The groggy, nagging sensation of consciousness pulls out of your dreams. You slowly open your eyes, taking in the near-darkness around you. The fire's still going, and the candles are nearly out. Magically reloading fireplaces, you're Celestia's gift to the weary. You're not sure how long you've drifted off for, but by the position of the moonlight silhouette on the floor, touching the wall, a few hours at least.

You feel the gentle rise and fall of breathing, lifting your head and the fluff you're nestled in. You look up from your fluff haven. Bug Bite is sleeping, a content smile on her face. You wonder if waking her or going back to sleep would be better. On the one wing, her fluff called to you like a warm embrace, on the other, you were sporting a steel tower to knock Canterlot off it's perch. Yeah... if she saw that she wouldn't let you go. Again. Not for several hours.

Luna, damnit. The lewd thoughts of rutting this mare are getting you in the mood. You just got relaxed and now your second brains are thinking for you.

You can relax afterward. We got a marathon to run!

I'm NOT having this conversation right now with my balls!

Hey! I'm here too!

Yeah! Don't be a dick to Dick! He's done so much for you. For us!

Oh my fucking god. You bury your face in fluff, trying to ignore the strangest train of thought you've ever had.

Bug Bite stirs below you and you look up. Your raging, night-wood is tucked under you, between the cushions and your coat. Not comfortable, but it'll work for now. Oddly enough, it's stimulating in a weird way and you have to keep from grinding involuntarily.

"Please don't smell me, please don't smell me," you silently chant to her.

"Evening, little ghost." You say, sweetly.

"Morning, wood." She smirks sleepily, coming more and more to her senses.

"Really?"

"Really hard, please. I could use a good belly rub... from the inside."

"Ugh, you're the lewdest mare I've ever known." You drop your face back into her fluff.

"You know you like it." She says. You can hear that smirk, it's so obvious. "You're getting hornier the more I talk, so I'm gonna have to talk you into giving me the walk of shame."

"Oh for fucks sake."

"That's the idea!" She giggles cutely.

"Just, gimme a sec. I'm still waking up too."

"You're more awake than me. Crawl over me, and stuff me, Nighty Night." She snickers.

"Not that shit again." You crawl up onto her, the lazy effort of your half asleep muscles feel heavy and unsteady. You feel her tits pressing against your belly, which earns a hard twitch in your cock as it, too, comes into contact with her pillow-y, fleshy, fun-bags. Your head rests again in her floof. Sliding your dick back between her tits, your other head presses to her slick entrance. You grind at it a bit, teasing her and earning a pleading moan from her lips. You push forward and with a soft pop-sensation, you feel yourself slip into her. She sucks in a breath, excitedly, and hums her approval. You shift your weight forward, slipping further and further inside her, her slick walls gripping and releasing your shaft.

"Mmmm! Now that's what I need." She arches her back slightly.

You begin sliding in and out of her, smoothly, calmly, your rod half-flared and swollen inside her. Morning wood, a blessing and curse. She's cooing and her moans are more like squeaks. She's really into this. You never thought Bug Bite would like something so tame. You give a little chortle, your breath disheveling her fluff a bit.

She opens her eyes and looks down at you, smirking at her. "What?"

You thrust, long and slow, "Just thinking. Is this the the first time we've fucked without getting kinky?"

She groans, "N-no. gasp The first t-time was tame as cou-ould be."

"Maybe for you," you grunt, "I caught you trying to slip more than a few things between us."

"Unf! S-such as?" She stammered after a particularly jerky thrust.

You were moving faster, now. That unintentionally hard push driving you to push into her harder. She was bouncing in the seat from your thrusts against her. For such a light pony, she sure seemed to have a weight to her. Maybe it was those huge honkin' tits of hers, nestled so invitingly between her thighs. You feel them undulating around your hips as you thrust.

"Your tentacle collection wasn't even half the size it is now," you groaned, "where would you like me to start?" She blushed at that. Not the strangest thing about this mare, but definitely up there on your "weird shit o meter" that's for sure.

"I'll h-have you know-oh! I only had th-three-" she stammered between moans.

"Dozen." You finished for her, still thrusting into her. "I counted." You could definitely feel yourself hitting her furthest depths. From this position, you were reaching into her deeper than usual. The idea of hitting her womb with the head of your cock got you more excited, even making you give a particularly hard thrust.

She gasped, both at your thrust and your words. "N-no! A good number o-of those where p-part of a set! OH!" She was almost panting now. You could hear faint "eee"s coming from her breathing.

You slammed into her, deliberately. She moaned loudly, both out of pleasure and a slight bit of pain. You felt her twitch a bit around your shaft. You knew she liked it rough, this is nothing new. If anything, that might have just made her hornier than she already was.

"Excuses, excuses," you said, a half-hearted admonishment, "seriously. You're the sluttiest mare I've known."

She bagan writhing now, not able to really focus on conversing. Your words definitely had an affect on her, she liked a bit of verbal abuse during sex, it made her hotter ⁠—or so she'd said. Not much more to do than push her over the edge.

"Like being my cocksleeve that much, huh?" You pound as hard as you can. Slamming into her dripping pussy, her fluids squirting from between her folds. You'll need to remember to throw a towel down.

Bug Bite only moaned and squealed beneath you, throwing her head back, mouth open. Her wings, you notice, are splayed out across the couch as much as they can and about as stiff as your own.

"I'm gonna cum in your used, slutty cunt. Maybe it'll wash all the ink from those tentacles out. Doubt it though. Your stained little twat probably looks like an ink factory."

"I-i-it's p-p-p-pink!" she tries to say indignantly, though the effect is lost in her lust.

Oh, was she close. Her breathing is labored and her short gasps between moans gained volume. Once she got a good lungful of air, that'd be it, tinnitus for a week if you didn't do something before the 'EEE's came. You head her off, pulling her head up to your neck. You bit onto her ear as gently as you could, which prompted an instinctual reaction from her. She latched onto your neck with her fangs, earning a pained moan from you, right into her ear.

Her hips writhing now, she began pushing back into you, rather than just taking it. That nip got her all riled up. You're fairly certain you're bleeding, but for the hazy cloud of lust driving your actions, you couldn't care.

You feel that familiar, desperate pressure behind your dick, the dam was cracking. You hammered into your mare as hard as you could. Her moans and grunts punctuated by slurps of blood and spit. You bit down harder, letting her know through her own haze of lust just how close you were.

She threw her head back again, crying to the heavens with an ear piercing shriek only batponies could make, climaxing and spraying your crotch with her fluids. The sudden motion sent streams and flecks of blood and spit from her mouth and onto the couch, floor, and ceiling above you.

You followed soon after. With a few more thrusts, feeling your head flare inside her, you clenched tightly onto her. Pulling your barrels together in some instinctual need to hilt into her even deeper. You dump load after load of hot seed into her abused pussy, shallow thrusts punctuating every spurt. You felt every pulse of semen fire from your dick and into her like so many over⁠-squeezed tubes of oil paints. She'd be a painted horse on the inside, now. The thought of that made you wish you could dump even more into her, even given the fact that you were practically spilling out of her, anyway.

"Oh, fuck that feels good!" The sensation of a powerful, rippling orgasm and ejaculation had no real equal. Except maybe bat fluff, but that was an entirely different matter.

You collapse on top of a thoroughly worn batpony mare, both of you spent and dripping sweat and other bodily fluids. You lay there, panting for breath, feeling the cool night air rushing in and out of your throat. You keep your softening dick inside your mare, not really wanting the chill of the night air just yet.

She begins licking her lips and fangs, which soon becomes her licking your abused neck. It... stings? But like, in a numb way. You wonder idly if batponies have the same anesthetic qualities as some bats do. Her long tongue is tracing your neck now, dragging lines of fur along with it. The sensation sends shivers down your spine. Eventually, she stops.

Hey," she taps your head with the tips of her nose, "y-you... you gonna get offa me?" She squeaks weakly.

"Still.. waking up. In a minute."

"Lazy," she chides halfheartedly, a lopsided grin on her face.

"And still you let me rail you." You counter, smiling teasingly.

"If you weren't so damn cute and girth-y I'd have kicked you off by now."

You wiggle you hips, slipping your half-mast around inside her.

"Eee! D-don't tease me like that!" she bats a hoof at your head, "we need to get up. I have an experiment to check and you have... whatever it is, to deal with." She said, her thighs clamping together a bit. This had the added benefit of pushing her tits against your pelvis as well as adding pressure on your member.

"You're gonna make me hard again. Me thinks the lady doth protest falsely. "

"You assume right. But, unless you want real, live, eldritch tentacles in the house, I suggest you let me up."

You paused, mulling over the implications, tapping a hoof to your chin. A wicked grin stretched across your face. "Can I watch if we wait long enough?"

She blushed deeply, the rosy tint reached up her ears and down her neck. "It's not the fun kind of eldritch tentacles, dork. These ones spray acid."

You paused. "The fun, melt your lab-coat and stockings kind?" You asked hopefully.

"I wish."

"Fair point." You pulled out of her with a wet pop and a gush of fluids spattering the side of the couch and floor below. You stood up carefully, "alright, alright," avoiding stepping on her still stiff wings. Or, in the puddle around her tail.

"I'm the one with a tentacle fetish?" She shot back, "me-thinks the gent doth closet himself."

You watched Bug Bite attempt to stand, but you might have really just given her the wobbliest walk of shame to date. "There's nothing wrong with watching." You pushed her to her hooves with your shoulder, steadying her as she regained herself. "Besides, I never said I didn't like them... I just don't want them in me."

"Thanks." She looked at you with that thankful, satisfied, come-hither-but-not-really smirk that made her just seem to glow. And not just because her eyes actually glowed, but a glow of happiness and fully-and-sufficiently stuffed.

"Any time. Now, you go waddle your happy ass to your acid spewing, prehensile dicks-in-a-jar. I'll... clean this up. For a start." You shooed her away playfully.

"It's good to see you happy again, Night." And with that, she made her way to the attic rooms on the fourth floor.

Damn... that floof was so-o-oft! You thought back to your pre-nap. Now I just need to make sure her collection doesn't end up in my room while she distracts me with floof, and we're golden!

Another thought strikes you, you run to the bottom of the stairs. "Hey!" You call up the stairs, "do NOT collect my 'samples' again! No cloning! Not even just my dick!"

"DAMNIT!"

Author's Note

So, I feel stupid. I've been sitting on this story in it's mostly finished state for months now. I think I wanted to see it again with fresh eyes when I edited it? Well, oops! Mission accomplished! kek
Anyway, I hope you enjoyed this little romp. I know I liked writing it!