“W-what’s going on?” Scootaloo asked, completely failing to come up with any reasonable explanation for what she was seeing. What were Twilight’s guards doing here? Why were they all naked, without all their armor? And why was she stroking one of them like that?

Twilight smiled … and she didn’t stop stroking him. “Feeling better now?”

“Uh-huh.” Scootaloo tucked her tail tightly against herself, watching the bat pony guards warily.

“Oh, don’t worry about them.” Twilight must have seen where she was looking. “They won’t even touch you … unless both of us ask them to. But while your were sleeping – and after Dusky took care of my needs – I started thinking about how much I enjoy stallions as well as mares. It occurred to me, maybe you would like to find out what it’s like to be with a stallion just as much as you enjoyed being with me. I’ve already given you a taste of one kind of sex, but we can continue if you want. Or you could just watch… I think I might need another round with Dusky here.” The stallion she was stroking looked down at her with a knowing, anticipatory grin.

Scootaloo gulped, looking at the bat pony stallions in a whole new way. The smell of sex was already filling the air, and not just the smell she was used to. There was a deeper, muskier scent now too, one that hadn’t been there when she was with Twilight, one that had never lingered in the room after her aunts had messed around. It had to be the stallions. She had to admit to herself that her curiosity was rapidly growing. Being with a mare had been so good … what would being with a stallion be like?

“And don’t worry about getting pregnant. I know you’re much too young. I can cast a spell to make sure you don’t have to worry about anything like that.”

Well, that settled it. If there wasn’t any risk, why not at least try it? Scootaloo nodded. “I wanna do it!”

To Scootaloo’s surprise, the first thing that Twilight did wasn’t any kind of lecture or anything – she pounced on Scootaloo, pinning her against the desk and kissing her passionately. For a moment, Scootaloo was too shocked to do anything, but she soon began to return the kiss, pressing up against Twilight just as eagerly as Twilight pressed down on her. It felt a little weird – but also really good – to have Twilight’s tongue sliding against her own. The strong, slightly rough feel of it. The oddly sour and musky taste of it. Was that Scootaloo’s own taste, from when Twilight had been licking her? Scootaloo reached up and wrapped her hooves around the back of Twilight’s neck, digging deep into the older pony’s orderly mane to pull her even closer. She couldn’t get enough of Twilight’s kisses and the warm, tingly glow that bloomed inside her at the touch of Twilight’s gentle lips.

They didn’t separate until Twilight pulled her off the desk, easing her down onto the floor next to it. Scootaloo breathed heavily, almost panting. She was used to physical exertion – probably more used to it than Twilight! So why did she feel so breathless and winded? Was it because she’d passed out earlier? Or was this sexy stuff getting to her that much, making her that excited? Or was it just because it was hard to breathe while kissing? But then why didn’t Twilight seem to be panting for breath?

Actually, Twilight looked really composed. She waved over the nearest bat pony stallion. That was … Dusky, right?

Twilight didn’t bother with any introductions, though. “Since he came inside me not too long ago, he’s still not totally hard again.” She held her hoof out, and Dusky obligingly reared up on his hind hooves, propping himself up on the edge of the desk. His cock flopped forward, rising up a little bit and wiggling right in front of Scootaloo’s face, closer than she’d ever seen before. It landed heavily right down on Twilight’s hoof. She started stroking it a little. “When stallions orgasm, they need some time to recover before they can have sex again, but you can help them by providing a little stimulation. And this is as good a time as any for you to learn that part.”

That didn’t seem to make much sense, though. “What about all those other bat ponies?” Scootaloo asked. “Couldn't one of them do it?”

“Oh, they certainly could.” Twilight started rubbing Dusky’s cock more purposefully. “And we’ll get to them soon enough. But you want to learn, don’t you? This part is important, so let’s take care of it first. Now watch carefully and see how I do it.”

Before Scootaloo could ask any more questions, Twilight leaned forward and licked Dusky’s cock!

Scootaloo’s jaw dropped. Her eyes went wide. Woah. Her aunts had never mentioned doing anything like this! It was … it was kind of like what she and Twilight had done with each other, wasn’t it? Only Scootaloo hadn’t dreamed that she could do the same thing with a stallion.

And, wow … there was just so much to lick! Twilight ran her tongue slowly up and down the length of Dusky’s cock, all the way from his tip to his sheath, always only touching one little part at a time. This wasn’t anything like licking a cunny, was it? She’d better pay attention! Lucky for her, it was easy to see. Twilight was a good teacher. She kissed and licked the stallion’s shaft wetly, focusing mostly on the front and top half of it, though she was making sure to touch each and every part. She even leaned way down and nuzzled his balls, kissing and licking them, lifting them up with her nose and inhaling their scent.

“You’re even doing his balls?” Scootaloo asked. “Does that even feel good?”

“It feels very good!” a deep voice said from above. It took Scootaloo a moment to realize it was Dusky himself talking. Somehow, she hadn’t been thinking of him as a pony, just as a stallion.

That was when Scootaloo made the crucial mistake of making eye contact with him. A warm feeling flooded deep inside her. Something completely new, something she hadn’t even felt when she was with Twilight. And at that point, Scootaloo knew she was going to go through with it. She was going to do everything. Too late to turn back now.

Twilight didn’t pause what she was doing to say anything. She seemed to be getting really enamored with Dusky’s balls, rubbing her face all over them and trying to get one of them into her mouth. Not very successfully – they were much too big and round – but she did manage to get her lips wrapped halfway around one of them, suckling on it as if she was a foal on a teat.

And it sure seemed true that it was making Dusky feel good. His cock was growing, stiffening … and in the process, it was getting closer to Scootaloo.

This was far more up-close and personal than Scootaloo had ever been with a stallion’s … stallioney parts. The tip of it was so flattened out. Somehow, she’d thought it would be rounder than that. And it had this slightly raised hole off-center near the bottom of it. She hadn’t expected so many different textures, either. Kind of rough and bumpy-looking at the tip, but then slick and smooth along the upper part of the shaft, then a big, intimidating-looking bump of his medial ring before it got all veiny and thick near the base. Without realizing it, she licked her lips. There was a little drop of milky-clear fluid building up on that hole in his tip. What … what would it taste like? She was already smelling it, the deep musky, earthy smell of a stallion. Would it taste like that? How would that even taste? She couldn’t imagine it.

Scootaloo was just about to lean in and lick that drop off, just about to find out what it tasted like, when Twilight licked her way back up his shaft and snatched the drop up herself, drawing her tongue right up the front of his tip.

“There,” Twilight said. “Now do you want to do it with me?”

His cock was trembling hard now, jutting straight up toward Scootaloo’s face. “Um… It looks like he’s already ready to go.”

“Don’t worry about that. The point is for this to be educational.” She laid a hoof on Scootaloo’s back. “It’s okay if you don’t want to. Some ponies only like mares, and that’s fine. I wouldn’t want you to do anything you’re not—”

“I’ll do it!” Before she could second-guess herself, before Twilight could say anything else, Scootaloo darted forward and planted her tongue against Dusky’s tip.

It was warm. Warmer than she’d expected. And as hard as it was underneath, the skin of it was surprisingly soft and supple. Hesitantly, suddenly unsure of herself and whether she was even doing this right, she slid her tongue up and over the top of his tip … hopefully just like Twilight had done. If she’d expected any strange tastes … there weren’t any, not really. Mainly, she just tasted Twilight … and maybe a hint of something deeper and muskier.

“That’s the spirit,” Twilight said. “Now just follow my lead.”

Keeping up with Twilight wasn’t exactly easy. Scootaloo found it hard to pace herself at first. The more she slid her tongue across Dusky’s cock, the faster she wanted to experience all of it, every last bit of it. She kept getting ahead of Twilight, which would make Dusky’s cock move to one side or the other between them. Soon, though, Twilight reached up with one wing. She caressed the side of Scootaloo’s face with it at first, then used the feather-light touch to guide Scootaloo’s movements along the bat pony’s cock.

That worked. Scootaloo quickly got the hang of it, matching Twilight’s pace perfectly now that she had a little help. Now she could just enjoy the feeling – the rounded side of Dusky’s cock filling her mouth and rippling across her lips, with all of its surprisingly complicated little contours.

When they’d finally worked themselves up and down, up and down all the way to his sheath, Twilight didn’t stop there, so neither did Scootaloo. They both squeezed down between his hind legs, forcing them very close together in the musky, steamy confines. Scootaloo hesitated a brief moment before pressing her mouth against his heavy-hanging sack, but Twilight didn’t. And when Twilight nuzzled one huge, hanging orb, that pushed the whole juicy bundle to the side a little, toward Scootaloo. Dusky’s balls met Scootaloo’s lips and bulged up over her nose. They were a lot firmer than she’d thought they’d be. She’d always imagined they’d be kind of … squishy. But no – she could feel the firm mass of the big nut inside pressing against her. It felt so full, so brimming with potential.

“Tell him how you feel,” Twilight whispered. “Tell him how much you’re enjoying his cock. Trust me, it works wonders, especially coming from a cute filly like you.”

For a moment, Scootaloo was doubtful … and a little confused. How would talking to him be a better use of her mouth than what she was already doing? And what would she even say? What was a mare supposed to say in situations like this? Anything she could think of just seemed really silly. But Twilight did know a lot more about this stuff than she did, so maybe she should try… “Your cock is, um, really nice,” she said, looking up at him with the tip of it still against her cheek. “So big and warm, and I, uh… I like the way it feels against my mouth!”

Grinning back, Dusky reached down and ran his hoof through Scootaloo’s mane lovingly. And his cock actually did throb harder against her cheek! It really worked!

And just like that, her hesitation was gone. Something very primal had clicked inside her, and now all she wanted was to release that potential, to feel it on her and in her. She opened her mouth as wide as she could, trying to suck the whole thing inside, but of course she was too small for something so big. She did manage to get her lips wrapped almost halfway around it, though, and she happily swiped her tongue across the smooth warm skin in between.

At first she wasn’t quite sure what all the fuss was about. It was interesting to find out about stallions so up-close and personal, but this was nothing like what she’d done not long ago with Twilight. When Dusky moaned, though … then she started to get it. To hear him making sounds like that because of what she was doing… Okay, her and Twilight, but still. It made her feel warm and flustered under her tail to know what she was doing to him, how she was making him feel.

That wasn’t the only thing she felt under her tail, though. As she worked her way back up Dusky’s shaft, Twilight’s wingtip felt its way around the curve of her flank before plunging down to brush its feather-light touches up and down Scootaloo’s suddenly needy pussy lips, making her wink and drip again. Oh yeah – this was nice!

“Mmm! Twilight!” Scootaloo moaned against Dusky’s cock. “So good…”

It wasn’t destined to last for long, though. “Princess,” one of the other bat ponies said, “you needn’t dirty your wings. If it is not out of place to ask, may we serve you and the filly while you…?”

Twilight took her mouth off of Dusky’s cock – with Scootaloo quickly taking her place – before responding. “Oh, um, sure. But tongues only for now, okay? We’ll get to the rest … later.”

Getting all rearranged was annoying. Dusky had to get out of the way first, lifting off with a couple flaps of his leathery wings, and that meant Scootaloo no longer had access to that huge, intriguing cock of his. “No!” she whined. “Keep your cock in my mouth! Don’t take it away!”

He seemed to know what he was doing, though – the moment he landed, he flopped down onto the soft carpet in front of Twilight’s desk, lying belly-up with his cock bouncing just above him. Scootaloo was the first to reach him, instantly planting her tongue in the crease between his balls again, hoping to hear another moan. Twilight was only a little bit behind, starting to work at the tip of Dusky’s cock.

The important part, though, was what everypony else did. All four of the other bat pony stallions came around behind Scootaloo and Twilight. And very soon, Scootaloo found out what Twilight had meant by ‘only tongues’. It didn’t seem very ‘only’ to Scootaloo. A whuff of warm breath made her tail shoot up, and then she felt the stallion’s big, broad tongue slowly stroke all the way from her winking clit to her clenching tail-hole. She shuddered in place, struggling to keep track of what she was doing with Dusky as another stallion joined in, lasciviously licking her cutie mark. That didn’t set off nearly the same tingling fireworks as what the first stallion was doing with her cunny and asshole, but it somehow made the whole thing more lewd and decadent. She let out a little bit of a moan, just because she couldn’t hold it in anymore. But when she heard and felt Dusky’s reaction to her moaning against his balls, she did it again, on purpose, giving voice to all the new sexual bliss she felt welling up inside her.

“Ready to try a bit more?”

Dusky’s shaft still between her lips, Scootloo looked over at Twilight. How could she have the presence of mind to talk when the other two bat ponies were going at her from behind just the same as what Scootaloo was experiencing? Scootaloo herself could barely manage an “Mm-hm”. Her eyes were going unfocused from the feelings under her tail.

“Okay,” Twilight said, “now keep in mind that you probably won’t be able to go as deep as me on your first try, but let’s start working on actually getting him inside your mouth, hm?”

It wasn’t easy to concentrate on what Twilight was doing, not with two bat pony stallions licking her from behind. Thankfully for Scootaloo, though, what Twilight was doing didn’t seem to be terribly complicated. She simply licked her way all the way up to Dusky’s tip, stretched her lips wide over it, and plunged downward, taking it into her mouth. Dusky seemed to be pretty familiar with her doing that – he lifted himself up to sit more upright, giving Twilight a better angle … which she used to her advantage, swallowing the entire length of his cock.

Scootaloo’s eyes went wide. Her tongue, still pressed against Dusky’s balls, rested still as she forgot to move it. Even the efforts of the two stallions behind her seemed to fade away as she stared at Twilight’s lips kissing against Dusky’s sheath, just inches away from herself. “Woah,” she mouthed, almost soundlessly. She licked her lips. “You think I could do that? You think I could take his whole cock inside me?”

After bobbing her head up and down just a few times, Twilight came back up for air. She was catching her breath, obviously about to say something…

Scootaloo didn’t wait for that. “Let me try!” she cried, going straight for it. Dusky’s cock – its dark-grey skin now glistening with slobbery wetness – towered over her, beckoning her. Just like Twilight had done, she licked her way up the front of his cock until her mouth was at the very tip. Twilight had made this look so easy… But now that Scootaloo was staring the mass of Dusky’s cock head-on, she couldn’t imagine being able to fit that thing inside her mouth. She hesitated for just a moment – just long enough for the two stallions behind her to catch up to her and start licking again – but she wouldn't let herself stop now. She wasn’t going to chicken out! Even if it looked impossible, she was darn well going to try!

So she opened as wide as she could, stretching until her lips stung and her jaw ached, and she worked on pushing herself down on Dusky’s cock.

“That’s it,” Twilight said. “Ease into it. You’re still a lot smaller than Dusky, so don’t worry about trying to get the whole thing. Just do what you can. I promise he’ll enjoy it.”

Well, Scootaloo was already doing as much as she could. Her mouth was completely stuffed full of warm cock and she couldn’t breathe at all. Was he enjoying it? She glanced up at his face.

Even with his weirdly slitted eyes, it was easy to read the abject pleasure in the stallion’s face. In fact, he really seemed to like it when she looked up at him like that. His eyes met hers with an unmistakable quivering longing. Or was that because Twilight had gone back to licking the rest of his shaft?

Scootaloo tried bobbing her head up and down like Twilight had, and that sure seemed to agree with Dusky … but it caused another problem. His tip suddenly started growing! It quickly wedged itself fully in her mouth, to where she could hardly move, stretching her jaw open painfully wide.

With a strained, muffled yelp, Scootaloo yanked herself off of Dusky’s tip before it could grow any bigger. “Oh my gosh! It’s like his cock is gonna split me open from the inside!”

And then she saw it. Dripping with her own spit, the tip of his cock had flared out into a bell-like shape at the end that was at least three times as wide as it had been before. Even as she rubbed her sore jaw, she couldn’t help but stare in amazement. Was that … normal? Was there something wrong with him? He did seem to be getting pretty red and flustered in the face…

“Woah!” Scootaloo said, her jaw dropping open as if to take the huge flared head of his cock inside again. “It’s… It’s so huge and … and tasty-looking!”

“Flaring already?” Twilight giggled. “Dusky must really like you, Scootaloo. Of course he does. Sexy little fuckable filly like you.” She kissed Scootaloo’s cheek. “You’re so adorable when you’re hungry for it like that.” Then she looked at how Scootaloo was rubbing her jaw. “Aw, sorry. He’s awfully big for you, isn’t he? For once, I wish I had a few guards who weren’t quite so well-endowed. Don’t worry, though. Colts your own age are going to be a lot smaller, so it’ll be a lot easier if you do this with them.”

Scootaloo was already starting to feel a lot better. The two stallions licking her from behind probably had a lot to do with that. She went back to what had been a lot more comfortable – just licking Dusky’s shaft.

Twilight grinned when she saw that. “You’re right – let’s finish him off that way!” She went right back to licking as well.

“Finish him off?” Scootaloo asked, only taking her tongue off of him for as much time as she needed to say it.

“You’ll know it when it happens, and it’s a lot of fun, just you wait and see!”

Well, Scootaloo had come here for Twilight’s advice, after all. She might as well trust what Twilight was saying. So far, licking Dusky’s cock had been interesting, but it hadn’t exactly felt good or anything. There were the stallions licking her from behind, of course, and that felt amazing! But it was very much like when Twilight herself had licked her. Was this all there was to sex? It felt really good, yeah, but she thought there would be more to it, given the way adults went on about it when they thought she wasn’t listening.

With Scootaloo and Twilight working together, it didn’t take long for them to ‘finish him off’. Twilight seemed to expect it, backing off and posing with her tongue held out as Dusky began to moan. But Scootaloo was taken entirely by surprise when a thick stream of white goo shot up out of his tip, falling back down to splatter over her mane. “Woah, what the hay!” she shouted.

Only as the second heavy splatter landed right across her muzzle and forehead did Scootaloo realize that this must be the cum stuff her aunts had told her about. But they had kept going on about what would happen if a stallion did it inside her. They hadn’t even mentioned what to do if it was splattering all over her face!

Her best guess was to just do the same thing Twilight was doing, so she pulled back a little, closed her eyes, and held her tongue out with her mouth wide open. Just before she closed her eyes, she saw the tell-tale violet magical field enveloping Dusky’s cock, Twilight using her unicorn telekinesis to point it right at the two of them.

Scootaloo was absolutely showered with jet after jet of warm, sticky cum. It plastered over her cheeks, her nose, and even one eye before a big dollop of it finally shot right into her mouth. Her nose was full of the deep, stallioney smell as the heat of it soaked through her fur. It was like being covered in hot honey … except that it tasted like sweat and sex instead of like sugar.

She instinctively closed her mouth on it, completely missing the next burst, which splattered against her closed lips. The flavor of it, though! Salty and just a tiny bit sweet, with a musky undertone that reminded her of the way he smelled. It was unlike anything she’d ever tasted before, but it was surprisingly good. It filled her mouth in a gooey, creamy way unlike any food she’d ever had, like it was trying to envelop and coat her tongue all on its own. “More!” she instinctively moaned out. “Don’t stop! I want it in my mouth! Fill me up with your cum!” She had to get more of it!

Lucky for her, getting more was pretty easy. Still a little tricky with her eyes being closed, but she leaned closer, holding her mouth wide open again. Maybe Twilight helped aim him a little, or maybe Scootaloo’s instincts were just that good, but she ended up almost right against the tip of his cock, letting his thick streams of cum just gush into her, filling her mouth until it overflowed, gooey cum dripping down from the sides of her mouth to her chin.

Those were the last few good gushes, though. He was starting to trail off, each spurt getting weaker and weaker. Scootaloo, her mouth already full, backed off a little, letting Twilight come in to catch the last few dribbles.

Scootaloo didn’t mind sharing at that point. She was in heaven. Mouth brimming full of that gooey goodness, the two stallions still licking her from behind the whole while. She swam in pleasure, reveling in just how absolutely inundated she was in sexual pleasure – she gulped down Dusky’s cum in little swallows, savoring the way each one slid slowly down her throat to land heavy and solid-feeling in her belly.

When she finally opened one eye, the first thing she was was Twilight staring back at her. Twilight’s face was plastered with gooey white smears, too. She grinned. “So, Scootaloo, how do you like your first taste of stallion?”

She swallowed the last bit of it and licked her lips. “It’s amazing! I can’t believe I waited so long to do this. So good!”

Twilight’s grin grew a little more self-satisfied looking. “Want some more?”

Looking back at Dusky’s cock, Scootaloo frowned slightly. “I don’t think he’s ready again yet.” It looked like he wouldn’t be ready again for a long while. His once-magnificent cock was shriveling up and pulling back inside his sheath.

Laughing a little, Twilight motioned for Scootaloo to come closer. At first, Scootaloo was a little confused … until a fat drop of cum dripped from Twilight’s nose down onto the floor, wasted. Oh! “Uh-huh! I want more of it!”

Instantly, they were on one another. Scootaloo licked a big fat drop of cum off the side of Twilight’s nose. Twilight moved a bit so she could lick a line of it right off Scootaloo’s lips. Every time Scootaloo felt Twilight kissing cum off her face, it made Scootaloo shiver in a kind of naughty ecstasy she’d never dreamed of feeling before. Or was that due to the stallions still eating her out from behind? Everything was blending together for her, into a huge swirl of erotic bliss that was on the verge of overwhelming her again. And the flavor! Scootaloo never would have guessed she’d like the taste o cum so much! She eagerly sought it out wherever she could find it on the short, velvety fur of Twilight’s face. And there was a lot to find!

Maybe not as much as she would have liked, though. It did run out. And after she’d licked up the very last drop, she was left just kissing Twilight again, savoring the slight aftertaste of cum in her mouth, and enjoying the stallions working on her from behind. As Twilight moaned and ran her hoof through Scootaloo’s mane, Scootaloo pressed her butt back against the bat pony stallions back there, as if she could get them to go deeper that way. For some reason, she really felt like she wanted them deeper.

Twilight seemed to pick up on that. She separated from the kiss momentarily. “You want more, don’t you?”

“Mm-hm!” Her response was more than half a moan – one of the stallions had just latched onto her clit as it winked outward for him. “I wanna be swimming in cock!”

“Well, lucky for you…” Twilight said, drawing closer. She whispered right into Scootaloo’s ear: “My guards have plenty more to give you. I think it’s time for the next step.”

Author's Note

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