Filling In

by Some Leech

Rating: mature
Tags: Porn, Trixie, Fetish, Comedy, Starlight Glimmer, Sunburst, Sex, Profanity, My Little Pony: Friendship is Magic, Gallus, Silverstream
Length: 5647

Starlight Glimmer asks Trixie to cover as the school's guidance counselor for the day. Unfortunately for the magician, things take a rather wild turn...

There isn't much Trixie wouldn't do for her buddy Starlight. Ordinarily, filling in as the school's guidance counselor would have been an easy affair - ordinarily. In the throes of a rather annoying heat, she forces herself to help her friend with the normally trivial request. So long as nothing odd or lustful happens, she's sure she'll be fine...

Kinks Include
Chapter 1: Male on Female, Futa on Female, Threesome, Vaginal, Oral, Anal, Spit-Roasting, Double Penetration, Musk, Estrus, Knotting, Creampies, and One Heck of a Disappearing Act
Chapter 2: Female on Male, Vaginal, Femdom, Creampies, Enhanced Erections

Artwork by t72b

If you want to help support me, I have a Tip-Jar/Patreon HERE

Published 2020-11-25 21:40:03 UTC
Last updated 2020-11-25 21:40:03 UTC

Embracing the Roll

“What did you say you needed to do again?” Trixie asked, squinting over at her friend.

Starlight shifted uncomfortably and batted a hoof, trying and failing to dismiss her companion’s suspicions. “It’s just that these tickets for the county fair are going to expire if I don’t use them by nine this morning!”

The magician knit her brow and rubbed her chin. “But the fair doesn’t even open until -”

“Would you look at the time! I gotta get going or else I’ll be late!” Starlight interrupted, looking to her bare wrist in shock. “Just mind the office and feel free to help yourself to as much hot chocolate as you want. If anything happens that you can’t handle, feel free to go and get Twilight for help. Ok bye!”

And just like that, in a flash of light and Pop of displaced air, the guidance counselor was gone. Trixie hadn’t been sure what her buddy had summoned her for, but she was less than pleased with the unexpected request and speedy abandonment she’d been subjected to - for goodness sake, it wasn’t like she had any experience advising students! Normally, she wouldn’t have minded filling in for her friend, but the situation was far from ideal.

For starters, she’d been in the throes of an exceptionally potent heat for the last few days and she could really, really go for a hard dicking. Frankly, before she’d received the urgent message from Starlight, she’d been considering going out and cruising for a single stallion. Though her plan to get some action had been shot to Tartarus, that wasn’t what had her slightly unnerved.

Her main issue was that, without a doubt, her buddy seemed to be in the same predicament as herself. It only took her a scant few minutes of talking to the mare to figure out Starlight was in heat; the nervous tick, sweating, and spontaneously winking marehood left little room for doubt. Having effectively been clam-jammed by her best friend, she was left holding the bag and sitting in an office for the remainder of the school day.

Still, there were a few silver linings involved with the frustrating situation. Not only was she going to earn a few extra bits for her troubles, but she’d be able to get some hot cocoa for herself. Seeing herself into her temporary office, telling herself that the endeavor wouldn’t be that bad, she closed the door behind herself. With any luck, she’d be left to while away her time without being bothered.

After preparing a steaming, marshmallow laden mug of chocolatey goodness, Trixie eased herself into her buddy’s chair and propped her hooves on the desk. On the off chance that somepony did need her for something, the odds were that any potential problems would be trivial at worst. The moment she wiggled her rump and got comfortable, the door burst open in spectacular fashion.

Looking to the entrance, spying a magenta hippogriff and cerulean griffon standing in the doorway, her brow piqued. It hadn’t even been ten minutes since she’d been appointed to her post and, as fate would have it, it didn’t seem like her afternoon was going to be as laid-back as she hoped. Lowering her cocoa, she cleared her throat.

“Can I...help you?” she inquired, smugly grinning over at the duo.

“Um...Where’s Starlight?” Silverstream asked, looking around the office.

“She’s indisposed, but never fear - the wise and magnanimous Trixie is filling in for the day,” the magician proudly announced. “Please,” she continued, waving to the pair of empty seats, “have a seat and tell me what’s on your mind.”

Stepping inside and closing the door behind themselves, the two students shifted about uncomfortably. It was easy enough to tell that something had them out of sorts, but the impromptu guidance counselor couldn’t put her hoof on exactly what was wrong. Given the early hour, and the fact that both of them appeared to be fine, they’d likely had some sort of petty squabble or dispute.

“Come on, you can tell good ‘ol Trixie - I mean, it can’t be that bad!” she giggled, sipping her drink.

“Silverstream has a cock,” Gallus blurted, wholly out of the blue.

Trixie immediately aspirated her cocoa and started coughing uncontrollably, covering the table in hot chocolate and flecks of marshmallow. There was no way she’d heard that right - that was, unless the griffon was referencing the cockatrice Silverstream had befriended some time ago. Wiping her mouth and staring dead at the pair, she fought to compose herself.

“Want to run that by me again?”

“It’s true, I accidentally got a wiener,” Silverstream dejectedly admitted, trotting forward and hopping into one of the two vacant seats. “We were in potion class and…”

Whatever the girl was blathering on about was lost on Trixie, as she fixated on the floppy pillar of bird dick at the student’s groin. She’d seen hippogriff and griffon equipment before, though never in person. Long and tapered, with a fat knot resting at its base, the mere sight of the cock was enough to send her mind reeling. Gallus quickly joined his friend, easing himself into the adjacent chair and jarring her from her stupor.

“Yeah, it was my fault,” he began, his shoulders wilting, “if I had listened to Zecora, we wouldn’t be in this mess.”

“W...well I’m sure that…” Trixie trailed off, spying the griffon’s partial erection. Nearly identical to his classmate’s alchemically induced package, his equipment was nonchalantly put on full display.

Staring at their goods, she appraised the two like fine cuts of meat. Gallus may have had his classmate on the girth of his knot, but Silver’s shaft appeared to be a bit longer. Though they were similar in shape, the hippogriff’s had a few more equine characteristics - namely a slightly blunted head and a medial ring resting half-way down its length. Honestly, they both looked positively delectable.

To say that her morning had taken an unexpected turn would be a woeful understatement. She’d been wrangled into covering for her friend, while dealing with her heat, and had abruptly found herself facing not one but two sets of avian endowment. Despite herself, she involuntarily started drooling from both ends.

“So do you think you can help us out?” Silverstream timidly inquired, breaking the spell and causing the mare to shake her head.

Potion based mishap or not, the pair’s appearance afforded her a rare opportunity - one which may help everypony alleviate a bit of stress. Leaning back in her chair and steepling her hooves, she glanced between the two. She had no way of knowing if her plan would actually fix Silverstream’s dong-debacle, but that concern took a back seat to her natural impulses.

“If it was potion related, it will probably wear off soon enough,” she thoughtfully hummed. “But there might be a way to speed up the process.”

“Really?” Silverstream bleated, leaning in and placing her claws on the desk. “How?”

“You could always try getting off with it,” the mare snickered.

“I...I don’t know how to use one of these things!” the hippogriff groused. Leaning back and waving at her semi-chub, she scowled. “I mean, it seems pretty neat and all, but it’s not like I’ve got any experience using one!”

“Don’t look at me, I’m not touching it,” Gallus huffed, crossing his forelegs over his chest.

“It’s your fault I have this stupid thing!” Silverstream rebuked, grasping and shaking the sizable appendage. “Just look at it! How am I supposed to go to my classes with this big thing swinging around all day!”

“Maybe if you’d stop eyeing mine and getting worked up you wouldn’t give yourself a boner!” the griffon countered. Though he appeared none too pleased with her ire, his body betrayed him; his semi-flaccid dick stood in stark contrast to his words.

With her hastily laid and morally dubious scheme unfolding perfectly, Trixie chuckled to herself. “There’s no need to argue - after all, the resourceful and considerate Trixie can surely help. Since you both got involved in this mess, might I suggest a team-building exercise.”

The mare’s pitiable attempt at guile was not lost on Gallus. Staring dead at her, he rolled his eyes. “You want us to bang you, don’t you?”

“W...what? No, it’s not banging!” the mare floundered, breaking into a cold sweat. Surreptitiously having her way with a pair of students was, as far as she knew, an egregious breach of protocol and would probably get her fired or, at worst, barred from the school grounds.

“To be fair,” Silverstream interjected, “it is pretty obvious that you’re in season. I’m not sure about Gallus, but I could smell you from halfway down the hallway.”

The jig was up, Trixie had been caught with her hoof in the cookie jar, and no amount of backpedaling could save her. With a resigned sigh, she hung her head in shame. “You don’t have to. I just figured you might want a fun excuse to skip class and get a little extracurricular action.”

“If you’re offering, I wouldn’t mind,” the hippogriff chirped. “Do you know how annoying this thing is?” she continued, waggling her hardening member. “It’s like it has a mind of its own!”

Shrugging, the griffon shook his head. “If it means we can skip Applejack’s horticulture class, sure, why not.”

The duo’s agreement, paired with their hardening dicks, was more than enough of a green-light for Trixie - still, she couldn’t help herself from adding one caveat. “You have to promise not to tell anypony about this. If Starlight or, Celestia forbid, Twilight finds out that I fooled around with two students, we’ll all be in deep trouble.”

Looking to one another, the pair nodded. “Our beaks are sealed,” Silverstream noted, giving a conspiratorial wink.

“Well then, now that we have an accord, let’s get to it,” Trixie murmured, swiftly clearing the desk’s surface.

Truth be told, she couldn’t be happier about the bizarre and wholly unforeseen development. Getting her rocks off and being paid to do it was a win-win in her book, even if it was exceedingly unprofessional. With her cocoa set carefully to the side, and the paperwork strewn across the floor, she clambered onto the desk, lowered herself, and rolled onto her back. Given what they were about to do, she saw no need in taking her time with things.

“Who goes where?” Gallus asked, hopping from his chair.

“Since you were apparently at fault for Silverstream’s additional hardware, you can get my muzzle,” the mare attested, leveling a hoof at him. “It seems only fair that her first and possibly only time wielding a dick be used for ravishing the moist and tautTrixie’s marehood.”

“Whatever,” he grumbled. Placing his claws to either side of her head, he presented her with his package.

Trixie shuffled forward, hanging her head from the table’s edge and burying her snout in his ripe, fuzzy nuts. His smell was different than a pony's, but not unpleasant - distinctively masculine and slightly subtle. A clatter from behind her caused her to crane her neck to the side, allowing her to see the hippogriff getting into position. With everypony in their spot, she leapt into action.

Drawing her tongue up the side of Gallus’ length, she brought her lips to his spear-like tip. As she slowly worked him into her maw, savoring the alien taste of his tool, Silverstream prodded her marehood. Deftly raising her hind legs and arching her back, she silently invited the bedicked girl to begin. Sure enough, after receiving another experimental poke, her sex was steadily impaled.

Having only bedded ponies in the past, the experience of being penetrated by a hippogriff was alarmingly pleasant. Unlike the blunt and almost boorish shape of a stallionhood, the avian’s cock felt amazing. Shivering, relishing the foreign sensation, she only eventually remembered what she was supposed to be doing. Eagerly torquing her head from side to side, lavishing Gallus’ length with her tongue, she set herself to task.

“H...holy cow, I had no idea it would feel this good,” Silverstream exclaimed, merrily bucking her hips.

“Good for you,” the griffon sarcastically replied, clearly displeased that he’d been relegated to getting a blowjob.

Slowing and withdrawing her head, Trixie reached up and slapped his flank. “I’ll have you know that I - Glk?!?”

“Didn’t anypony ever tell you not to talk with your mouth full?” he groused, thrusting into her snout.

Though she was less than pleased with his rude behavior, the mare wasn’t about to complain. Grabbing his waist and pulling him forward, she steadied herself and drew a deep breath. They were both sublimely well endowed and, if she had to guess, a bit inexperienced with bedroom affairs - as such, she’d be willing to cut them both a bit of slack.

Thankfully, Silverstream was much more gracious than her friend. Grabbing the unicorn’s fetlocks, she fell into a steady of humping. Hungrily servicing the dick in her muzzle, while clenching around the hippogriff’s pistoning length, she basked in the moment. It was rare enough to indulge in a threesome, let alone one which had her getting spit-roasted, so she embraced her role with open hooves.

Pinned between her pair of paramours, Trixie was gently rocked forward and back. Her sex needily seized around Silverstream’s shaft, while her throat was gently swabbed by Gallus’ pistoning cock. It was, for all intents and purposes, like being in the middle of a juggling act, with both ends being filled by the students - still, as wondrous as it was, a nagging thought occurred.

“I can’t believe how incredible this feels! Gallus, is this what it’s like for every guy?” Silverstream animatedly asked, absentmindedly plowing the mare beneath her.

Bucking into Trixie’s face, bumping his knot against her lips, Gallus gradually increased his pace. “I - Nnnph - guess? It’s not like dudes talk about what their junk feels like.”

Neither of the students were handling Trixie too roughly which, under normal circumstances, would have been a pleasant start to their foray - that being said, the circumstances were far from normal. She wanted it hard, needed to feel somepony railing her out like it was the last night of her life, and it left her wondering what she could do to remedy the situation. It was only when she sensed Gallus increasing his pace did she get an idea.

Sinking her forehooves into his thighs and forcing him to move faster, she leveled every ounce of her carnal skill against the griffon. Judging from his wavering rhythm and just how hard he was throbbing, he wasn’t going to be able to hold out for much longer - which suited her just fine. As far as he had blown a load and was out of the picture, the quicker she could focus on getting properly fucked.

He was just small enough to allow her the period breath, making the ordeal a relatively easy ordeal. The bulbous root of his tool, while nearly double the girth of his shaft, continually bumped against her snout; if she could manage to take that final swollen bit of dick into her mouth, she felt sure she’d be able to do him in. Closing her eyes and widening her jaw as much as possible, she rammed her head forward.

As the fat base of his member pressed past her lips and into her snout, Gallus grasped the sides of the mare’s head. Grunting, pounding her muzzle with reckless abandon, his motions screeched to a sudden halt. Hilting himself in her maw, he crammed every inch of his length into her gullet and unloaded.

Though Trixie couldn’t see much, what with her vision blinded by the pair of amber furred balls, she could only imagine the expression on his face. His hot, rich spunk flowed down her throat, coating her esophagus and nearly causing her to gag - nearly. Swallowing down what she could, relishing the warmth flowing into her stomach, she held him tightly to herself. Though she couldn’t quite breath, she realized she wouldn’t be stuck for too long.

“Pffft - seriously?” Silverstream guffawed. “This is the first time I’ve ever rocked a cock and I lasted longer than you?”

“Ha ha ha - very funny,” Gallus hissed, stepping away and attempting to remove his knot from the magician’s face. “I’d like to see you do any better.”

Moving her hands to Trixie’s waist, angling her hips slightly upwards, the hippogriff gave a particularly deep thrust. With her g-spot so precisely accosted, the mare sputtered and groaned around the softening bit of bird flesh. Sweet, merciful Celestia, not only was Silverstream’s size absolutely perfect, but she knew just how to use it!

“Huh,” Silverstream hummed, hammering away the sensitive area within the unicorn’s depths, “looks like I am doing better.”

With a yank and a tug, muttering darkly to himself, the griffon dislodged his semi-turgid dick from Trixie’s muzzle. The mare coughed fitfully, spackling the student’s upper thighs with cum and her saliva. Jizz leaked from her nose and mouth, weakly dribbling over her face, though she wasn’t bothered; it wasn’t the first time she’d been glazed and she hardly thought it would be the last.

“What do you think?” the hippogriff casually inquired, moving her hands to play with the unicorn’s teats. “Am I doing a good job?”

“Fuck - Mmmph - yes! Fuck me like you mean it!” Trixie bleated, finally able to give voice to her desires.

Moving to their side, watching the show, Gallus indifferently reached out and massaged the pony’s bulging clit. “Should’ve figured she liked it rough.”

The magical combination of sensory input from the heavenly rutting she was receiving or quite possibly the attention sent Trixie rocketing towards the finish line. Nearly convulsing on the table, with her thighs quaking around her lover’s waist, her marehood spasmed around her lover’s tool. Orgasmic juices erupted from her pounded snatch, pattering to the carpeted floor below. Her mouth hung open in a silent scream, as she rode out one of the hardest climaxes she’d had in ages.

“And she’s a squirter!” Silverstream giggled. Slowing, staring down at her stricken mate, her beak split in a mischievous smile. “You know, it’s kind of rude to cum before me,” she tutted, stepping back and hauling her not insubstantial length from the magician’s quivering cunt. “Since you asked for this, how about you do some of the work.”

Wearily looking down her chest, Trixie watched the hippogriff crawl onto the desk. As the student rolled down beside her, with her hind legs hung over the end of the desk and rigid tool proudly standing at her groin, the pieces fell into place. If taking the initiative meant getting another helping of bird dick, she’d be more than happy to oblige.

Pushing herself up, ignoring the weakness in her limbs, she precariously got to her hooves. As she utterly ignored Gallus, she swung one leg over Silverstream’s waist and got into position. Then straddling her lover, peering back to assure she was properly aligned, a movement caught her eye. The griffon coolly walked behind her, grabbed ‘hold of her hips, and hauled her downward in one smooth movement.

Finding her marehood so quickly and mercilessly filled was almost too much to bear. Her eyes went wide, the air hitched in her throat, and her heart skipped a beat. She could tell without looking that the thick, trunk-like base of Silverstream’s endowment was firmly lodged in her sex. Stifling a whimper, she placed her hooves to either side of the hippogriff’s head and took a shuddering breath.

“You can’t stop there, Silly! Come on and ride that thing!” Silverstream whooped, leaning in and slapping the mare’s ass.

Nodding weakly, desperate for more, Trixie did as she was asked. Giving herself a moment to adjust to the sudden intrusion, she braced herself and started bouncing. The hippogriff’s knotted root was insane and she was ill prepared to deal with having it stuffed inside herself. Though it almost felt like there was an orange stuck in her snatch, she was far from giving up the fight.

Doing what she could to screw herself upon her mate, assistance came from an unexpected source. Gallus, still positioned to her rear, gently helped lift and raise her rump. The thick bulb of cock flesh pulled at her entrance, stubbornly Popping free, before she hammered her ass down and knotted herself yet again. The discomfort passed in the blink of an eye, replaced by an impassioned thrill and exhilaration like she had never known.

Everything about the situation was delightfully depraved and defied all reasoning. There she was, in her best friend’s office, screwing herself on a magically endowed student. Had somepony told her the day before she’d get rutted by a griffon and a hippogriff, she would have laughed in their face and been on her merry way - now, feeling the slender head of chimera cock rhythmically poking her cervix, she had very little to say.

Throwing her tush back, her head rolled backwards. Bit by sinful bit, she increased the speed and force of her motions until she was practically jackhammering herself on the girl. As her pace increased, the tenuous grasp of her composure withered. Her lustful moans grew louder, she gnawed at her lower lip, and her marehood loudly slapped against her young lover.

“Atta girl, there we go,” Silverstream cooed, bucking her hips upward.

With the hippogriff joining the party, Trixie’s eyes rolled to the back of her head. Working in concert and synchronizing their movements, each plunge landed as deeply as possible. Along with the whorish sounds of depravity from before, the wet slapping of Plap Plap Plapquickly joined the orchestra of sin. It was as wonderfully depraved as it was orgasmic, spurring the mare towards her second climax of the morning.

“Hey, Counselor,” Gallus cooed, wrapping his hands around her waist to play with her winking clit, “you can I get a little extra credit?”

Turning her head and peering back at him, it was all Trixie could do to nod. The added stimulation was fantastic and caused her to tremble in delight. Gleefully screwing herself and getting played with, she didn’t think the scandalous encounter could get any better, but she was dead wrong. Without any warning whatsoever, something hot poked at her backdoor.

Realization dawned on her the moment Gallus’ grip tightened. Craning her head and locking eyes with him, she was given the briefest flash of his arrogant smirk, before he shuffled forward and buried his dick in her ass. The second intrusion caused her to slow, if only just, though Silverstream seemed more than happy to pick up the slack. It didn’t take long before the griffon quickly joined his classmate in the unabashed rutting.

With both her holes being pistoned, Trixie held on for dear life. Her booty was plundered, her womb accosted, and the young bird-cat’s harassment of her clit persisted throughout it all. Being no stranger to anal, her arousal soared to an all-time high. As his knot bumped against her pucker, she finally reached her breaking point.

“Yes,” she howled, bearing down on her pair of paramours, “give it to me.”

Her marish impulses, the need to be sated and bred, took full reign over her. Fuck the school’s etiquette, to Tartarus with the differences of their species and age, it didn’t matter if Silverstream’s member was caused by some bungled potion - the only thing she gave a damn about was getting her brains screwed out. Though it wasn’t much, she squeezed her holes around them and loudly beseeched them to continue.

“If I’d - Unf - known you were this into getting freaky, I would have gone to - Mmmn - more of your magic shows!” Silverstream cheerfully asserted. Lifting her hind legs and bracing her claws on the table’s edge, she used the additional leverage to screw the mare even harder than before.

Doing his level best to bury his knot in her backside, Gallus followed suit. “Just gotta,” he growled, hellbent on hilting himself.

Balancing herself on one forehoof, Trixie reached back and pulled at one glute. She wanted - no, needed to feel both of them inside herself. A line had been crossed and there was no going back, so she may as well push herself to the limit. Between their efforts, along with Silverstream relenting in the slightest degree, she was granted her wish.

Gallus’ knot slipped into her confines, leaving her ass clamped around the very base of his tool. With both her holes effectively corked by the pair of avians, she feverishly humped herself back against them. In short order, the students joined her and started ravaging her taut rump and meaty marehood. It was the definition of controlled chaos, excruciatingly intense and wildly blissful.

Time lost all meaning, as a pervasive fog of rapture overtook her. Her body moved of its own accord, seeking to sate her insatiable lust and sending her into a euphoric tailspin. One climax bled into another, pushing her into a feedback loop of raw, unrefined pleasure. Honestly, she was only vaguely aware when Gallus erupted in her tush.

Silverstream was a bit more reserved, clenching her jaw and attempting to stave off the inevitable. Looking down at the girl, realizing she was so close to feeling her depths bathed in seed, she threw her head back and clenched around the pulsing shaft of hippogriff cock. There was no way she was about to be robbed of the grand finale and she was going to make damn sure she got her reward.

“Inside!” she brayed. “Breed me!”

Gasping aloud, Silverstream reached her limit. Her dick erupted within the velvety depths of the unicorn’s sopping wet sex. Twitching, ineffectually bucking away, wave after seething wave of her foal-batter surged through her tool to crash against her mate’s inner gate, sending the mare into a heavenly abyss.

For Trixie, the influx was the final nail in the coffin. Every climax prior paled in comparison to the ruinous cataclysm of ecstasy which overtook her. Her consciousness faded, her limbs grew weak, and she was barely able to keep herself from collapsing. Thankfully, neither of her paramours seemed to be in much better shape.

Huffing and puffing, content to let their equipment shrink before pulling out, Gallus and Silverstream rode out their post-coitus bliss. Only after their swollen knots had softened to a degree did they eventually pull out, dousing the floor and table in a veritable deluge of spunk. As they withdrew, leaving her cunt and pucker agape, Trixie shivered.

Exhaustedly looking to the door, having heard some noise from outside, she drunkenly watched a mare enter the office. The ruinous stupor which had overtaken her dulled her mind and senses, leaving her only barely cognizant that she’d been walked in on. As the figure drew closer, her eyes steadily refocussed.

“Well then, I’m glad to see that you three are having a good time,” Twilight tutted, looking between the trio.

“P...P...Principal Twilight, I can explain,” Silverstream stammered. Blushing heavily and attempting to free herself, her efforts were for naught.

Stepping around the desk and into view, Gallus crept towards the exit - that was, until the door was magically slammed shut. “It wasn’t our idea!”

“Even if that is true, you were gleefully plowing her ass a few minutes ago,” the Princess huffed, petulantly stomping a hoof. “I’m not upset though. When I heard about your mistake with the potion, I realized it would afford me the perfect opportunity to do a bit of research. You know how the saying goes, ‘when life gives you lemons…’”

“Can - Cough - can we do that again?” Trixie slurred, weakly smiling at the alicorn.

Grinning from ear to ear, Twilight’s horn went alight. “That’s just what I had in mind…”

Playing Hookie

“I...I didn’t think that - Oh buck,” Sunburst croaked. Adjusting his spectacles, peering down at the mare sating herself on him, he gulped.

Having pinned the stallion against the wall of his study, Starlight rammed her behind against him. Tricking him into drinking some alchemically enhanced tea had been easy, ensuring he’d stay hard for several hours, but getting him to take the initiative was a trial. In the end, after he’d popped wood, she’d resigned herself to getting him started.

She’d done what any reasonable mare in need of a rutting would do - she simply levitated him into the air, got him against a wall, and started screwing herself on him. Even if he didn’t join her, she’d begrudgingly accept using him as a marital aid - after all, nothing could compare to a real stallionhood. It wasn’t like he seemed to mind being a living fuck-toy, though his lack of experience and timidity were a painful hindrance.

A part of her felt bad for duping Trixie, but a larger, much more demanding part of her needed the lay. She’d tried everything to quell her body’s urges - dildos, magical masturbation, rubbing one out with her hoof - yet nothing had left her satisfied. Even after getting off multiple times, she was left pining for some real action.

“Just - Mmph - grab on and start fucking. It’s not that hard of a concept,” she groused, leering over her shoulder at him.

“Um - Right, o...ok,” he murmured. After wiping the mane from his face, he questioningly rested a forehoof on her hip and lightly tugged. “Like this?”

Slamming her rear into reverse, effectively crushing him against the wall, she did what she could to satisfy herself. “Harder! Throw your hips into it!” Starlight demanded.

She truthfully couldn’t say if he was a virgin or not, not like it mattered much, yet his amateurish and wholly pitiable skill was a disappointment - still, she was undeterred. If she had to teach him how to rut a mare, at least she’d know that he would be properly trained. Curbing her enthusiasm in the slightest degree, she waited for him to comply.

Bracing his hind-legs and nervously looking down at the mare’s back, Sunburst thrust his hips. The relatively gentle move was eclipsed entirely, as she eagerly gyrated on his groin. As she rocked forward, allowing him to see a bit of his slick and exceedingly rigid shaft, he bucked his hips a second time, then a third and a fourth, until he was rhythmically humping away.

Easing her pace, Starlight moved in tune with her friend. Despite his efforts being soft and gentle, she damn near swooned. “There we go,” she purred, letting him get a feel for it, “just like that.”

Clenching around him on the withdrawals, while relaxing on his plunges, she relished the sensation of his medial ring against her g-spot. His plump balls, brimming with Celestia knew how much unspent seed, swung and delicately slapped against her clit - sure, he may have lacked slightly in technique and zeal, but it felt downright divine.

Evoking her mystical power, Starlight sorcerously tweaked her nipples. Even if he wasn’t sure exactly what he was doing, that didn’t mean she wasn’t allowed to get herself off throughout the affair. As she dipped her head, peering down her belly, she watched him plowing her.

“This feels great,” he rasped, moving faster with every second.

With the stallion finally having found the drive to take the reins, she couldn’t help herself from giving him a few pointers. “Try - Nnnf - Try laying on me while you’re doing it.”

Sunburst nodded and draped himself on her back, as his forelegs locked around her hips. The subtle change in position was amazing, doubtlessly fanning the flames of his stallionish impulses and adding to Starlight’s enjoyment. It wasn’t the perfect mount, granted, but it was damn sure better than anything he’d done so far.

Little by little, he fell into his role. The tip of his length kissed her depths, sending bolts of pleasure through her frame, while he hammered into her. While it wasn’t the best lay she’d had, it was just what the doctor ordered. Her passion soared, her heart thundered in her chest, and she was driven ever nearer to the brink.

“I...I don’t think I can…” Sunburst sputtered.

His words shook her from her reverie, making her aware of just how close he was. His stallionhood flared and twitched within her, giving further evidence that was reaching his limit. In a flurry of movement, magically teasing herself harder than ever, she fiercely bucked back against him.

He shuddered and hilted, holding her tight and panting in her ear. “Oh sweet Celestia,” he wheezed.

The sensation of being filled, with the heat of his load coursing into her, did Starlight in. Biting her bottom lip and trembling from head to hoof, her marehood winked and dribbled nectar over his crotch and to the carpet. There was something primal about having a stallion cum inside her and it scratched her bestial itch. Savoring the moment, feeling the flow of his seed taper off, she steeled her resolve and began moving once again.

“W...wha…” he mumbled.

She felt sure that he’d be fine - at least, she hoped he’d be fine. Be damned if she was going to be satisfied with just one round and she had no intention of stopping until she’d had her fill. She’d deceived her friend, shirked her responsibilities, and given Sunburst an elixir which would keep him hard for hours on end - as such, there was no way she would be leaving unless she was drenched in sweat and walking funny.

Twisting her head and peeking back at him, a wolfish grin graced her features. “Just try to keep up…”