The twittering of the birds were the first thing Panda hears from the boggy depths of his dreams. He grunts and starts to gently stretch, groaning from the few pops that come from his back. He blearily blinks and starts to go through the motions of his day, his tired mind not completely registering the clopping of his hooves on wood instead of the cave floor of his home.

Soon enough, his eyes focus to see the warm wood walls and hear the chittering of various animals around him. He blinks a bit and slowly inches to the noise. Alongside the various animals sounds comes something beautiful, a singing voice more entrancing than the most beautiful siren. His head peers around the corner into an open room, packed with animals eating various meals and a certain yellow pegasus serenading all creatures in the room. Panda's eyes slowly focus on only her, ignoring a very irritated looking bunny stomping his foot.

'Blimey!' came a deep brogue from his head. 'We really know how ta pick a mare.'

Panda shakes his head to clear away the voice only to then catch a carrot in his mouth. He blinks and looks over to a very annoyed rabbit starting to pick up another before he’s stopped by Flutterhy.

“Oh, Angel!” she starts with an almost motherly chastising tone. “You shouldn’t do that. You need to finish your...oh!”

Fluttershy looks over to the semi-stunned Panda and bashfully hides behind her bangs, a small smile playing on her lips. She and Panda stay that way for a bit, only the annoyed tapping of a certain rabbit’s foot seeming to keep a tempo amidst the silence. Even the various other animals looked between their delicate caretaker and the black and white pegasus with the messy mane. A lumbering grizzly bear looks like he’s about to do something when a cheery voice seems to emanate from the very air.

“I hear my little Flutters is gonna be a mama~” the voice sings out.

Within moments, the air between Panda and Fluttershy seems to pop and the serpentine form of a certain spirit of chaos shows up with a bottle of champagne and a kazoo. Panda looks shocked while the buttery pegasus giggles at the anitics of her friend.

“Oh! I’m gonna be a godfather!” He sings, undoing the champagne for the bottle to fly off and the cork and liquid to stay there.

The draconiquis looks to Panda, his eyes studying his form for a bit before he hums and pops out and back again wearing a button up shirt, suspenders, slacks, a monocle and a rather dapper mustache. He walks over to the utterly confused pegasus, his hands holding his suspenders.

“Is this the stallion that’s giving me godchildren?” he says in a stereotypical 50’s father tone, offering Panda his paw.

When Panda shakes the paw, it keeps shaking as Discord moves away and looks at him from a distance. He gives various hums and other noises as he uses his tail like a picture frame before his lion paw pushes Fluttershy next to him and reattaches onto him.

“Hm…” he thinks before a lamp appears above him and he clicks it on with his talon. “Oh! This is that one stallion you were talking about, right?!” He asks Fluttershy with a small smirk. “The one with the delicious ‘milk’ and the full ‘vats’ of the stuff?”

The more and more the being of chaos incarnate spoke, the redder the faces of the two ponies got. The deep chipper hybrid laughed and hugged the two tightly.

“Oh, you two are just too adorable!” he teases before smirking at Panda. “Also, I noticed the teeth, how wonderfully chaotic to see an omnivorous pony.”

Discord ruffles the already messy mane of Panda and nuzzles Fluttershy.

“Be sure and see if he can join us for tea sometime Flutters.” Discord says with a cheshire grin. “I have a feeling our great tea time might get even more fun.”

Before either of the ponies can reply the crazy spirit pops out again.

Panda blinks owlishly for a while while Fluttershy bashfully giggles a bit, hiding a bit more into her mane, if only to hide her growing blush.

“He, um, he means well.” she says through her nervous chuckling.

Panda just gives his own sheepish chuckle. He still didn’t fully remember why he wasn’t at his cave but he was happy enough to be with the beautiful pegasus beside him. His heart pounds in his chest and a certain brogued voice chuckles in his head. Before the silence can get awkward or comfortable, it’s broken by a series of hurried knocks .

Fluttershy starts to move to the door curiously before it bursts open to reveal a certain worried and nervous party pony. She jets over to Fluttershy and begins her rapidfire talking.

“You won’t believe it, Fluttershy!”she starts to babble “I went to Panda’s cave. You know, the stup with the super yummy milk.” she clarifies, drooling a bit before shaking her head and continuing. “Anyway, I went to his cave and he was gone!” she says, a certain worried tone in her voice. “I don’t think he’s in trouble, but he’s usually at his usual spot right now! I was just, you know, going to get the usual bulk order but I couldn’t find him!”

Panda blinks and clears his throat.

“Oh, hey Panda, just give me a second.” she says, acting like she’s gonna continue ranting before she does a double take.

The party pony releases Fluttershy and just stands there for a bit looking between the stallion she thought was missing and her butter yellow friend. Every creature and pony in that room could practically hear the gears in the party baker’s head turn and whizz as she processed the information in front of her.

Fluttershy starts to say something but is cut off as she drags both Panda and Fluttershy into a tight hug that the earth pony is very well known for. Fluttershy laughed but Panda’s blush grew deeper as the pink mare hugged them close. He could smell the flower and sugar that mingled with her natural, slightly earthy scent and his mouth began to water.

The party pony finally pulled away before Panda’s cock could start peeking from its sheath and he breathed a sigh of relief. Pinkie then proceeded to practically hum with excitement and the air buzzed, seemingly from the very energy the mare exuded.

“You did it didn’t you?!” she happily says, her hair somehow seeming to poof out a but more. “Does that mean…” Pinkie pauses a bit and waits until her body does some random wiggles and dancing which causes the mare to gasp excitedly. “You’re pregnant!”

Panda’s eyes go wide but Fluttershy just giggles a bit and nods causing the pink party to pull them into another hug, albeit one a bit more gentle for Fluttershy. She nuzzles the two and Panda can’t hold back his body any longer. His cock peeks from his sheath and pokes the party pony but instead of pulling back, the pink pony pushes more into his slowly stiffening member. And she looks over to Fluttershy.

“So, you still don’t mind then, right Fluttershy?”she asks, Pinkie's tail, somehow stroking along Panda’s sheath, teasing out more of his cock.

Fluttershy pulls away and trots over to the door, closing it and locking it. She sweetly looks at the two other ponies and shakes her head.

“Not at all, Pinkie.” she says in her usual, loving tone. “You’re my friend.”

At that Pinkie Pie practically vibrates again, the feeling making more of his cock come out and stiffen for her and making Panda groan, his eyes beginning to go hazy with lust.

‘Oh, we really do know how to pick ‘em, don’t we?’ comes the brogued voice again. ‘Time to breed another one.’

Panda’s cock pulses and hardens more between him and Pinkie causing the party mare to coo and giggle.

“You don’t mind, right, Panda?” the party baker asks, “I really need a bun in my oven.”

Panda’s wings snap open and his cock throbs at her words. He looks over to Fluttershy and she gently smiles at the two and gives a nod.

Panda hungrily presses his muzzle into the pink mare, hungrily pushing his tongue into her mouth. The party mare giggles at first before she moans into his mouth and rubs her hoof along Panda’s long, thick spire. Panda’s hooves make for her flank, rubbing and massaging them greedily.

Much to the horny stallion’s dismay, Pinkie pulls away from him and takes out a familiar vial out of her mane, winking at him and chugging its contents, her eyes going from playful to wild with need and lust, matching Panda’s hungry gaze. She slowly turns around and pulls her tail to the side, revealing her already drooling marehood. And smirking back at Panda.

‘Oh, this one’s gonna be fun.’ came the voice inside him.

Panda grunts and darts to the lusty Pinkie, mounting her and pressing his tip against her in a flash. The bubblegum pony below him kisses him and puts her tail around his flank. Panda growls into the kiss and pushes the tip of his member past her lips, making her give a hungry moan into his mouth. She pushes her tongue into his mouth as he begins to sink his length into her. He groans as his stallionhood rubs along the walls of her marehood, his tip stimulating all inside her as he pushes more of himself into her.

The sounds of another pony quietly moaning can also be heard, making Panda’s eyes dart over to Fluttershy, a wing near her mouth to try to stifle her wanton moans and a hoof wetly rubbing her pussylips. When Panda’s tip finally pushes against Pinkie’s fleshy cervix, the party pony gives an especially lust-laced shriek into his mouth and he feels her tunnel squeeze and sporadically massage his rod as she orgasms.

Panda waits only a little bit before he starts to pull his length out, making the party pony pull her mouth away and with her tongue lolled out her scream goes up in pitch. When his tip is all that’s in her, he pushes in again and she gives a deep moan, her orgasm extending and her lungs burning for breath.

Panda rests his tip against her inner door again and she gives a sharp intake of breath as she whimpers in pleasure. Panda grunts and massages Pinkie’s flanks, letting her pant and get her lungs some much needed oxygen before he starts to pull out again.

“Oh, sweet cupcakes!” Pinkie moans out looking to Fluttershy who’s watching the two of them and clopping away. “Y-you really have a winner here, Fluttershy.”

Before even knowing if her friend responded, Pinkie throws her head back and shrieks again as she feels Panda’s cock thrust back into her. She doesn’t have as much of a window to breathe this time, however, as Panda immediately pulls to his tip and thrusts in again, starting to make a rhythm of powerful, fast thrusts and slow, stimulating pulls. She could feel Panda’s cock begin to work her like a master baker and she couldn’t wait for the cream pie she knew was coming.

The sounds of wet slaps and wanton moans ring through the hovel. The animals had long-since left, even a very judgemental bunny high-tailed it, the smell and sounds of the rutting driving them all off. Panda’s focused thrusts had now turned into a heat fueled, ball slapping fucking and Pinkie’s mind was overwhelmed with lust as her tongue was lapping at Fluttershy’s pussy as the said yellow mare looks at Panda, her beautiful cries singing the tune of lustful pleasure.

“Pinkie!” Fluttershy shouts as she begins to crest her peak “Cumming!”

Pinkie does nothing more than moan into her friend’s muff as she was almost approaching another orgasm of her own. She had lost count on how many she’d already had. Her tail intertwines with Panda’s as he pounds into her, hard and fast.

Panda knew he was getting close to filling the bubbly baker up, he had to say, though he knew she made good threats, he might like her better like this, his cock inside her and her tongue working on another mare. His hoof gives her flank a quick smack and pushes as far into her as he can, pressing his tip against her cervix and he holds her close as he can before he explodes inside her, painting her femanine oven with his virile baby batter.

Pinkie screams into Fluttershy’s pussy as she begins cumming again before Fluttershy’s own orgasm begins splashing into her mouth. Fluttershy pulls a bit away from her enough to stop her friend from drowning but close enough to cover her friend in her orgasm. Fluttershy looks over to Panda as he gives a growling groan. She smiles as she watches Pinkie’s stomach bulge slightly with Panda’s seed and her ears twitch when his cum splatters against the floor, loudly. In a trance, Fluttershy moves to the pooling cum and she slowly begins to lick up the mess.

Panda looks at Fluttershy, wide-eyed, as she starts to slurp up his cum and he slowly lets go of Pinkie, letting her slump onto Fluttershy who eeps before Panda puts his cumming cock into her mouth and he spurts that last of his cum into the beautiful mare’s mouth, revelling in the thick gulps from her as she swallows his seed again and again.

Fluttershy gulped more and more of Panda’s cum, the exquisite taste of milk and honey spreading through her mouth and moaning as it slid down her throat and pooled in her stomach. Her stomach grumbles in joy as it gets filled with about a gallon of Panda’s thick cum.

Panda slowly slides out of her mouth with a shuddering grunt as his member begins to shrink back into its sheath. He flops onto his flank and pants, looking at the ceiling, his eyes unfocused and his mind riding high from his orgasm.

‘You’re getting better at this boyo.’ comes the voice in his head with a chuckle. ‘Ya keep this up and we’ll have a nation we sired.’

Panda blinks and shakes his head, his eyes clearing a bit as he hears a soft voice.

“You, um, really enjoyed this, didn’t you?” Fluttershy says, tiredly trotting over to him and nuzzling his neck.

Panda hums and gives the beautiful Butter yellow mare an affectionate nuzzle of his own, absentmindedly putting his wings around her. The mare leans into him and wraps her forelegs around him.

“Oh, my…” she says warmly.

Panda blushes but his wings wrap tighter around her and he buries his muzzle in the crook of her neck, kissing it and breathing in her scent. Her scent was a bit more like the woods mixed with a bit of a spring mist. The mare holds him close for a bit before a tired pink earth pony crawls to them and tackles them into a hug. The three laid there hugging each other as the toll of their activities let them gently drift off to a peaceful, restful nap.

Author's Note

Here's the third chapter. Thank you hot reading and don't be afraid to critique or make suggestions for other characters. Have a great day and remember, consent is key!