Dat Ass...!

It was with difficulty he finished his shift that night, for his mind was filled with images and imaginations of what might have been! She'd seemed so sultry and inviting when she'd first told him to come into her bedroom, and he'd been sure the night could have had a much different ending. But mares were mares, apparently even including the Solar Diarch, so for the remaining hours of his shift he thought about hoofball, cold showers, Grandma in her underwear...

That last thought did the trick! He was no longer so aroused, so it made it easier to get through the rest of the night. When he was relieved at sunrise by the next guard, he hurried on his way back to the barracks for that cold shower. As he was passing through the halls, he saw many mares and stallions either coming off-duty or on their way to their posts. He even saw a few batponies, some of them mares, all of them sleepy-looking and hot! He'd never been with a batpony before, nor had he ever considered it, but from the looks of them, he might have to change that stance.

Then he looked down the hallway and saw the one mare he'd been thinking about: Dementia. She also looked sleepy as she slowly opened a door and went inside. Caramel stopped dead in his tracks. Was that her bedroom? He resumed his pace until he came up to her door, then stopped again, thinking. Was it true what Rose had said about her? Only one way to find out. His heart hammering, he raised a fist and knocked on the door. No answer. He knocked again and waited. Still nothing. Either she's already asleep, or she's in the shower, or didn't want to answer her door. He bit his bottom lip, wracked with doubt, but then reached out and tried the knob. It was unlocked, so he slowly opened the door and peeked inside. A sleepy voice mumbled, "I thought I locked that door..." She was lying on her back on her bed, so she turned her head and said, "Go away. I'm sleeping." Then she saw who it was and her eyes grew wide.

"You! What do you want?!" She sat straight up and faced him.

"Nothing, nothing..." he stammered, backing out of the room and starting to close the door.

"Wait!" She held up a hand. "You opened my door for a reason. What was it?" She got out of bed, rose to her full height, and placed her hands on her hips, which gave him an unobstructed view of the lingerie she was wearing. "Come back in here and talk to me this instant!" He hesitated, but then she stomped her foot impatiently, so he sighed and came back inside, closing the door after himself. She looked at his spear and added, "Put that thing down!" Damn, she was bossy! He placed the spear against the door, then removed his helmet. "Well? What did you want?" she demanded. It was hard to think, with the way both her breasts were poking out of the flimsy cloth right at him. She saw where he was staring, scowled, and said, "If you want to stare at them, come closer!" His eyes flew up to her face to try and read her actual intent, but she was still scowling at him. In for a penny, in for a pound, he decided, and set his helmet down on a small table and came forward. She looked up at him and said with a sneer, "Is that better?" He looked down at her luscious mounds and nodded. She was a D at least, with dark areolas and nipples that appeared to be rock-hard. "I'm still waiting for you to tell me just what the hell you thought you were doing, coming into my bedroom uninvited."

Instead of answering, he began pulling off his armor. First his gloves, then he reached to the side and began unfastening his chest piece. Once that was off, he slipped out of his boots and then took off his crotch armor. He let each piece fall to the floor as she silently watched him, her expression unreadable.

She finally deigned to speak after he'd removed his trousers and underwear, and stood at full mast before her. Her eyes glued to his cock, she whispered, "And just what do you think you're gonna do with that?" In response, he grabbed her by the head and forced her down to her knees. He waited until she opened her mouth to further protest, then thrust forward. "Hey! Wait! You--guurk!" She placed her hands on his thighs to push back, but he was too strong. "Hurrk, hurrk, GURRK!" was all the sounds she could make, her mouth and throat stuffed with cock. After a few minutes of this, she must have realized she was fighting a losing battle. She let her hands fall to her sides and closed her eyes, as her spit began to drip off his shaft and off his balls.

Seeing that most of her fight was gone, he increased his pace, hilting himself in her throat with each thrust as his balls slapped against her chin. When he began throbbing and his moans increased, she opened her eyes and stared up at him. She barely nodded 'yes' as he unleashed days worth of cum into her mouth and down her throat. He cried out as he pulsed, again and again, his dick happy at last. He reveled in the sensation of his cock fully engulfed in her mouth for a few moments, then he pulled out with a wet 'pop' and released her, as they both panted from the exertion. She was the first to speak.

"Don't tell me you're done."

At these words his cock, which had been flagging, suddenly grew rock-hard again. She got up, removed her panties, then got up on all fours on the bed, her bubble ass pointed right at him, looking over her shoulder at him. He needed no further encouragement! He walked forward and grabbed her hips, but just as he was lining himself up with her pussy she reached back and grabbed his dick, pointing it at her asshole. "Pound me here..." she whispered, as he slowly inserted himself into her hot, willing ass. She arched her back and moaned as he shoved his full length inside her. "More!! Faster!!" He reached around and grabbed a double handful of tit as he poured on the speed, and her cries grew even louder. "Ah!! Ah!! Ah!!" Supporting herself on one hand, she used the other to take his hand and place it in her mane, crying out, "Pull!!" Once he did, hard enough for her to arch her back even further, she screamed, "I'm cumming!!" Her voice became unintelligible, only making whorish sounds as her ass flexed and pulsed against his dick. He soon followed after, his cries mingling with hers as he filled her ass with his man-batter.

As they were both panting and he was still fully inserted, the door behind them suddenly opened. They both looked over their shoulders. "Hey, Dementia! I thought I'd---oh..." It was Rose, the redhead from earlier that night. The silence grew as they all stared at one another. Finally, Dementia spoke.

"This isn't what it looks like."