Sweetie Belle couldn’t help but giggle a little at Flash Fire’s joke – all those heroes rushing on screen did look more like a stampede than an actual fight. It was funny to imagine that they were actually running away from something.

She snuggled up between him and Moody Blues, enjoying the closeness and the warmth of the two stallions. This was actually really nice! She was glad Scootaloo had brought her, and it had just been silly to be so nervous about it. These stallions were all great guys.

Somewhere on the other end of the big couch, Scootaloo was whispering something to Steel Crescent or Static Impulse. Sweetie Belle couldn't hear what she said or guess who exactly she was saying it to – the movie was in the middle of a really big fight scene now, and it was pretty loud.

And Scootaloo herself…

Wait, where was Scootaloo? She’d gone somewhere, hadn’t she? With Star Shooter. It had been a while ago, and this movie was so confusing sometimes – maybe she’d missed watching the prequel to it or something? – so she’d gotten pretty distracted just trying to keep up with it. But Scootaloo had been gone way too long just for a bathroom break or something. She was missing half the movie.

“Where’d Scootaloo go?” she asked, kind of just out into the air, hoping one of the stallions next to her would tell her and then it would make sense.

But the two stallions just glanced at each other, grinning cryptically and raising their eyebrows.

Oh come on! It was a simple question. Why couldn’t they just tell her? “No, really – where’d she go?”

“Don’t worry about it, she’s with Star. Let’s just finish the movie,” Moody Blues said. “I think it’s almost over.”

Sweetie Belle rolled her eyes … and when she happened to look down when she did that, she noticed that Flash Fire’s cock had slipped halfway out of its sheath! She gasped and looked away instantly. Hopefully nopony would see her blush. But now that she knew it was there, her eyes kept drifting down that direction.

More of it was coming out! Very slowly, but it was happening. Was it because of all the mares in spandex costumes on the screen, or was it something else he was thinking about? And did he know it was happening? Surely he didn’t realize it, or he’d be hiding it from the filly sitting right next to him. She edged a little closer to Moody Blues, only to glance down and see that his cock was beginning to come out a little as well – just a little bulge of the tip beginning to peek out, but it was there.

Was it because of her? No, it couldn’t be! They couldn’t think of her that way. She wasn’t even really old enough for them. And besides, what would make them even think she’d want to do … that?

She sat stiffly through the rest of the movie – it really was near the end, and already the Power Ponies were regrouping after the climactic battle – she kind of missed the end of it, though. Even when she was able to make herself stare fixedly at the screen, she didn’t really see it that much. She kept thinking about the stallions next to her … thinking about them in new ways she probably shouldn’t have. And she kept glancing down, even though it made her heart skip and her breath run short to see what she knew she’d see. What if they caught her looking? She’d never be able to live with herself if One Trick ended up thinking she was some kind of pervert pony. But she still couldn’t make herself stop, not for long.

When the movie finally ended and the credits music played, Static Impulse said, “Dang, that was pretty freakin’ awesome!”

“You’re telling me.” Moody Blues leaned around behind Sweetie Belle to look at Flash. “Hey, can you get the lights, Flasher?”

“I’ve told you not to call me that,” Flash Fire responded … but he also complied.

Sweetie Belle was relieved that Flash was going to get up. Surely then he’d notice his … situation, and then he’d take care of it and make sure she didn’t have to see it.

But he didn’t get up. He was a unicorn, after all, and he just flipped the switch with his magic. Sweetie Belle stewed in her seat, glancing down again at the way his cock rested limply against one thigh. Now in the full-brightness lights, she could see everything. It was so thick and heavy-looking … and his balls bulged out underneath it, the same color as his orange-yellow coat, but smooth skin instead of fuzzy fur. It … it made her feel strange inside, hot and tight, like she was wound up into a corkscrew somewhere deep inside her belly.

She was just about to get up on the pretense of talking to Apple Bloom, but then Apple Bloom showed up right in front of her, flanked by Static Impulse and Steel Crescent. How had nopony but her noticed Flash Fire’s cock hanging out yet? This was crazy!

And Scootaloo – where was Scootaloo?

Maybe now somepony would tell her. “Hey Apple Bloom,” she said, “where’d Scootaloo go?”

“I thought she was over there with you.” Apple Bloom looked over at the stallions to either side of her. “Hey, where’d Scootaloo go?”

“Star Shooter’s gone too,” Sweetie Belle added. She was pretty sure that was important. That had something to do with it.

Infuriatingly, instead of answering her, the stallions all just started laughing. First Moody Blues, but then the others, too. They just kept on going, one setting the other off. What the hay was going on here? Why wouldn’t anypony just tell her?

“Um, guys?” Apple Bloom said tersely. It looked like she wasn’t enjoying the joke very much, either.

“Your friend snuck off with Star Shooter,” Static Impulse said … as if that explained anything at all. “He gets all the luck.”

“I know she snuck off!” Sweetie Belle squealed insistently. “But where’d they sneak off to?”

The stallions all glanced back and forth at one another. Flash Fire snickered a little. Static Impulse rolled his eyes. Moody Blues just looked kind of embarrassed.

“I think they snuck off to Star’s bedroom,” Steel Crescent said. The emphasis he put on it made it sound like that was supposed to mean something, but what? She still didn’t get the joke here! It was infuriating!

Apple Bloom, though, suddenly opened her eyes wide. “Oh! Oh wow…”

“What?” Sweetie Belle insisted. “What is it? Tell me already!”

Apple Bloom blushed slightly, looking away and pawing at the carpet with her hoof. “They, uh… I think they snuck off to, you know, have a roll in the hay.”

“Hay?” This was even more confusing! What the hay was going on here? And why wouldn't anypony just give her a straight answer already? “What do they want hay for? We just ate!”

Apple Bloom smacked her hoof into her face, blushing even redder, but she didn’t elaborate any more than that.

It was Moody Blues who finally saw fit to clue her in. He reached along behind her, resting a hoof on her withers. “They snuck off to have sex, sugar.”

“I’m not Sugar Belle, I’m Sweetie Belle,” she said reflexively … before even realizing what else he’d said. Then it was time for her own eyes to open wide. “You mean, they’re, like, doing it – really doing it – like right now?”

Moody nodded and shrugged. “Probly.”

“Woah…” Apple Bloom had a far-off look in her eyes. “That crazy filly did it. She really did it. I can’t believe she actually finagled her way into the bed of one of the coolest ponies in Equestria…”

Sweetie Belle’s world was spinning. How was this even possible?

“That lucky orange chicken!” Apple Bloom let herself fall down onto her rump on the floor. “I sure wish I had half the luck with the studs that she’s got.”

“Well,” Flash Fire said, getting up off the couch. “They don’t have to be the only two who get lucky tonight … if you know what I mean.”

That was when Apple Bloom saw it. The look in her eyes and the sudden focus was unmistakable, even if she did look away right after – from her position sitting there on the floor, she’d seen Flash Fire’s cock hanging halfway out of his sheath. Well, maybe not halfway anymore. It had gone back in a little bit. Maybe like a quarter of the way? Or a third? Whatever. No way Sweetie Belle could know unless she saw the whole thing. And as much as the thought of that was making her tingle inside, she wasn’t sure if she really wanted that or not. Sure, these guys were amazing and hot and all, but if it went that far, how much farther might it end up going? Too far, definitely too far.

“I don’t know…” Apple Bloom said. At first, Sweetie Belle thought her friend was agreeing with her completely, but then Apple Bloom fluttered her eyelashes up at Flash Fire. “Do you think we should? I mean, um, it’s kind of embarrassing, but I’ve never really been with anypony before.”

“Apple Bloom!” Sweetie Belle shouted.

“What?”

“You can’t— You just can’t…”

“Why not?” Apple Bloom asked implacably. She got up off the floor and came closer to the couch, right in front of Sweetie Belle … which just happened to bring her a lot closer to Flash Fire as well. “If Scootaloo gets to have fun, and the guys want to, I don’t see why we should miss out.”

“Apple Bloom! You … you can’t just let any old stallion jump on your back! It’s supposed to be your special somepony!”

Apple Bloom rolled her eyes. “Who told ya that? Rarity? And these guys aren’t just any old stallion – they’re One Trick!”

“But—!”

“And I happen to know for a fact that a certain somepony has got a poster of Steel Crescent hangin’ up by her bed, and that the same certain somepony looks up at that poster an’ makes kissy faces when she thinks her friends are asleep durin’ a sleepover.”

“Apple Bloom!” Sweetie Belle jumped off the couch and mashed her hoof against Apple Bloom’s mouth, desperate to shut her up.

But it was already too late. The other guys were all chuckling now. And Steel Crescent… Sweetie Belle couldn’t bear to look him in the eyes, but one glance was enough to see that he was actually smiling about it, and … and blushing? No – that made the tingling inside her even worse!

Moody Blues got off the couch as well, coming up next to her and removing her hoof from Apple Bloom’s face. “Come on, now, Sweetie.” At least he got the right name this time. “Doesn’t it sound nice to have a little fun?”

“NO!” Sweetie Belle shouted, jumping away from him. “What … what the hay is this? You, you just invite fillies to your hotel room so you can… You’re filly foolers!”

Apple Bloom came toward her. “Uh, Sweetie Belle, that’s not what ‘filly fooler’ means. It’s actually when, um…” She looked at Sweetie Belle’s face and backed off a bit. “You know what, I’ll just tell ya later, alright? When you’re not so...”

“You’re in on this!” Sweetie Belle accused. “I’m … I’m going home! This is crazy!”

“Sweetie Belle, wait!” Apple Bloom caught up with her and stopped her before she made more than a couple steps toward the door.

“Let me go!”

“Come on, Sweetie Belle – they’re just bein' stallions.” Somepony snorted at that ‘just being stallions’ line, but Apple Bloom ignored him. “You can’t blame ‘em for askin’. But you don’t gotta run off just because they ask, alright? You can always just say no.”

Steel Crescent nodded. “She’s right,” he said. “We would never make you do anything you don’t want to. And all you have to do is say the word, and we won’t talk about it ever again. Promise.”

Despite everything that had just happened, despite all her apprehensions and worries and fears, just the fact that Steel Crescent – the very real Steel Crescent – was talking to her, directly to her and only to her … it still sent fangirl flutterings loose in her chest. She looked up at him, into his caring and very genuine smile. How could she be afraid of that? Goddess, he looked even better than in the poster.

And they’d all been so nice to her tonight… She couldn’t help but believe them when they said they wouldn’t do anything she didn’t want. Was Apple Bloom right? They really were special ponies, even if they might not be her special somepony. She looked at Steel Crescent again. Suddenly, it seemed really silly of her to want to storm off like that.

“Yeah, you’re right” Sweetie Belle admitted, “They’re just being stallions. I guess it doesn’t really hurt just to ask…

“And we’re just mares!” Apple Bloom said with a wink.

Sweetie Belle looked over at her. “What’s that supposed to mean?”

“It means that if we somehow end up having a chance with the coolest stallions in Equestria, nopony could blame us for wantin’ to have a little fun.”

“Apple Bloom!” she cried again. How could she say that? “You don’t mean … you actually want to, you know, do it? Like … tonight? We … we just met them!”

Apple Bloom shrugged. “Why not?”

“Why not?” Sweetie Belle’s voice squeaked high enough to make everypony there wince. “Because I’m…” She gulped, forcing herself to say it. “Because I’m a virgin! And when you’re a virgin, you’re supposed to wait for the perfect moment with the perfect stallion – your very special somepony!”

With a withering look, Apple Bloom said, “Has Rarity been readin’ stories about fairytale princesses to ya or somethin’?”

“No!”

Apple Bloom raised one eyebrow.

“Okay, yes…” Sweetie Belle rolled her eyes. “But she said it’s true! And she knows a lot about this kind of stuff!”

Grinning like she’d just gotten everything she wanted, Apple Bloom came even closer, right up alongside her. “Remember back when Rarity kept on talkin’ about Prince Blueblood and how he was the perfect stallion and how the Grand Galloping Gala was gonna be her perfect moment?”

Warily, Sweetie Belle nodded. “Ever since Twilight got those tickets, she never stopped talking about it.”

Apple Bloom nodded. “And what did she have to say about Blueblood after she got back?”

“She hated his guts!” Sweetie Belle laughed. “I had to talk her out of naming her next fashion line ‘Blueblood is a Spoiled Twat Couture’!”

That knocked Apple Bloom off track for a moment. “She was really gonna do that?”

Sweetie Belle nodded gravely.

Now Apple Bloom laid a forehoof across Sweetie Belle’s withers. “Well, just goes to show ya, sometimes Rarity ain’t always right about everything. You reckon she might’ve missed out on some really nice stallions while she was waitin’ for the perfect one at the perfect time? The one who ended up not bein’ so perfect after all?”

She looked at Apple Bloom … and she wouldn’t give her the satisfaction of another nod, but she had to admit the point. All four stallions were so quiet, just watching and listening … but she could feel their eyes on her keenly. It made her fur stand on end … but it also made her tail want to rise.

“Well, I don’t know about what Rarity told you, but Applejack’s given me lots of advice, too … and she’s an awful lot more practical about it. I don’t know about you, but I think this is a special moment with some really special stallions.” She rubbed Sweetie Belle’s shoulders soothingly. “Maybe there won’t ever be a perfect stallion or a perfect time. But if I see an opportunity to have a really special time with a really special stallion, I think I’m gonna take advantage of it. Who knows how many special opportunities like that you’re ever gonna get? What if you miss out on all of ‘em?”

“You don’t have to do anything if you don’t want to,” Static Impulse reminded her. “If you’d rather wait for your perfect special somepony, we totally understand, and we can just hang out. Scootaloo said you can sing… Maybe we could try a number with you filling in for Star, since he’s, um… occupied?”

“No, I…” Sweetie Belle took a deep breath, trying to center herself and really be sure of what she was about to say. She bit her lips slightly. “Apple Bloom is right. It’s just … I really am a virgin.”

“So am I,” Apple Bloom said.

Sweetie Belle looked over at her, tilting her head to the side. “Really? What about Tender Taps?”

Apple Bloom sighed. “Gay as a bushel of buttercup blossoms. Great dancer, though.”

Static Impulse laughed a little. “Sounds just like my brother.”

Flash Fire was more serious, though, his voice quiet, but somehow easy for everypony to hear. “So, guys … do you think we can be gentle enough to show these fillies a special time?”

The other stallions nodded, smiling … but Sweetie Belle still felt like she had a flickering ball of nerves inside her that just wouldn’t unwind. “Um… Can Apple Bloom go first, though?”

“Nervous?” Steel Crescent said, his soothing voice full of understanding.

She gave a quick, tense nod, not able to meet his eyes, even though she wanted to.

“I get to go first, huh?” Apple Bloom grinned wide and slid her hoof off of Sweetie Belle. She looked at each of the stallions in turn, like a foal in a candy shop. “And I get my pick of the litter…”

When Apple Bloom looked at Steel Crescent and he looked back with a growing grin, Sweetie Belle jumped in front of her. “No!”

Moody Blues laughed. “Did she just call dibs on Steely?”

“She totally did,” Flash Fire said, joining in the laughter.

Steel Crescent’s smile faded, but he didn't say anything, even though Sweetie Belle had to admit she didn’t really have any claim on him.

Apple Bloom looked up at Flash as he laughed … and then her eyes drifted downward, under his belly. “Um, Flash?” she said, a nervous quiver sneaking into her voice, despite her bravado.

He stopped laughing immediately and looked down at her. “Mm-hm?”

“I, uh…” Apple Bloom withered a bit, and she made a barely perceptible squeaking noise that maybe was supposed to be some kind of words?

Flash Fire grinned wide. “Come on and sit down on the edge of the couch. Yeah, right there.” As Apple Bloom hopped up onto the couch cushion, he knelt down in front of her.

Static Impulse nudged Sweetie Belle from behind. “Come on. You’ll get a better view from right next to her.” He guided her over to the couch and sat her down right next to Apple Bloom, then sat down next to her himself. Moody Blues took his corner spot back, which put him right there on Apple Bloom’s other side.

Steel Crescent stayed right where he was, watching Apple Bloom quietly and with a little smile. Sweetie Belle kept trying to look at him when he wasn’t looking, but her eyes would dart away from him all on their own whenever he happened to glance her way. As much as she wanted to be with him, she … she just couldn't take the intensity of the feelings she had when she met his eyes. It was like both of them already knew everything that was going to happen, and she just couldn't bear to think that far ahead, not yet.

“Just try to relax,” Flash Fire said to Apple Bloom. Then he lowered his head down between Apple Bloom’s hind legs.

Sweetie Belle flinched when she heard the gasp that Apple Bloom made. It was just so sudden and so sharp, almost like Flash had hurt her. But no… The way Apple Bloom arched her back and opened her mouth told a different story. Wow, she was really liking this!

She actually couldn’t see much of what Flash Fire was doing down there. Apple Bloom had her hind legs raised up a little bit, which hid his muzzle from view, even as close as Sweetie Belle was sitting. That didn’t stop her from looking, though, eager to get a glimpse of what was going on.

Rarity had mentioned something like this in the abbreviated and cryptically euphemized ‘birds and the bees’ talk she’d once given – given because their parents sure hadn’t been willing to talk about it. All Sweetie Belle could remember was that it was something about ‘a butterfly delicately drinking nectar from a flower’, as Rarity put it. That hadn’t been a particularly helpful way to describe it to a young filly – even younger than she was now – who had only the vaguest notion of what Rarity was even talking about.

Now she was starting to get a pretty good idea, though. Flash Fire was licking and nuzzling Apple Bloom’s pussy lips down there – at least Rarity had taught her some useful vocabulary – and he was really going at it, slurping all over the little bulge of Apple Bloom’s pussy. The way Rarity had talked about it had made it sound like the stallion would delicately kiss, or maybe lick like a lollipop. But this was nothing like that.

And maybe that was all for the better? Apple Bloom sure seemed to like it. Every time he upped the intensity of what he was doing even in the slightest, Apple Bloom seemed to moan twice as loud, squirming against the couch cushions and wrapping her hind legs around behind Flash’s head in order to pull him even closer.

Steel Crescent was sitting on the floor in front of Sweetie Belle, staring closely as if to get a better view of what Flash Fire was doing. When did he get there? She’d been so absorbed in watching Apple Bloom that she hadn’t even noticed Steel moving there. He wasn’t quite between her legs, though … just kind of sitting in front of her where he’d be in the right position, but not close enough to actually do anything yet.

“What do you think?” He glanced at her, then looked back toward Apple Bloom.

Flash Fire was in the middle of sucking on Apple Bloom’s tiny nipples now, putting just as much effort and intensity into her there. His hooves dug into her thick, muscled ass cheeks, too. Sweetie Belle had always been kind of jealous of that. Her own ass was soft and fluffy, if almost as curvy … but without those amazing, sharply defined muscles.

When Sweetie Belle didn’t reply, Steel Crescent tried again: “Feel like giving it a try?”

She looked back down at him, at his expectant smile, at his unmistakable dark grey and silvery colors, at his almost mare-like good looks … with that tingling edge of masculinity buried just beneath. It was just like looking at the poster on her bedroom wall, only now … now so much more real. He was here. The pony she’d idolized for as long as she could remember, who she’d fantasized about more times than she’d care to admit. And he was willing to do … that with her. Like, for real. Right now. The thought of that made her mouth go dry … but it made something else wet. Like really wet. She’d never felt like that before.

“Mmmnh!” Apple Bloom’s body spasmed a little, making the couch bounce. “Flash – yes!”

Wow, it really sounded like Apple Bloom was having the time of her life. Was it that good? Sweetie Belle looked back down at Steel Crescent, at the way he was wistfully watching Flash and Apple Bloom, and she slowly nodded. “Okay…”

He looked at her, gave her a really sweet, caring smile, and then edged closer, his eyes drifting down her body.

And it was just so weird doing this right next to Apple Bloom, with her moaning practically into Sweetie Belle’s ear. Ponies just weren’t supposed to do that, right? Apple Bloom was going to see her! They all were! This was supposed to be private and special, wasn’t it? “Uh, Apple Bloom?” she said worriedly.

“Mm-hmm?” Apple Bloom moaned. Was she saying that to her, or was it just in response to what Flash Fire was doing with her?

“Should we, um, go to different rooms or something? Aren’t you embarrassed?”

Apple Bloom looked over at her with slightly unfocused eyes. “Embarrassed to have Flash Fire from One Trick eatin’ me out? Not likely!” Flash made an indignant little noise, but Apple Bloom pressed him more tightly against herself with her hind legs.

“But it’s … it’s so—”

“Look, we’re friends, right? Best friends.”

Sweetie Belle nodded.

“We share all kinds of things – a clubhouse, Twilight time … even a cutie mark.” Apple Bloom poked Sweetie Belle’s flank with her hoof.

She jumped a little at the feeling of Apple Bloom’s hoof there – she was so sensitive now! But she nodded again.

“Well this is somethin’ else we can share together, just between the two of us.” Apple Bloom moaned again as Flash Fire did something different with his tongue down there. “It’s nothin’ when it’s just between friends.” As if to drive home her point, Apple Bloom reached down and held Sweetie Belle’s hoof with her own.

It felt nice to have that safe, familiar touch. And it made Sweetie Belle realize this might actually be easier to handle if she had Apple Bloom by her side, literally holding her hoof along the way. She smiled warmly, even though Apple Bloom might not have seen it – her eyes had drifted closed. But she still held hooves. Sweetie Belle gave her an answering squeeze. She just felt so much tension running through her own body! It was like nothing she’d ever felt before.

Sweetie Belle didn’t fight it when he used his hooves to spread her hind hooves apart, even though the tingling tension in her legs was almost unbearable. So much anticipation – she already felt like she could just explode from all the pressure.

It didn’t help that when Steel Crescent finally got close enough to lick her … he didn’t. Instead, he stared down at her pussy, his eyes wide. “You’re so sexy,” he whispered.

She barely heard that over the sound of Apple Bloom’s moans, but she did. And it made her blush fiercely to think that somepony – not just anypony, but Steel Crescent – was looking at her most intimate spot, seeing everything. And he liked it! She could feel his warm breath down there. Oh please oh please – just do it!

He did it. When Sweetie Belle felt the soft wet heat of Steel Crescent’s tongue, she suddenly knew exactly why Apple Bloom had gasped – she gave her own gasp, an even louder one, as bolts of effervescent pleasure ran up through her whole body. She squeezed Apple Bloom’s hoof hard. It was like the tingling she’d got when she used magic the first time, except that it was centered down between her legs, not in her horn … and that it felt good.

Thankfully, Steel Crescent started out nice and slow with her, just with gentle, methodical licks up the length of her slit.

Even that was almost more than she could handle. No wonder Apple Bloom moaned so much! And when Steel started doing more – when he slipped his tongue inside her, when he kissed her winking clit, when he nuzzled her teats – she just couldn’t handle it. Her whole body went stiff, that simmering fire burning inside her, and she arched back against the couch, squirming just like Apple Bloom had. It was lighting off fireworks in her head, leaving little room for anything else.

As her head turned to the side, though, something else did catch her eye. Something long and black, sticking up right at the corner of her vision. Static Impulse’s cock!

Even as her breath caught in her throat, her lungs barely able to move when Steel Crescent licked her pussy, her eyes went wide and her mouth dropped open. She blatantly stared at the long, slender cock next to her, at the way it was sticking up so proudly from Static’s lap. So tall and, and … firm-looking… Her pussy winked even harder against Steel’s lips.

Static Impulse had obviously noticed her staring, but he wasn’t nearly as proud as his cock. “Oh, um, sorry,” he said, averting his eyes from her and shifting one of his forehooves to try and hide himself. That wasn’t very successful. “I was just… I mean, it’s hard not to look, and once I was looking, it kind of…”

“C-can I touch it?” Hearing those words come out of her mouth surprised herself almost as much as it surprised Static Impulse. Maybe having Steel down there between her legs was doing something to her head, but she just couldn’t stop looking at Static’s cock. His black skin was so dark … almost shiny. And she just couldn't stop herself from wondering what it might feel like.

“You really want to?”

She nodded, moaning again as Steel increased his efforts on her.

Static simply moved his foreleg out of the way and leaned back. It was the only reply she needed.

Leaning over a little, she reached one trembling hoof out, hesitating just for a second, and touched Static Impulse’s cock. A shiver ran through her, and not just because of what Steel was doing. She’d seen cocks before – stallions sometimes had little accidents and couldn’t keep them tucked away in public – but she’d never seen one hard like this. And she’d certainly never touched one before, hard or otherwise.

It felt nice, actually. The skin was unexpectedly soft and delicate, despite how big and firm it was underneath. She found herself leaning over more, getting closer, instinctively beginning to stroke up and down his shaft. Rarity had never taught her how to do that … but she hadn’t needed to. All Sweetie Belle had to do was to listen to the sound of Static’s breath. She could tell he liked that by the way he moaned, and he sure seemed to like it when she petted his cock up and down with the soft inner parts of her hoof.

Sometimes, though, it was all she could do just to keep moving the same way. It was so hard to even think with Steel’s tongue down there exploring every last little bit of her pussy lips, inside and out. When his tongue touched her clit, she physically twitched.

It was in that kind of distant-minded state that she found herself leaning lower and lower toward Static’s cock, as if she wanted to get a really close look at it, or smell it or something. Rarity had mentioned something – very briefly – about ‘returning the favor like a proper lady’ when a stallion licked her. Was this what she was talking about? Was Sweetie Belle supposed to … kiss it or something?

Her lips met the heat of soft black skin. Somehow, she’d expected that it would feel different and strange, unlike anything she’d ever touched before. She’d thought she’d feel an instant change inside of her, from a filly who’d never touched a cock before to a mare who had. But no… It just felt warm and supple. Her lips pressed against the curve of it, but otherwise she was the same old Sweetie Belle she’d always been.

Well, maybe not quite the same. She’d never felt tingling pleasure like this spiraling up through her whole body. It was like Steel was somehow able to lick everywhere inside her, rather than just a little way inside her pussy. It made her moan against Static’s cock. She started moving her mouth against him, licking him, totally unsure what to do or how to do it at first, but the appreciative little sounds he made and the way he stroked his hoof down the curve of her back made her feel like she was probably doing okay so far.

Her own moans matched Apple Bloom’s pitch as Steel Crescent redoubled his efforts down between her legs. It made her feel so tense inside! Her whole body was trembling and she, she…

“Aaah!” she cried, losing her balance and her grip on Apple Bloom’s hoof. Static’s cock slid across her face, and she crashed down into his lap, her muzzle right up against his heavy black balls.

That cry must have made Apple Bloom look over at her, because Apple Bloom let out a big gasp. “Woah! Look at her! She’s really getting into it... Way to go Sweetie Belle!”

“Well, how about that,” Flash said. “Not bad for such a nervous filly.”

She was getting into it. That’s why she hadn’t gotten up yet. Static’s balls were so warm, so big and smooth, and just so … perfect. She’d seen lots of stallion’s dangling balls before and hadn't thought anything of it, but there was just some part of her that loved the feeling of these ones right up against her face. She moved around a little, sliding her lips over them … and she lifted one hind leg in order to give Steel Crescent access in this new position.

He took full advantage of that, nuzzling his way up under her raised thigh and actually closing his lips around the bulge of her pussy. It felt incredible. Why had she never tried this kind of thing before?

“Wow,” Apple Bloom said, half word and half moan. “I… I never thought she’d do that before I did.”

“Not too late to catch up,” Moody Blues said from behind her.

It wasn’t too easy for Sweetie Belle to tell what happened after that – she was pretty distracted by Steel, and her face was down between Static’s hind legs, and Apple Bloom was directly behind her in any case. But from the way Moody Blues groaned in satisfaction, it sure sounded like Apple Bloom was ‘catching up’.

Not that Sweetie Belle had much room in her head for keeping track of such things. It seemed like everything Steel Crescent did to her virgin pussy lips down there was connected directly by fizzling strands of pleasure to everything else inside her, from the end of her tail to the tip of her horn, and everything in between. She could barely even manage to work her mouth up and down Static’s cock. It shouldn’t have been difficult – she really enjoyed it so far – but the shimmering pleasure filling her to the brim made it hard to focus on anything else.

“Mmm, that feels great,” Static said.

Finally looking away from the towering cock right in front of her face, Sweetie Belle looked up into his bright green eyes instead. She jerked a little when Steel licked the sensitive nub at the tip of her pussy again, but she kept looking up at Static.

And Static Impulse ran a hoof tenderly through her mane. “You want to try a bit more?”

Her face still against his cock, she gave a little nod.

“Try and see if you can put it in your mouth.”

“All of it?” Her eyes went wide.

He shrugged. “Just try and see how much you're comfortable with.”

“Um…” It seemed really weird to put a stallion’s cock actually inside her mouth. But it seemed like he wanted it … and maybe it was something awakened by what Steel Crescent was doing down between her legs, but she did want to give Static what he wanted. “Okay,” she said, slowly rubbing her muzzle all the way up to his tip.

His hoof stayed on her mane as she kissed right against the head of his cock. “It’s okay. Take your time.” At first, she was scared he was going to use his hoof and shove her down, but when she looked up at him worriedly, he smiled down at her and ran his hoof so gently through her mane … she could barely even feel it.

Okay … time to give it a try.

The big, blunt tip of it was so thick and intimidating … Squeezing her eyes closed, she pressed herself downward and stretched her mouth as wide as she could, so much that her jaw muscles ached.

It was just barely enough. The firm warmth of Static’s tip popped in between her lips, suddenly filling her mouth. Now it felt different than just having her mouth against skin! His tip tasted different – some kind of subtle musky flavor – and it had dripped something out of the hole in the middle that made her tongue feel all gooey.

“Oh that’s good,” Static said encouragingly. “Keep going.”

Okay… She pushed a little farther down. It was a little easier now, at least at first. All that happened was that more of his cock slid into her mouth, filling her muzzle more completely. When it hit the back of her mouth, though, then it got difficult. It suddenly felt like it was choking her, and it almost made her feel like she was going to throw up. Was she even supposed to go this deep?

Static groaned appreciatively, resting his hoof on the curve of her back. He was definitely enjoying it. And his moans made her heart pound in her chest. Maybe she could go further?

Down between her thighs, Steel licked between her pussy lips insistently, spreading them slightly with each stroke of his tongue, touching the inside places where it felt really good over and over again.

She could do this – she wanted so badly to impress them. She had to at least try!

First, she took a deep breath in through her nose, sure that this was going to make it hard to breathe. And then, trying to just focus on how Steel Crescent’s mouth felt on her pussy, she pushed her head down.

Right away, it made her gag. Her eyes closed tightly, welling up with hot, wet tears, and her body heaved, but she made herself do it anyway. In and in and in went Static’s cock, sliding smoothly into her spasming throat. It felt like she was dying! How could anypony do this?

“Oh, oh wow, just like that!” Static said, pushing up with his hips and tensing, trying to get it even deeper.

Sweetie Belle coughed, strings of drool leaking out around her lips. Surely she had to be close, right? It felt so huge in her throat, like it was reaching all the way down to her stomach already. She coughed again, choking on her own spit. It really felt like she was about to throw up!

She pulled herself off of him, coughing and sputtering some more. For a long moment, she just tried to wipe her mouth and eyes clean again. Even Steel Crescent took it easy on her, slowing down for a little bit.

At least she’d done it, though, right? She looked down at his cock, expecting almost all of it to be shiny and wet. What? She’d barely managed to get like a third of the way down, even counting where her spit had dripped! But … how? How was anypony supposed to do this?

Apple Bloom would know! Her sister probably told her all kinds of good tips about how to do it.

“Hey, how am I supposed to…?” But when Sweetie Belle turned her head to see how Apple Bloom was doing it, she found that her friend had barely taken more than Moody’s tip. Far less than what Sweetie Belle had done … and she was struggling even with that.

Apple Bloom looked up, Moody’s tip still in her mouth.

“Um… Nevermind,” Sweetie Belle said, turning her attention back to Static’s cock. She gave it a nice big lick, but she was hesitant to put it inside her mouth again. That really hadn’t felt good, even when combined with Steel’s mouth down between her legs.

Static stroked her mane again. “You don’t have to go down so deep if it’s uncomfortable. Nopony here wants you to hurt yourself.”

It hadn’t hurt, not exactly. But sure had been really uncomfortable. She was glad to hear it … and this time when she started sucking on his tip again, she kept with only the tip. At least now, the rest of his shaft was nice and slick for her to run her hooves up and down. This felt fine, even fun!

Just as Sweetie Belle really started getting into it, Apple Bloom let out a loud, needy moan. She must have taken Moody’s cock out of her mouth, because she was able to say, “That’s enough – I’m ready!”

“You’re sure?” Flash Fire asked.

“Mmm-hm!”

That was when Steel Crescent pulled his own face out from between Sweetie Belle’s legs. “Hey, wait,” he said. “You think, maybe, we can switch?”

Flash laughed. “You always did like ‘em thick and sturdy, didn’t you?”

Sweetie Belle forgot about Static’s cock for a moment, looking back down at Steel Crescent. What? She wasn’t getting him anymore? But … but he was her favorite! She had a poster of him and everything!

“Alright,” Flash said. “Sweetie Belle’s obviously the hot one, anyway.”

“Hey!” Apple Bloom cried out in mock indignation.

But it had quite a profound effect on Sweetie Belle. As the two stallions moved around one another, she looked at Flash Fire. “You … you really think so?”

“Mmm…” He came to her, grabbing her ass cheek with his hoof and squeezing firmly, digging deep into her soft curves. “Oh yeah. He’s crazy for giving this up.”

Sweetie Belle squirmed a little, turning away from Static’s cock for a moment to look back over her shoulder. “Are … are you sure about this, Apple Bloom?”

Apple Bloom, though, was a little occupied at the moment. She’d gotten herself off the couch and turned around so that her head was buried in Moody’s lap, nuzzling his balls … and her ass was raised high, her tail even higher, showing off for Steel Crescent to touch and grab.

She watched Apple Bloom, mouth gaping open, as Steel stopped playing with Apple Bloom’s ass and mounted her, his big grey cock swinging up perfectly as Steel lifted himself onto her back. His tip planted right between Apple Bloom’s hind legs, and without any hesitation he pushed forward. Just a little, but it was enough to make his cock slide inside.

It gave Sweetie Belle a twinge of jealousy, even though she knew she had no right to claim him if he liked Apple Bloom better. But still, he was her favorite. Didn’t that count for anything?

Apple Bloom moaned louder than ever, a cry of pure ecstasy as Steel moved the rest of the way into her. “Yes! Yes! Oh Celestia, it feels amazing!”

When Flash Fire scooched Sweetie Belle’s body a little to the side on the couch and lifted her raised leg even higher, that brought his cock almost in contact with her … and that brought her attention back closer to herself. She looked up at him with naked trepidation in her eyes.

Flash’s tip touched her pussy, causing an involuntary wink from her that spread her slippery juices over him. Thankfully, though, he didn’t take that as an instant invitation. “If you’re not sure about it, you can still say no,” he said. “We won’t be mad, I promise. It looks like your friend might have enough to go around for everypony.” He glanced over at Apple Bloom.

It was pretty impressive how easily Apple Bloom was taking Steel’s cock deep, deep inside her. And all the while, she moaned against Moody’s cock like being between the two of them was the best thing that had ever happened to her. Maybe it was. Could it really be that good? Getting licked down there had felt amazing … what would it feel like to have a stallion’s cock inside her down there? But was she really ready to do it? It felt so much larger than it looked already, and he hadn’t even put it in yet.

She had already come this far, though, right? The sounds of the moans and gasps from Apple Bloom were incredible. At this point, how could Sweetie Belle pass up a chance to find out what that felt like, too?

“I’m okay,” she said, hoping her voice didn’t sound as nervous as she felt. She turned back toward Static’s cock, licking him and putting his tip in her mouth again – just the tip like before – and she closed her eyes. As much as she wanted to find out what it felt like, she wasn’t sure she was ready to actually see it happen, to see that big fleshy cock actually penetrate into her and slide inside. She was sure if she saw it, she’d end up getting freaked out and cry for him to stop.

Even without seeing it, just the feeling of his tip against her pussy lips, of the slowly growing pressure there, of her pussy beginning to open for him just slightly … it was entirely overwhelming. She shoved Static’s cock deeper in her mouth, muffling the terrified – and yet desperately needy – whimper that was trying to sneak out of her.

Flash Fire was as gentle as anypony could have ever been. He kept on pushing while moving slightly, helping his tip wiggle its way into her, but never once did she feel like he was pushing too hard or impaling her like she’d been afraid of.

In fact, it was kind of agonizing just how slow he was going. Sweetie Belle moaned insistently around the tip of Static’s cock. There was this strange feeling of emptiness growing inside her, and the little bit of Flash’s cock that was inside her was a warm glow ready to fill it … but only filling and pleasuring a tiny portion of her so far, and not growing nearly as fast as she now felt like she wanted.

Slowly, though, one gentle stroke at a time, he did find his way deeper. She hugged Static Impulse’s cock against her face, licking along its length as if that could give her the deep inside fullness she so suddenly found herself craving.

And as Flash Fire worked himself deeper, she constantly heard the rhythmic moaning sounds of Apple Bloom being absolutely rutted by Steel Crescent. Oh how much she wanted that to be her now! Apple Bloom pulled her mouth off of Moody’s cock and gasped deeply, her whole body going stiff as Steel kept moving inside her. Then came the squeakiest, highest-pitch sound she’d ever heard from Apple Bloom’s mouth. A splatter of juices rained down between Apple Bloom’s hind legs, and her whole body trembled. Steel’s cock was visibly pulsing down between her hind legs.

Woah! What had just happened to her? And Sweetie Belle had thought just feeling the solid stretching warmth of a stallion’s cock inside her was amazing enough, but what had Apple Bloom just felt? What made her collapse down onto Moody’s lap, panting in deep breaths with his balls against her face?

“Mmm… More,” Sweetie Belle moaned against Static’s cock. All she wanted was to feel like Apple Bloom felt.

Finally, Flash Fire stopped going so slow and slid the entirety of his cock into her in one last motion. Yes! Oh my gosh, yes! Moaning, she shoved Static’s cock into her mouth, almost as deep as the first time. She didn’t care how it made her throat feel – she barely even noticed. It just felt so good to finally be filled deep inside, to feel that firmness pushing back against her as she squeezed against it. That hunger she’d never been aware of was finally being sated, and it was so warm and hard and wonderful!

When she responded so positively to that, Flash Fire really started going, giving her thrust after thrust. Not quite what Steel had done with Apple Bloom, but it was still a delicious shaft sliding back and forth through her, a heavy set of balls rubbing and bumping against one hind leg, and a strong pair of forehooves lovingly holding her other leg up for her. She came up for breath, coughing again, but her pussy still winked around Flash’s base as if trying to pull him in for even more.

Maybe that actually worked? Because he did start going faster, pushing his cock into her harder. It made her rock back and forth on the couch as he pushed and pulled on her outstretched leg, and she held onto Static for balance. Her tail slid up against the couch’s backrest as Flash’s shaft slid past her pussy lips right next to it. She was rocked back and forth so much that it was hard to keep her mouth on Static’s cock – it kept bumping into her nose rather than being easy to lick, and even his cock began rocking from side to side as her hooves around his base were pushed by the rest of her body moving, so she decided to just lay her head on his thigh and embrace the feelings flooding up from below.

There was a huge, tingling pressure building up inside her, making every muscle she had – and quite a few she was just now learning about – go almost painfully tense. “Mmmn!” she cried, holding onto Static’s cock for dear life. “It’s so good!” She really had never felt anything like this before, she felt so good!

“You want more?” Flash Fire asked.

“More?”

He must have taken her incredulous question as a request, because he suddenly started really pounding into her, giving it everything he had.

And – oh! – he had so much to give! Sweetie Belle’s whole world spun. It seemed like the room was shaking around her. A whirlwind of searing pleasure surrounded her. And she was the bright center of it, burning hot with pent-up tingling bliss that just had nowhere to go. There was so much pressure inside her! How could anypony even survive this? It felt like she could just explode!

She gave up any pretense of taking care of Static’s cock now, leaving him to just watch and stroke himself. All she could do was hold her back stiffly arched and let out a long, urgent squeal punctuated by little gasps every time Flash hilted his cock inside her. The whole experience of her world contracted to just the couch and the ponies on it … and then just to herself and what was going on inside her.

And that’s when something new happened inside of her. Something was happening to Flash Fire’s cock deep inside of her, making it feel bigger and hotter, especially at the deepest point. It was stretching her so much inside!

Now instead of feeling like she could explode, she felt like she had to. But she couldn’t. She just couldn’t! It made her want to scream, but there just wasn’t enough breath in her lungs to spare. Her whole body went rigid, so tense she couldn’t move at all, except for the constant trembling that ran through her. It was unbearable, and the more she struggled against it, the more overwhelming it became.

Things did subside, though – at least for a moment – when Flash groaned and pushed himself as deeply as he could possibly go inside her, holding himself there and gasping for little breaths. And for some reason, his horn lit up.

Sweetie Belle barely had time to notice that before her world was rocked again, this time by Flash’s cock throbbing and pulsing into her. Even more warmth and pressure built up deep inside, sending her into another spasm. With every thump of his cock pumping in her, the pressure grew, but it still just wouldn't release for her.

Finally, it stopped. Sweetie Belle was able to relax just a little bit … only to be thrown into trembling tension all over again as he slowly slid his cock out of her. It was soft now, but even hotter than before. Her pussy winked desperately when it popped free, leaking out a long stream of her juices.

“Phew,” Flash said. “Good thing I remembered the condom spell in time. Did one for your friend, too. Steely can thank me later when he’s not paying foal support.”

Sweetie Belle hardly heard him. That was the furthest thing from her mind right now. All that mattered was the deep, needy ache inside her. “I need—” She let out a keening moan. She didn’t even know what she needed! But she needed it so badly! This feeling was like a rock in her gut that wouldn’t go away.

“Wow,” Static said. “She’s in really rough shape...”

Even though Moody Blues had Apple Bloom sucking his cock again, he still looked over at Sweetie Belle. “Mmm… She’s got it bad, alright. You okay, Sweetie?”

She cried out again, squirming against the couch. Her pussy winked uncontrollably, leaking down along her ass cheek and wetting her fur. Her hooves pawed the air. “Please!”

“I think she’s having a hard time getting there,” Static Impulse said.

Sweetie Belle didn’t know what ‘getting there’ was, but she instinctively felt that she desperately needed it. She nodded vigorously. “Mm-hmm!”

Flash Fire looked past her at Static Impulse. “Hey, um, remember that little magic trick we did with that cute pegasus from Manehattan?”

“Oh yeah…” Static nodded. “She had pretty much the same deal, right? Kept trying too hard and just couldn’t get off.” He thought for a moment, looking down at Sweetie Belle; he was still slowly stroking his cock, but lazily, as if by accidental habit. “Yeah, I think that might be just the thing. And maybe the other guys can help, too?”

“I’m a little busy,” Moody Blues said tersely. Apple Bloom was still working over his cock, and it looked like he was getting really into it.

“Steely?” Static said.

“Sure.” Steel Crescent came over next to Flash, his spent cock swinging under his belly. It made Sweetie Belle shiver to think of him doing to her what Flash just had. There was a twinge of jealousy, too. It just wasn’t fair that Apple Bloom had been the one to feel that.

“Sweetie Belle…?” Flash Fire came closer to her and stroked his hoof down her body, making her fur stand on end and her tail twitch. “There’s something we’re gonna try to help you, but it’s going to be kind of intense. Is that alright?”

“Yes!” she cried desperately. That empty need was still churning inside her. She’d never be able to go on until she finally found some way to deal with this feeling inside herself.

“Okay,” Flash Fire said, “I want you to relax. First, I’m going to lift you up with my magic and hold you in the air so that you can’t brace your body against anything. I’ll also do a little massage on your muscles at the same time, so that you don’t get too tense. Static’s going to do the important part – he’ll be using his magic inside you.”

“And I’ll be right here to guide and help you,” Steel Crescent said, his voice soothingly deep.

Static Impulse touched her mane again. “Are you ready?”

She nodded urgently, desperately. Ready? She wished they’d started hours ago!

Thankfully, there was practically no waiting at all before she felt the zingy touch of magic lifting her off the couch. She’d imagined floating high in the air when Flash had described it, she actually lifted less than a hooflength above the cushions. Flash rolled her over rightway up, which left her looking right toward Static’s grinning face, her hooves dangling freely in the air.

When Static Impulse’s horn lit up, Sweetie Belle felt it instantly. That same zingy touch of magic, but this time teasing in little circles around her pussy lips.

“Mnnn!” she moaned, her body bucking against the hold of Flash’s magic, trying to get that nebulous touch inside herself.

But then, Steel Crescent was right there by her side, running soothing hooves down her body and whispering into her ear: “Ssh, relax. We’ll take care of everything. Just Relax…”

She tried, she really did. The gentle feeling of his hooves and Flash’s magic running up and down her tired muscles did help. They caressed her everywhere – down her back, along her belly and her sensitive teats, up and down her legs and over the curves of her ass – and half the time, she wasn’t even sure whether it was Steel’s hooves or the magic doing it. But it was still so difficult to really relax. There was a place at the core of her where they just couldn't touch from the outside – and that was where she really needed to be massaged the most.

Lucky for her, Static was working on that. His magic probed its way deeper inside her pussy, once again spreading her open. But this time, it wasn’t just warm heat. His magic also tingled and fizzled inside her. And it wasn’t just one shape. It was like a thick tendril that could change direction and even change its size or shape at any time, whatever Static thought would help her the most. Since she was already really worked up – and since his magic tendril didn’t really need to get slippery to get inside her anyway – he quickly got it all the way inside her.

Yes, there! Sweetie Belle moaned again loudly. That was the spot that needed their touch … right there. It twisted inside her, the tip of it caressing her lovingly while the long, thick shaft of it moved and pulsed in a strong, steady rhythm.

She instantly tensed up again, but then Steel Crescent was right there, running his gentle hooves over her body. “Ssh,” he whispered. “Take it easy, let it flow over you like warm water. I’m here for you, just listen to my voice…”

Sweetie Belle did far more than just listen to her ultimate idol’s voice. She closed her eyes and began to imagine it was all him. No Apple Bloom, no other stallions. Those hooves petting her ass cheeks were his, that magic caressing her hard, jutting nipples and her clit was somehow his, and most importantly of all, that amazing-feeling tendril squirming inside her was his magical cock, given to her and just for her, because he loved her so much…

Yes! It was happening! That pressure was building up again, but it was stronger than before.. Every time her body tensed, it was clenching just as hard as the pressure inside her was pushing outward. Every time she started to tense up too much, Steel Crescent was there, lovingly caressing every part of her body at once, even on the inside. It was her ultimate fantasy come true … but there was still an undefinable something missing.

Sweetie Belle knew she was close. She could feel it burning deep inside her. Was she … was she ever going to get there? Would she ever get what she so desperately needed? Her breaths came in frantic, almost panicky gasps, her body squirming in the air. Something inside her just kept tensing and tensing, as if trying to resist the rupturing of pleasure inside her that she just knew had to happen. The magical touch of Steel’s hooves on her body helped, but it was still just so difficult to finally get past that impossible barrier inside herself. What was she going to do? She couldn't take it!

“Come here,” Steel Crescent’s voice whispered in her ear. “You can do it. Just relax and cum for me.”

Her eyes still closed, she turned her head toward where she instinctively knew Steel Crescent was. He must have been able to read the look on her face, because he knew just what to do: he kissed her, gently and passionately.

The touch of his lips against hers was more magical than all the actual magic touching her – more than all the magic in the world. She moaned against him, finally finding the way of letting herself go completely.

Like the popping of a balloon filled with liquid fire, her very first orgasm burst inside her. It started way down deep, the place even that wonderful magical tendril could barely touch, but it spread fast, rolling through her in a wave of uncontrollable ecstasy. Her body tensed again, but not resistively this time – this time it was a kind of celebration, an exuberant release. Even as her pussy clenched down hard against the tendril, squirting out what felt like her very essence, all four of her hooves shot straight out, stretching as far as they could go. The rolling wave of her orgasm flowed to every part of her, down to every hoof, through her tail, charging up through her horn. Sparks flew from its tip, uncontrolled wild magic zinging outward as her body found every possible outlet for the incredible starburst of passion coursing through every part of her.

For a brief moment, Sweetie Belle felt like she could see the stars – all of them – and never mind that she knew she was in a hotel room and it was a cloudy day anyway. As the intense feelings inside her finally began to subside, the breathless wonder they left behind like stepping into a whole new plane of being. It didn’t matter when she touched a stallion for the first time, when a cock actually went inside her, or even when her orgasm had first hit. This was the moment when she stopped being Virgin Sweetie Belle and became… Wait, what was she becoming?

All she knew when Static Impulse set her back down on the couch, still dizzy and lightheaded from her ordeal, was that she liked this, and she wanted more!

Static and Flash did a quick hoof-bump with each other grinning proudly. “I wonder if we could patent that as a treatment?” Flash said. Static just laughed.

And oh look! There was Steel Crescent, the stallion she adored more than any other, smiling right in front of her … and his cock was beginning to hang down and swing under his belly again – he was getting turned on from touching her body!

She licked her lips. Oh yes – she was going to get herself a taste of him this time!

Author's Note

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