Scootaloo looked up at Twilight and gulped. “Is, um… Is the next step what I think it is?”

Twilight grinned and nodded. “Are you ready?”

“I think so.” In truth, Scootaloo was more than ready. Or, at least her body was. It was starting to feel more and more like everything she’d been through so far had only been teasing, just a slight preview of what was to come. A deep-seated need burned inside her, and she didn’t know quite what to do with it … but she was definitely ready to learn. Or was she? She already had a pretty good idea of what would be involved, but the thought of having one of these huge bat pony cocks inside her was intimidating to say the least. Wouldn’t it hurt? Wouldn’t it split her open or make her pop like an over-inflated balloon?

“You’re not sure?” Twilight looked at her critically. “It’s a big step, and it’s okay if you don’t feel like you’re ready for it just yet.”

Scootaloo resolutely made her decision right there on the spot. “No. I want to do it. I want to try all of it!” It still felt a little scary, but she knew she couldn’t back down now. Not when she was getting so close to satisfying that new need inside of herself.

Twilight kissed her on the forehead briefly before turning around. “Well then, watch closely. Because this is where things get interesting.” She looked over her shoulder toward the remaining bat pony guards. “Hm… Squeaks, how about you? Come on over and let’s show Scootaloo how it’s done.”

The bat pony Twilight called ‘Squeaks’ sure didn’t waste any time about it. He rushed up into position behind Twilight. Like all the other bat ponies – besides the exhausted Dusky – Squeaks’s cock was fully hard and bouncing under his belly, ready to be put into use … and ready to be pushed inside a mare.

Twilight looked over at Scootaloo as she raised her tail for him. “It’s very simple, really, and I’m sure you’ll enjoy it. First, the stallion rears up and places his forelegs on either side of your rump.” She glanced meaningfully back at Squeaks.

He did exactly like she said, leaping up until the front of his body was on Twilight’s back. His cock already jutted up close to her winking pussy lips.

“Then the stallion presses forward, angling his tip in just the right way to place it against your entrance.” Twilight made an involuntary little gasp as the tip of Squeaks’s cock touched her back there, her face momentarily going blank as she was overwhelmed with the sensation of having him there. After a moment of cross-eyed bliss, she recovered. “If the stallion is too rough with a brand new mare like you, it could hurt, but don’t worry. I’ll make sure they’re very gentle with you. It’s going to be nothing but perfect pleasure, a nice firm fullness inside that hits just the right spot.” She looked back toward Squeaks again. “Go ahead. Nice and slow, as if I was a virgin filly.”

Right there in front of Scootaloo’s widening eyes, Squeaks’s tip pressed against Twilight’s pussy lips, pressing their forgiving softness slightly inward before they spread open and enveloped the head of his cock. He started doing slow, gentle back-and-forth movements, each time only going slightly deeper … but more and more of his shaft disappeared into Twilight’s pussy, to be drawn briefly back out glistening-wet with her juices before pressing inward just a bit more.

Scootaloo’s own pussy was winking and dripping like crazy under her raised tail. ‘Yes!’ her body was screaming to her. ‘This is what I want! Give it to me! Give it to me!’

It seemed like it was taking forever for Squeaks to get his whole cock inside Twilight. Scootaloo couldn't wait that long. She needed it now!

“I wanna try it!” she blurted out without even thinking it through. “Let him get on me instead!”

Squeaks paused for a moment … until Twilight looked up at him and shook her head slightly. He resumed pushing inside her. And Twilight … she looked at Scootaloo as if she was unaffected by the huge cock sliding into her, even though her voice had a slight hint of a moan to it. “Oh no. Squeaks is mine for now. But there are three other fine stallions waiting for you over there. Why don’t you pick one? Introduce yourselves, boys.”

“Private First Class Glimmerlight!” “Sergeant Night Spear!” “Captain Midnight Fray!”

Scootaloo stared at the three bat pony guards who’d stepped forward one by one. They all looked nearly identical, and they all stood there, looking all official and everything, standing at attention and staring straight ahead. How was she supposed to pick just one of them? She wanted all of them – she wanted all of them equally. But she had to choose one, right?

“Um…” she gulped, wracked with indecision. “Night Spear?”

“Nice choice!” Twilight said, her voice wavering slightly as Squeaks shoved his cock into her again and again. “Spear’s one of my favorites. He really knows how to spear a mare, if you know what I mean.” She giggled a little. “Then again, they’re all my favorites, aren’t they?” Squeaks pushed into her hard enough to make her squeak a little. “Mmm,” she mewled. “Especially you, Squeaks!”

Scootaloo’s attention was taken away from watching Twilight when Night Spear came up to her. He gave a polite nod of his head … and also a very primal-sounding whicker that sent her tail shooting upward all over again.

She looked up at him. “Um… Mister Night Spear, Sir?”

“Please, just call me Spear.”

“Okay, um, Spear…” Scootaloo knew what she probably should say. Something along the lines of ‘Are you ready to fuck me now?’ But for the life of her, she couldn’t figure out any way to say it that didn’t seem horribly awkward and super-weird. “Um…”

He leaned down and nuzzled her cheek a little. “Don’t worry. There’s nothing to be afraid of. I know how to be gentle, and I promise you’ll feel only pleasure. No pain. If you’re ever uncomfortable at all, just say ‘Stop!’ and I’ll stop right away, okay?”

“Um… Okay.” She gulped. Well, now was the time, right? Right?

Even though she wasn’t quite sure she was ready yet, her body definitely was sure. She could feel her pussy winking like crazy under her raised tail, dribbling hot juices down her thigh. She could do it. She could really do it. Right now! It made her fur stand on end, made her insides churn … and she couldn’t quite figure out if she was full of fear or full of excitement. But one thing was sure – she was about to be full of this stallion’s cock!

Forcing herself to make the plunge into these unknown waters, she turned around and braced her hind legs slightly apart, putting herself on full display for him. She felt so exposed, even though he’d already licked her there. Or had that been one of the other stallions? It was so hard to keep track of them. But this was different. This was going to be so much more!

Spear was every bit as slow and gentle as he’d promised to be. Since he was so much bigger than her, he could still reach the ground with his forehooves as he straddled her, which meant he didn’t have to put hardly any weight on her back.

And then she felt it. Just a warm, gentle touch right against her pussy lips. The tip of Spear’s cock.

“Ready?” Spear asked.

Scootaloo couldn’t find it within herself to say anything, but she nodded. Her insides were burning for him. She had to find out what it was like!

Soon – though not soon enough to satisfy the need inside her – she did find out. Spear’s cock pressed more firmly against her pussy lips, gradually spreading them apart. It slid into her so gently and gradually that she wasn’t even really sure exactly when it happened. At one point, he was just pushing against the outside of her entrance, and at another point he was definitely inside her … and she really wasn’t sure when one had became the other.

She really felt it now that it had happened, though. It spread her open inside, squeezing her almost uncomfortably wide. He was so much bigger than her! She could really feel that her little pussy had never been meant for a full-size stallion like him, even though he only had a tiny bit of his cock inside her.

“So big!” she managed to squeak out, feeling that thick warm mass prying her open from the inside out.

“Do you want me to stop?”

“No!” That was an absolute certainty in her mind. Already, she was feeling a buzz of deeper pleasure than Twilight had given her, touching places Twilight’s tongue could never reach. “Put it in me! Put it all the way in me!”

He did, but not fast and rough like Scootaloo had meant. He eased his cock into her gradually and carefully, making sure she was comfortable all the while.

At first that annoyed her. She was burning with need inside – how could he keep her waiting like this? But soon she was glad for how gentle he was being. It wasn’t just the way his cock stretched her and rearranged her from the inside. That, she felt like she could handle – the discomfort of that was more than made up for by the hot throbbing waves of pleasure flowing out of every little movement he made inside her. No, the moment she really became grateful for Spear’s caution was when he finally went as deep as he could possibly go, when the broad, powerful tip of his cock butted right up against her little filly womb.

“Aah!” she cried out. “It’s—!” She didn’t even know what to call it. It wasn’t painful, not exactly, not with how gentle he was being with her. But it was so intense! She couldn’t take it! She felt like her legs were going to give out and drop her on the floor.

“Okay, okay,” Spear said. “So that’s your limit. Don’t worry. Now that I know how much you can handle, I won’t give you more than you can deal with. You can relax now.”

He was right. She could relax now that he’d pulled back slightly. Even though she felt stuffed full to bursting with his big hard cock inside her, the discomfort was gone … and she was quickly beginning to trust him enough to believe he wouldn’t go too deep again.

Spear nuzzled her neck. “Ready to start again?”

She looked over at Twilight, at how much the older mare seemed to be enjoying being absolutely rutted by Squeaks – tongue hanging out, eyes rolled back, tail high, and pushing herself harder against him with every thrust. Wow … to feel like that… “Yeah,” Scootaloo said. “I’m ready for it!”

Maybe she hadn’t been ready for it. When Spear started thrusting in earnest, the pleasure of it just about wiped her mind blank. All she felt was the push-push-push of his huge cock into her, the way her inner walls glided across his shaft, the way her entrance winked and squeezed around his medial ring when it passed in and out of her. Nothing but big pulses of intense ecstasy running through her with every careful thrust. In no time at all, she was in even worse shape than Twilight, absolutely begging for more with every bit of her body … and only her body because her mind was basically gone.

Well, not her whole mind. There was at least one little part of her left in good working order. And that part of her knew exactly what it wanted.

Craning her head to the side, she could just barely see past Spear’s foreleg to where the other two bat ponies patiently waited. “Um, Glimmerlight?” she said, her voice strained from both unsure hesitation and the massive cock inside her that felt almost as if it was pushing all the air out of her lungs with every thrust. “Can you, um, come over in front of me?”

As she was starting to expect from these stallions, he did exactly what she asked for, right away. She’d been a little unsure if they’d do this kind of thing without Twilight telling them to first, but the desire was growing inside her too much to wait for all of that.

Even better, Glimmerlight seemed to know just what to do. All Scootaloo had to do was open her mouth and stick her tongue out, and he was already rearing up, holding onto Spear’s withers to steady himself and feeding her the tip of his cock.

That hit the spot. Scootaloo moaned around the tip of Glimmerlight’s cock as she enjoyed Spear spearing her from behind. She’d been craving more, and now she finally had it! She had more! She had all she could take! Her whole world was full of bat pony stallions and their big hot cocks.

Luckily for her, Glimmerlight seemed to know her limits better than she did, never pushing too hard into her mouth, even when she tried her best to entice him into it. And her pussy squeezed down all the more enthusiastically against Spear’s measured, rhythmic thrusts. It was like each source of sexual excitement was feeding back into the other one, making the other more intense!

What she’d done hadn’t escaped Twilight’s notice, either. Scootaloo could just barely see from the corner of her eye the way Twilight was looking at her approvingly.

It seemed like Twilight had been waiting for that moment of eye contact. “Midnight,” she said to the last remaining bat pony – besides the quite spent Dusky – who was patiently waiting. “I think I’ll have what she’s having.”

Twilight winked at Scootaloo. Cock still in her mouth, Scootaloo winked back. It was a nice little moment of connection. Even after all they’d already done together, it made Scootaloo feel like she was sharing herself with Twilight in yet another new and special way.

That wasn’t all Twilight had in mind, though. Just before Midnight mounted her from the front, she glanced up at Squeaks. “Why don’t you switch it up a little?” she said with a special wink just for him. Despite dealing with two stallions at the same time, Scootaloo couldn’t help but watch. Squeaks pulled his cock out of Twilight – now glistening wet – nudged it up a little higher, and then pushed it back inside her just as Midnight reared up and gave her his cock to suck on. Both of them pushed all the way inside her at the same time, almost perfectly synchronized.

If Scootaloo’s mouth hadn’t already been stretched wide around a bat pony’s cock, her jaw would have dropped. Had Squeaks really just shoved his cock where it looked like he did? That was another thing her aunts had never taught her about!

She had to try it!

As Twilight’s two stallions really started using her from both ends, Scootaloo pulled her mouth off of Glimmerlight’s cock. “I want to try it!” she shouted heedlessly, her lips still dripping from when she’d been struggling to suck him.

“Huh? Try what?” Glimmerlight asked. And although Twilight’s mouth was much too full for her to say anything, she was definitely watching with interest.

Still reeling with the new pleasures of being taken by a stallion for the first time, Scootaloo had to struggle just to stay coherent. It took her a moment to realize she’d been a bit unclear. “I want Spear to put it in my butt – like what’s-his-name did with Twilight!”

That was apparently crazy enough to bring everypony to a halt for just a minute. Twilight tapped on Midnight’s thigh urgently, which was apparently the signal for him to slide his long, thick cock out of her throat. “His name is Squeaks,” she said, her voice sounding oddly hoarse from her throat being so freshly pounded. “And … are you sure? It’s not an easy thing, and I wouldn’t really recommend it for a first-timer, especially with such a size difference…”

“You said you were going to teach me everything!”

“Well, okay…” Twilight took a deep breath and shook her head a little. It was weird seeing her move like that with Squeaks still deep inside her ass. She looked above Scootaloo, at Spear. “Take it very gentle with her, Spear.”

His weight shifted on top of Scootaloo as he answered with a crisp salute, “Yes Ma’am!”

That was only the beginning of him shifting around, though. As he slid his cock out of her, Scootaloo went back to licking Glimmerlight’s shaft, just to tide her over. She knew she wouldn’t be empty for long, and she was about to experience a whole new kind of sexual pleasure, one she’d never even imagined before!

After only a moment, Spear was ready. His tip, slick with her own inner juices, pressed lightly against her tail-hole. It felt so strange, touching her there. Not pleasurable in quite the same way. It still felt really good, but different. Just … a bit weird. Kind of like when Twilight had licked her back there. She was sure it would feel even better once he put it in, though. Why else would Twilight want to take a stallion in there?

“Are you sure you’re ready?” he asked.

Why were they making such a big deal out of this? “Oh yeah!” Scootaloo said, taking Glimmerlight’s cock out of her mouth just long enough to say so. “Shove it in me already!”

Spear didn’t shove. He pushed slightly, barely more than a nudge. All it did was put a little pressure against her asshole. Didn’t go inside at all. Still, she figured Twilight must have been right about taking it slowly, so she tried to tamp down her impatience and just focus on enjoying Glimmerlight’s cock in her mouth for now.

Even as Spear pushed harder, though, nothing seemed to happen. It was just starting to get uncomfortable back there.

“Try to relax your anal muscles,” Twilight said, confusingly – what did that even mean? She seemed so nonchalant about it, as if she was a teacher teaching a student any old kind of lesson that didn’t involve so many cocks. “Otherwise, it might—”

“Aah!” Scootaloo screamed as Spear’s cock squeezed her ass open and went a little way inside. It didn’t feel little, though! There was an intense, burning pain back there like she was being split open from the inside, and while his cock had felt big in her pussy, inside her ass, it felt like he was trying to push one of Canterlot’s towers into her. “It … it hurts!”

To Spear’s credit, he stopped right away, quickly but gently pulling his cock back out of her ass. But it still hurt back there, even after he’d pulled out completely.

Twilight teleported right in front of Scootaloo instantly, leaving the bat ponies who’d been on top of and inside her to tumble to the floor. Glimmerlight almost took a tumble, too. “Are you okay?” she asked breathlessly. “Do you want to stop?”

“I’m…” It took a moment for her to catch her breath and feel what her body was telling her, but now that Spear’s cock wasn’t wedged somewhere it never should have been, the pain was subsiding … but the deep, insatiable hunger was still there, as strong as ever. “I’m okay,” she said, finally. “But, um, can he go back to what he was doing before?” That had been way more enjoyable.

“Of course you can!” Twilight kissed her on the forehead. “Just let me do a quick little cleanup spell first.” Twilight’s horn glowed briefly, and there was a little szurp sound from behind. “There,” she said, “you should be all good to go now. That will have taken all your lubrication off of him too, though, so take it easy at first.”

For a moment, maybe a moment too long, Scootaloo looked up at Twilight, her heart brimming with thankful feelings … even as Spear started working his way back into her pussy and filling her with an entirely different kind of feelings.

Twilight seeme to know just what that look meant, though. “You want a little bit more of me, don’t you?”

A little bashfully, Scootaloo nodded. She might have also gasped a little when more of Spear’s big cock wedged its way inside her tiny pussy.

“Well that can be arranged.” Twilight smiled wide. “Glimmerlight, why don’t you lie down on the floor there and get ready for my ass. Midnight, come on over here and let me finish you up.” She grinned at Scootaloo. “And you… I think once I get in position, you’ll know just what to do.”

By the time Spear worked his cock all the way back inside, everything Twilight asked for had come to be. Glimmerlight was lying on the floor, his cock protruding upward for Twilight to ease her ass down onto, Midnight was standing over her head so she could swallow his cock again, and her pussy was spread wide right in front of Scootaloo, just begging to be kissed and tasted.

Scootaloo didn’t quite get to it right away, though. For one thing, Spear was really starting to thrust inside her again, and that was very distracting. Those now-familiar waves of pleasure were washing through her again, drowning out any residual twinge of pain from her tail-hole. But the real reason she just stood there, staring down at Twilight as Spear pounded from behind, was that she was for the first time getting a close-up look at what Glimmerlight was doing to Twilight’s ass. It was mesmerizing. The slick contours of Glimmerlight’s cock slid so smoothly in and out of Twilight’s tail-hole. The slight ponut of her entrance rippled and flexed as that cock slid in and stretched mind-bogglingly outward as it slid out of her. Every time his medial ring popped in or out, it made the whole area jiggle a teensy bit, even her pussy lips!

Focusing on the slight jiggle of Twilight’s pussy lips was what brought Scootaloo’s mind back enough to realize what Twilight wanted, what she wanted, the whole reason Twilight was spread out right in front of her in the first place. Before she could get distracted by the cock in Twilight’s ass or the one in her own pussy again, Scootaloo leaned down and started licking for all she was worth.

Who knew if Twilight really enjoyed it that much or if she was just putting on a show… But if ti was a show, it was a pretty convincing one. She moaned deeply around Midnight’s cock, her body tensing and flexing in captivating ways that Scootaloo could really only barely see – mainly just a view of Twilight’s teats stretching a little and her belly pulsing. Wow … what a gorgeous mare!

And what a gorgeous cock she was sucking! Scootaloo’s mouth watered – making her licks all the juicer – as she watched the thick base of Midnight’s cock going in and out between Twilight’s lips. And those big, bountifully full balls dangling so tantalizingly close!

It made Scootaloo appreciate all the more how big and powerful Spear’s cock felt inside her. Since the bat ponies all looked so similar, she could basically imagine that was exactly what Spear’s cock would look like, sliding in and out of her own pussy lips instead of Twilight’s actual lips. And she could feel the whole thing inside her, stretching her perfectly in every way.

She was just drowning in sex, and she loved it! Pussy in her face, cock in her pussy. And the whole room smelled of sex! Twilight’s scent powerful in her nose, making her whole face damp. The musk of all these stallions. The slight whiff of her own scent being spread as her pussy juices dripped around Spear’s heavenly cock.

Scootaloo couldn’t help it. She wanted this to keep going forever, but she knew it was getting too far. Just as she was nearing her own peak of pleasure, she saw Midnight pulling almost all the way out of Twilight’s mouth … before his cock began rhythmically straightening and flexing. She could see each burst of cum traveling down his cock as it was pumped straight into Twilight’s mouth. It was just too overwhelming of a sight. Her pussy squeezed tighter and tighter, which only made the pleasure greater. She couldn’t hold back!

“Mmmm!”

Twilight’s soft, juicy pussy muffled Scootaloo’s uncontrolled moan as she once again reached her breaking point. Her own pussy squeezed down hard around Spear’s still-moving cock, milking him for all he was worth. “Please,” she panted, “please let this last forever! Don’t ever stop!” Just like before, a massive, uncontrollable wave of pleasure crashed over her, absolutely devastating her. She couldn’t breathe, and she didn’t care. Even if her face hadn’t been crammed up against Twilight’s pussy, her body was too busy convulsing around Spear’s marvelous cock to do silly mundane things like breathing. Her orgasm gripped her just as tightly as her insides gripped Spear, and it would not let go, not even as the edges of her vision started getting a little dark and blurry.

Somehow, moving herself around before Scootaloo’s fuzzy brain could even come to grips with what was happening to her, Twilight managed to pull herself away from the stallion in her ass as well as from Scootaloo’s mouth. At first, Scootaloo pined for the loss … until she found Twilight’s face right in front of her own – cheeks full and lips dripping white. Scootaloo’s mouth opened, acting purely on orgasmic instinct. That’s when Twilight kissed her.

Still-warm cum flowed into Scootaloo’s mouth just as irresistibly as the flowering heat of her own orgasm flowed through her body. What little slipped out of her mouth, Twilight helpfully licked off her muzzle and fed to her again.

“I can keep them going as long as you want,” Twilight said. Her sly grin still dripped with Midnight’s cum. “Just say the word, and you’ll have as much as you can take.”

Scootaloo grinned back up at Twilight and drank deeply of both cum and the sensations coursing through her body, willfully drowning in the electric feel of her orgasm and gooey taste of pure sex, straight from Twilight’s mouth. And as Twilight leaned in to kiss her again, the overwhelming heat blooming inside her just seemed to wash over all of her like a comforting blanket and…

* * *

Twilight pulled her mouth off of Scootaloo’s so that she could get a better look at the filly.

Yes, it was true. Scootaloo had passed out from orgasming too hard. Again. She was just lying there, drooling cum out of her mouth onto the floor. Wow, that little filly really had it in her, didn’t she? She gave her all to everything she did!

“Hm… I guess that’s about as much as Scootaloo can take” she said to herself. “We’ll have to work on that stamina of hers. I have to admit, seeing her pass out from enjoying it so much is awfully adorable, though.” She nudged the filly’s muzzle to the side, out of the puddle of cum, just to be sure that Scootaloo would be able to breathe easily enough until she woke up.

“Uh, Princess…” Spear, still holding Scootaloo’s rump between his hooves, looked a little red-faced and desperate. “I’m … I’m getting pretty close. Should I…?”

Tempting… It would be pretty hot to watch Spear hump out his last few thrusts inside the filly’s limp body before finishing inside her. But no – probably shouldn’t. She looked up at the stallion with a sly grin. “Why don’t you finish inside me instead? My pussy still needs filling!”

Author's Note

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