicorns. Rainbow’s tight, athletic build reminded him of the girls he’d practiced next to in high school and college. Even Applejack with her broad, labor built body held a kind of appeal. He’d found himself blushing whenever Rarity would reapply her lipstick and purse her lips to even it out.

They all had unique, intriguing personalities. From Rarity with her finicky needs and endless generosity to Fluttershy and her quiet, almost maternal warmth, he had come to know each of them as an individual in their own right. They had been incredibly kind to him to boot. His natural human caution had been subverted endlessly as they had opened their world to him.

That had been his next level of justification. Yes he was staring at them but it was their personalities. Of course he’d feel some kind of affection for them. He’d been happy to allow himself to wallow in that logic until after his date with Redheart. Then everything changed.

A few days after he and Red’s date at Buck Lake Manor, Starlight had brought a note left in the castle mailbox to him. It was from Redheart letting him know she had a long lunch break that day and inviting him to join her at the Hayburger. He remembered blushing at the simple, folded white note, adorned with a small signature that included an actual red-inked heart. He’d found himself lying in bed, reading it over and over as if he was in junior high school again.

After no small amount of additional teasing from the girls, he walked into the Hayburger to see her grinning widely at him across the restaurant. It had felt like nothing more than a continuation of their night at the Manor. They spent the lunch talking about her upcoming shift, the hangovers after their last date and the message he had received from Twilight upon his return to the castle that night. Before he knew it they had agreed to meet again on her next day off.

The next date had been a simple dinner picnic on a hill outside of town. They spent the evening talking, watching the sun go down and staring at the stars. He did most of the talking again. She peppered him with questions about Earth and humans in general. As the night had closed, he’d begun to fully realize how much trouble he was in when he had found laying on the ground, face to face with Redheart. It had started with a gentle kiss from her. Before he could really process what he was doing, he had put an arm around her trunk and pulled her to him until they were chest to chest. Seconds later and they were making out like teenagers on prom night. It had been him who ceased their affections that night, stumbling over an apology he couldn’t quite articulate. For her part, Redheart had seemed to find the entire thing more adorable than disappointing. They had met a few more times for lunch since then but nothing that gave them a significant amount of time to be together alone.

He dropped down and rested his chin on the side of the pool.

You owe her an honest response tonight.

He looked over at a small pouch sitting on his towel. It’s not fair to her to keep waffling. Make up your damn mind.

He found himself thinking of her more and more each day. Beyond her significant role in his first days in Equestria, Redheart had become something of a bastion of sanity for him since their date. She was kind, sincere and forward. She seemed genuinely interested in his company. She had comforted him in one of his most vulnerable moments. But most importantly she was…normal.

Twilight and her friends had been beyond gracious with him since he arrived in Equestria. The time, effort, patience and even money they had invested in him was nigh on miraculous. He would be grateful to them for the rest of his life. But they were still Twilight and her friends. Powerful, destined, magical and insane.

If the girls were a small army of destined maniacs saving the world, Redheart was like a coworker worrying about where her next rent check came from. All of their discussions felt shockingly normal. She talked about her troubles at work. Complicated patients. Extremely long shifts and highly stressful conditions. Stories about deaths and tragedies along with births and miracles. It sounded like he was talking to any nurse on Earth. Laying there with her, discussing his life and past he had been able to forget for the first time he wasn’t talking to a Pony. He was just talking to her.

Just then he heard a click behind him. He turned as the doors to the cavern opened.

Fuck.

The logic of why they wore swimsuits still escaped him. He’d thought about asking Twilight but given how pants-on-head strange he’d found the other clothing customs in Equestria, he just decided to skip. Not that the reasoning would have mattered. He’d have forgotten in seconds with the parade of curves trotting into the cavern.

Fuck!

Rarity had clearly made each of their suits. There was nothing generic or off the shelf here. The colors matched the girls coats and manes perfectly. Small intricacies like highlights based off their eye colors drove home the attention to detail. Each was cut precisely to fit every individual frame. It took everything he had to pull his eyes away from Applejack's ass as she turned away from him and said something to Rainbow.

When Twilight looked up and saw him in the pool.

“Hi Caden! Thank you for setting things up!”

“You’re welcome Twilight.”

He swam to the other side of the pool and pulled himself up over the edge. He walked up to Rarity, already standing by the refreshment tables.

He made a deep, exaggerated bow. “And did I set this up to spec m’lady?”

She swatted his leg with her tail and examined the buffet spread out before them.

“I couldn’t have done it any better myself Caden. Thank you.”

He chuckled. “No problem.” Now that he was out of the pool, he was able to take a full inventory of them. They were all here. Even Spike was walking next to Twilight in a pair of shockingly human like swim trunks and ridiculously oversized sunglasses.

Where is…?

At that moment she cornered around the door.

Fuck…………

He swallowed as he felt his stomach shoot through his throat. She smiled up at him as he took in the wonderful, visual whole of her. Her suit was a simple, single piece in a brilliant sky blue that matched her eyes perfectly. Her mane was pulled to the side in the same thick, side hanging single braid she normally wore when she was off work. As she walked over to him he barely even noticed Pinkie Pie run towards the pool and cannonball water all over her friends.

The very shape of her was making him feel things he’d once worried would be long dormant in a world with no human women. From the adorable, thick roundness of her trunk to her shapely, full rear he would have been happy just staring at her for the rest of the day. A part of his brain realized the irony that it had taken her being covered in cloth for him to appreciate how well built she really was. He smirked inwardly when it finally clicked into place that she was built far closer to Applejack and Pinkie Pie than the others.

Workhorse indeed.

As she headed his way, she turned around for a moment to answer a question from one of the girls.

God dayum....

Caden had never tried to emphasize one part or another of a woman when it came to attraction. He had a type of course. His first girlfriend had been fit and thin, almost a human Rainbow Dash in physique. She’d been a fellow athlete and Caden could remember relishing the feeling of tight, trained muscle as she’d wrapped her volleyball player's legs around him. He’d had other partners in the years since they broke up and he truly believed everyone had something to bring to the table. Some were perfectly average in build and brought a specific personality. Some were bustier, others bottom heavy. Some were short, others tall. Burnettes. Blonds. He’d even made out with a redhead once. Still he prided himself on not focusing too much on looks.

He gulped as he completely lost the internal battle to rip his eyes away from Redheart’s absolutely magical ass. He didn’t want her to sit on his face. He wanted to curl up on one of her cheeks and live there. Every single fiber of his being demanded he just somehow get closer to...THAT. Two large, round, perfectly shaped cheeks sat cleaved by her pink tail. Each spanned the back of her, rising in the top to accent the adorable point of her dock and back down to spread into thighs that he finally realized with breathless glee might actually be capable of crushing him to death. His gaze slipped to the roundness of her trunk and he felt a twinge of irritation at himself for allowing that body to slip out of arms the other night.

She finished trotting up to him and smiled. “Well hi there big guy. Fancy meeting you here.”

“Same!” He jumbled a few compliments together in his head.

You look beautiful. No. Too generic.

Amazing swimsuit. No, compliment her looks.

Your ass is like something out of heaven and I want to become one with it. No. Too much.

He shook his head and decided to go with something a little more generic. “You look…great.”

Her cheeks flushed as she looked him up and down. “Thank you. I really appreciate you getting Rarity to rush this.” She looked her suit over. “This is easily the nicest swimsuit I have ever owned. She didn’t even charge me.”

Thank YOU Rares.

“You’re welcome. Like I said. She owed me a big one.”

She giggled. “Seems so.” She gave him a coy smile. “Sure I can’t see you in that dress?”

“Ha ha ha.” He gestured towards the pool. “Want to get in?”

She giggled and nodded. He started following him towards the pool when she stopped and eyed him up and down again.

He stopped in his tracks. “Red?”

He blushed as she gave a long, hungry stare at his chest.

“Red, what is it?”

She stepped close to him and gestured for him to lean down. He did as ordered and she put her mouth next to his ear. “I think you humans have it wrong. I like you better with less clothes.” With that she winked at him and started walking towards the pool. He made a point to trail far enough behind her that he could enjoy the view.

Fuuuuuuuck!

—----------------------------------------------------------------------------------------------------------------------------

Several hours later he was leaning against the edge of the pool, savoring a drink and watching the girls frolic around the cavern. The party was great. While he’d been thoroughly outmatched by Twilight and her student’s abilities to magically gatling gun water across the pool during a splashing contest, the yelp Twilight made when he’d picked her up, pinned her wings against her side and launched the both of them into the deep end had made it more than worth it. He had watched a thrilling display of Rarity magically mixing drinks for the entire group all at once. It was like flair bartending on steroids. He wasn’t sure if he had seen Twilight manipulate that many objects at once.

Dress making is hardcore shit I guess.

He took a sip of his whiskey and gleefully stared at Redheart’s butt as she relaxed stomach down on her towel at the other end of the pool when something white and giggling bumped into his side. He turned to see Rarity partially spilling a martini into the pool and grinning smugly at him.

“I figured you’d like that.” The slight slur in her words told him she’d clearly had her share of gin.

“Like what?”

Her smile turned even more smug. “Come now darling. You’ve been staring at her ass since she walked in.”

He felt himself flush as red as Sunset’s mane and contemplated trying to see if it was possible to drown himself without anycreature noticing.

“And not just hers.” She waved her glass about the room. “Seems you enjoy mares in all shapes and sizes.” She looked over the rim of her glass at him as she took a long, slow sip.

She had him dead to rights.

He sighed and contemplated draining his drink. “I didn’t realize I was that obvious.”

She half leaned, half fell against his shoulder before he wrapped an arm around her upper torso and propped her up.

“Easy there Rares.”

She giggled. “Well thank you sir. I have an eye for the things you know.” She looked from her swimsuit to his. “I spend my days looking at creatures' bodies, darling. Before long you start watching if others do the same.” She took a drink. “I must say you’ve actually been quite careful about it. I give you credit.”

She looked across the room to Redheart. “I can’t say I blame you. She IS very shapely. Earth Ponies have a lot to offer.” He watched as her eyes drifted across the room to Applejack sitting on the edge of the pool. She took a long, slow sip of her martini as she eyed the orange apple farmer.

He smiled. “Seems we both like Earth Ponies.”

Her eyes went wide before she turned to him, smirking. “It seems we do.”

She pressed off against his shoulder and steadied herself against the pool wall. “I’ve also noticed you sometimes look…pained when you’re staring at us.” She frowned. “Especially before today. Twilight noticed it too.”

He sighed and shook his head. “I’m not pained. It’s…just…I don’t know how…”

He felt a hoof touch his arm. “It’s ok. I get it. Twilight has told us all about your world. I can understand why this would be weird.”

He looked over at Redheart and back to her. “It is abnormal. At least on my world.”

She shrugged. “Well...you aren’t on your world now, are you?”

He stared at Redheart a moment more. “I guess that’s true.”

She patted him on the shoulder and looked him in the eye. “You can’t help what you fall for Caden. Don’t fight it.” She looked back to Redheart. ”From what I can tell the feeling is more than mutual.” She turned back and gave him a warm smile. “Be glad. Some don’t ever get even that lucky.”

He smirked. “There’s a phrase in my world. It’s a poem I think. ‘The heart wants what it wants.’ I read it in college.”

She held her glass up to him. “You’re damned right it does. I think I’d like you humans.”

“I think you would.” They clinked glasses before she winked at him and made her way back to the other side of the pool.

He looked back to Redheart. You know what you want.

The rest of the party had continued on for awhile before the girls started drifting out. He and Redheart were sitting on their towels as they left. An incredibly inebriated Rarity turned and winked at him as she braced against Applejack. He blushed as the drunk unicorn was carried out of the room. Twilight was the last to leave. She stopped in the doorway and looked back at them.

“I’ll be upstairs in the library if you two need anything, ok?”

He nodded. “Got it.”

“Do you have what I gave you?”

He nodded and pointed at the pouch on his towel. “I do.”

She nodded.

Redheart shot him a sideways glance before waving at Twilight. “Thank you so much for inviting me Princess!”

Twilight shook her head. “I’ve told you before! Just Twilight! And anytime. You two have fun!” With that she closed the door and there was audible lock click as the cavern went silent save for the sound of the innumerable sources of running water.

Redheart stared at the door, confusion on her face. “Did she just lock us in here?”

Caden chuckled and pointed at his towel. “I asked Twilight if we might have some privacy after the party was over. She made me a copy of the key to the door.”

She looked around the cavern and blushed. “So we’re alone if we want to be?”

He nodded. “No one can get in or out of here besides us and Twilight.”

She scooted closer to him. “Heh. That’s sweet. Thank you Caden.”

He looked down at Redheart. “Did you have fun today?”

She nodded. “I did. It was all a little surreal though.”

He leaned back, propping himself up with his hands and looking up at the enormous purple star on the ceiling. “Hanging out with the Princess and her friends?”

“Mmmmhmmm. We’re used to them being around Ponyville but…I never figured I’d be here. Like this.”

He grinned over at her. “It helps to know someone, right?”

She shivered and nodded. “It does!”

He reached out and put a hand on her back. Her suit was still wet. “Are you cold?”

She shivered again. “I’m fine. My suit will dry out soon enough.”

He felt another tremort under his hand. “Do you want to get back in the pool? It’ll be warmer there.”

She shook her head. “No. I think I’m ok. I’ve swam enough today. Muscles are sore.”

He immediately glanced across the cavern at a plume of steam rising from one of the pools.

This could be the perfect chance.

He pointed. “There’s the steam pool. Might help with that.”

She looked up at him coyly. “Trying to get me in the hot tub Mr. Park?”

He was well on his way to blushing again when he remembered this was the second time today she’d teased him.

Fine. Time to commit.

He leaned down and kissed the edge of her ear. “Maybe.” He watched as every bit of fur she had stood on end.

Adorable.

He stood up and reached out a hand down to her. “Coming?”

She bit her lip and smiled. “Wouldn’t miss it for the world.”

She reached out and let him help her up. They walked in silence to the steaming, cloudy pool. Caden dipped a toe in, testing the incredibly hot water before stepping down and wincing as the scalding, bubbling water surrounded him.

“Woo!”

Redheart walked to the side of the pool and dipped her front leg in. “I can’t believe you just jumped in there.”

He stepped back into the deeper part of the pool until he was nearly up to his neck.

“It’s always better if you just jump in. Hot or cold.”

She rolled her eyes. “Uh huh.” She repositioned herself until she was sitting on her butt, rear legs resting in the pool. The steam pool was built almost identically to a hot tub. The middle was much deeper than the outer rings. He stepped forward to the edge until he was standing in front of her.

He closed his eyes and ran his hand across his face and upwards through his hair, trying to get the dripping mop out of his face. When he opened his eyes, she was giving him a hungry, half lidded smile.

“What?”

She reached one of her rear hooves out and rubbed it against his stomach. “I didn’t really get a good look at you in the hospital.” He looked down as she ran the front of her hoof against his thin line of belly hair.

“Do you like what you see?”

She nodded. “I do.” She brought her hoof out and drew a circle around his abs. “I like your skin. You don’t have too much fur.”

He rubbed a hand along his chest and chuckled. “I’m glad you like it.”

She scooted forward until she was on the very edge of the pool and brought a rear leg around, hooking it around his stomach. Seconds later the other followed suit. He felt her pull him forward and obeyed until his mid torso was sandwiched wonderfully between her rear legs. She reached up with her front hooves and placed them on his chest.

“Thank you for giving us some privacy.” He felt her press into his pecs.

“Least I could do.” He smiled as she continued circling her front hooves through his chest hair. He gave a slight shiver as her hoof brushed one of his nipples.

Speaking of shivering.

He gently pulled her hooves off his chest. She looked down at his hands. “Caden?”

“You should get in here. I have something I want to do.

She nodded and slowly stepped into the pool as he turned around and sat down next to her on the shallower outer ledge. He leaned his back against the wall of the pool and spread his legs. With her sitting on her butt, at this depth most of his upper torso was out of the water.

“Come here.” He gestured towards the space between his legs.

She raised an eyebrow suspiciously. “Jumping ahead a bit aren’t we?” She smiled lustfully and leaned forward until her lips were against his ear. “Or am I to practice holding my breath?”

He snorted and shook his head. “Jesus woman.” Woman? Mare? Whatever. “Would you just come here?”

She chuckled evilly and stepped forward until she was sitting between his legs, facing him.

He spun a finger in the air. “Can you turn around?”

She snorted as she fought back a laugh. “You sure you aren’t jumping ahead?”

He groaned in frustration. “Will you PLEASE?”

She cocked her head to the side dramatically in ‘thought’ before shaking her head. “Nope. Can’t.”

He gave her the driest look he could summon. “And why is that?”

“Wouldn’t be able to do this.” She quickly leaned forward and pecked his lips.

He blinked a few times. “Really?”

She giggled and pecked him three more times in rapid succession. “Yup. No helping it. Had to be done.”

He had to physically fight the urge to burst out laughing. He’d never seen this side of her before. Playful. Childlike.

He leaned forward and gave her his best faux serious look. “I’ll make you a deal. If I give you a real kiss, will you turn around?”

She gave him an exaggerated pout. “Are you saying my kisses aren’t real?”

He shook his head sternly. “I’m not sure they measure up to my standards.”

She gave a dramatic harrumph. “And how would I know what your standards are?”

He put a hand against her cheek and pulled her forward. “Allow me to demonstrate.” He felt a distant, muted pang of anxiety.

Now or never, asshole.

He pulled her towards him and their lips met. He closed his eyes and felt her return the kiss, first softly and then with rapidly more pressure. He heard her inhale sharply as he traced his tongue against her lips. They parted for a moment, sharing a lustful smile before she followed his guide and met him in a full, open-mouthed kiss. As her tongue danced playfully across his, he heard himself let out a small moan.

Holy fuck she tastes good.

He sighed and leaned further into the kiss. Why did I hesitate last time? What the fuck was I afraid of?

As their tongues danced, he felt her slowly push further into his mouth. He thought back to their picnic date. In hindsight it made perfect sense. Any creature with a snout was likely to have a longer tongue than one without. Add to that the fact that their heads were slightly larger than his to and he’d lost the battle before even signing up for it. He moaned as he gave in and let her have her way. Her tongue was on an entirely different scale. She explored his mouth with absolute impunity. It didn’t take him long to relax and just bask in the pleasure of her efforts. Before long she opened her eyes and he saw them smiling even before she pulled her way out of his mouth. She ran her tongue slowly around his lips one last time before pulling away and grinning. He took a deep breath and grinned back at her.

She turned around and stared at him with half lidded eyes.“Was that up to your standards?”

He cleared his throat and failed utterly at putting his serious face back on. “I’ll accept it.”

She snorted. “So? What are we doing? Why am I not kissing you like a madmare”

Smartass.

As she settled in front of him, he felt his heart jump as he realized what he’d need to do for his idea to work. He looked down at her blue covered body and tapped her on the shoulder.

“There’s something I need to do first.”

“Hmmmmmmmm?”

He eyed the golden zipper running down her back and took a deep breath. The way she filled out her suit made his heart jump again.

“Can I take your swimsuit off?”

She turned her head and gave him a sideways glance. “Of course you can. Why would you….?”

She stopped as he visibly gulped and blushed downwards.

“Oh. I forgot. Clothes.” She smiled and nodded gently as she reached a hoof up to pull her braid over her shoulder. “Go ahead sweetie.”

He nodded and started pulling the zipper of her swimsuit down. He laughed inwardly at the absurd nervousness he felt. He had seen more naked far more than he had seen her clothed. Why was this so hard? Whatever his logic was, his heart was in no mood to listen. He felt it pound in his chest as he fully opened the zipper and her suit fell open around her.

Breathe Caden.

She stepped out of the suit as he grabbed it and set it on the edge of the pool. She returned to her sitting position between his legs. He took another deep breath and used every last vestige of willpower he had to not let the thought that she was sitting naked between his legs have its way with his anatomy.

Not yet.

He reached out and put both of his hands on her trunk and pulled her slightly backward towards him. She slid backwards until she was nestled just up against his upper thighs.

“Caden?”

He slid his hands up and and gently dug both thumbs into the soft tissue around her shoulder. He felt her go weak in his grip as she sighed.

“What…what are you doing?”

He softly rotated his thumbs, pushing slowly but firmly against a set of knots he found in mere seconds. She moaned softly as he brought the rest of each hand down and squeezed on her withers.

“You said you were sore.” He kissed her gently on the back of her neck as he rubbed deeper. “Figured I could help.”

“Mmmmmmmm.” She pushed herself deeper into his grip. “And what did I do to deserve this?”

He traced a series of kisses along her spine. As ever, her smell was there.

Honeysuckle.

He remembered her jumping on his bed that day in the hospital. Holding him as he wept on her. “You did everything Red”

He saw her ear twitch and she went weaker as he moved up and started rubbing her neck. She shifted back slightly, pressing herself further against him.

“Everything?”

He squeezed again. “Everything. I can’t imagine what my days here would have been without you.”

“Caden…please…you don’t have to…” She silenced as he squeezed deeper and brought his mouth up to her ear.

“Shhhhhh. Just let me do this. I owe you so much Red. I want to do this.”

She let out a small sigh before nodding and smiling. “Ok.”

He wasn’t sure how much time passed as he attended to her. He neither noticed or cared. He relished every moan, every sigh as he made a memory of her body with his touch. He hadn’t realized how badly he’d needed to be alone with her until just now. He savored the feeling of her in his hands. The roundness of her. The soft, velvety fur sitting on top of her ample, supple curves. He leaned forward, pressing his chest against her back and kissing her neck as he ran his hands down her front legs. He nearly giggled when he ran his fingers underneath each front hoof and felt her squeeze around each digit.

So that’s how they do that.

He moved up to her neck, squeezing the tension out as he fondled an ear in his other hand. Before long he had ran his hands down her front, massaging her chest and belly. As he worked, he slowly guided her back towards him. She followed his lead, until her rear was pressed fully between his legs. It was finally too much and he felt an old friend start to make his debut for the evening. With the bulk of her ass pressed against him, there was no way she wasn’t aware of him already.

He was so engrossed in his work that he nearly jumped out of the pool when she pushed one of his hands lower on her toso. He obeyed as she guided him downwards. It was then that he learned his second lesson in human and Pony sexual dyamics. His hands ran across a small, raised mound with a bump on top.

His hand twitched as he realized what he had found. Oh shit. Are those? He considered pulling his hand back before remembering she had guided him there. He cupped one of the mounds and squeezed gently. They weren’t quite the same as human breasts, location and fur aside. The mount was slightly firmer than a human breast and the nipple larger than he would have expected. Still, the effect seemed the same. She moaned as he feathered his fingers over her rapidly hardening nipple.

He put his mouth against her ear. “So Ponies like that too?”

She moaned in affirmation.

“Noted.”

He brought his other hand down until he had both of her nipples between his index finger and thumbs. He squeezed gently and wallowed into the sounds she made as he gradually increased the pressure. She squirmed against him as she tugged and pulled at her teats.

“Glad I found those.”

He was too engrossed in his work to realize she had been slowly pressing herself harder against his crotch. He exhaled loudly as she gave her ass a small shimmy, rubbing against his now almost completely erect sex.

She gave a deep, sultry laugh. “And I’m glad I found that.”

He squeezed his legs together, pressing her further against him. “Me too.”

He gave her nipples one more long, slow tug before letting go. He wrapped both arms around her trunk and pulled her into him.

“Did you enjoy that?”

She nodded and nuzzled her cheek against his shoulder. “I did.” She put a hoof on his hand. “I think I’d like to see what else these can do though.” She shifted in his grip and he lowered his arms until she was sitting in his lap, lower legs wrapped around his waist and upper around his neck.

She leaned forward and kissed him. He felt her grind herself again and he groaned as his penis called out in annoyance at still being locked in his swimsuit. The weight of her in his lap was intoxicating.

He reached down and wrapped both of his hands around her ass. His observations had been accurate. It was perfect, a work of art. Each huge cheek was a glorious mix of supple flesh and muscle. He noted with no small amount of pleasure that her Cutie Marks made a perfect spot to rest his wrists for him to get a handful of her.

Handy.

He heard her inhale sharply as he squeezed and pulled at her ass cheeks.

They parted as he continued massaging her bottom.

“So…like what they can do?” He grinned as felt her push down further into his hands.

“I do.” She leaned forward and ran a series of kisses up his cheek until she reached his ear. He shivered as she gave a gentle lick at the base of his ear. “I want those inside me.” Before he could respond, she pulled back from him slightly, reached down and pressed one hoof against the bulge of his cock.

“And I want…THAT….inside me.” She brought her face back down to his and kissed him gently on the lips. “We should go back to your room.

He smiled and brushed one of his fingers against the thick outer ridge of her marehood. She shuddered against him as he stroked the flesh.

“I couldn’t agree more.”