CRISIS: Equestria: After Hours, Volume 2

Chapters

1: Pinkie/Rainbow - Unchanged Desires
2: Rarity/Lockwood - A Moment of Weakness (Non-canon)
3: Curaçao/Shroud - Raspberry Jam
4: Red Velvet/Multiple Stallions - Frosted Cupcakes
5. Havoc/Cotton Rose: Putting Out the Fire

1: Pinkie/Rainbow - Unchanged Desires

Author's Note

This scene takes place during Chapter Fifteen.

1: Pinkie/Rainbow - Unchanged Desires

Just as she was about to grab a packet, there came a knock at the window, which meant that Rainbow was home from practice; her first game was coming up soon, so she probably had been sent home to rest. She headed over to the window, removed the air filter, unlatched the window itself, and let… Pinkie in?

"Oh… um, h-hello Pinkie?" Fluttershy said, gawking at her friend that had somehow just leapt through the window. She glanced outside, hoping to see how Pinkie had managed to leap up eighty-four floors, then backed away as Rainbow came in right after. "Oh, thank goodness. Hello Rainbow. How was practice?"

"Hey Shy," Rainbow said as she headed straight to the fridge. "Practice was fine. I think we're getting this team into shape, as good as they can be anyway."

"Hey, Fluttershy!" Pinkie said with a little wave. Since it was her day off, she was wearing her casual clothes, which is to say she was wearing her work clothes, just without the apron; it was as close to normal as Pinkie had and she liked it. "How are you? Long day?"

"Oh, I'm fine, thank you. Are you enjoying your day off?" Fluttershy asked.

"You betcha! Dashie and I went shopping, and boy, lemme tell ya, this city's not all that bad once you get used to it. They've got loads and loads of places to shop, y'know? Red told me about this place out in the Mid-East District, so Dashie and I dropped by on the way home."

"Yeah, uh, speaking of which," Rainbow said, coming back over to Pinkie with a few bottles of water. "Shy, can, uh… can Pinkie and I get the place to ourselves for, like… an hour? No no, make it two. Two hours?"

"Oh?"

Fluttershy then noticed the little pink bag in Pinkie's grip, as well as a fairly oblong box that was poking out of it. The bag's label displayed the name of the establishment, The Luv Shack, which also included a stencil of a mare in a not-at-all-subtle position that indicated she was ready for something… well, intimate.

Her face turned bright red in realization. "Oh! Oh, absolutely. Um… you two, yes… sh-should I go now? I can go now if you want."

"I mean, unless you wanna watch?" Pinkie said, waggling her eyebrows.

Rainbow, also red in the face, nudged her. "Pinkie!"

Fluttershy, now even redder, hustled over to the door, grabbing her key on the way. "Okayhavefunbye!"

She closed and locked the door behind her.

*****

Once Fluttershy was gone and the apartment door was locked, Rainbow wasted no time whatsoever in scooping Pinkie up, planting her on the couch that they'd been sharing for a bed, and fiercely kissing her like her life depended on it. She did not spare a single ounce of effort or passion, using her tongue, her lips, her hooves, everything.

Pinkie weakly resisted, letting out a little squeak of protest even as Rainbow dominated her mouth with her tongue, but they both knew that she wanted it just as bad as Rainbow did, maybe more.

And that would be impressive, because Rainbow was hungry, the result of more than a week of not getting a chance to be intimate with her fillyfriend, not to mention the fact that living here in big city was just loaded with images that put sex on her mind:

Billboards with sexy mares advertising various products; lots and lots of good-looking mares walking the streets or flying through the air at all times of day, many wearing clothes that drew attention to their assets; sharing a communal shower with the mares on her new skyball team who were all, frankly, hot. It took a lot of self-control not to jill herself off earlier today while watching Sweet Crespelle lather herself up; the barely-legal mare had to know what she was doing.

But Pinkie finally managed to push Rainbow off of her; a strand of saliva bonded their tongues together for a brief moment as Rainbow pulled away. "Wow, Dashie, you're eager today," Pinkie breathed, her face red, her breathing hot and heavy as though she'd just ran twenty miles. "I've never seen you so horny before. Was it because I suggested Shy should watch?"

Rainbow pushed forward to kiss Pinkie's neck. "It's just been a while, that's all. And yeah… that was a little hot…"

She had to admit, the thought of her oldest friend possibly watching her and Pinkie screw was a turn-on she hadn't realized she had until Pinkie had suggested it, even as a joke.

"C'mon, take this off," she said, grasping at Pinkie's uniform, "and let's get busy. I can't take another minute."

Pinkie moaned as Rainbow pushed herself harder against her, but managed to push Rainbow off again. "Hold on, Dashie, I've got a surprise for you."

Rainbow blinked. "Yeah, I know, we bought it together," she said, tilting her head towards the bag. "I was there, remember?"

Rainbow hadn't been surprised that the big city had a bustling red-light district. The shop they'd visited, The Luv Shack, had come highly recommended by Pinkie's friend Red Velvet, and boy had that been a solid recommendation.

The selection had been varied to a ridiculous degree, with toys and equipment that Rainbow and Pinkie had never even seen before. The dildo selection in particular was quite extensive, with varying sizes, colors, and accessories but no different races, which was a little disappointing; Pinkie had been eager to try griffin for some reason. They'd settled on something simple and affordable, but they both knew they'd give the shop another look sometime after Pinkie's next paycheck.

"Besides that," Pinkie said, booping Rainbow on the nose and drawing her out of her trip down memory lane. "Trust me, you'll love it. Just let me go get changed for a second, okay Honey?"

Rainbow paused, then nodded, sitting herself down on the couch. "Sure, babe, go for it."

Pinkie kissed Rainbow on the cheek, then bounced her way over to the bathroom, shaking that beautiful ass of her the whole way; Pinkie knew just what Rainbow liked about her physically, and what Rainbow liked was her fillyfriend's big, bouncy bubble butt. Rainbow had had several fillyfriends before she and Pinkie had hooked up, but none of them had an ass like Pinkie did.

None of them had captured Rainbow's heart, either, but she wasn't thinking about hearts and love right now.

Now, whenever Pinkie needed to "get changed", that meant she was going to dress up in one of her fancy cosplays. Pinkie just had a thing for dressing up as her favorite characters from games, movies, and comics; the fact that she loved to do so when having sex—not always, but for special occasions—was a nice bonus. And Pinkie always looked amazing in them, even as male characters.

Rainbow had no idea where Pinkie got the outfits or where she kept them—she'd seen the inside of Pinkie's closet—but she wasn't about to complain or ask too many questions. Even now, when they were literally a world away from home, she didn't ask any questions, like "how did you find a costume around here?" because it didn't matter.

While Pinkie was in the bathroom, though, Rainbow grabbed the oblong box out of their shopping bag and cracked it open, revealing the wonderful little toy that she and Pinkie had purchased with the bit of spending money the latter had earned.

It was a supremely realistic strap-on, jet black in color with a slightly flared tip, a medial ring, and even little veins snaking up the length, plus a set of weighted balls at the base. It wasn't extraordinarily big—still well above-average, the shopkeeper had said—but it would get the job done. There was even a little attachment on the inside that slid up inside the wearer's pussy to help enhance their own pleasure, as well as some weak vibrators in the balls to add to the stimulation for both partners.

Rainbow strapped on the harness and sat back on the couch, marveling at the just so real the thing looked. The attachment on the inside was barely inside her enough to cause any real sensations, but she knew once she got to work, it would feel great. How the vibrators worked without batteries, she didn't know or understand, but she could feel them teasing her now and it was… well, more relaxing than erotic at the moment.

A moment later, and Pinkie popped back out of the bathroom wearing her new outfit, standing up on her hindlegs to show it off. Up top, she wore a flight jacket like Rainbow's, only cleaner and neater, with a weird harness-like device right on her chest. A pair of orange goggles covered almost all of the top half of her face. But what really drew Rainbow's attention was the golden yellow spandex tights around Pinkie's lower half.

"Ta da!" Pinkie said, gesturing at her new costume and giving a little twirl to show it off. "Cheers, love! The cavalry's here!"

Rainbow couldn't take her eyes off of Pinkie's butt. The tights lived up to their name, clinging so snugly against Pinkie's prodigious posterior that Rainbow was frankly amazed they could even contain it. How Pinkie even managed to squeeze those on was more of a mystery to her than where she even got the outfit.

"Damn, Pinks…" Rainbow breathed, taking in the sights as Pinkie gave another little twirl, resting her hooves just so in order to draw attention to her hips, and to the highly noticeable cameltoe the spandex caused. "You look… damn."

"I knew you'd like it," Pinkie giggled.

"What was with the accent, though? You sounded like you were gonna invite me for tea and crumpets."

Pinkie put her hooves on her hips. "It's the character's accent, honey. I like to get in character."

"Uh, sure, whatever you say. Are you gonna... keep the accent up?"

"Do you want me to?"

Rainbow tilted her head in thought, then gave a short nod. "Yeah... yeah, okay. I'm into it."

"Wicked!" Pinkie then pointed somewhere off to the side. "You hear that? Read my lines with the accent if that's your bag, baby."

Rainbow shook her head. "Moving on?"

Pinkie gave a little twirl, showing off her butt as best she could. "I wanted to do this last time, but I couldn't. But this story was written more recently, so now it makes sense." With a tap to her chin, she added, "Hey, come to think of it, this costume makes a weird sort of sense if we're dealing with timey-wimey shenanigans like alternate timelines and junk. Ever get that feeling of déjà vu?"

"I have no idea what any of that means," Rainbow said, which was completely true; Pinkie sometimes went off on odd tangents like that that Rainbow didn't quite get, but then that was just how Pinkie was.

"What it means is that I get to wear this awesome outfit, honey," Pinkie said, stepping over towards Rainbow, a sultry look in her eyes even visible through the goggles. "I'm glad you like it."

"Hell yeah I do…"

Pinkie straddled Rainbow on the couch and slowly started grinding herself on Rainbow's groin, pressing against the strap-on so that it was sandwiched between them. She also lowered Rainbow's own goggles so that two of them looked like a pair of pegasi on some kind of flight team, which made Rainbow's pussy clench in excitement. It was no secret between them that one of Rainbow's fantasies since she was a teenager was fucking a Wonderbolt in uniform, and this was pretty damn close.

Rainbow placed her hooves up on Pinkie's ass, but then Pinkie pushed Rainbow's hooves down. "Hooves at your sides, Dashie," she said, licking her lips. "No touching just yet."

Rainbow smirked and leaned up to kiss Pinkie, but Pinkie just pulled back a little so that her lips just barely made contact.

"No touching," Pinkie repeated. "Just sit and enjoy for a minute, okay?"

Rainbow nodded and relaxed back against the couch cushions, watching as Pinkie turned around and shoved that beautiful butt right up against her fake dick. Pinkie moved like a professional, twerking her ass so that it shook like gelatin and applied just the right amount of pressure against the strap-on that it pressed against Rainbow's pussy.

"Damn, Pinks," Rainbow hissed, resisting the urge to slap her hooves on her fillyfriend's rear. "You're lucky I'm not really a stallion. I'd probably blow my load all over you right now."

Pinkie giggled and grinded her butt down against the fake balls of the strap-on, sending jolt after jolt of pleasure through Rainbow's pussy. "You really like my booty that much?"

Pinkie slid her ass up along the length of the fake cock, practically enveloping the poor rubber thing between her spandex-wearing cheeks. Brief circular motions just made the phallus shudder and shake.

"Go on, Dashie, tell me how much you like my big booty."

Rainbow felt herself being pressed down into the couch cushions. "I love your big booty, babe."

Pinkie pressed back further, lifting herself up so that her big ass was right in Rainbow's face; the pink party pony was outrageously flexible and acrobatic when she wanted to be. "You just loooove it? That's it?"

Rainbow leaned forward and buried her muzzle right between Pinkie's cheeks. "I worship this ass."

"Damn right you do."

Pinkie stood up onto her hindlegs, then gently fell back onto Rainbow with her entire body, pressing the meaty rubber dick into her ass cheeks. The pressure of Pinkie's weight on the strap-on, plus her slow, methodical grinding, made the strap-on press against Rainbow's clit, the vibrating balls massaging her pussy folds.

Rainbow couldn't resist kissing the back of Pinkie's neck as her fillyfriend pressed further against her. "I want you so bad right now."

Pinkie leaned back further, throwing her head back and exposing more of her neck to Rainbow. "Me too," she breathed as Rainbow took the opening to kiss her more. She shifted herself up and over the strap-on so that she was between it and Rainbow now, grinding her cameltoe against it. "I want you, Dashie…"

Rainbow reached her hooves around to grip Pinkie's thighs, spreading them open roughly. The spandex somehow couldn't hold Pinkie's shapely hips any more and tore open, revealing Pinkie's puffy pink pussy.

"You ready?" Rainbow asked, lifting Pinkie up—with Pinkie's help, of course—to press the tip of the fake cock against her fillyfriend's folds.

Pinkie gently bit into her fetlock and nodded. Pinkie didn't need any lube; she was a self-lubricating machine as it was, and she liked when Rainbow was a little rough.

Rainbow roughly lowered Pinkie onto the fake cock, its flared tip pushing into Pinkie's pussy like forcing a hoof into a tight-fitting glove. Pinkie groaned in pleasure as it sunk into her, inch by inch, all the way up to the medial ring. Rainbow knew the display was half play, half legitimate; she'd used plenty of toys on Pinkie before, some bigger than this, but none quite so realistic.

As far as the two of them were concerned, this was as close as Pinkie had ever gotten to having a real cock inside her; Rainbow took immense pride in knowing it was hers… even if it wasn't really.

Another light shove forced the medial ring inside, and Pinkie let out another squeak and a whimper. That was always Rainbow's favorite part of sex with Pinkie, honestly, more than her fillyfriend's amazing ass, more than her eagerness to please and be pleased, more than her energy and enthusiasm. Those little cute sounds she made were like music.

Another moment was all it took to get Pinkie to slide down all the way so that the rubber cock was buried up to the base, which made the vibrating balls press even harder against Rainbow's slit. "Good girl…" Rainbow whispered, nibbling Pinkie's neck. "You took it all…"

Pinkie moaned and whimpered, pressing her hoof to her stomach. "You feel so good, Dashie…"

"You want more, babe?" Rainbow asked, gently biting Pinkie's ear.

"Uh huh…"

Rainbow lifted Pinkie a single inch off of the cock, then shoved it back in. "Tell me what you want."

Pinkie mewled with pleasure. "I want your big dick, Dashie. Fuck me good~"

Rainbow lifted Pinkie up to the medial ring, then shoved her back down. Up, then down. Up, then down. Again, and again, and again. Pinkie moaned and cried with every thrust, letting out those adorable little squeaks whenever Rainbow hit a particularly sensitive spot.

The weight of Pinkie's big ass slamming against the base of the strap-on was making it bounce against Rainbow's clit with every thrust; it was almost like having Pinkie down there eating her out. This toy was totally unlike anything they had back home, and Rainbow made a note to herself: make absolutely sure to bring this with them.

"Dashie!" Pinkie squeaked, putting her hooves onto Rainbow's. "I'm gonna cum~"

Suddenly, Rainbow heard what sounded like a creaking noise, followed by a crack, and then she found herself and Pinkie falling to the side a little as one of the couch's legs snapped.

The sudden shift in position caused Rainbow's last thrust to go completely balls-deep; said balls pressing against her cooch felt incredible.

"Oh ffffuck~" Pinkie loudly moaned as she came, throwing her head back and letting her tongue hang out of her mouth. Rainbow could feel marecum splash against her thighs; Pinkie had always been a bit of a squirter.

"You okay, babe?" Rainbow asked, rubbing Pinkie's stomach while she kissed her neck. "That didn't hurt or anything, did it?"

Pinkie shook her head. "No, that felt so good~" she groaned. "You've never been so deep before," she added, rubbing her stomach. "I like this toy."

Rainbow glanced down at the now three-legged couch, which was just askew enough to assuredly make it absolutely uncomfortable to sleep on. "Wow. Your big butt riding my dick broke the couch, Pinks."

"Pfft, Ol' Couchy couldn't handle my booty," Pinkie giggled. She lifted herself off of Rainbow's rubber cock, groaning all the while and letting out a little squeak as the flared tip popped out. She looked down at the couch too and said exactly what Rainbow was thinking: "Oh boy, that's not gonna be fun to sleep on. It's just gonna wobble all night!"

Rainbow shifted herself on the couch, causing it to dramatically wobble as they feared. She got up and looked down at the broken, cheap, plastic leg, which had snapped cleanly off the bottom of the couch.

"You think we can fix it?" Pinkie asked.

"Nah, this is pretty bad. We're probably just gonna have to…" She paused; a devilish little idea formed in her head.

"Gonna have to what, Dashie? Deal with it?"

Rainbow rose back up and looked Pinkie in the eye, a sultry grin on her lips. "How 'bout we make it more… even?"

Pinkie raised an eyebrow. "Huh? Like put something else under it? That's what we do when those little plastic tips come off the bottoms of chairs—"

"I mean, what if we… broke another leg?" Rainbow accentuated the point by nibbling Pinkie's ear.

Pinkie paused a moment, then her face reddened. "Ohhh. Yeah, that'd work."

Rainbow tilted her head towards the uneven edge of the couch. She didn't need to say anything; once Pinkie got the idea, she and Rainbow were on the same wavelength. So, she didn't need to be told to do exactly what Rainbow wanted, which was to put her front hooves on the edge of the couch, stick her terrific tush up in the air, and wait for Rainbow to fuck her silly.

Rainbow came up behind Pinkie, pressing the tip of the rubber cock against her fillyfriend's pussy, then mounted her, shoving the entire length of the cock inside in one go.

Pinkie threw her head back and groaned. "Dashieee~"

"Hold on tight, babe," Rainbow said huskily into Pinkie's ear. "Put all of your weight down on the couch, got it?"

Pinkie nodded. "Uh huh… got it."

Rainbow then pulled out to the medial ring before shoving herself back in, then out again, then in, out again, in. Thrust, thrust, thrust.

Pinkie's squeaks and whimpers and moans filled the room. Rainbow was groaning too, as the little attachment and balls were bouncing hard against her pussy, making her wish the attachment were just a few inches longer. She made it a habit not to use toys on herself—she was always top and preferred using the toys on Pinkie—but she was starting to rethink that a little bit.

"Oh Dashie! Fuck me, Dashie!" Pinkie cried, throwing her head back again. She was thrusting her hips back to meet every one of Rainbow's thrusts by now.

Rainbow roughly nibbled Pinkie's ear. "You like that, babe? You like my big cock pounding your little pussy?"

"Yes! I love it, Dashie! I love you!" Pinkie squealed. "I'm cumming~"

Rainbow heard a familiar creaking sound, followed by a snap, and then the couch sank down again so that it was fully lopsided with both legs on this side busted. The shift was still quick enough that Rainbow's thrust went balls-deep into Pinkie, who, as if it was the couch breaking getting her off, came at that exact moment, letting out a throaty, unseemly moan.

Pinkie then sank off of the couch and fell to the floor, her big butt right up in the air. "Oh wow… you fucked me good~"

Rainbow pulled out of Pinkie in a swift, gentle motion, then hastily stripped off the strap-on harness; it was soaked with Pinkie's marecum, same as a big spot on the floor that would probably stain if they didn't clean it up soon. She was panting heavily, and her hoof went straight for her clit to try and rub one out.

But Pinkie just rolled over onto her back and gave Rainbow a cheeky grin. "Come over here, Honey. Sit on my face, and tell me that you love me~"

Rainbow did exactly that, mounting Pinkie's muzzle and using the broken couch to brace herself. She felt Pinkie's hooves wrap around her flanks, and felt Pinkie's nose press against her clit at first. Then, she felt Pinkie open her mouth, clamp it down onto Rainbow's snatch, and with her long, skillful tongue, dove straight in.

Trying to describe how Pinkie ate pussy was like trying to describe highly advanced flight maneuvers and tactics to an earth pony. Pinkie's tongue was many things at once: a tornado, a precision strike, a crop duster, a train. Rainbow had no idea where her fillyfriend learned to eat out another mare, but assumed it was just… natural talent.

Typically Rainbow prided herself on being able to last for a while during sex, and yeah, she knew she'd made Pinkie cum twice already, but she was still surprised at how little time it took for Pinkie to get her off. It was obviously because the strap-on's add-ons had been edging her since they started.

"Fuck, Pinkie~" Rainbow groaned. "I love you." Just a few licks, a few little prods here and there, and pretty soon Rainbow was cumming hard right against Pinkie's muzzle, which latched onto her cooch like a steel trap. "Annhh~"

She convulsed a few times as her orgasm rocked through her body, then just let herself collapse down into Pinkie's waiting embrace. The two just stayed there together for a few moments of post-coital cooldown, breathing in tandem, kissing and hugging one another as the orgasmic highs slowly passed.

Rainbow glanced up, looking at the now-tilted couch, and sighed. "Well, at least it won't wobble when we're sleeping tonight, right?"

"Mhmm," Pinkie agreed, nuzzling into Rainbow's neck. "I feel bad for Ol' Couchy, though. He's been so good to us this past week."

"Don't feel too bad. At least it went out with a bang," Rainbow said with a cheeky grin. "Besides, we were gonna throw it out anyway. At least now we've got a better reason than just because it's uncomfortable to sleep on."

"Oh yeah? What's that?"

"Well, I doubt our friends are gonna wanna sit on the couch now that you glazed the cushions."

Pinkie blinked, then giggle-snorted and booped Rainbow on the nose. "Gross, Dashie." She glanced down at the rubber cock sitting on the floor next to a puddle of her own juices. "So, uh… we've got time for more, right? It hasn't been nearly two hours yet. Barely even one!"

Rainbow's lips curled in a devilish grin. "Why don't you whip us up something quick to eat… wearing just the apron," she said, nibbling Pinkie's ear. "And we'll see about a round three, huh? Maybe we can… even out the couch all the way?"

Pinkie rapidly nodded. "Yes! Yes yes yes!"

And with that she bounded up, stripped off her cosplay—Rainbow wasn't sure where it disappeared to—and set to work in the kitchen in just her work apron, as asked.

Rainbow, grinning, just shook her head, got up, grabbed the strap-on off the floor, and put it back on. This was the best lunch break ever.

2: Rarity/Lockwood - A Moment of Weakness (Non-canon)

Author's Note

This chapter is non-canonical even within the Divergence timeline; it is a "What If?" tale within Divergence's own "What If?" continuity. A dream within a dream, an alternate telling of Chapter Twenty-One.

Featuring Lockwood:

Companion Art is #2554215 on derpibooru.

2: Rarity/Lockwood - A Moment of Weakness (Non-canon)

Showtime wasn't for about an hour from now. That would be more than enough time.

"Lockwood, dear, why don't you lean back and get comfortable? That divan is simply divine," Rarity said, laughing at her own little joke. "And I won't have a gentlecolt like yourself slumped over like he's ready to collapse, not in my dressing room."

Lockwood seemed to realize that he was, in fact, slouching, and so he leaned back onto the rear cushions, scooting against them with a little smile on his face. "Ooh, you're right, this is nice. I should get one of these for my place."

"Comfortable now?"

"Very much so, yes."

She took a seat next to him on the divan so that he was between her and the corner. In this current position, a glance down gave her a view of a portion of his cutie mark, enough to see that it appeared to be an umbrella. She'd never seen it before, since it was usually hidden under his raincoat, and for a moment wondered what it represented.

Then she recalled how cutie mark visibility seemed to be subject to interesting rules: seeing the whole thing or not seeing it was perfectly acceptable. Seeing it partially, however, was seen as provocative, alluring. He couldn't be more suggestive about his intentions if he tried.

"I should thank you again for everything you've done to make this possible," she said, adjusting her dress in such a way that her entire leg was exposed. "There aren't many ponies out there that would put themselves out so readily for a stranger."

"I think you've thanked me quite enough, Rarity," he replied with a smile. "Just seeing you happy with the results is all I need." He seemed to notice her leg and the way she delicately traced her hoof along it, and quickly averted his gaze. "Is it… is it getting hot in here?"

"You really know how to make a lady feel special," she said, leaning against him slightly and biting her lip. "I wish there was something I could do…"

He didn't shy away whatsoever—if anything he leaned against her in turn—which was good enough of a sign for her that she could continue, and so she did. She placed her hooves on both of his shoulders so that they were face-to-face. She took the look of confusion in his eyes as him being nervous that she was making the first move.

"Oh, uh, what's the matter?" he asked, his wings flaring out a bit. "Is there something on my face?"

"Not yet," she said as she used her magic to lock the door.

She pushed him back onto the divan, which was rather easy because, even though she wasn't particularly strong, he was far from being a peak physical specimen himself. She then leaned up to his ear and whispered, "It's alright, darling. Just relax, and let Rarity take care of everything."

"I, uh… I th-think—"

She lifted herself up to straddle him; she could feel that he was excited. "Do you want me, Lockwood?" she asked as she pressed her hoof to his chest. "You don't have to pretend to be shy anymore. I can tell that you do, you wonderful little flirt."

He tensed up when her other hoof caressed his flared wing. "Wh-whoa, I think you've g-got the wrong idea."

"I meant what I said earlier: you look rather dashing in that tuxedo. But now I can't help but wonder…" She pressed her nose against his. "Let's stop beating around the bush, hmm? We're both attractive ponies who are clearly attracted to one another. There's nothing wrong with a little… fun, between friends."

He was breathing heavily, much as she was. She knew he wanted this. She could see it in those gorgeous eyes, feel it in the way his hooves slowly wrapped around her and caressed her back. He looked so anxious and vulnerable, and yet excited at the same time. She closed her eyes and moved to kiss him, and saw him doing the same as she did.

Then, their lips met, and a rush of warmth spread through Rarity's body. She pressed forward into the kiss, parting his lips with her tongue gently and putting her hoof to his cheek to drive it home. She'd always prided herself on how good of a kisser she was, and if he wasn't sold on her by now, this would do the trick.

She pulled away after only a brief moment, then looked into his eyes and smiled, because she could see that he had definitely enjoyed it. She could feel it too, with his burgeoning erection pressing just up against her backside.

"How was—" She started to say.

He interrupted her by reaching a hoof around the back of her head, pulling her forward, and kissing her himself, and though it was just his lips doing the work. She melted into it, that warmth inside her expanding and igniting hotter, and it was at that moment that she realized that he was a good kisser too. A really good kisser, in fact.

So much so that when he pulled away, Rarity felt as if he'd drawn a part of her with him that she'd never get back.

She didn't even say anything as she went back in for another kiss, and this time they met in between. This was no battle of dominance between them, this was a meeting of two individuals who loved kissing and were damn good at it and knew they were. Their tongues didn't clash, they danced, mingling together as one and sharing the space between each other like twins.

They broke from the kiss, both breathless, something Rarity hadn't felt in a very long time indeed from just a kiss. She couldn't even try to hide the elated smile on her face if she wanted, and though his smile wasn't quite as wide it was clearly one belonging to a pony who was riding high off the pleasure of a good, deep kiss.

Rarity diverted her attention just enough that she was able to use her magic to hike up her dress a bit so that it would be easier for her to lift herself onto his erection. All the while, her hooves moved to his tuxedo buttons and undid them so that she could press her hooves to his bare chest.

She leaned in and kissed him along the neck briefly; he did similar, his lips coming up to brush along her ear. When she pulled up to kiss his lips again, she took the time to savor it, to really take note of how good it felt. She noted how the texture of his lips were soft and delicate; she noted how he tasted, knowing for certain what flavor of toothpaste he used: cinnamon, her favorite.

She slid her wet folds—she was amazed at how wet she was from just kissing—along his tip and length to lube him up a bit, then pressed his tip right up against her entrance. It was then, and only then, that she broke the kiss, because she wanted to see his face when he entered her.

A quick glance down told her that Lockwood was no giant by any means. His stallionhood was barely a darker shade than his coat, but uniform in color. Though he was pleasantly handsome, his build was relatively scrawny, and this extended to his endowments; he was average, in all respects, maybe a smidge larger. Rarity didn't mind that one bit, actually, if only because size wasn't a big deal for her.

She only cared if he knew how to use it.

As she let his slightly flared tip pressed into her, she let out a soft gasp; he, in turn, grunted slightly and clenched his eyes shut, as though the experience was too much.

That made Rarity grin just a little; she'd always known that she had a particularly tight tunnel, even after losing her virginity, and knew that it drove the few coltfriends she'd had absolutely wild. She hadn't had a sexual partner in months, so she was feeling particularly tight tonight; she could feel even his moderate size pressing firmly against her walls, making him feel almost bigger than he actually was.

Lockwood, though, seemed like he was just so stunned that this was happening that he didn't really do anything. Rarity felt that was perfectly fine with that as well, because he was so cute like that right now, especially the little moans he was letting out as she sank down further onto him and the way he was breathing and clenching his teeth. He must have been awfully pent up.

She gyrated only briefly, bringing him out again so that just the tip was inside, then sinking back towards his medial ring before rising up again. Though his hips moved only slightly, it was enough to meet her motions and work in tandem together. His hooves moved from her back to her rear, and she gasped as he gave her a delicate little squeeze. He was so gentle that it was more charming than aggressive.

As she rode him gently for now, she kissed down from his lips to his chin, then down to his neck. Growing a bit bold, she sucked hard on a spot halfway down his neck for a moment; he didn't object, just winced and squeezed her derriere a little harder. Once she was satisfied, she tenderly kissed the spot while it reddened. She hadn't given a partner a hickey since she was in high school; it made her giddy, and a little naughty.

Chantilly and Lapel had set this up for the two of them, and now Lockwood would bear the proof that the gift had been accepted and appreciated, all without anypony having to say a word. It would be improper for her to approach Chantilly later and say, "thank you so much for sending Lockwood to my dressing room so we could have sex."

She trailed kisses down his chest next as she continued slowly moving herself on him, enjoying the slow, passionate lovemaking—

No, she had to remind herself that this was not making love. She and Lockwood were just friends, she knew that, and he knew that; the word "love" wasn't going to come into this. This was sex. Just sex. Good sex between good friends. Purely physical, nothing else, no matter how much it felt like making love. She made sure to keep that thought in mind, and hoped he was as well.

She kissed him on the lips again when she pushed herself down onto his medial ring, and kept kissing him as she gyrated herself off of it again and again. Her hooves went to the back of his head to deepen the kiss just as she sunk all the way down.

She found that his flare brushed up against a very sensitive spot, and it was absolutely heavenly. She'd had plenty of past lovers that were certainly skilled at pleasing a mare, but for them it all felt as though they were putting too much effort into it. That Lockwood could just lay back and hit her spot just because of his natural shape was amusing; nothing so cliché as saying they were made for each other, but amusing, and certainly pleasurable.

His hooves moved back up to the small of her back, so that he was really hugging her more than anything else. She liked this position a lot, because it kept her chest pressed against his so that she could just barely feel his heart beating, and he hers. He wasn't an overtly sexual lover, it seemed, and that was more than fine with her; he was a romantic gentlecolt, through and through, and that turned her on as much as any frantic thrusting could.

She lifted herself up, then sank back down. Up, and then down. Out, then back in. Again. Again. Again, this time all the way to the base, earning a pleased grunt from him as she let out her own perfectly ladylike moan. He met her lifts by pulling back just a tad, then thrusting up to meet her when she lowered herself back down; he wasn't just a romantic, he knew what he was doing, and had no problem with letting her take charge, far different from any coltfriend she'd had before.

But she could feel him tensing up a little, and felt his thrusts get less impactful, as though holding back. He broke the kiss, but she leaned in and kissed him again to cut him off. He didn't need to say a word; she knew what he wanted to say just from the way he was moving. A gentlecolt always informed his partner of his impeding climax, if only to avoid a mess or an accident; it was be most unlike the pair of them to risk anything… permanent. Not between just friends.

She then tightly latched her magic around the base of his shaft before lifting herself up and off of him, gasping and moaning as his entire length slid along her insides. Once she was all the way off, she swiftly trailed kisses down his chest again, sliding her whole body down and along the divan as she went, until her lips reached his crotch.

He even smelled like a gentlecolt, with not an ounce of unpleasant musk. He was sweating, certainly, but that was because of this act of passion, not because he was unclean. So, she didn't mind one bit in pleasuring him orally. Typically she didn't perform fellatio with her prior lovers unless they were clean, and often had to request that they cleaned up—yes, sometimes even right in the middle of sex—if they wanted to put their stallionhoods anywhere near her mouth.

While she used her magic to work the base of his shaft, Rarity placed her mouth over his flared tip with relative ease. Thanks to his average size it made everything easier and more agreeable, a wonderful bonus from being, well, average—she wanted to rescind that, actually, as he was more than just a smidge above the average mark, but hardly a giant. A well-hung stallion might be more enticing to look at, perhaps, but Rarity had never felt that size was more crucial than comfort.

She ran her tongue underneath the flare and around the tip, then bobbed her head down to take more of his length into her mouth, all while maintaining eye contact. Unlike other lovers she'd had, he stayed still, not even so much as bucking his hips upwards on accident as her tongue passed over every little vein; unlike other lovers he never put his hooves on her head to force her to take more than she wanted, just stroked her mane like a gentlecolt.

She even managed to smile up at him, despite having her mouth full of his stallionhood. She found that she was able to get him far deeper into her throat than she'd been able to do comfortably with any lover before, and that made her feel rather… good. Like an accomplishment, really. Not something she'd brag about to her friends—what a scandalous thought!—but a personal achievement.

He just remained still, maintaining eye contact right back, meeting her lustful gaze with his own, letting her know with just his eyes that she was amazing. Because of course she was!

"Rarity—" he breathed. He then clenched his eyes shut and threw his head back, right as he came, letting out the softest moan Rarity had ever heard from a lover.

His little utterance had been enough warning for Rarity to prepare herself. She dove down and pushed her lips all the way to the base of his shaft, such that his balls rested right beneath her chin. There'd be no choking or sputtering afterwards, and she could easily breathe through her nose at a normal pace.

The first thick rope of spunk shot out into the back of her throat, followed by another, and another. He was definitely pent up, but luckily didn't produce enough volume at once to bother her. It was easy to swallow it all down as it came, and for her to focus on other things. Her magic shifted down to gently fondle his balls, coxing as much from them as she could so that he was utterly satisfied.

The poor stallion must not have had released in quite a while, since he didn't stop cumming for nearly a minute. It was odd, really; there was no way a stallion like him hadn't slept with a mare once in the past… year or so, if Rarity had a guess based on how much spunk he had to offer. Even then, surely he'd masturbated at least once in that time frame? She'd ask him if it wasn't rude to do so. She didn't want to come off as if she was belittling him.

Only once she was assured that he'd had a complete and satisfying orgasm, that she had milked every last drop of his oddly mild-tasting cum had been released—a lady always swallowed, and she never made a mess—and that he had softened sufficiently, did she remove him from her mouth. She used her tongue to clean his tip and ensure there was no unnecessary dribbling.

She then trailed herself back up, kissing his chest as she went, until they were face-to-face again. "How was it, darling?" she asked, whispering in his ear.

"W-wonderful," he said with an anxious gulp. "You're really… wonderful. Is that okay to say?"

She smirked and nibbled his ear a little. "Complimenting a lady on her sexual technique is certainly okay. I'm glad you enjoyed it. I know I did."

"Ah… did you… er, finish?"

"Nearly, but no, and that's quite alright, dear," she replied, glad he was kind enough to ask. "I would've needed to continue… hmm hmm, riding you, and we didn't exactly bring a condom. There's nothing wrong with little raw fun, but I don't think either of us wanted anything unfortunate?"

"Fair point." He shook his head. "Lay back on the divan. You've been generous to me—"

"Darling, really," Rarity tittered. "After everything you've done for me and my friends, I hardly think you owe me for giving you an orgasm. Even if it was a rather good one, if I might make an assumption?"

"Just… lay back, Rarity. It's only right."

She looked him in the eyes, and saw that he was serious, so she smiled, got off of him, and rested herself comfortably on the divan, legs open so that he could access her. "Well, darling? I'm allll yours."

He didn't even hesitate to dive right in and cup his hooves around her derriere to give both him and her leverage, which surprised her. She usually had to beg and plead to receive cunnilingus from her former lovers, and often they'd ask for something in return, a fact that Rarity always found unfair as she was expected to perform fellatio without recompense.

Because the requests were often for things Rarity considered unladylike—she'd never dream of letting a stallion stick himself in such uncouth areas—she often denied them and as such was denied in turn. She'd have to be truly desperate—or her lover would have to be monumentally talented—to even consider it.

Lockwood wasn't exactly over-eager, so to speak, but he didn't look like he was being forced to do it either. He clearly enjoyed it based on his proud, determined expression—the fact that he was maintaining eye contact the entire time to gauge his work, as she'd done for him, was absolutely hot—but it was less that he loved eating her out as he loved giving his partner pleasure.

How in the world this stallion was still single at his age was beyond her.

And damn it all if he wasn't good at pleasuring a mare orally, either. It made sense that a stallion who was good at kissing would, in turn, be equally skilled at cunnilingus. It was still surprising, though, because he was quick to find the spots that made her gasp and moan. She usually had to provide directions to her lovers, as if reading them a map, but Lockwood definitely knew what he was doing.

His lips grazed her folds like silk, his tongue moving into her and coaxing the sweet nectar from her delicate flower. His nose teased her sensitive little love button, and sometimes he'd graze it with his tongue as well. He didn't hesitate to moan gently into her, like he was savoring some tasty dish, sending rumbly sensations that tickled her just right.

And he was merciless. Rarity had never actually taken a pegasus lover before, so she was unaware of what they could do with their wings in the bedroom. Despite him not being a talented flyer—his admission—he still knew how to use his wings, and ran them along her inner thighs like they were hooves, all while using his hooves to keep her spread open. The sensation of his feathers was a pleasant mix of ticklish and warm, sending little jolts up through her with every brush.

Yes, there was definitely a mystery abounds as to why this stallion was single, especially since he never gave any indication that he was a philanderer.

She didn't have the same restraint he did, she found, because while he'd been a perfect gentlecolt and barely even set a hoof on her while she'd fellated him, she was unable to resist putting her hooves into his mane so he knew how much pleasure she was getting with every tug and squeeze. If anything, she could swear he liked it, that he enjoyed having his mare physically demonstrating their pleasure to him in such a way.

"Lockwood, dear… I'm… close," she whimpered as he sucked on her clit. "Ahh!"

She spread and bucked her hips forward as she came, biting into her fetlock in the process and practically forcing his muzzle into her with her other hoof. She closed her eyes, and though she could no longer see him, she could feel his grip on her rear tighten as he kept his muzzle locked against her slit, keeping her from making a mess on the divan.

She was definitely going to catalogue this orgasm into her top three, something to recall on lonely nights when she had nothing more than her hooves and magic to aid her needs.

Once she'd ridden out her orgasm, he remained there with his head between her thighs, making a show of kissing her slit gently to both tease her and soothe her at once. She looked back down to see that he had momentarily closed his own eyes as well, but their eyes met when he reopened them.

After a moment, once he was certain that she was done, he detached himself from her and joined her on the divan, kissing her neck briefly while pulling her in for an embrace. He was a true gentlecolt, a lover through and through; she couldn't help but feel a little pang of sadness that they'd likely never do this again, ever.

They remained like that for a moment, breathing in each other's scent and enjoying the feel of one another wrapped in an embrace. Rarity always loved to cuddle after sex, and it seemed like he did too, which made this new stage of their friendship feel all the more right.

"That was wonderful," she breathed once she could get her head together again. "I'll say it once more: you really do know how to make a mare feel special."

"So… you enjoyed it?" he asked, looking her in the eyes.

"Very much. Did you?"

He paused if only for a moment, likely just to think of the proper words. "It was wonderful, wasn't it?"

She kissed him briefly, only tasting a distant lingering of herself on his tongue. It was not quite the passionate "I want you" kisses they'd shared earlier, but a definite "I had fun" kiss that sealed the deal away. The sort of kiss you gave to a friend you'd just had sex with, so that you knew that that was all it was: sex. There was no romantic jolt here, no rush of new passion; just a friendly little warm, fuzzy feeling.

As she lay there for a moment, contemplating everything, she recalled what she had thought of when Lockwood told her the story of how Chantilly and Lapel had met. And now that she'd given it a try herself, she had to say that yes, it was absolutely enjoyable to have sex in a dressing room. She almost wished she had brought the fun over to the mirror.

"Normally, darling, I would love to rest and cuddle after such a passionate exchange, but I have a show to put on," she said, nuzzling his neck. "I simply must change out of this dress and reapply my makeup if I'm to be presentable to that crowd out there."

"Oh, absolutely. I figured you would," he said with a nod. He gracefully let her out of the embrace so that she could get off the divan and make for the dress rack to locate a new dress, then rose off the divan himself and rebuttoned his tux. "I'd love to stick around and help if you need it—"

She giggled as she stripped off her dress; at this point, letting Lockwood see all of her was practically inconsequential. She didn't even hesitate to flaunt herself just a little bit for his benefit; she wanted him to gawk and marvel at her, now more than ever, and he was definitely doing just that.

"Darling, if you stuck around much longer I daresay we might find it difficult to leave the dressing room at all." She passed him a small towel as she stepped over to adjust his bowtie; it wasn't quite straight. "You may want to clean yourself up a little as well. There's a restroom down the hall to your left if you need it."

For a brief moment, he looked like he was going to argue to stay precisely for that reason. Instead, the two just looked at one another, a pregnant pause filling the gap as they drank in one another's forms. As she stood there face-to-face again, she had the strongest urge to just close the gap, kiss him, and shove him back onto the divan for another round.

But she resisted.

She cleared her throat. "Well!" she said, her smile returning, "I believe you have delivered your well wishes, so perhaps it would be a good idea to take your seat out there and get ready for the show? I still have to get myself ready and ensure Insipid is put-together."

He smiled and nodded, heading for the door, though perhaps a little too quickly. "Yeah, sounds good to me. Good luck out there, Rarity. I'm sure you'll knock them flat," he said with a confident grin.

"Thank you, darling. For everything."

*****

Lockwood returned home late that evening after Rarity and Insipid ensured that he made it to his apartment safely, and after waving them off with a big smile and closing up his door, he allowed the smile to fall and for his head to bang against the nearest wall, again, and again, and again, in a futile attempt to give himself a concussion.

He hated himself for what he'd done, and yes, it was all on him. He knew he could have easily stopped it, but that split-second of hesitation had turned into a minute and into more than that. More than anything he hated how much he liked it, and on how damn right it felt while still feeling so very, very wrong.

He stepped into the bathroom at a pace that could only be described as groggy, hanging his head as though he'd been delivered world-shattering news. He stripped off his tuxedo without much care for keeping it straight or neat, stepped into the shower, and turned it on full blast at the coldest temperature it could go.

As he looked off at nothing in particular, the only thing he could do was breathe, allow freezing cold water pour all over him. He muttered to himself, "I… am a terrible pony…"

3: Curaçao/Shroud - Raspberry Jam

Author's Note

Takes place during Chapter Twenty-Five.

Featuring Curaçao:

And Shroud:

3: Curaçao/Shroud - Raspberry Jam

Neither of the other two pairs, though, compared to the way that Curaçao and Shroud moved across the floor. Shroud seemed to have gotten the hang of waltzing relatively quickly, which was clearly because Curaçao wasn't just a good teacher, but practically a professional at the technique. She moved with a sort of serene grace that Twilight had never seen before, even back home when some of the stuffier parties involved this kind of dancing amongst practiced individuals.

It wasn't just the movement, either, but the look the two shared. Though it was hard to see their expressions clearly behind the masks they wore, it was clear that the two were looking right into one another's souls with what Twilight could only describe as a deep focus. It rather reminded her of the way that her brother and Cadence looked at one another when they'd danced at their wedding.

The waltzing music came to a triumphant close, and as it did so, Curaçao dipped Shroud close to the floor, but the two kept their eyes locked the entire way. Twilight leaned forward in her seat a little when she saw their faces pressing close. She felt her own face getting a little hot just watching the display, not sure what to expect next. It was like something right out of a movie.

Then, without warning, the two rose back into proper upright positions, though Shroud was breathing heavily. And as the music died down, the pair shuffled briefly off of the dance floor, shared a brief, impassioned, but mostly quiet exchange of words.

Curaçao then turned to the group, all smiles. "Pardonnez-moi, everypony, but Shroud and I are going to take our leave for the evening. This has been a wonderful soiree; merci beaucoup, for inviting us."

"No problem at all!" Pinkie said with a grin and a wave. "Thanks for coming. It was nice meeting you two."

"See you around, sis," Velvet said with a wide, toothy grin. "Enjoy the rest of your evening." She winked.

More goodbyes were said, and then the two departed out the door without looking back.

*****

It was late in the evening when Curaçao and Shroud rode the elevator up towards the latter's office at Pandora Tower, each still dressed in their masquerade costumes. They shared excited glances at one another that hinted at their desires, but Curaçao had enough restraint to keep her urges in check until they got upstairs, and she knew Shroud was just too nervous to act upon her own. The most that they did was hold one another's hooves, and that was perfectly fine.

Curaçao found Shroud to be especially adorable when she was in this hot and bothered state. The unicorn's cheeks were rosey red, her ears flat and back in a show of anxiety, her breathing clearly faster than usual. She was squirming a bit, too, as if she couldn't bear the thought of standing still. Even her hoof was shaking.

She could tell it was because Shroud was thinking. Thinking about how the evening had gone so far, how it was going now, and where it was going to. Shroud was uncertain, maybe even a little frightened, but she was also excited, and it wasn't just her expression that told Curaçao that.

When the elevator finally got up to the proper floor and the doors opened, Curaçao led Shroud into the hall and towards the office, a sultry smile upon her face. The door to the office itself was unlocked, and so Curaçao opened it without any trouble and drew Shroud into the room with her, closing and locking it behind her.

Shroud gulped. "So, what—"

Curaçao cut her off by pulling her in for a kiss. Shroud gave a little peep at first, just out of surprise, but then just melted like jelly right into it. Their first kiss together; and, if Curaçao was right—she usually was—Shroud's first kiss ever.

She started off slow, just using her lips to press against Shroud's at first with soft smecks until she was sure her new lover was comfortable with going further. The unicorn's lips were lusciously soft, and the flavored lipstick she was wearing—raspberry—just barely lingered on Curaçao's own.

Once Shroud was more comfortable with kissing—words were hardly needed since Curaçao could read her lover's body language with ease—Curaçao went bolder, parting her lips and probing at Shroud's with her tongue. She kept one hoof behind Shroud's head, the other on her shoulder; Shroud pressed both hooves right up against Curaçao's chest, and very slowly started wrapping them around her neck.

It took a moment for Shroud to relent and allow Curaçao's tongue into her mouth, but Curaçao remained gentle and slow, just lightly stroking her tongue along Shroud's. The unicon moaned into the kiss; Curaçao could feel her shuddering.

Curaçao then broke from the kiss, if just for a moment, to draw Shroud over towards the office desk; the room was empty apart from it and two chairs, so that was all they had to use at the moment. Shroud did not resist, and if anything seemed eager as she was drawn over. Curaçao was able to lift her lover up onto the desk, then use it for leverage to deepen the kiss once she began it anew, then to move it down to Shroud's neck.

All the while, Curaçao's hooves moved down to start the process of removing Shroud's dress, with some help from the unicorn's magic. It took a few moments—masquerade ball gowns weren't exactly easy to put on or remove—but they managed it together; Shroud was able to maintain enough focus to neatly lay it over an empty chair so that it wouldn't wrinkle.

When Shroud went to take the mask off, though, Curaçao stopped her with a hoof. "Non," she said, just holding the mask in place with a hoof while she continued kissing Shroud's neck and trailed down to her shoulder blade. "Leave it for now."

Shroud didn't vocalize her response, she just did as she was asked and continued her heavy breathing as the excitement of the whole situation enraptured her.

Curaçao took a moment to draw back and look Shroud over, even though the latter tried to shy away. The other mare was a little on the thinner side, but her figure was still lovely nonetheless. Shroud was mostly plain otherwise, that much Curaçao knew, but she was sweet and cute and she cleaned up nicely, and it was that mare that Curaçao was in love with.

"Tu es magnifique mon amour," she breathed in Shroud's ear. "You are beautiful. So very beautiful."

Shroud's cheeks, already red hot, reddened even further. "Th-thanks, Curie. I know you're just trying to make me feel better." She gulped nervously. "C-can I… see you?"

Curaçao smirked, and with ease stripped off her own dress and threw it to the side; Shroud caught it in her magic and started folding it as well, and Curaçao just watched with amusement; as soon as the dress had left her body, it shifted back into a simple silver jumpsuit, enchanted by the same shapeshifting magic that flowed through her veins. Shroud barely even noticed. Curaçao kept her mask on, though, same as her lover.

Curaçao did not need to shapeshift herself to have the figure she did; it was entirely natural, the slim, trim frame without a hint of fat but rippling with lean muscle underneath. "Well, ma chérie? Do you like what you see?" she asked as she presented herself.

Shroud bit her lip and nodded. "You're… gorgeous…" She then shook her head, a sad smile coming to her face. "How does somepony like you even like somepony like—"

Curaçao pressed her hoof to Shroud's lips. "Non. Do not think like that, mon amour. Never think like that." She then leaned forward and kissed Shroud on the lips again, briefly. "You are beautiful. Je t'aime pour ce que tu es—I love you for who you are." She trailed kisses down Shroud's neck again. "I want you. All of you."

Shroud's hooves came around to the back of Curaçao's head. "I want you, too. All of you," she panted. "B-but… just so you know, I've… I've never been with anypony before. I don't know what to do…"

"That's alright. I will show you everything. Just relax, and let me take care of you."

Curaçao's kisses trailed down Shroud's neck to her shoulder, then down to her chest, then to her stomach, slowly enough to ease her into the sensations, but quickly enough that Curaçao could get closer and closer to her prize. Though Shroud was embarrassed and resisted a little bit, Curaçao was able to trail the kisses further down between her lover's tentatively-spread thighs.

She was gentle to start with, softly peppering kisses around Shroud's petite virgin flower, along her inner thighs, and up around her lower stomach and wonderfully sensitive teats. Shroud was breathing so hard that Curaçao could see her chest rising and falling, and so nervous that her hooves were shaking on the back of Curaçao's head.

"Th-that feels really g-good…" Shroud mumbled, almost completely out of breath.

Curaçao smiled and kissed Shroud's stomach again. "I'm glad you like it, mon amour. But if this feels 'good', then let me make you feel 'great', oui?"

She then went further, pressing her muzzle right against Shroud's slit and running her tongue along the unicorn's folds. Long, soft licks, like licking an ice cream cone on an especially hot day in the summer. Nothing too ambitious; this was Shroud's first time, and she needed this to be slow and gentle, perhaps a little methodical; wild and brazen stuff could wait for when her lover had more experience.

Curaçao kept all of her focus on pleasing Shroud; she didn't need to look up to see her lover's face to know she was doing a good job. Shroud's hooves running through her mane, the way she bucked her hips softly whenever Curaçao paused to lick her clit, the gasps and moans and shudders; these were all Curaçao needed. She herself moaned into it, sending little reverberations up into her lover's sensitive spots.

Shroud's body was reacting just as much; her folds were moist from more than just Curaçao's judicious tongue, and her pussy was even winking slightly with every little motion, every kiss and lick and suckle, that Curaçao graced upon it.

"C-Curie…" Shroud panted as she tensed up. "I'm… I'm g-gonna—"

The unicorn let out a low groan as her hips suddenly spasmed; Curaçao was able to hold on and keep steady as Shroud's orgasm rocked against her muzzle, dripping marecum all over the corner of the desk. Curaçao didn't shy away one bit from tasting her lover's sweet nectar, lapping it up as though it was a spring she'd found in a desert after days without water.

It took several seconds for Shroud to ride out the orgasm and relax, resting down on the desk with her back against the monitor of her computer station. "That… was amazing…" the unicorn breathed. Her hooves ran gently through Curaçao's mane, and she looked up at the ceiling, her head in the clouds.

"I am glad that you enjoyed it," Curaçao purred as she kissed the inside of Shroud's thighs, finally opening her eyes to look up at her lover's face. Shroud's expression was that of serene bliss, as though all the stress in her life had just been released. "You look so beautiful like this…"

Shroud's already red face reddened further, and she glanced down at the wet spot on her desk. "Oh crap… I made a mess all over my desk."

She lifted herself up off the desk and down to the floor, wobbling a little as she did so; she lit up her horn and tried to open her desk to retrieve the tissues within, but her control was a little off-kilter and she nearly ripped the drawer off in the process.

"Let me just clean—"

Without hesitation, Curaçao brazenly ran her tongue along the cool metal of the desk, right over Shroud's cum, lapping it up like one would clean a plate, albeit slowly, sensually, looking right at Shroud as she did so. She kept her eyes half-lidded, her mouth open, and even moaned a little as she did so. The desk was spotlessly clean other than the marecum; these tables were automatically and electronically disinfected daily, so she wasn't worried about it seeming "gross".

Shroud just stared at her as she did it, biting her lip and breathing heavily again. "W-wow…"

"C'est propre, mon amour," she said as she walked over to Shroud and placed a kiss on her partner's neck. "Pardonne-moi for making a mess in your office."

"N-no problem," Shroud gulped.

"I think if we're going to continue this wonderful evening," Curaçao whispered as she drew her lips up to Shroud's ear, "we should take it to your bed~"

Shroud froze up for a moment, then with the same speed she used when on her computer, she opened up the door into the next room—her apartment—and drew Curaçao with her and over to the bed, all of which was with her magic; yes, even bringing Curaçao with her, lifting her amused earth pony lover up with her magic like it was nothing. They discarded their masks in the process, tossing them aside into the corner without a care in the world.

Once they were on the bed together, Curaçao took charge again, pinning Shroud beneath her and kissing her fiercely on the lips. She did not hold back this time, probing her tongue into Shroud's mouth and claiming it for herself with firm-yet-careful caresses. She wrapped her hooves around Shroud in a warm embrace, pressing their chests together; she could feel Shroud's rapid heartbeat without issue.

She was surprised when Shroud pulled back a little, but she did not pursue or force herself further upon her lover. Shroud looked Curaçao right in the eye, pressing their foreheads together gently and taking a moment to breathe. "Curie… Curaçao… I love you…"

"Je t'aime aussi ma chérie," Curaçao whispered back, taking Shroud's hooves in hers.

"I… I want to make you feel good, too…" Shroud stammered, her nervousness palpable. "B-but I don't know how to pleasure a mare."

"Oh?"

"Y-yeah. To be honest, until I met you, I never thought I was even into mares. Or that I'd ever end up with anypony, really. Especially not somepony as beautiful as you. I mean, you're even my boss's daughter, for goodness sake." She shook her head. "This is all like… a dream."

Curaçao smiled and kissed her lover's nose gently. "The heart wants what it wants."

"I know, it's just… w-well, I mean, if you were a stallion, I might know what to do."

That made Curaçao raise an eyebrow. "Quoi? What do you mean?"

Shroud grabbed a pillow and used it to hide her reddened, embarrassed face. "I, uh… wh-when I get lonely at night, or whenever I'm in heat, I, um… p-play with myself, right?"

"That is nothing to be ashamed of, mon amour—"

"I know, but, um… I used to do it while watching, uh…" Shroud paused, then let out a breath. "Porn. I watched a lot of porn. A lot. And I… I always saw the way the mares would please the stallions, and—"

Curaçao giggled into her hoof. "Shroud, ma chérie, those videos, they are not accurate—"

"I know, I know, b-but…" Shroud covered her face with the pillow again. "Ugh. What I mean is… that's all the experience I had with sex, until you. Watching stallions and mares together. I never watched any… lesbian videos."

"Ah, I think I know what you are getting at." Curaçao removed the pillow from Shroud's face to look her lover in the eyes. "You would be more comfortable with something… familiar?"

Shroud nodded. "Y-yes. I… I love you for you, Curie, but—"

"Shroud. Mon amour. I understand. And I can arrange that."

Without much effort at all, Curaçao focused her inner magic and changed her form into that of a popular, attractive actor, one that the mares of the city evidently enjoyed very much: Bolt Rockhoof, a tan-coated, blond-maned earth pony stallion with enough muscle that one could believe that he was really performing the amazing feats in some of his movies, like tearing logs in half with his bare hooves.

"Well?" Curaçao asked, now in Rock's near-baritone rather than her own voice. "Does this please you?"

"Yes." Shroud turned bright red again. "No! N-no. I mean… yes, it does, b-but this is our special evening, right? I… I just want you. I don't know a lot about how your… abilities work, but can't you—"

Curaçao-as-Rock smirked, and kept the smirk as she returned to her regular form. "Dis pas plus—say no more. One moment."

Curaçao's body shifted and changed fluidly to mold into the new shape she desired. She developed slightly more masculine features in her face and figure, grew a few inches in height, and gained a tad more muscle than before.

But, most importantly, she grew a large cock between her legs, already mostly erect because of her own arousal and excitement. She kept her size moderate, large enough to please her lover but small enough not to hurt her. Her marecock was mottled only slightly, enough to draw one's eye to her attention to detail; Curaçao never made half efforts, and it would have been lazy to just grow a dick and call it an evening.

She omitted only one detail: she didn't grow any balls with it, because she both didn't need them and because without them, she couldn't produce semen. Neither she nor Shroud had a condom handy, after all, and Curaçao wasn't one hundred percent certain whether her shapeshifting was that potent. It didn't allow her to use magic as a unicorn, and her flying was limited as a pegasus, but she wasn't about to risk the chance that her male self could actually produce functional sperm.

Shroud gazed down at the new additions to Curaçao's body, drinking in every last inch of detail from the muscles to the mottled dick. "W-wow… you make a hot stallion, Curie…" She paused, then added. "I mean, y-you're a hot mare, too! I mean—"

Curaçao chuckled at that, her voice slightly deeper than usual. "Mon amour, do not worry, I do not mind. I know that I can change my appearance—my entire body—at a whim, so if I can use this ability to pleasure you, then that makes me very happy, no matter what form you prefer I take."

Shroud locked her eyes on Curaçao's new cock. "Holy moley… so that's what one of those looks like up close…" She glanced up at Curaçao and leaned forward to kiss her gently on the lips. "I… I'm ready…"

Curaçao smiled and leaned down to more passionately kiss her lover. "So am I…"

She carefully positioned herself into the proper position, lifting Shroud up slightly first so that they were both comfortable and putting a pillow underneath Shroud's rear. She gently slicked her new appendage against Shroud's wet slit, still keeping her lips locked with the unicorn's as she did.

Then, she parted from the kiss and pressed her cock tip against Shroud's tunnel and, as she looked into her lover's eyes, she slowly pressed it in. Shroud gave a little gasp as the slightly flared tip shoved past her folds, then a moan as Curaçao inched forward, closing her eyes in the process. Curaçao knew it wasn't because of any pain, but because it was so new and exciting to her.

The thrusts were kept slow and shallow at first, just the tip and an extra inch or two at most. In, out. In, out. Slow, steady; soft, careful. Curaçao was no expert on how to pleasure a mare with a tool like this, not from first-hoof experience anyway, but she'd done plenty of "research" of her own so that she could fill the role of a stallion in every way if needed for a job.

As the time went by, Curaçao grew bolder and pushed deeper and deeper, until she was just bumping her medial ring against Shroud's entrance. Shroud, to her credit, had opened her eyes by now and kept her gaze locked with Curaçao's, at least until Curaçao brought her muzzle to her neck and began kissing her there anew.

Shroud let out a little wince when the medial ring pushed in, and at that point Curaçao knew that she could go all the way in without issue, and that she wasn't coming back out until she was done. Her next thrust drove her all the way up to the base, earning a throaty moan from Shroud, who wrapped her hooves onto Curaçao's back. If the mare had claws instead of hooves, Curaçao's back would be laden with scratches at this point.

Thrust, thrust, thrust, each time drawing back to the medial ring before driving all the way to the base again. Curaçao's mind was her own regardless of her form, so this was no testosterone-fueled craze; this felt good, and Shroud was loving it.

Curaçao could feel herself tensing up, and her thrusts grew more rapid as she tried to bring herself and her lover to climax. She clenched her teeth, adjusted her position so she could go deeper—balls deep if she had those—and did not let up.

Shroud came first, letting out a loud, wordless sigh of pure gratification, as though she'd been holding her breath all this time. She briefly lost control of her magic, accidentally blasting the pillow under her head across the room. Her pussy constricted around Curaçao's marecock like a vice, tight enough that Curaçao's next few thrusts were exceedingly stimulating, pushing her over the edge only a moment later.

Cumming like this was an odd sensation, really, like an indescribable fog that just washed over her loins with nowhere to go. Because she had no vagina, her orgasm should have been released from her new marecock. However, because she had no balls, there was no fluid to produce, and yet she still felt the phantom sensation of pulsing seed rushing through her and making her cock twitch and throb. And yet, nothing came out. It felt like something was, from her perspective, but she knew nothing was.

Curaçao leaned down to wrap Shroud in a tight embrace as she rode out her own orgasm, but did not withdraw herself like a proper stallion; she merely shifted her body back to its original form. The throbbing marecock vanished, her stature and features became lusciously feminine again, and that last throes of her orgasm dripped out of her pussy onto Shroud's stomach.

She leaned in to kiss her lover again, only briefly. "How was that, mon amour?"

Shroud dumbly nodded her head. "Wonderful…"

Curaçao brushed strands of hair out of Shroud's face and kissed her forehead. "I wish I could always see you like this. You look so beautiful… so peaceful." With a giggle, she added, "But then we would never get any work done, would we?"

"Nope."

Curaçao embraced Shroud and rolled over so that they were comfortable on their sides, then kissed her lover again, still gently, concerned only for helping Shroud come down from her orgasmic high and not keeping this passionate evening going on no matter how much she desired it. She had the stamina and energy to go all night if she wanted; Shroud clearly did not, as she was covered in sweat and breathing heavily.

"There's something you should know about me, Curie…" Shroud whispered as she melted into the embrace.

"Oh? Qu'est-ce que c'est?"

"Shroud… isn't my real name. It's just a title, really. Your dad gave it to me when he hired me; I trained under another pony named Shroud, too."

Curaçao smiled. "I see. So then, what is your real name?"

Shroud blushed and buried her face into Curaçao's chest. "Raspberry Jam."

"Raspberry Jam… c'est un beau nom," Curaçao said, stroking Shroud's—no, Raspberry's—mane.

"Nopony's supposed to know," Raspberry said, kissing Curaçao's chest. "But… I love you too much not to tell you…"

"Merci, for telling me," Curaçao said, drawing Raspberry's face up so they were eye-to-eye. "Je t'aime tellement, mon amour… non, ma petite framboise—my little raspberry. It will be our secret. I promise."

They kissed again, and it was just… perfect.

4: Red Velvet/Multiple Stallions - Frosted Cupcakes

Author's Note

Takes place shortly before the Epilogue.

Featuring Red Velvet:

4: Red Velvet/Multiple Stallions - Frosted Cupcakes

"So, how's the family?" Lockwood asked; other than Gray, who still lived at Southeast Point, he didn't see or talk to any of the sisters often nowadays.

Curaçao shrugged lightly. "They are doing well, at least as well as can be given what has transpired over these last weeks, oui? Dawn is studying up on the city's political structure so that she can be better informed when she eventually becomes involved; Havoc and her team are still on a winning streak; and Insipid is enjoying her new career and all the attention that goes with it."

"And Velvet?"

"Well, let us just say that about a week ago, I noticed that she was making an… excursion." She took a sip of her coffee again. "I understand that she spoke with you shortly before?"

"Oh, yeah, she asked me about this bar up in Mid-North. The Salted Rim, I think? She said she was going to meet some friends for a party and needed directions. Did she have a good time?"

"I would assume so, oui. Elle ne pouvait pas marcher droit quand elle est rentrée à la maison."

He blinked. "Huh? Sorry, I don't speak Romantique fluently, remember?"

"Ce n'est rien—it is nothing. Oui, she had a good time, and that is all that I will say on the subject."

*****

One Week Earlier

Red Velvet was bored. Bored bored bored. So bored. She didn't realize just how much her entire life had revolved around being friends with Pinkie Pie—literally—until Pinkie was gone. Now she had virtually no friends, nothing fun or exciting to do, no meaningful reasons to go venturing out into the city, and certainly nothing particularly noteworthy on her calendar.

It would be weeks before Pedigree got things together downstairs to move the young ponies from the project labs into proper abodes, and as much as she wanted to visit and spend time with them, only Golden Dawn had access and she wasn't loaning the keys out willy-nilly. The only update she had was that Pedigree had finished development on an environmental suit for little Caramel Rye, so at least he'd be comfortable.

Her sisters certainly didn't have the same issues whatsoever.

Dawn was so engrossed with her political studies that she didn't have time for anypony else; Insipid had a new fashion career to focus her time and attention on and besides her bosses, she had Lockwood as a friend; Havoc was still playing skyball with her team and having an absolute blast doing it; Curaçao was completely occupied with either her spy work or her fillyfriend; Gray was still living in the old apartment, waiting for Flathoof to make contact with her so they could get back on good terms.

That left Velvet with… nothing. Nothing to do but stay at home at Pandora Tower and watch television, lounge about, eat whatever she wanted, mope about all day, think about how her alien friend was doing and if she and her companions made it home okay, and, when she was feeling a very particular itch, maybe she'd head out into the city and try to find a stallion and get some action.

Just thinking about that alleviated her boredom somewhat, but she knew that if she went out to go find some random stallion to fuck, she'd just be more bored. Not that having a solid dicking was boring in and of itself, no, but she was desperate to find a way to mix it up. One stallion just wasn't enough to spice up what was a tremendously boring week; two stallions was harder to manage realistically since her conquests were random dudes, but even that didn't seem too exciting right now—been there, done that.

Then, a sudden thought sprung to mind. A combination of thoughts, rather; only two things ever really made Velvet's mind go into overdrive: sex and violence. And so, as that wonderfully bothersome little itch prodded at her loins and demanded that she go get dicked, a devilish series of ideas and schemes came to her mind.

It had been a week since Pinkie and her friends left, and one of those friends was Applejack. Now, Applejack was a mare of some stature, and had gained a tremendous amount of muscle while she and her friends were displaced in this world. Said muscle came from working at a loading warehouse at the Foundry, hauling heavy freight all day every day by hoof.

She also worked with a crew of stallions—all stallions—that were assuredly in the same well-built ballpark as she was.

And now, Applejack had left for home, and had needed to quit her job at that warehouse and explain the situation to a degree that her coworkers could understand. From how Applejack talked about them—and admittedly what Velvet knew mostly came from Pinkie and was limited and biased—the crew liked and respected her, and had taken her in as one of their own. They were her friends, to a point.

And so Velvet had herself a wonderful, marvelous, devious, downright wicked idea for how to scratch her itch.

*****

Thanks to directions from Lockwood, Velvet arrived at a bar in the Mid-North District sometime in the middle of the evening, at a time late enough that everypony from the Foundry would be off of work, but not too late that they'd all have gone home just yet. If she wasn't mistaken, Applejack's old crew—and in fact many warehouse crews—frequented this very bar after a long day at work, and Velvet was absolutely certain that she was not mistaken.

She had dressed for the occasion, donning a stetson hat and a tight plaid vest that she had commissioned from the Tower's seamstress/tailor, Rosegold Satin, who was curious about the need for such an outfit but was tactful enough not to ask questions.

She'd even practiced an accent resembling Applejack's the entire time she was making her way here via pegasus chariot, and felt that even if it wasn't perfect, it would get by well enough to meet her requirements.

The bar smelled strongly of smoke, beer, and sweat from the dozens of stallions that crowded around tables, smoking, drinking, hooting, and just generally having a good time. Velvet's eyes looked out upon the crowd like a foal in a candy store; there were stallions here twice her size, and even the smallest of their number were pleasantly physically fit.

For a moment she wanted to just pick and choose her favorites from the crowd to take to the hotel room she'd booked and be done with it, but she pushed that desire down; it wasn't entirely unrealistic to expect a group of strangers to be down for what she would be asking, but she knew it would be far easier if she just stuck with the plan; less questions, more action.

She hailed the nearest waitress before she went any further into the bar area; the mare was a pretty little thing with a short skirt and a big ass that grabbed the attention of every stallion in her vicinity, which was just good business sense if she wanted to make tips. Probably made her go home sore, but hey, you gotta do what you gotta do.

"Pardon me," Velvet asked in her new accent. "Would y'all happen to know where I can find Applejack's old crew, uh, Crew Seventeen, if they're here?"

The mare smiled a little. "Oh, are you a friend of Applejack's? We haven't seen her in here for a little while. Her crew said she went home down south."

"Yup, she sure did. I was hopin' to find her old coworkers, actually."

The waitress gestured towards a table on one end of the common area, where five stallions were sitting and drinking. "They're over there, sweetie."

"Thank ya kindly, ma'am," Velvet said, tipping her stetson. She felt like she was acting in one of those old western movies and felt a little goofy doing it, but she reminded herself it was all for a purpose. A wonderful, glorious purpose.

She approached the table in question, pulled up a chair, and took a seat. The stallions all immediately noticed her intrusion and directed curious looks her way. "Howdy there," she said, lifting her hat and giving the stallions a broad, friendly smile.

She took stock briefly of the group present, putting some names to faces. She only had vague details to go off of in regards to everypony here and to be frank, names didn't really matter—she usually didn't bother—but it was necessary to make her story more believable. She'd have to thank Shroud for giving her the little dossier and being discreet about it; she was certain that Curaçao still knew, though, since those two shared everything together.

The green pegasus with a white mane was Shamrock Shake; the huge yellow earth pony with a green mane was Hammer Toss; the red pegasus with a blue mane was Spangled Star; the silver earth pony with a black mane was Steel Chaser; and the blue earth pony with a blond mane was Blue Streak. It made it easier to know names than to try and refer to them by their colors.

"Can we help you, miss?" asked Shamrock, his expression a mix of curiosity and enjoyment.

"Well I reckon ya could," Velvet said with a tip of her hat. "Just to make sure I've got the right folk, though, you're… Shamrock Shake?"

He was surprised at that. "Yeah, that's me. Do I know you?"

"Naw, ya don't. Not yet, anyway." She looked to the others and identified them all in turn, and was met with the same looks of confusion and interest. "I heard y'all took good care of my cousin, Applejack."

Spangled's jaw dropped slightly. "Wait, you're New Girl's cousin? She never mentioned any cousin."

"She's not 'New Girl' any more, Spangled," Steel reminded him. "Now that she's quit, she's just Applejack to us, right?"

"She'll always be 'New Girl' to me, until somepony replaces her on the crew," Spangled said with a faraway look in his eye. "And since her spot was Thickhoof's spot and that spot's retired again, there ain't anypony that's gonna replace her."

"Hear hear!" cheered Streak as he took a drink.

"What's this all about, miss?" asked Hammer.

Velvet smiled and casually lifted her hindlegs up onto the table so she was facing Shamrock, but turned her head towards Hammer; Shamrock, if he cared to look, would get a good, clear view of the goods, and judging from the fact that he was practically bug-eyed while drinking his beer, he definitely cared to look.

"Like I said, y'all took good care of my cousin while she was in town from what I hear," she said, tilting her head just a little. "And I appreciate that. AJ is very dear to me, ya see, and I'm glad she had a bunch of big, strong, handsome fellas like y'all watchin' over her while she tried to make due in this big ol' scary city. It's tough bein' a mare out here, y'know?"

She punctuated her comment by putting her hoof on Spangled's thigh and turning to wink at him. He glanced down at her hoof, then to her, then took a long drink of beer.

"Now I don't know what Applejack told y'all when it comes to southern hospitality," she continued, shifting in her seat so that Steel could get a peek between her thighs. "But I'll sum it up for ya: we give it our all to make sure kindness is repaid." She then ran her hoof up Spangled's lap and onto his crotch. "And since Applejack ain't here… I wanna repay y'all for bein' such gentlecolts to her.

"So, what do ya say, boys?" she asked, fanning herself with her hat. "Y'all feel like lettin' a gal thank ya proper like?" She batted her eyelashes at Hammer in particular. "Just buy me a drink first and we can get outta here."

The stallions looked amongst themselves at the table for a moment.

Then, Shamrock lifted his hoof into the air, calling for the attention of a waitress. "Check please!"

*****

Velvet was reasonably assured how things were going to go when she and her five hunky stallions arrived at the hotel room that she rented and so she was almost too eager to open the door properly. The room was reasonably large and well-furnished, cheap enough that it wouldn't matter if the place was used for pure, unadulterated debauchery, but not so cheap that it was filthy or comfortable. Velvet had standards.

The bed wasn't particularly big, only large enough for maybe two ponies to sleep in comfortably but that would suffice; there wasn't going to be any sleeping involved here, so it was big enough that if everypony was cool and courteous, they could easily get some fun positions going.

They were all well past the point were talking was necessary. The only words that were going to be shared going forward were commands, requests, and dirty talk so far as Velvet was concerned. She didn't waste any time in unfastening the buttons on her shirt and leaving it open, and she of course kept the hat on. Rosegold would have to forgive her if these clothes didn't come home clean tonight.

She then sat on the edge of the bed gazing upon her studs with a wide, toothy grin and a sultry look in her eyes. "Okay, boys… don't be shy now. I know y'all got work in the morning, so let's not beat around the bush."

"So we're just getting right to it then?" Spangled asked as he unbuttoned his work shirt.

"Hey, wait, did anypony think to pick up some condoms?" Shamrock asked, looking pointedly at Steel.

Steel, already stripped out of his uniform, narrowed his eyes. "Why are you looking at me?"

"'Cause you're the responsible one, dummy."

"Boys, boys, boys," Velvet giggled, spreading her legs so they could all see her vulva. "Don't worry about condoms, okay? I like it raw, and I'm clean and on the pill." She took a little caplet—really just a breath mint—out of her shirt and popped it in her mouth. "See? We're all cool here tonight, alright? No worries."

The statement was a lie, of course, but for reasons they didn't need to know. Velvet's blood magic basically made her immune to every form of disease or illness, and her fine control over her bodily functions also let her control when she was ovulating. It was nice having such a convenient superpower.

The stallions looked to one another; they didn't seem to buy it just yet.

She rolled her eyes. "C'mon, y'all know my cousin was an honest mare, right?"

"Yeah, that's right, New Girl— er, Applejack always told it like it was," Spangled agreed.

"Well, honesty runs in the family," she said, biting her lip as she lied, lied, lied. "So, forget arguin' 'bout stupid shit like condoms and get over here and dick me already. Let a girl thank y'all for treatin' her cousin right by treatin' y'all right. I know how stallions are: ya like it raw, same as me."

The stallions shared another look to one another, then shrugged; there wouldn't be another argument.

Then, of course, there was another argument, because all five stallions had moved forward at the same time.

"Hey whoa, what are you guys doing?" Shamrock asked, giving hard looks to the others. "We can't all go in at once. We gotta take turns."

"Oh, yeah. Good point," Spangled said with a nod. He then stepped forward at the same time as the others all did again. "Okay, I thought we just said we can't all go in at once?"

"Well no shit, but that means one of us has to go first," Streak grumbled. "So why do you guys keep stepping up? It's obvious I get to go first."

Steel scoffed. "What the fuck? Why?"

"Because since Applejack left, I'm the youngest member of the crew, so we're doing this in order of age, right? Youngest to oldest?"

"No no no, bullshit, you don't get to go first Newbie," Shamrock huffed, pushing Streak aside. "If we're doing this, I go first because I'm the one that always picked up Applejack's tab at the bar."

"What's that got to do with anything?"

"Well, Miss Velvet here," Shamrock said, gesturing towards a very bored—but somehow enraptured—Velvet, "is Applejack's cousin and is doing this to thank us for being nice to Applejack. So, since I was nicest to her—"

"We're all on the same team here, boys, so it should go in order of seniority," Spangled said, stepping forward. "I've been on the crew longer than any of you—"

"Oh fuck you guys are borin' me to death right now," Velvet groaned, rolling her eyes into the back of her head. "If you're all arguin' over who gets to dick me first, why not let me choose?"

The stallions looked to one another, then nodded in agreement.

Velvet sat back up, clasped her hooves together, then gestured towards Steel. "You. You're first."

Steel smiled brightly. "Me? Well alright?"

"Why does he get to go first?" Spangled asked.

Velvet stuck her nose in the air. "I've decided that the only fair way to judge this is goin' by who's got the biggest cock, and Steel here goes first because he's the smallest." She turned to Hammer, licking her lips. "And the giant over there goes last. The grand finale."

Hammer smirked with all the confidence in the world. It was obvious to everypony in the room he'd be going last by those standards; even flaccid he was huge.

Spangled and Shamrock sputtered in amusement; Steel's face fell instantly. "B-but, that's… I don't—"

"Oh, don't feel bad about it, stud," Velvet said, gesturing for Steel to approach. "You're the smallest dick in the room, sure, but you're bigger than most of the guys I fuck. Top ten, easy," she added with a wink.

That seemed to make him feel better, because he approached her with his smile back on his face. She rested her back on the bed, supported by a single pillow, and beckoned him forward. "C'mon then, honey, fuck me like ya mean it. Show your friends that size doesn't mean everythin'."

Steel didn't wait a moment longer, hopping up onto the bed with the eagerness of a colt ten years younger. She eyed his cock eagerly; it hadn't been a lie that he was in her top ten—she knew all of her memories from before a month ago were fake but they still counted. His length was mottled all the way up to the tip, black with blotches of pink. It even curved towards his stomach a little bit at the tip.

"Go on, stud," she said, looking him in the eyes. "Fuck me. Treat me like a slut."

He didn't even bother to lubricate himself before he shoved his cock into her pussy, driving all the way up to the medial ring with a single thrust.

Velvet threw her head back and moaned; she liked it rough, so she didn't mind one bit that he'd done that, and in fact had been sort of hoping for it. She hadn't been rubbing herself whatsoever up until now and hadn't offered to lubricate him in any other fashion, because she expected him to just dive right in. There was no time for kissing, or nibbling on ears and whispering sweet nothings, or any of that other lame, romantic shit; she didn't care for it one bit.

All she cared about was getting dicked down by a bunch of hunks, and that's exactly what she was going to get.

Steel fucked with the kind of enthusiasm she expected of somepony that had just been asked to treat her like a slut, too. He went hard and fast, bottoming out inside her in only a matter of thrusts and not letting up one bit.

She'd barely even registered that his medial ring had entered her because of how fast it all happened. He just pulled all the way out—ring and all—then shoved all the way in. It even hurt just a little bit at first, since the curvature of his dick was causing his flare to press up hard against her inner walls.

And she loved it.

But the entire point of this lovely little exercise was to go above and beyond just having a single partner, and even though there were four other stallions in the room waiting their turns, she knew it simply wouldn't do to have them all just stand there with their cocks in their hooves. Where was the fun in that?

She beckoned for Spangled and Shamrock—the next two biggest in the bunch—to come over, patting the sides of the bed near her head. "Up here, boys. Let lil' ol' Velvet warm you up," she said, fully articulate despite Steel thrusting that meaty cock of his deep into her.

They didn't have to be asked twice, practically scrambling over to the bed and hopping up on either side of her. She started with Spangled first, getting a good look at his dick—long and uniformly black—before she ran her tongue along his flare. He shifted himself up to give her a better angle, which she used to lick along the entirety of his cock, all the way to his balls.

And oh, the musk. These five boys had just come off of work and absolutely stank of sweat, and the pungent aroma of sweaty stallion balls right up against her nose was like heaven. It even tasted good.

She then pushed away and turned to Shamrock, whose cock was uniformly blackish-gray. He was the same length as Spangled, but carried a little more girth. With a glimmer of lust in her eyes, she slid his flared tip into her mouth without hesitation; it wasn't terribly difficult, but she knew that without dislocating her jaw he was the largest stallion here that she could give meaningful head to, and that was only barely. She was just able to stretch her lips around his medial ring.

As Steel continued to pump away, his thrusts getting faster and faster, Velvet alternated herself on sucking down Shamrock's throat-stretching cock and Spangled's more reasonable one, bobbing her head on either one while they gripped and pulled her mane. She wished that just one of these stallions was a unicorn; a unicorn's magic could really grip and pull her mane like the slut she was.

Steel didn't give any sort of warning before he gave a few more energetic thrusts and drove himself balls-deep into Velvet's pussy, shooting his load inside her like a hose. His throaty moan sounded animalistic, like some crazed beast that had just marked its mate with its seed. Most guys did that, actually; a part of their brains clearly told them to ignore everything they'd heard about "the pill" and to breed the little slut beneath them.

Velvet loved the feeling of having a stallion filling her womb with hot, virile spunk; it always made her cum right then and there, no exception. Her pussy clamped down hard on Steel's cock, milking him for everything he was worth; she, however, was more than capable of sucking Spangled's cock even while cumming herself. If there was one thing she was good at, it was multitasking.

When Steel pulled out, Velvet wasted no time in almost literally kicking him out of the bed. "Okay, stud, you had your fun," she said after taking Spangled's cock out of her mouth. She glanced between the two stallions on the bed with her. "Boys, your turn. You've shown y'all can be good at sharin' me, so how's about ya share me a little more?"

The two stallions stared at one another briefly, then nodded.

"Good." She looked at Spangled first. "You get my cunny, honey," she said. Then, to Shamrock. "And you get the backdoor."

Shifting positions didn't take long. Spangled rested with his back on the bed, cock pointing straight up; Velvet then straddled him and took his cock all the way up to the medial ring without so much as a whimper of protest; Shamrock then mounted Velvet from behind, poking his dick right up against Velvet's puckered tailhole. He was lubricated well from earlier, so it sunk inside her with ease.

Then, the thrusting began, and Velvet found it… lacking. Gone was the passionate, deep fucking of the slightly-smaller Steel, replaced by this. Neither stallion was really putting too much force into their thrusts, more focused on being what Velvet could only interpret as caution, if only because of how slow and methodical they were. They didn't even go very deep at all; Spangled didn't push past his medial ring more than an inch, and Shamrock barely tried to get any deeper than that.

This was boring.

"Boys, what's the hold up?" she asked with an annoyed groan, adjusting her stetson and glaring between the two. "I asked to get fucked. I've had better dick from the washing machine at home. Both of y'all are bigger than Steel, so why don't I feel either of y'all like him?"

Spangled glanced around Velvet at Shamrock briefly, then back to her. "Uh, just making sure our balls don't touch, Miss Velvet," he said with a little grin. It was obvious he wasn't getting the most out of this either if he could manage a conversational tone.

"Guy code, y'know?" Shamrock added.

Velvet rolled her eyes. "Yeah, well, fuck your code."

Without much effort, she shoved all of her weight down and back against Shamrock so that his position changed, causing him to slide down the bed. With the same motion, his cock drove all the way into Velvet's ass, balls-deep; and, at the same time, Velvet sunk down, also balls-deep on Spangled's cock until it was just an inch shy of her cervix. With the way she was positioned, their balls did indeed touch.

"Balls, dude!" Spangled grunted. "Your balls!"

"Sorry! Sorry!" Shamrock huffed as he pulled out slightly.

"Now now, boys, let's not fight," Velvet cooed as she gyrated herself up and down on both cocks simultaneously. "Haven't you ever heard the golden rule about three-ways?"

The two stallions shared a brief glance, both nervous and incredibly tense because of how it must have felt to be balls deep inside her, then just shrugged and returned to their earlier fucking, only this time with more force and fervor. It was much better now that they were working together instead of fighting it: when one of them thrust in, the other pulled out, working her smoothly like a well-oiled machine.

This was the kind of dicking Velvet had been looking for, and it was good. It was one thing to have a stallion's cock hilted inside her pussy, pounding in and out like a piston; it was another thing to have a stallion's cock doing the same to her much tighter tailhole, so deep that she could almost feel him in her stomach. It was something else entirely to have both at the same time, a wonderful new sensation that made her feel like she was on fire.

This was teamwork at its finest.

Spangled came first, his hooves clasping onto Velvet's hips as he thrust deep, deep into her pussy and shooting his load like a geyser, up and into her waiting womb. He didn't so much moan or groan as he did sigh, like a pressure valve had been released, and with the veritable fountain of cum spurting out of him that wasn't entirely inaccurate.

As always, a switch clicked inside Velvet the instant that that wonderful foal-making fluid entered her, desperate to make the necessary journey through her to create a new life. She wasn't sure what part of the sensation it was that turned her crank from empty to full at the drop of a hat. Was it the thought of getting knocked-up if even for an instant? Was it the fact that she was denying her body from that experience? Whatever the reason, it was reliable.

Shamrock came next, burying his cock deep into Velvet's ass and busting his nut all the way as far as he could go. He groaned as he came, thrusting with each and every spurt in an attempt to get deeper and deeper if at all possible. His groan was muffled, though, because he'd bit into Velvet's shoulder in the process, hard enough to nearly break the skin.

The trio rested like that together for all of a brief moment before Velvet composed herself and pulled off of the pair, not even making a sound as the two cocks slid out of her and dribbled droplets of cum all over her coat. She brought her hoof down beneath her pussy to keep anything from spilling down onto poor Spangled; it was bad enough she pushed his boundaries already, and she wasn't heartless.

"Alright boys, let somepony else have a turn," she said, turning her head back and winking at Streak.

The two stallions wordlessly dismounted the bed so that Velvet could assume a proper mating position, and Streak wasted no time in hopping onto the bed and mounting her. He did not thrust himself into her just yet, though, merely brought his lips to her ear to gently nibble on it. She fought the urge to roll her eyes; what was this guy's problem, suddenly whipping out these lame romantic maneuvers?

"C'mon, stud, don't waste my time," she cooed, shaking her hips against him. "Don't ya want to fuck Miss Velvet's slutty little pussy? Huh?"

"Your name is Applejack tonight, slut," Streak whispered into her ear. "Go on. Say your name."

Ah, okay, now it made sense. Applejack had mentioned that Streak had always been the one to give her the most shit over the first week or so, and now Velvet had a notion as to why: the guy had it bad for her. Poor bastard.

"Okay, honey," Velvet whispered back. "I'll be your Applejack tonight. What do ya want lil' ol' Applejack to do?"

He positioned his cock—the tip was bigger than any of the others so far tonight—up against her entrance. "Okay, Applejack, I want to hear you beg for my cock."

She grinned; now this was getting kinky. "Please, big daddy, I want your cock," she moaned, rubbing a hoof along her soaked vulva. "I want it so bad."

He gave her what she wanted, driving his cock in deep, past the medial ring in one go. She hadn't gotten much of a look at it earlier, but she knew he was bigger than Shamrock by a good two inches and a little thicker. He was big enough to stretch her ever so slightly, a wonderful feeling that she didn't get that often from the lucky stallions she picked up at random.

She made a mental note that if the stars aligned and she ever saw Applejack again, she'd tell her she was missing out.

"You like that, Applejack?" he asked, nibbling her ear as he started thrusting, slowly for now. "You like my big cock?"

She purred and nodded. "Yeah, baby. Your cock's fillin' me up real good~"

"Bet you regret joking about it now, don't you?" he asked. "You could've had this big dick every night if you'd just asked me nicely instead of being such a bitch." He slapped her ass with his hoof. Hard. "Apologize."

"Ah! I'm sorry I was a bitch," she hissed, a smile forming on her face. Stars above, she liked it rough.

"That's right. You should be sorry. But you're my bitch now."

She was practically rocking on the bed with every frantic thrust, and was glad the beds in this hotel were so sturdy. He was easily able to overpower her smaller frame and pin her to the bed beneath him, thrusting in and out with purpose, a real purpose beyond just getting his rocks off. The stallion fucked Velvet's pussy hard and fast seemingly without a care in the world for if she was enjoying it, which of course meant she was enjoying it immensely.

Every single thrust used the entire length of his cock, so she got to feel his medial ring roughly force itself in and out each and every time. His hips slapped against her ass and his balls swung into her clit; the reverberating slap, slap, slap of skin on skin echoing throughout the room. She could feel her slick juices splashing practically everywhere just because of how frenzied the fucking was.

She didn't know if his enthusiasm was because he was imagining that he was fucking Applejack right now, or because he knew that he wasn't and so could be rougher than he'd ever dream being with Applejack who would likely break him in half if he tried anything like this. Poor mare didn't know what she was missing; she wanted to go back in time tell AJ to suck up her pride and fuck this stud.

"I'm gonna cum now, Applejack," he grunted into her ear. "I'm gonna fill your bitch womb with so much fucking cum that you'll get knocked up for sure."

Velvet smirked; this guy had it worse than she thought. "No, don't!" she fake-pleaded. "I don't wanna get pregnant!"

"Tough shit."

Then came one last, powerful thrust, and Velvet felt a sudden jolt of pain—brief, but noticeable—as the flared tip of his cock slammed right up against her cervix, something she'd never really gotten to experience before.

"Applejack! Take it all!" he groaned.

She was used to pain—getting shot and stabbed in the gut had numbed her to the sensation—and didn't mind it in the least, so it didn't stop her enjoyment of the experience whatsoever. If anything it heightened it, not because of the pain she was feeling now, but because she knew that Streak's cock wasn't even the biggest.

She came when he did, as she always did, this time getting the unique sensation of having hot stallion spunk blasting directly into her hungry womb without anything in between. The wide flare of his cock was enough to easily lock in every last drop of thick, gooey foal batter that she milked out of him.

He took a brief moment to breathe and rest after blowing his load, and Velvet actually felt a little twinge of loneliness inside her once he softened and pulled out. Not a terrible withdrawal, to be honest, because he'd jettisoned enough into her womb that she still felt completely stuffed. But still, there was a big difference between just having a full womb and also having a thick cock hilted inside her.

To her surprise, as soon as Streak dismounted and his wonderful cock departed for elsewhere in the room, it was instantly replaced by another. Not by Hammer's… hammer, but by the familiar, smaller feeling of Steel Chaser. Steel didn't say a word whatsoever as he just shoved the entire length of his dick right into Velvet's pussy, he just did it, and immediately started thrusting, like she was just a hole to use.

Velvet didn't mind at all.

She didn't even mind when Spangled crawled up on the bed and shoved his erection into her face. She didn't mind when, after she got her lips around it, he shoved it all the way to the back of her throat. She didn't mind when his hooves took hold of the back of her head and he started fucking her throat like Steel was fucking her pussy.

In fact, she was less than bothered by it; she loved it. She was being used and she loved it.

Steel must not have been used to going two rounds with a mare before, because he didn't last very long until he shot another load of stallion spunk into her womb, mixing with the prodigious amount Streak had filled her with. Naturally, she came too, and now that the boys were going out of order she had lost track of how many times that had been. Three? Four? Five?

Steel dismounted almost as soon as he'd finished—just before he'd finished, actually, as he shot one last load up along the outside of her vulva and tailhole. Spangled continued fucking her throat, though, so she couldn't say anything—not that she'd protest—as Shamrock came up behind her and mounted her as well. Like Steel he did so without a word and without an ounce of restraint; he was balls-deep in one thrust, and he did not let up whatsoever.

Spangled came next, shooting a huge wad of thick cum right down Velvet's gullet. Because he'd done so without a word, she hadn't expected it and choked on the sudden flare of his tip and the rush of semen. She very nearly swallowed some down the wrong tube, and was both a little embarrassed that any stallion could make her choke on their dick but also incredibly turned on by that same fact.

Then, Shamrock reached his own climax and she came with him, She could almost feel her belly expand from the sheer volume of three stallions' entire loads filling her womb, and a little part of her brain was screaming at her to just let it happen, to just let one of these hot, virile studs knock her up and make her a mommy. But no matter how hot that made her, she resisted.

She barely registered the situation when both Shamrock and Spangled pulled out, giving her a chance to breathe for a moment and to roll over onto her back to look up at the ceiling.

But there was no time to rest. The moment had come, and Hammer Toss, the biggest stallion on the group—both in stature and in endowment—stepped over to the bed to take his turn. He dragged Velvet over to the edge so that he could stand comfortably with his hind legs on the floor, forelegs on the bed with his hooves right by her head. He didn't even look down to meet her gaze; she was just a fuckhole to him right now.

His big, heavy cock slapped down onto Velvet's stomach, and she looked at it with the same sense of enrapturement one would look at a cake if they'd been starving and alone in the wilderness for a week. His cock was bigger than any that she'd ever had or even seen before, and she'd watched her fair share of pornography when she was lonely some nights; the regular girth alone was as big as Streak's medial ring. It was pale pink in color, mottled along the tip with brown splotches.

It was magnificent.

No words were shared. Hammer just placed the tip of that huge monster at the entrance to Velvet's vulva and quite literally forced it in. It did hurt just a little bit, for a brief moment, especially as he just kept pushing until he got to the medial ring. She could feel herself being stretched so far that she thought she might just be torn right open. His thrusts started off slow and steady, but picked up the pace within moments.

He then shoved the medial ring inside, and for the first time that Velvet could remember—fake memories or no—she came before her partner did. The combination of immense pleasure of being completely and utterly full and the sensation of pain as her pussy expanded to accommodate this thing that had entered her, well, it was too much.

And he could tell that she did, too; he'd have to be numb not to feel the way her pussy clamped down on his cock like a vice. "You're the first mare to last that long and take that much so easily," Hammer grunted, an almost feral growl in his voice. "I like you."

"Shut up and fuck me, stud," Velvet growled back. "Ruin me. Tear me in half."

He did just that, though he was still slow and methodical for now. His medial ring was firmly wedged inside her, so tight that even though he was clearly trying to pull it out, he couldn't. So, with nowhere to go but deeper in, deeper in he went. Each thrust stretched her out enough to accommodate more of his girth, until he was able to get another few inches inside.

The tip of his cock poked against her cervix, and she glanced down to see that he still had a few inches to go beyond that. Inches that he wasn't using. That just wouldn't do.

"What's the hold up, big boy?" she panted in between thrusts. "All the others got balls-deep. Aren't you stallion enough to do the same?"

Hammer grunted; she was so tight around him that it was probably hurting him as much as it was her to actually thrust. "I can't. I'm too big."

"Do it," she hissed, wrapping her hooves around his forelegs to brace herself. "I can take it."

He shook his head and slowed his thrusting. "No you can't. I've never gone that deep in a mare before."

"Honey, are y'all tellin' lil' ol' me what I can and can't handle?" she cooed. "Remember, I'm Applejack's cousin. We don't back down from nothin'. Now, fuck. Me. Good."

He paused a moment, then snorted air out of his nostrils like a true stallion, pulled back to his medial ring, and with one thrust he bottomed out inside her. Three inches of solid cock drove right past her cervix and into her womb, and yeah, it hurt like absolute hell. But between the pain and the pleasure of it all, Velvet came again, the second time she came before her partner did, all because of this one delectable cock.

A lesser mare would have passed out.

The sudden pressure of his cock invading her womb managed to squeeze out most of the spunk already in there, where it slowly seeped its way out of her and onto the bed and floor below.

She managed to compose herself enough to glance down at her stomach, where she could see legitimate proof that he was inside her: a noticeable distension in her belly. She put one hoof against it gently, rubbing slowly along the bulge like it was a cat; he grunted when she did.

"Ooh, can you feel that?" she purred.

He just nodded, teeth clenched from the squeezing pressure her tightness was inflicting on him.

Hammer did not stop to let her come down from her high, he just pulled back and thrust again, using only the three inches he had available; the flare of his cock made it impossible for him to pull out any further without actually damaging her, and he didn't know that she could just heal herself afterwards. He was a true gentlecolt. A gifted gentlecolt.

Every time he hilted inside her, his balls slapped her ass, soaked from a combination of her cum and the spunk of three other stallions. By now his balls were coated with the mixture of fluids as much as her ass and thighs were. Even as he pushed more and more love juices out of her cramped tunnel, they lubricated his mighty hammer enough to allow him to thrust without restraint.

And he did not last much longer than that, either. She could feel him tensing up, ready to cum, ready to paint her insides white with the virile seed of a real stallion, the kind that deserved to sow his oats with any mare he wanted, that any mare should be begging for foals from. Velvet got the most wicked idea just then, a devilish grin curling onto her lips as she reached up to pull the big stallion's face closer to hers.

"Go on…" she whispered. "Make me a mommy. Put a foal in me."

Whether he was scared or excited, Velvet didn't know or care, because that little statement was enough to make him thrust once more. An explosion of semen—this was no exaggeration—burst into Velvet's womb with the first spurt of his climax. Then another. Then another. Velvet watched as her stomach expanded after the second burst, then again after the third.

By the time he was done, she looked and felt like she had a little foal bump. She even cradled it gently as if it was. "Mmm… so full. Good thing I'm on the pill, huh? You could've knocked me up real good~"

He just barely managed to nod, but said nothing. The poor stallion was sweating like he'd been working out in the sun for hours; she took pride in making a stallion like him actually work for an orgasm. Surely no mare before her had given him this kind of pleasure.

Velvet had just enough cognizance to turn her attention to the other stallions in the room and gave them a half-hearted wave. "Well, boys… it's been fun. Thanks again for bein' so good to my cousin. I hope y'all know how much I appreciate that."

The other stallions, who were already in the midst of getting dressed, and gave little nods and mumbles of acknowledgement.

"Y'all should get goin', though. Y'all said ya got work in the mornin', and Applejack would have my hide if I made her wonderful friends late for work."

"Thanks for the evening, Miss Velvet," said Shamrock as he headed out.

"Oh yeah, a great time was had by all," agreed Steel.

"If you ever want to, uh… thank us again, you know where to find us," added Spangled.

"Tell New Girl we said 'hi' if you see her," added Streak with a little wink. "And let her know what she's been missing."

And with that, the four others departed.

Velvet then looked to Hammer and reached up to pat him on the shoulder. "You too, big guy. I know ya like bein' in there—believe me, so do I—but you've got work in the morning same as them."

Hammer pulled; Velvet hissed a little as his flared tip tugged on the inside of her cervix. But he stopped, then gulped. "I… I can't…" he said in almost a whimper, not the sort of noise a big stallion like him should be making. "I'm stuck."

Velvet blinked as she saw the bulge of his cock tug but otherwise did not move. He wasn't kidding. "Well, shit."

5. Havoc/Cotton Rose: Putting Out the Fire

Author's Note

Takes place immediately after Divergence - Book Two, Chapter 4.

Featuring Havoc:

And Cotton Rose:

There is also a companion piece to this chapter on Derpibooru, #x

5. Havoc/Cotton Rose: Putting Out the Fire

As the bartender came over and poured the shots swiftly, Havoc passed one over to Cotton and gestured for her to take it. "Look, I'm sorry if I turned things a little awkward. I didn't mean to rain on the little parade we were having here. So, uh… let's assume that I didn't suddenly act all… stupid and weird about stuff. What were you… um, what were you hoping to happen? B-between us?"

Havoc cursed herself for the sudden bout of nervousness. Why in the world had she gone from confident, subconscious flirting to being spineless wimp? Was it because she was thinking about it now? Shit, was this a part of Fluttershy that had managed to sneak its way into her personality? Of all the fucking things, it had to be this!

Cotton paused, then blushed and took the glass of whiskey in her hoof. "Um… to be honest, I was sort of hoping… that you and I could, y'know…" She shook her head. "But I mean, that's not—"

"Cool. Cool." Havoc clinked her glass with Cotton's, and the two took their shots together. She then signaled the bartender to pour two more, then turned back to Cotton. "So. You, uh… you wanted to take me back to your place to… fuck? Is that it?"

The whiskey was definitely calming her nerves, thank goodness. A little liquid courage went a long way for her, it seemed.

Cotton gulped, then nodded as she took the second shot glass. "I mean, if you'd agreed to it… y-yeah. I was just hoping to ask you out on a date, but if you're cool with more, so am I."

"Cool. Very cool." Havoc clinked glasses together with Cotton again, then downed her whiskey in one go before exhaling loudly and giving Cotton a smirk. "So, uh, what're we waiting for?"

"Hmm?"

"You heard me. Let's get outta here and head back to your place."

"But I thought you didn't—"

Havoc held up a hoof. "Look, this is complicated. I didn't think I was into mares but you're a mare, fine. I wouldn't want to take that away from you. Honestly, until I thought about it, I'll admit that I thought—and still think?—you're cute as hell."

"You… you really think I'm cute?" Cotton asked, wide-eyed, her hoof rising to her cheek.

"Yeah, and uh, maybe that's why I feel all weird about it, what with my orientation or whatever, 'cause now I'm super curious. Maybe I've always been curious. Bi-curious? I mean, I thought I only liked guys, but like, just delicate guys. So… fuck if I know what that means about me. Uh… yeah. Comp-li-ca-ted."

Cotton gestured at herself briefly. "So you don't mind about… me? Being a mare, but not, y'know…?"

"Not at all, if you don't mind about me being a stupid, confused idiot that can't keep her mouth shut."

"I don't mind one bit," Cotton said with a seductive flicker of eyelashes.

Havoc paused briefly, then smirked and gestured with her wing towards the door. "Then let's get the fuck outta here."

Cotton smiled and nodded. "Yes, let's."

*****

Havoc followed Cotton down into the underground levels of Hope’s Point, where the residential neighborhoods were located. Having never been down here before for longer than an elevator ride, she took in the sights for a brief moment and was satisfied with how organized everything was. The entire underground was well-lit despite being, well, underground, and everything was arranged in neat, tidy streets.

Cotton’s house was located on one of the lower levels of the underground, where the city’s middle-class ponies lived. It was a small, one-story abode with nothing particularly distinguishing about it on the outside, making it identical to every other building on the street that Cotton lived on, right down to its simple brown paint job.

The interior was… well, the only word Havoc could really describe it as was “cozy”. There was a small living room with just a couch, a television, and a coffee table, directly adjacent to a tiny kitchenette that barely had enough space for two ponies to maneuver in. Havoc was reminded of the apartments back up north, specifically the one that Dash had lived in, but this all belonged to Cotton and Cotton alone.

“Go ahead and make yourself at home,” Cotton said as she set her keys down on a nearby cabinet. With a sly look back, she added, “I’m gonna go clean up a little and change into something a little more… comfortable, if you’ll pardon the clichéd expression.”

“Yeah, sure, go for it,” Havoc said with a small grin. “You, uh… got anything to drink? And I mean the stronger stuff, not like, uh… orange juice or whatever.”

Cotton gestured towards the cabinet she’d set her keys on. “Help yourself. And hey, pour me a bit of whatever you’re having too, okay? I won’t be long, promise.” She then smirked, turned, and headed off towards the bedroom, casually flicking her tail into Havoc’s nose as she went.

Havoc took a deep breath as she watched the other mare’s swaying tush, then as soon as Cotton was out of sight, door closed behind her, she opened up the liquor cabinet like her life depended on it. She didn’t have to search long to find something she liked, because she spotted something almost immediately: a half-full bottle of jalapeño tequila. She didn’t know they even made this kind of stuff; they didn’t have it up north as far as she knew.

She grabbed a pair of the taller, slimmer shot glasses appropriate for tequila, made her way over to the couch and took a seat—she marveled at how damn comfortable it was—then popped the bottle open and poured a shot for herself and for Cotton. She took a moment to sniff the bottle’s mouth and get a sense for the stuff, surprised with how pleasantly the pepper tickled her nose; that was genuine jalapeño, not some artificial flavoring.

She then sat back and relaxed for a few minutes while she waited for Cotton, contemplating the situation and trying to calm her nerves. This entire thing had just cropped up unexpectedly and she didn’t have any idea what she was doing or how to proceed; she was more than a little hesitant to admit to Cotton that she was nervous not just because this was her first time with a pony like her, but with… well, anypony. It was still a sore spot.

Those thoughts kicked themselves right out of her mind when she heard Cotton clear her throat from the bedroom doorway. Havoc’s eyes widened and her jaw dropped when she saw the new choice in clothing, and questioned for a fleeting instant how it was more comfortable than what Cotton had been wearing before.

A short short skirt—shorter than anything Havoc had even seen Velvet wear before—made of a thin, almost translucent material, colored mostly black with pink edges; it covered up only the teensiest portion of Cotton’s cutie mark. A babydoll that matched the skirt and hugged Cotton’s figure just perfectly, showing off all the subtle curves of her lusciously mare-ish figure. All complemented by a pair of black fishnet stockings that were maybe just a little too tight.

“How do you like it?” Cotton asked with a little sensual purr in her tone.

Havoc’s heart was pounding; she’d never checked out a mare before in her life, but knowing that Cotton was different just put it all into a different perspective. And she liked it. A lot. Her wings, fully spread out against the couch, would’ve been all the indication anypony needed, but she felt the need to say something, anything.

She could barely even get the words out: “W-wow. You look… wow.”

Cotton grinned and took a few steps towards the couch. “Thanks. I usually only wear it for special occasions, and I couldn’t think of anything more special than this.”

She gave a little, slow twirl to show off the entire outfit and herself, giving Havoc a good, clear look at every inch of her figure. Havoc marveled at the fact that despite the miniscule traces of masculinity in Cotton’s muzzle and hooves, she looked every bit exactly like any other mare did.

Except, of course, for a particular set of bits that hung between Cotton’s hindlegs and, thanks to the much shorter skirt, were out in the open for Havoc to see.

First, a pair of balls, smaller than any Havoc had seen before, but she’d admit her only experience was from watching porn where all of the male specimens were gifted in that area. Second, a lovely cocksheath to go with it, and though Havoc was no expert, Cotton seemed like she was smaller in that area too. Not tiny, just smaller.

But size wasn’t even remotely a dealbreaker for Havoc, not in the least bit. If anything, Cotton’s smaller size was a huge turn-on. If she was interested in well-hung lunkheads, she’d have asked Velvet to hook her up with somepony ages ago. No, she liked a stallion who was maybe average at best; it made her feel more… powerful?

“So, this is me. All of me,” Cotton said, sounding just a little unsure of herself in the process despite her earlier displays of confidence. “Sorry if it’s not exactly what you expected, but—”

Havoc hesitated to say that Cotton’s body was perfect, but… there was really no other word for it. Cotton was perfect for her. A perfectly feminine figure but equipped with the male anatomy that Havoc… preferred? How the hell she’d lucked out like this, she didn’t know, but she was glad that she did.

“You’re right, not what I expected at all,” Havoc said with a little smile, her eyes drinking in everything that they could. “Better. You’re perfect.”

Cotton’s face reddened and she averted her eyes from Havoc briefly. “Thanks.” She then came over to the couch and sat next to Havoc, reaching over to take one of the two shot glasses. “Ooh, the Newhaven jalapeño tequila. Good pick. Strong, spicy, and smooth. Like you.”

“Heh heh, yeah, I guess it is, huh?”

Havoc took her own glass and leaned back against the couch, then lifted her glass to Cotton, who raised hers and clinked them together. They each downed their shots swiftly, then set the glasses back down. Havoc swallowed hers with a great deal of satisfaction: strong, spicy, and smooth, as advertised. This was the best tequila she’d ever had, the perfect way to lead into what was shaping up to be the best night ever.

Cotton set her hoof on Havoc’s thigh. “You want to just take this straight to the bedroom?”

Havoc gulped, then nodded, still cursing her nervousness and hoping the tequila would help wash the last of it away. “Yeah. Yeah, that sounds great.”

Cotton took Havoc’s hoof in hers and pulled her off the couch, then led her over to the bedroom. Havoc wasn’t sure what to expect Cotton’s bedroom to look like, but she wasn’t disappointed with how… normal it was? Was that the right word? It was perfectly normal, just a regular bed and regular walls, a regular dresser and a regular closet, and a regular door leading into what was assuredly a regular bathroom.

Why did she think it would be anything else? Maybe it was Cotton’s fashion career that made her think it would be more… lavish or something?

She almost lost track of herself in the moment, following behind Cotton automatically and without resistance or even registering that anything was going on. Her eyes had only scanned the room briefly but now they were locked on Cotton’s gorgeous rear and the hanging set of balls. The other mare was intoxicating to a ridiculous degree.

She barely even registered being pulled onto the bed to sit next to Cotton, nor did she register taking off her jacket and the shirt under it, and only started registering things again when Cotton’s lips pressed against her neck and hooves rubbed her naked back. She only registered this because it meant that she was naked. On another pony’s bed. She was going to have—gulp!—sex.

That was when she blurted, without even thinking: “I’ve never done anything like this before!” And she immediately put her hoof to her mouth, embarrassed as she’d ever been.

Cotton pulled back slowly, an eyebrow raised as though the statement had confused her. “Huh?”

“I, uh… I’ve never done anything like this before,” Havoc repeated, gulping and gently taking Cotton’s hooves in her own. “So, uh… sorry if I seem a little lost or nervous.”

“Oh yeah, this is your first time with a mare like me, right? Forgot about that,” Cotton said, nodding in understanding—or a lack thereof, unfortunately. “I know you said you’re more accustomed to stallions yourself. Don’t worry, I understand completely. If you feel more comfortable treating me like a stallion for this, I won’t mind.”

“That’s… that’s not what I meant. I meant that I’ve… never done anything like this before. Anything. Ever.”

“Oh?” Cotton tilted her head, then her eyes widened. “Oh! You mean you’re a… and this is your first time? Like, ever?”

Havoc nodded, feeling her cheeks heat up. She’d never admitted to something so embarrassing before to somepony who was essentially a stranger. It had been hard enough confessing her self-consciousness about it to Dash, but it was even harder saying it to Cotton now. What if Cotton was turned-off by Havoc being a virgin? What if she asked her to leave? What if—

Cotton leaned forward, her nose pressing against Havoc’s. “I’m touched that you’re letting me be your first. I would’ve never dreamt that a mare like you would even look at a mare like me the way that I look at you. And yet here we are.”

“Huh?”

“I mean, look at you,” Cotton said, tracing a hoof along Havoc’s stomach. “You’ve got the body of a professional athlete. You’ve got the cutest baby blue eyes I’ve ever seen.” She gave Havoc a mischievous grin. “And you’re adorable when you’re nervous…”

Havoc gulped; she’d never had anypony compliment her like that before. “You’re not just saying that right? You really think I’m good-looking? Like… for real for real?”

“Of course I do! I said I had a major crush on you, didn’t I? I figured you had all sorts of ponies vying for your attention and that you’d never think twice about little ol’ me. But you want me to be your first? That’s…” Cotton sighed, her hooves pressing against Havoc’s back. “That’s the sweetest thing I’ve ever heard.”

Havoc coughed into her hoof. “I, uh… yeah. Just thought you should know. ‘Cause I’ve got no idea what I’m doing here. Sorry.”

Cotton’s hooves slid down Havoc’s sides sensually. “But do you know what you want to do?”

“What I… want to do?” Havoc’s mind started racing to all of the various pornos she’d watched over the past year to help her deal with the lonely nights. She knew porn wasn’t supposed to be like the real deal, but it was all that she had to get off to… er, go off of. “I mean, yeah, I guess I’ve got a few ideas. But—”

“This is a very special night for you, Havoc,” Cotton whispered into Havoc’s ear, her breath sending shivers down Havoc’s spine. “And I want to make it special. So tonight, you can do whatever you want to me, with me, whatever. Anything.”

Havoc’s heart was pounding so hard she was afraid that it was going to leap out of her chest and have a stroll around the room. “Anything?”

“Anything. I’m all yours.” Cotton gently nibbled Havoc’s ear, eliciting an excited hiss. “Take me.”

That was all Havoc needed to hear; every ounce of hesitation and nervousness left in her body evaporated in an instant, and she was reading and raring to go into overdrive. She was herself again: Havoc, the fearless Fire Warrior.

She started off simple, figuring that if she was going to make the absolute most of this evening, she needed to get absolutely everything out of it that she could. It started off with a kiss, of course, because that would just be another first to add to the list. Cotton accepted the kiss without hesitation, and even though Havoc had no idea what she was doing, Cotton made up for it by directing her along with gentle little motions of her tongue.

Her first kiss. Havoc wasn’t sure what to make of anything anymore, but damn if this first kiss wasn’t absolutely fucking magical. She’d heard of all the little corny-ass ways that fillies and mares described it sometimes, like feeling butterflies or fireworks or stupid shit like that, and none of those really fit as far as Havoc was concerned. It felt more like somepony had planted a bomb in her gut.

But like… a nice bomb that exploded with warmth and fuzziness. Yeah, that was it.

She came up for breath after a few moments, panting heavily like she’d just galloped across the entire continent without stopping. She looked into Cotton’s eyes for the brief moment that she had to breathe, and saw this little spark there that wasn’t there before. Cotton had definitely enjoyed the kiss as much as Havoc did, if her own breathing was any indication.

So Havoc dove back in and kissed her again, and felt that she was better at it this time. The bomb in her gut had caused so much collateral damage that her entire body was just feeling hot and tingly, especially her nethers. Especially when Cotton’s hoof slid down Havoc’s belly to reach between her thighs and gently teased her teats.

Havoc’s own hoof found its way to Cotton’s crotch, where Cotton’s cock was finally poking out of its sheath. That’s when she registered that this was the first cock she’d ever touched before. Her hoof was on somepony’s dick. Her hoof. This was really happening. Because of course it was, why wouldn’t it be? Havoc was awesome, she knew that, Cotton knew that, everypony knew that. Anypony who said otherwise was asking to have their ass kicked.

She slid her hoof up and down on Cotton’s stiffening cock, coaxing it out of its hiding place and out into the open. Now that she had a hoof on it, Havoc could tell that Cotton was actually about… average, she supposed. Maybe below average? Definitely smaller than the sizable schlongs she saw in those pornos, but then who wasn't? And that was all Havoc could ask for.

A brief look down told her Cotton’s dick was completely pink from base to tip, not even the slightest hint of mottling at all. It looked so cute against Cotton’s coat color, almost like it had been painted or dyed to complement it. It wasn’t a particularly veiny cock, either, and even the medial ring was barely thicker than the rest. If it was possible to have a feminine stallionhood, Cotton had managed it.

Perfect.

Cotton’s other hoof had found its way up Havoc’s back and was fondling her left wing now, making her shudder; her wings were never especially sensitive, but then she’d never had another pony touch them so sensually before. A particularly sensitive spot made her hiss and shift her position, giving Cotton’s other hoof access to her pussy.

It was all happening so fast that Havoc shuddered a bit, hoping that she wasn’t about to cum just because Cotton was fondling her. That would be lame and unacceptable for her ego, even if she was an admitted virgin.

Havoc pulled out of his kiss and aggressively moved to kiss Cotton’s neck instead, just barely grazing skin with teeth as she did so. She didn’t have any first-hoof experience but damn if Havoc had never studied up on techniques in magazines and from watching movies—not all of them pornographic, even! Cotton moaned with pleasure; Havoc could feel the reverberations in Cotton’s throat on her tongue.

The hoof Cotton had on Havoc’s wing moved to her own cock to stroke it along with Havoc until it was at full length. “You’re— mmm~ You’re sure this is your first time?” Cotton huskily breathed, craning her neck to give Havoc better access. “You’re not bad.”

“I’ve done my homework,” Havoc grunted as she came up to nibble Cotton’s ear; she was careful not to do it too hard to break the skin but hard enough to get a reaction. “Am I doing this right? Stroking your cock, I mean?”

“You’re doing just fine, lover. A little rough, but I’ve had rougher. Just use gentle up-and-down strokes, and don’t use only the toe of your hoof; you mostly want to use the frog.”

“Like this?” Havoc asked as she followed along with Cotton’s instructions, angling her hoof so that the softest portion was applying the most pressure. It was a good suggestion; she could feel the soft flesh a lot easier this way, and it made it easier to judge how hard she was doing things.

Cotton purred as she brought her lips to Havoc’s neck. “Mmm, yeah, that’s good, just like that. And don’t neglect the balls, either. But be extra gentle down there, hmm? A dick can take a little punishment, but those are sensitive.”

Havoc’s other hoof slid down to fondle—gently!—Cotton’s ballsack, delighting in how they felt in her hoof. It was nice having her partner helping her along on her first time—and felt she was learning quite a bit. It was one thing watching porn actors and actresses at work, another thing entirely doing it herself, and something more altogether with Cotton guiding her along.

Then, without warning, Havoc pulled away from Cotton completely, her eyes alight with lust and fire. The heavy petting was nice and all, but Havoc wanted more. But she didn’t want this to go too fast for her. That was boring. And Cotton had told her to treat her like she’d treat any stallion, hadn’t she?

Well, Havoc had had a few ideas here and there for how she’d have treated a certain other less-masculine stallion she knew. Was it fair to project her fantasies of what she’d have done with Lockwood onto Cotton instead, just because Lockwood was off the market and she’d never get the chance otherwise?

Hell yes it was.

“You said I could do anything I wanted to you?” she asked, licking her lips.

Cotton nodded. “Mmhmm, anything you want. I’m yours tonight, honey. Tell me what you want to do, and I’ll do it.”

“Bend over on the bed,” Havoc commanded, a smoldering smile on her lips. “Put that ass of yours in the air like a good filly.”

“Ooh, yes Mistress,” Cotton purred as she scooted onto the bed. “Like this?”

She did as was asked, getting on all fours and into the proper breeding position for a mare; the manner in which she did it suggested that this was definitely not her first rodeo, but then Havoc had never suspected that it was. Cotton’s lovely pink cock dangled like a prize between her legs, though every second or two it twitched just so. The other mare was excited.

Good, Havoc thought. So am I.

Havoc tilted her head to get a good look, even ran her hoof along the other mare’s perfectly pert rump. The way Cotton’s skirt just barely gave her the tiniest, most fleeting hint of modesty was just… perfect. Everything about this mare’s body was perfect. Especially that cute little pucker resting right above her ballsack, just a slightly darker shade of off-white compared to the rest of her coat; same color as her balls and sheath, actually.

“Damn,” Havoc hissed, biting her lip. “Now that is an ass.”

She gingerly rapped her hoof on Cotton’s right asscheek, again, hard enough to get a reaction but not enough to actually hurt. Cotton had just the right amount of thickness in her rear that Havoc could see little ripples of flesh spread out from the point of impact. Havoc slapped again, again, and again, delighting not just in the way that it looked and sounded, but in the pleasured groans Cotton was making with each and every slap.

Havoc licked her lips again. “So, you wouldn’t happen to have a… toy collection, would you?”

“Uh-huh,” Cotton replied. “A horseshoe box under my bed. Use whatever you want.”

Havoc hopped off the bed and looked underneath for the prize in question, which didn’t take long to find. Indeed it was a horseshoe box, and one still in very good condition, containing a wide assortment of sex toys, some of which Havoc recognized and others which were entirely unknown to her.

The most impressive of these, of course, was a rubber dildo, outrageously lifelike in appearance—especially the black color with the pink mottled tip—and, when Havoc ran her hoof along it, texture. This was, of course, speaking from the experience of a mare that had only ever fondled one cock before, but this fake one and Cotton’s real one felt very much the same. It had a flared head just like a real cock, a wide medial ring just like a real cock, and a wide base designed to look just like a real, meaty ballsack.

Cotton apparently noticed Havoc’s fixation on it. “Aha, the Excalibur. That’s one of my favorites. I got it up north before the family moved. Had to have a friend get it for me, actually, since I was still, uh… underage at the time, and hadn’t come out to my parents.”

“It looks so… real,” Havoc muttered as she took it out of the box to hold it in her hooves and marvel at it like it was some sort of wondrous trophy.

This was the sort of cock she expected on those porn actors she tended to watch, but in her hooves it seemed even bigger, or maybe it actually was. Normally she wouldn’t think about discussing her sister Velvet’s sex life, but she had to know if she had one of these. She’d be genuinely surprised if she didn’t; Velvet was the sort who would have two in case she broke one.

“That’s ‘cause it’s modeled off of a real stallion. Nopony knows who, though, but it’s been popular for a long time.” Cotton then gave her tush a little shake, her tail brushing over her tailhole like a bridal veil. “Are you gonna use that bad boy on me, honey?”

Havoc’s grin turned wicked, and she set one hoof on Cotton’s ass and lifted the skirt out of the way to get clearer access to the other mare’s tailhole. “Oh, you’d better believe it. I wanna see you take the whole fucking thing and…. and cum with it all the way inside you. I bet you look cute as fuck cumming with a huge cock up your butt.”

“Mmhmm, I can do that if you help me along~” Cotton grabbed a pillow and set it under her chin, likely to make herself more comfortable. “You’re just gonna have to lube me up a bit first, okay? Nopony takes the Excalibur dry.”

“Yeah, sure, easy peasy,” Havoc said, eyes fixated on Cotton’s little pucker. Her mind started going places she never thought it would go before tonight, and she set the dildo down for the moment as a wonderful little idea came to mind.

“There’s a jar in the— ooh!” Cotton gasped. “Oh, you naughty mare~”

Havoc had surprised her by pressing her muzzle right between those pert cheeks and burying her tongue in Cotton’s tailhole. If Havoc could do whatever she wanted to the other mare, fuck if she wasn’t going to do whatever she wanted. She’d seen plenty of pornos before where the actors and actresses did this kind of stuff to each other, and hell, she wanted to give it a try.

Again, Havoc found it amazing how perfectly feminine Cotton was despite still having just the right amount of masculine traits to really turn her crank. While Havoc’s free hoof had slid down to fondle the mare’s luscious pink cock some more, she noticed that everything back here smelled so fresh, not even the slightest hint of masculine scent from Cotton’s balls or anything else.

As for the taste, well, Havoc wasn’t really prepared for anything in particular. She wasn’t expecting it to taste like sunshine and rainbows, that was for sure, but she’d been prepared for even the slightest hint of unpleasantness. Only, there wasn’t any. Cotton just tasted like skin and the slightest hint of whatever shampoo she’d used to clean up earlier. Coconut, maybe?

Once the initial shock of it was out of the way—she was just as surprised as Cotton was that she’d had the guts to go through with it—Havoc put her all into it, driving her tongue in and slowly swirling it around inside Cotton’s pucker. She didn’t even feel an ounce of shame in doing it.

And why should she anyway? Cotton seemed to be enjoying it, based on how she was moaning and arching her back ever-so-slightly, and how her cock was twitching in Havoc’s hoof just a little. And Havoc was enjoying it too, and Cotton wanted her to enjoy herself.

“Ffffuuuck~” came a low groan from Cotton, muffled slightly by the pillow. “You really like my ass that much?”

“Mmhmm,” Havoc grunted, her voice muffled by a mouthful of tailhole. She pulled her tongue out of Cotton’s butt and ran it all around the twitching pucker, putting as much saliva out as she could. “You ever had your ass eaten out before?”

“No, that’s a first for me, too. I mean, I’ve had guys use spit to lube me up before, but not like that.”

“Sorry I didn’t warn you, but I just had to do it.” Havoc gulped, running her hoof over Cotton’s rear. “Am I, uh… doing okay?”

Cotton purred into the pillow. “You’re doing great, lover. You’ve got a knack for it. Keep going~”

Havoc returned her tongue to the inside of Cotton’s ass, and the hoof she’d been using to keep the other mare’s cheeks spread now went down to find where she’d left Excalibur. She found it after a few tries, and shifted it down towards her crotch. Hearing how much Cotton was enjoying this, and now knowing that she was the first to do this for Cotton, was making her snatch sopping wet.

So, while her tongue was liberally lubing up Cotton’s rear for a good pounding, her own mare juices would lube up the dildo. She didn’t go so far as penetration or even teasing as such—Cotton was going to be her first and that was that—but she didn’t need to in order to drench the rubber toy with fluid.

Once she was satisfied that the Excalibur was ready to take the plunge, Havoc pulled her muzzle away from Cotton—giving her widened pucker a little kiss as she departed—and brazenly slapped the length of the cock right between Cotton’s asscheeks.

“You ready?” Havoc grunted, sliding the rubber cock up and down and teasing Cotton’s tailhole with the tip.

Cotton groaned and hugged the pillow tight. “I can’t wait. Give it to me~”

Havoc was gentle at first, pushing the flared cocktip against Cotton’s tailhole hard enough that she felt resistance but not hard enough to push past it yet. This was just more teasing; she was purposefully not pressing hard enough to let the Excalibur sink in yet. She’d read that teasing and foreplay were quintessential parts to maximizing pleasure; the anticipation was sometimes better than the actual act.

Just the right amount of pressure though, and—

Pop!

“Hnng~” Cotton moaned as the flare pushed its way into her ass. “Oh fuck that always feels so good~”

“Don’t relax. We’re just getting started,” Havoc purred, her cheek resting right on top of Cotton’s backside.

She used one hoof to keep Cotton’s rear spread open, the other to push the rubber dildo further in. Her wings were so utterly flared open at this point that they hurt; she was so horny she could practically drown a foal between her legs. Every inch of Excalibur that pushed into Cotton’s butt earned a pleased grunt, groan, or moan, and every single one of those little noises drove Havoc absolutely wild.

And since it was a dildo, and because Havoc was purposefully going slow and had no desire to go too much faster, Cotton was offering just enough resistance to push the rubber cock back out ever-so-slightly every time that Havoc pushed it in. Havoc was making more headway, of course; for every inch she shoved in, Cotton only pushed a half-inch back. It was just enough to resemble a proper fucking.

Once Havoc was satisfied that she didn’t need to use one hoof to keep Cotton spread open, she moved that hoof back underneath Cotton’s belly to stroke that cute pink cock of hers. Cotton was hard as a rock long before now, but if it were possible for her to get harder, then she’d certainly figured out a way. The shaft excitedly bobbed up and slapped Cotton’s underbelly every few seconds.

Havoc timed her strokes on Cotton’s cock with her “thrusts” into Cotton’s ass, syncing them up as perfectly as she was able; gentle up-and-down strokes using the frog of her hoof, as instructed. “You like that, baby?” she asked, bringing her hoof all the way from the tip of Cotton’s dick to the base. “You like that big fucking cock in you, huh?”

“Mmhmmm~” Cotton moaned into the pillow, arching her back and pushing her rear towards Havoc a little. “Give it all to me! I can take it!”

“Heh, damn, you really want it, don’t you? Okay then, here it comes.”

Havoc took the hoof from Cotton’s cock back up to her backside to brace against, then drew Excalibur back a few inches before shoving it, hard, all the way in, ignoring the slight resistance she felt until the dildo’s ballsack-like base was pressed right up against Cotton’s smaller, actual ballsack.

“Aaahhh~”

Cotton’s entire body convulsed with pleasure, and both of Havoc’s hooves—no longer needed to spread Cotton open or shove the dildo further in—went underneath the other mare to furiously stroke and orgasm out of her cock, one on the shaft, one on the balls. Havoc was nothing if not a fast learner.

The other mare’s balls pulsed, and her entire cock throbbed as the first thick rope of cum shot out and splattered all over the bed beneath her, and onto Havoc’s hoof. Another pulse, another strand of white, and another. The volume was maybe half as much as Havoc was expecting, but then she figured the porn studs took supplements or something to produce bigger loads.

Not that Cotton’s load was small in any way, of course. Even an average stallion produced a healthy amount of cum, after all—at least that’s what the magazines said. Havoc figured she could easily fill a beer bottle with what Cotton had spilled onto the bed, give or take. She almost regretted letting it all go to waste on the bed sheets; maybe she should’ve grabbed those shot glasses first?

Oh well. Food for thought.

Once Cotton stopped spasming all over the sheets, her cock dribbling the last paltry drops of semen, her knees gave a little bit and she shifted into a more relaxed position. With Havoc’s hooves no longer on the Excalibur and Cotton relaxing her muscles, Cotton’s butt forced the intruder out ever-so-slowly; Havoc didn’t help her along, either, just watched with rapt attention as the rubber dildo slid out of Cotton’s ass bit by bit until—

Plop!

The Excalibur plopped out and landed on the bed, slick with a mixture of juices, some Havoc’s, some Cotton’s. Cotton’s abused tailhole was left gaping open for a moment, twitching and spasming all the while. It would probably take a few minutes for it to return to normal, and until then Havoc could barely take her eyes away.

“Fuck, that was hot,” Havoc muttered as she watched Cotton breathe and recuperate. “I honestly didn’t think you could take the whole thing, babe.”

Cotton groaned into the pillow, her entire body shaking as she did so. “That’s… the deepest I’ve ever taken it,” she said, turning her head so she could smile at Havoc; she was drooling just a little bit. “I usually just stick to the medial ring.”

Havoc’s lips curled into a little smirk. “Wow, so you took that all for me? Damn, girl.”

She gently ran one hoof up and down on Cotton’s ballsack, while her other hoof—covered with some of Cotton’s cum—drew up to her mouth for her to give it a tentative lick. There wasn’t a lot of cum to clean off, but there was enough to get a taste for it; Cotton’s load tasted just a little sweet.

“But you know we’re not done yet, right?” Havoc said, giving Cotton’s rear a little squeeze.

Cotton shook her head, still smiling, and rolled over onto her back, presumably to get more comfortable. “Of course not. This is your night, so we’re not done until you say so. Or, y’know, it gets late and we have to get some sleep.”

“Meh, sleep is for the weak.”

“You say that, but some of us have to go to work in the morning.”

“Touché.”

Havoc crawled over and onto Cotton so that they were face-to-face, just so that she could kiss the other mare again. From the way Cotton moaned and put her hooves on the back of Havoc’s head, Havoc figured she really was improving at this whole thing. That and Cotton didn’t mind having a tongue down her throat that had just been up her ass; Cotton seemed extraordinarily open, which was just… perfect.

Cotton’s hooves trailed from the back of Havoc’s head, along her sides, then under her to her own stomach, showing just a hint of meekness on her part. “So what else did you have in mind?” she asked as they broke the kiss for a moment. “Anything I can do to you? I know you’re having fun, but you should get the chance to indulge yourself too.”

Havoc smirked, her hooves shifting to pull Cotton’s forelegs back up then pinning them up by her head. “You ever eat pussy before? I know you said that you usually prefer stallions, so I figured I’d ask.”

“I’ve had a few mare partners before, yeah,” Cotton said, returning the smirk, though hers was more self-assured than mischievous. “Not to brag, but I’ve been told I do alright.”

“Cool. ‘Cause you’re gonna eat me out ‘til you’re hard again so we can fuck proper-like.”

Cotton hungrily licked her lips. “Mmhmm, don’t keep me waiting, lover. You wanna sit on my face or…?”

“Damn, you read my mind.” Havoc’s grin turned wicked. “But I figure we’d spice it up a little bit more. You’ve got a whole box of toys, after all. So let’s put ‘em to good use.”

Havoc got off of Cotton and retrieved the horseshoe box, then rifled through it to find one of the toys that had caught her eye earlier: a bright pink egg vibrator with an attachment so that it could easily be pulled out by hoof, and a matching remote. She displayed her new prize to Cotton with a devilish grin.

“Ooh, going for some double stimulation, huh?” Cotton said, biting her lip. “Do you want that in your pussy, or your butt? I can’t speak to the former but it’s great for the latter.”

“Oh no no, this isn’t for me. It’s for you,” Havoc said as she clammored over to Cotton’s rear and lifted her up off the bed a little. “I want you hard again sooner rather than later. I’ve been dying to ride that cute cock of yours all night, and this’ll just speed up the wait. Right?”

Cotton purred again, her hooves running over her stomach. “Mmhmm, whatever you— ooh!” she gasped as Havoc shoved the little egg into her tailhole; it went in without any resistance, thanks to both the expert lubing up and subsequent gaping Havoc had given it. “You really like putting things in my butt, don’t you?”

“Only because you’ve got the cutest ass I’ve ever seen,” Havoc chortled, teasing her hoof along Cotton’s sheath.

Havoc then turned around so that her rear was directly over Cotton’s muzzle and sat so that she was both comfortable and so that she gave Cotton access to every inch of her nethers, teats and all.

“Now, get to work,” she commanded as she shifted the vibrator’s setting from zero to one. It went all the way up to five, but she was going to start slow.

She was glad to find that Cotton wasn’t going to waste a lot of time on needless playing around. The other mare only took a few moments to gently tease Havoc’s slit with her lips, nose, and tongue, but to Havoc each of those moments was sheer pleasure.

Her clit was winking without stopping as Cotton’s tongue traced circles around her vulva, which only made it easier for Cotton to get her lips around the little nub. Havoc had only ever jilled herself with her hoof before—she didn’t own any toys herself—so having somepony else’s tongue snaking its way in, out, and around her pussy was like magic.

“Fffuuuck~” Havoc groaned, biting her lip and sucking in a breath so that she didn’t start drooling all over herself and Cotton’s stomach. “That’s a good girl. Eat that pussy good.”

“Mmmff~” Cotton moaned back, sending little vibrations through Havoc’s folds.

Speaking of vibrations, Havoc ranked the egg vibrator up to two now, and watched with amusement as one of Cotton’s hindlegs kicked slightly. Better yet, Cotton’s cute pink cock gave a little half-hearted throb and stiffened just a little, poking out of its sheath a teensy bit. Havoc smirked and turned to vibrator up to three; Cotton’s cock reacted to that as well, throbbing again as more blood rushed through it to push it even further out.

Cotton’s hooves weren’t idle, either, coming up to cup around the top of Havoc’s hindquarters, giving Cotton extra leverage to lean up and show Havoc that she’d meant what she said about being “alright” at eating a mare out. Havoc was no stranger to false modesty; “alright” was about as much of an inaccurate statement as her saying that she used “a few” swear words from time to time.

Havoc hissed with pleasure as Cotton’s muzzle shifted to that while her tongue was still working at Havoc’s snatch, her nose poked and prodded at Havoc’s tailhole. A part of her was a little self-conscious about it, ironically; she’d showered before she left the hotel earlier, but hadn’t “cleaned up” right before coming into Cotton’s bedroom like Cotton did.

The rest of her—particularly her aching nethers—told her not to worry about it.

“You like the taste of my cunt? Huh?” Havoc grunted, setting her free hoof—the one not holding the vibrator remote—behind her to push the back of Cotton’s head forward. “Go on. Say it. Say you like my cunt.”

Cotton groaned a little into Havoc, then pulled back just enough to say: “I like the way you taste, honey.”

“Naw, that’s not what I asked,” Havoc said, roughly shoving Cotton’s nose back in and rubbing it into her pussy. “Say you like my cunt. Don’t be a pussy about it.” After a few seconds of this, she let up on the pressure on Cotton’s head, then cranked the vibrator up to level four. “Well? Say it.”

“I love your cunt!” Cotton hissed, her hindlegs trembling again.

“Damn right you do.”

Havoc rocked herself back against Cotton’s muzzle with gentle, slow motions, just enough to establish a little bit of dominance but not too much that it made either of them uncomfortable. Cotton just remained where she was, hooves caressing Havoc’s rear as she continued eating her out, with more gusto than before if anything.

Then, Havoc saw that Cotton was properly hard again. She licked her lips as the throbbing shaft of pink pointed directly at her stomach, weighed down by the flared tip, as if it knew where it wanted to be and was trying to give her a hint.

Without even giving Cotton any warning, she abruptly lifted herself off of the other mare’s muzzle, turned around so they were facing each other again, and situated herself so that Cotton’s hard-on was sandwiched between them, her dripping wet snatch positioned right over the flared tip.

“You ready?” Havoc asked, her nostrils flaring.

“Uh-huh,” Cotton replied with a rapid nod. “I want you so bad right now.”

“You wanna stick your little cock in my pussy, huh? Do ya?” Havoc rubbed the tip of Cotton’s cock with her free hoof. “Say you wanna fuck me.”

Cotton hissed with pleasure. “I do! I want to fuck you!”

Havoc took a deep breath as she slicked her moistened vulva over the length of Cotton’s cock, then lifted herself up and, with her free hoof, positioned the meaty appendage directly underneath her. She only hesitated for a few seconds, realizing that this was it. The crowning moment that she’d been waiting for for as long as she could remember.

Then she sunk down onto Cotton’s cock, hissing with pleasure as the flared tip pushed inside her and spread her inner folds out enough for the rest of the cock behind it.

“Ahhh fuck~” she breathed, her eyes rolling back and her entire body shaking with sudden ecstasy. “So that’s what it feels like…”

The last of her hesitation was violently expunged from her mind, and without even considering it for more than a split second, she let gravity do the rest of work, relaxing herself so that she properly impaled herself onto Cotton’s shaft all in one go, medial ring and all. She’d have never tried to do it if Cotton was more gifted than she was; all the more reason to delight in the other mare’s perfect body.

Her free hoof went to her stomach, rubbing it gently as she tried to see if she could feel Cotton from the outside, like some of the porn actresses claimed they could with their partners. She couldn’t, but that was alright; just another expectation from porn that didn’t quite live up to reality.

Cotton winced loudly as the base of her cock impacted with Havoc’s vulva, shutting her eyes tight and biting down on one hoof. “F-fuck, honey, are you in heat or something?”

Havoc barely registered the words; her entire core was focused entirely on how fucking amazing it felt to have Cotton’s cock buried inside her, so much so that she hadn’t even moved for the past several seconds. A dazed “Huh?” was all she could muster as a response.

“You’re so hot inside,” Cotton said, her breathing growing just a little heavier, slower, more labored. “I’ve never felt a mare’s pussy like this. Are… are you in heat? Should we get a condom?”

“In heat? What are you talking about?” Havoc asked, tilting her head slightly. “It’s the middle of Fall, goofball. Most mares won’t hit their heat season for a few months at least.” And then she smirked, realizing why the questions had taken such an odd turn. “Why, you worried about knocking me up?”

Cotton stared up at Havoc’s face, gulped, and nodded slightly; nervous was hardly a good enough word to describe the mare’s expression. “A… a little, yeah? I don’t know if I’ve got powerful swimmers anymore—”

Havoc immediately started grinding herself on Cotton’s cock with easy back-and-forth, up-and-down motions, like she’d watched a hundred times before in the pornos.

“Don’t worry about it, babe,” she said with a sinister grin. “Just tell me when you’re gonna cum, and I’ll let you pull out. As much as I want to feel what it’s like to get a load in my cunt, I’ve got different plans for you.”

“O-okay,” Cotton replied with an unsure nod and a smile. “Wh-whatever you want, honey. Just… be careful?”

Havoc continued grinding, increasing her pace steadily as she went. If it felt amazing just having Cotton’s cock buried inside her, it felt even better having it moving around.

And she was entirely in control, too; Cotton’s hooves didn’t even so much as try to exert themselves on her, and Cotton wasn’t even thrusting up to meet with Havoc’s movements yet. The other mare was too busy biting down on one hoof, using the other hoof to keep her skirt out of the way so that it didn’t block her view of her cock going in and out of Havoc’s pussy.

“It’s so hot~” Cotton whimpered, arching her back slightly. “I don’t know if I can last, honey. Let me pull out.”

“You’re gonna last until I cum,” Havoc commanded, emphasizing her point with a hard bump downward. “Don’t worry, I’m getting close too. But hey, how about we up the challenge, huh?” She smiled devilishly and cranked the vibrator up to five, the maximum setting. “And if you blow your load before I cum, you lose.”

“Annh~” Cotton hissed, thrusting upwards—hard—in response. “B-but—”

Havoc kept grinding without even the slightest hint at slowing down or stopping; she was getting desperately close, but wanted to tease Cotton just a little more. “C’mon, babe, don’t— mmph~ Don’t tell me you’re… g-gonna cum before me.”

Up, then down.

“Just think about how— aahhh~ aaawful it would be if… you d-did.”

Up, then down.

“You… wouldn’t want to— f-fuck~ Wouldn’t want to accidentally… put a foal in me, w-would you? Just think about what allll the ponies would say… when they found out… that you… knocked up the Fire Warrior.”

Up, then down. Harder this time.

“Fffuuuck~”

Cotton bit down hard on her hoof and shook her head, her mane swishing about just because of how roughly she was moving. “Y-you’re not playing fair~”

Havoc’s grin widened. Up, then down, followed by a slow circular grind. “All’s fair… in fucking… and fighting. Right?”

She let the vibrator remote slip out of her hoof and roll onto the bed; she didn’t need it now anyway. Her hooves then both moved to Cotton’s chest, using her lover’s body as leverage to lift up and down again, faster and harder than before.

And then, Havoc felt a sudden rush of heat inside her nethers, as the dam finally broke. She let out a wordless, throaty, deep moan as she thrust herself down one last time onto Cotton’s dick, clamping down tight on it as she came. She could feel every inch of cock inside her being squeezed as tight as could be.

But she didn’t have a lot of time to really savor the orgasm.

“Oh f-fuck~” Cotton grunted, biting both hooves now. “H-honey, I’m gonna—”

Havoc’s eyes widened, and with all the speed she could muster she pulled off of Cotton’s cock, groaning as the flared tip just barely managed to make it out of her clenching folds and out into open air.

A split-second later Cotton let out a little moan of her own, and the first spurt of cum fired straight up and splattered onto Havoc’s stomach.

Havoc was moving as quickly as possible, moving herself down so that she could take Cotton’s spasming cock in her mouth. She was a little too slow for the second spurt, taking that one to her face, feeling the hot, thick fluid spray onto her cheek, nose, and chin; she only barely reacted in time to not get it in her eye.

But she was able to get her mouth around Cotton’s cock in time to catch the third rope of cum as it fired all the way into the back of her throat, and the fourth, and the fifth. Since Cotton was only able to produce enough volume to maybe fill up a beer bottle, and the first two loads had been wasted, Havoc had little trouble at all in keeping the sweet-tasting spunk in her mouth as she cradled Cotton’s balls, coaxing out whatever was left.

From here, Havoc could just barely hear the rumblings of the egg vibrator still lodged in Cotton’s rear.

Havoc didn’t lift herself away from Cotton’s dick until she was certain there was nothing left to get out of it, then carefully drew away—keeping her mouthful of spunk steady—and crawled up the length of Cotton’s body so that they were face-to-face together again. Cotton was giving her a sultry smile, her eyes half-lidded with pleasure.

Cotton’s head, which had shot upright in all the excitement, collapsed against her pillow. “W-wow…” she breathed, sounded as though she’d just galloped an entire mile in the past minute. “That was—”

Havoc had one final surprise for Cotton, the third, maybe fourth over the course of the night? She forcefully kissed her again and, after managing to push her way past Cotton’s lips with her tongue, shared her mouthful of Cotton’s cum with Cotton herself. Cotton definitely seemed surprised at first, but was not only quickly accepting of the act but, judging from her moaning and the way her hooves went to the back of Havoc’s head, enjoying it.

To say the kiss was sloppy was an understatement. Besides the fact that Cotton hadn’t been expecting it, Havoc had probably taken too much cum to share, and more than a little bit of it leaked out and spilled down the pair’s cheeks and necks in the process, not to mention that the wad of cum still on Havoc’s face made contact with and spread to Cotton’s as they kissed.

If anything, this just made the kiss that much better as far as Havoc was concerned. Evidence of their debauchery was literally everywhere; nopony could deny from seeing them together now that they’d been fucking, and fucking well.

Once she and Cotton had each swallowed what was left of the cum that hadn’t spilled out of their mouths, they broke apart from one another, tongues still connected by a thin strand of saliva-cum mixture. Havoc just kept her eyes locked with Cotton’s after that, and vice versa, for a good moment before they locked lips again.

When they broke apart the second time, they stayed apart long enough to breathe and collect themselves. Havoc took that moment to fumble her hoof about and find the vibrator remote to finally turn it off, giving Cotton some well-deserved reprieve, then grabbed hold of the little attachment that was sticking out so that she could pull it out of Cotton—gently, of course.

“Nopony’s ever done that with me before,” Cotton said, awestruck as she rested against her pillow. “You’re… sure this is your first time? I mean, okay, it was a little touch-and-go here and there, but you came at me with some kinky shit that I wasn’t expecting, let me tell ya.”

Havoc’s cheeks reddened just a little bit as she joined Cotton again, pressing her nose to her lover’s. “Y-yeah, I know. I was telling the truth, though. Until tonight, I’ve never had sex with anypony before. Never, uh… never been kissed, either. So that was nice.”

“Really? I…” Cotton let out a breath, then wrapped her hooves around Havoc in a tender hug. “I’m sorry if it sounds insulting for me to say that I figured that you had a lot of experience, especially after all of this. Are you really telling me you ‘learned’ all of this just from watching porn?”

“I mean, ‘learned’ is kind of a strong word,” Havoc said, burying her muzzle in Cotton’s neck and delighting in the warmth of the hug. “I’ve just always been lonely at night, so I watched a lot of stuff, y’know? I guess I just started seeing what was out there and liking… well, a lot of kinkier things. I wasn’t even going to think about doing some of the stuff I did tonight, but then you kind of, I dunno, gave me a blank check?”

“So if this had been somepony else for your first time, somepony not as open as me, you’d have just… done some ‘normal’ things?”

“I guess? I dunno. If it was just some good-looking stallion or something I’d have probably just let them show me the ropes. If there’s even a guy out there that would’ve looked at me and been interested in the first place,” Havoc added with a murmur.

Havoc sighed, then rolled off of Cotton and found her jacket where it had landed on the floor. She snagged a cigarette out of the sleeve, took her lighter from the pocket, and lit up a smoke; the drag felt better than any drag she’d ever taken before, filling her with a warmth that was beyond relaxing. She figured smoking after sex was just a cliché, but damn if it didn’t satisfy her something fierce.

Cotton’s hoof rubbed Havoc’s back. “Well, I’m glad that I was able to let you try something fun for your first time. I’d have been fine with it if you wanted to try ‘normal’, though. Maybe another time?”

Havoc let out a puff a smoke, then raised her head up, turning to glance at Cotton utterly confused. “‘Another time’?”

“Yeah, of course. I don’t know exactly when you’re leaving the city, but if you’re here for a little longer, I mean, I wouldn’t be opposed to doing this again if you’re not. You… you had a good time, didn’t you?”

Havoc paused a moment, having not seen Cotton looking so meek and unsure before,then smiled and took another drag of her cigarette. “I did, yeah. I’d definitely be down to fuck again. You’re amazing.”

Cotton returned the smile. “So are you.” She then cleared her throat and averted her gaze; Havoc noticed she was blushing. “But, um, I suppose you’ve probably got to get going back to your hotel, right? I won’t keep you.”

“Yeah, I’d better not stay out too late. Might cause problems with my sister if she thinks… whatever she thinks about me being out late.” Havoc then glanced at herself and her cum-stained coat. “Speaking of which, uh… I don’t suppose I could use your shower, could I?”

“Of course you can. I wouldn’t let you leave here covered in… well, me,” Cotton giggled, hoof over her mouth.

Havoc’s grin turned mischievous. “You wanna join me?”

Cotton smiled and nodded rapidly. “Oh, I’d love to.”

As the pair of them got off the bed and made their way towards the bathroom—with Cotton noticeably walking bowlegged—Havoc had a feeling that the next two weeks were going to be a lot more fun than she thought they’d be. And to think, the only reason she’d even met Cotton when and how she did was because Dawn just had to be her usual bitch self.

Funny how things worked out.