Chapters They had talked about it for several weeks and they were finally here. Aerial Ace looked over to his partner, Cozy Glow. She smiled up at him and waited. He swallowed hard and looked back at the door in front of them. He looked back to Cozy as she stared at him, and nervously cleared his throat.
“We’re sure about this, right? I mean, I know we’re open with our relationship, but I love you, my little filly. Do we want to officially work on expanding our herd?”
Cozy Glow’s cute features melted away into a scowl, “We already talked about it. We walked through these freaky woods to get here. Now you get your butt in there and ask for that potion!”
Ace swallowed again and turned towards the door. As he raised his hoof, he heard a voice come from within. “I hear you out there trying to decide. Please, just come inside.”
Ace pushed the door open to a blast of exotic odors that made his head go fuzzy. He shook himself to regain his bearings as Zecora added another ingredient to the cauldron that dominated the middle of the room. “I see you’ve finally decided," she remarked, "to just come in and avoid being chided.” She chuckled as she reached for another ingredient to add to her shimmering magical serum. The contents of the cauldron changed from green to bright pink, but some quick stirring brought it back to its previous color.
Zecora looked up from her work and caught Ace’s eyes once more. “You are not ready to ask your question, I see, since you are just staring at me.”
Ace blinked and shook his head again. “Yeah. Sorry about that, Zecora. I do have a request... Cozy and I were wondering…” He sighed and squeezed his eyes shut.
Taking a deep breath to steel his resolve, Ace opened his eyes and looked into Zecora's. “Cozy and I have decided that we want to expand our herd, so we came here to see if you had any potions that might help other mares be more attracted to me.”
Zecora’s eyes narrowed. “Mind trickery is not a realm in which I dabble. Tell me, Ace, why would you seek to join such rabble?”
Ace stepped back, shaking his head. “No, no, no. I don’t want to trick anypony. I just want something that will...give a little push to the ones that are already attracted to me, if you know what I mean.” Ace flashed his most charming smile.
Zecora's glare softened and she let out a sigh of relief. “Ace, my friend, you led me to worry. I was afraid I’d have to end our friendship in a hurry." She rubbed her hoof on her chin, lost in thought for a moment. "I do have a potion that will do the trick. You stay right here—I’ll be back in a tick.”
Ace let his eyes wander to Zecora’s gloriously round haunches as she walked away. The two of them had been friends for a long time, including several occasions of a more physical kind of friendship. Ace considered asking her if she'd like to join his herd, but abandoned the train of thought when she returned with another bottle. It gave off a light pink glow, accompanied by a pleasant, almost disarming warmth that filled him more the closer Zecora came.
“This potion will do as you desire, stirring existing emotions a little bit higher. But hear this warning that I say: Once you drink it, you'll have but a day.”
Ace nodded as he reached for the bottle. “Awesome! Thank you so much, Zecora. How much do I owe you?”
Zecora let loose a small chuckle and pulled the bottle away. “It's been a while—” She wiggled her eyebrows at Ace. “—since I’ve ridden in style.”
Ace swallowed and felt his withers tremble as Zecora set the bottle down on her table and pulled him in towards her bedroom. Then his ears perked as her sultry voice began her seductive verse.
Making love with you there’s never a catch I love to slide down your massive member Your penis penetrates my sopping snatch Your rigid rod stokes my inner ember
She ran her hoof from his Crest to his Croup, her light touch expressing both her gentle nature and her deep passion.
How long it’s been I cannot remember The feel of a stallion in my garden A lover’s embrace I miss so tender Feeling his PIllar of Passion harden
She brushed her tail up between his legs, her soft tuft teasing his shaft and tickling his sack.
If I take too long, I beg your pardon I may just have to take your punishment As you pound me harder with your hard on And my pussy drinks up it’s nourishment
She began stroking down his withers, her hoof slowly sliding to his inner thigh.
I shiver, I wink, I beg to begin As I climb on you and take you within
Zecora pushed him back onto the bed and climbed on top of Ace’s chest. She embraced him in a deep kiss, their tongues wrestling but neither desiring dominance. Their hooves explored each other, enjoying the sensual company, and friendship they shared.
Zecora rose to tend to her potion as Ace laid on her bed and watched her through the doorway. He tore his eyes away from her pussy, just visible under her tied-up tail as it leaked a small stream of white to the floor. “You know, Zecora, we’ve been friends for a long time. Since Cozy and I are looking to grow our herd, why don’t you join us?” He looked around her hut and then planted his eyes on her. “I would like that.”
“I agree with what you say, but it is not my way.” She walked back over and gave Ace a kiss on the cheek. “Go and meet your Cozy Glow. She is waiting impatiently, I know.”
Ace nodded and gave the zebra a strong hug before turning and walking to the door. In the doorway, he turned back to his favorite zebra once again. “I’ll try and visit more often. I know you get lonely out here sometimes.”
Zecora smiled and waved him off as if to shoo him away. He smiled back and left the hut. He would definitely be visiting more often.
Ace walked out of the Everfree Forest with Cozy waddling behind him, only to find themselves near Fluttershy's cottage. "Golly, you took so long rutting Zecora, you forgot which path we took to her place." Cozy paused, looking at the nearby cottage as opportunity dawned on her. "Speaking of rutting..." Cozy flew around in front of Ace and jammed the potion bottle in his mouth.
He barely managed to avoid choking on the liquid as it slid down his throat. As he finished swallowing the potion, a warmth spread through him, the feeling of raw charisma touching his every nerve. Cozy waved her hoof to get his attention and pointed at the cottage. "Time for a test run, don't you think?" Ace nodded with a giddy smile and walked up to the door to Fluttershy's cottage and gave it a few hearty knocks.
The bumping and shuffling sounds of numerous small animals inside were accompanied by a squeak of surprise that most definitely did not come from a small animal. Ace tried to knock on the door again, but Fluttershy opened the door a crack. Ace's hoof kept moving and knocked the door out of Fluttershy's hooves, pushing it open all the way. The smell of estrus slammed into his nostrils causing his fifth leg to make itself known.
"H-hey, Fluttershy," Ace stammered between gulps of the pheromone-filled air. "Cozy and I got a little turned around in the Everfree and ended up here at your cottage. Would you mind if we came in and rested for a bit?”
Fluttershy cowered in embarrassment. Even she could tell he knew what she was going through. She wanted to tell him "no", anything to avoid the shame of being like this around somepony else. Her mane was all frazzled, her eyes red from lack of sleep. This season was proving one of her worst yet. But the option was there to get it all over with right now —this strong, virile stud was here now, and he was obviously ready to breed from all the activity going on near his groin.
Ace flashed a winning smile, watching the fear melt off her face as her gaze turned to his cock as it slid out of its sheath. Finally, she nodded and waved them into her cottage.
Once inside, the smell made Ace’s head start spinning. His cock, which had already dropped, soon sprang to life, throbbing and bumping his chest as he walked over to the couches. He tried to maintain at least a little propriety by staying standing to hide his rod as best he could, but Cozy shoved him toward the couch. "Sit down, Ace," she said with a slight growl. "Be a good guest for your next herdmate."
Ace acquiesced and seated himself on the couch, allowing his cock to stand proud and hard, pointing straight up to the ceiling. Fluttershy watched with rapt attention, her jaw slack and a bit of drool escaping her bottom lip as Ace's cock came into better view. When both Ace and Cozy looked around at her, she jumped and tried to regain her composure. "I-I'll get you some snacks," she stuttered out and, with a last longing glance at the meat pillar on prominent display, left for the kitchen, trying and utterly failing to keep her tail from flagging and bobbing as she went.
As soon as Fluttershy was gone, Cozy Glow kneeled in front of Ace and pushed his now painfully hard cock into her maw. Between the pheromones in the air and the relief of having somepony's mouth on his aching stallionhood, he couldn’t even be bothered to try and stay quiet, groaning loudly as he lost himself to the sensations Cozy's well-practiced mouth and tongue were giving him. She wasn’t trying to take his whole length—his flare was barely past her lips—but she was sucking as hard as she could while her tongue circled his head and teased his meatus. The entire situation left his mind on the verge of melting.
A loud crash and clatter broke Ace out of his lustful stupor. He opened his eyes and saw Fluttershy staring at them from her kitchen door. She'd dropped the tray of food she'd been preparing on the floor and was now staring intently at where Cozy Glow was on her knees, tending to the cock she was now certain beyond a doubt she needed inside her.
Cozy pulled her muzzle off of Ace's cock with a loud pop.“You got my poor little Ace all worked up, you naughty pegasus," she said, her tone accusatory. "Are you gonna come and apologise for what you’ve done?”
Ace watched the shy mare begin to slowly walk towards them. Her flagged tail lifting even higher while her haunches almost imperceptibly wriggled back and forth. She kept fluffing her wings as if she was preparing for something, and her eyes never left his painfully throbbing member. She was taking slow deep breaths and letting them out slowly, as though she was smelling him, taking in his scent as much as he was taking in hers. His hips twitched as she got closer, her growing scent beginning to break down his rational mind.
When she was only a few steps away, her flanks shuddered and she stopped. She turned around and presented herself to him. Haunches hitched and head on the floor, she reached back and pulled her long tail to the side and finally let him see her dark, winking pussy. Ace began to get off the couch to mount her, but a small hoof on his chest stopped him.
“You have to get him ready first, Fluttershy. You can’t just beg him to mount you. Where are your manners?”
Fluttershy’s whole body was shaking visibly, her pussy winking and dripping uncontrollably. She looked back at Ace and he almost missed it when she whispered, “Please.”
“He doesn’t even think he wants to anymore. What kind of terrible hostess asks her guests for something before she makes sure they’re taken care of?”
A small whine escaped her muzzle, but she let her tail go and got shakily back to her hooves. She turned toward them, her flushed face nearly beaming through her mane, and took a few more shaky steps until her snout was just a few inches away from Ace’s turgid tool. Sticking out her tongue, she gave his shaft a nervous lick to catch the dripping pre.
"Keep going like that," Cozy and Ace said in unison, one commanding and the other groaning in bliss.
With building confidence, Fluttershy placed her forehooves on the edge of the couch and opened her mouth wide to take in as much of his flesh as she could. The sudden action took Ace by surprise and he let out another moan as Fluttershy began bobbing her head up and down on his shaft like a pro. Her tongue swirled around his shaft, making sure it was good and slick as she slid further and further down.
Ace moaned as Fluttershy worked her glorious mouth around his shaft. Ace was even more surprised when, as his tip reached the back of Fluttershy's mouth, she didn't so much as gag before swallowing his cock down, allowing it to slip into her throat with ease. She'd clearly practiced on somepony—or possibly somecreature —and the thought of Fluttershy being a complete slut sent him over the edge. As he cried out, Fluttershy instantly pulled back, leaving just his flare and tip in her mouth. She sucked and licked at it, coaxing the impending eruption in her mouth.
The first shot bulged her cheeks out and Ace thought she would lose some but she swallowed quickly, just in time for the second shot. Ace watched through his blissful release as Fluttershy took shot after shot into her mouth and never lost a single drop. His hindquarters were shaking as Fluttershy sucked the last dwindling drops into her masterful mouth. She released his cock and reached up to draw him into a deep kiss. Her cum soaked tongue shoved its way into his mouth, and he enjoyed the taste of himself mixed with her saliva. She broke the kiss, trailing little kisses all the way down to the base of his still-rigid rod.
She dragged her tongue across his balls before she got up and turned around, grabbing her tail and presenting her glistening, winking pussy to him again. “Now, get over here and fuck me hard before I tackle you myself and ride your cock until you run out of cum." Her face softened slightly. "...I-if that’s okay with you.”
Ace didn’t have to be told more than once. He jumped up from the couch and mounted her back. He lined himself up and lost himself in the rut. His cock slid into her effortlessly, her pussy squelching as he stuffed his medial ring into her and ground over her G-spot. Fluttershy moaned loudly, causing the animals in the cottage to poke their heads out from their hiding places. Ace began rutting her, causing her moans to become grunts of pure ecstasy.
Angel, the sole exception to the hiding animals, poked his head out to see what his owner was moaning about. It was usually his job to help her deal with her heat, so when he saw the stranger mounting her, he was understandably shocked and betrayed. But this year he hadn’t been able to help her, so maybe her getting some other help wasn’t that bad. As he came to acceptance, he also came to notice where Fluttershy's moans were coming from: her mouth. His pecker protruded as a deliciously devious idea occurred to him.
He hopped over to Fluttershy, tapped her once on the nose and, without waiting for so much as a nod in response, thrust his little rod past her lips and over her tongue. For a little while, he was content to let the pegasus rock into him as she was forced forward by Ace's rutting, but he soon began to meet her lips with thrusts of his own. Fluttershy moaned as she cradled Angel's tip on her tongue until he began to convulse and twitch in the throes of his pre-orgasm. He gripped her nose with his little paws and started thrusting into her mouth as hard as he could. He felt his load building and jammed his little cock into her mouth as hard as he could.
His load was bigger than most would expect. Where Angel put it all, even Fluttershy didn't know, but his loads could easily satisfy any mare. As a perennial enjoyer of Angel's prodigious output, she knew to expect more than a few mouthfuls of rabbit semen. Angel's first shot alone puffed her cheeks out nearly as much as Ace’s had. One, two, three shots, all swallowed by the eager pegasus. Four, five, six more shots, each eliciting guttural moans and slurping from Fluttershy’s lascivious lips. Angel collapsed onto the floor when she had finished sucking him dry.
Fluttershy giggled a bit as her pet keeled over and started snoring. “Oh, Angel.”
Her loving words broke Ace out of his rut-induced rhythm. He accidentally pulled out too far, letting his cock fall out of her pussy, and tried to get back in, jamming his cock straight into her puckered ponut. The juices slathered all along his cock were more than enough lubrication and he shoved in rather easily. Fluttershy yelped at the surprise entrance into her exit. Ace soon realized what had happened and leaned forward to see if she was okay, unintentionally pushing even more of himself into her tailhole.
Fluttershy, quickly adjusting to the feeling of having such a large object jammed up her butt, gave him an encouraging smile and wiggled her rump just a little to show him she was ready to keep going. Ace began pumping into her ass, biting his lip as her sphincter held his medial ring inside. Fluttershy began pushing back to meet each of his thrusts, soon reaching their previous rutting rhythm. Loud smacks mingled with their moans and grunts while the animals around the room continued watching them.
“Oh, fffffffuck!” The exclamation caused Ace and Fluttershy to turn and watch Cozy Glow cum all over her hoof, spraying her juices across the floor. Seeing Cozy and smelling her juices mixed with Fluttershy’s heat pushed Ace over the edge. He slammed his cock as hard as he could into her ass, hilting himself in her butt, and pumped her exit full of his seed. Rope after rope exploded inside her taint, coating her colon with copious volumes of cum.
Ace grunted and stumbled back to fall on his ass. Fluttershy's newly-stretched tailhole leaked a fair amount of Ace's cum as his flare roughly exited her body, the trickles of white running down and around her pussylips to drip off her winking clit. He sat there panting, staring at the wet yellow pussy in front of him as his cock softened. He was feeling like he was ready to go to sleep, just like the little rabbit, but Cozy, wearing the sternest glare he'd ever seen on her cute little face, had other plans.
“You are not done, mister. You have a mare to breed. Look at her!” Ace glanced around Cozy to see Fluttershy’s longing eyes boring into his own. He looked back to Cozy and she continued, “Now, you get up and you breed this slutty pegasus like it’s the last time you’ll ever cum.”
Ace tried speaking up, “Cozy, my cock is—”
Cozy grabbed his limpening cock, shoved it in her mouth and started sucking. She licked every fold and flap, getting it nice and clean for re-entry into the pouring pony pussy behind her. She swallowed his tip and began working her way down to his crotch. It was working and he felt his cock begin to twitch once more, but it was the quiet words of Fluttershy that really woke his cock back up.
“Please, Ace. Give me your foals.”
Ace was at attention once more. Cozy was moaning around his cock, clearly losing herself in the impromptu blowjob. Her swallowing gripped and squeezed his cock, bringing him close to orgasm. Ace put his hooves on either side of Cozy's head to still her motions. The sight of her eyes gazing up at him as his cock was buried in her throat nearly made him blow his next load right there, so he desperately gestured to the heat-stricken mare behind her. She let out a disappointed whine, but nevertheless relinquished her throat's hold on his cock, slowly pulling off of him with a small *pop* as his flare cleared her lips.
Cozy moved out of the way as Fluttershy scooted back to rub her hot hood along his penis. Her heat penetrated Ace to his core, warming up his very soul. He shuddered as Fluttershy lifted herself up to line her pussy up with his tip. He guided his flare to meet her folds and sucked in a hard breath as she pushed back to impale herself on his rod. Sweet Celestia, her snatch was even hotter than it was before. Ace felt as though he were driving his penis into a volcanic vent. He spasmed a little as his sensitive, well-used cockhead bottomed out in the yellow mare's luscious lower lips.
He was about to rise from his seated position when Fluttershy started grinding back into him. He felt himself slowly being pushed back until his back was against the couch. Fluttershy was grinding against him so hard, his balls were being squeezed between his pelvis and the floor, causing him more pleasure than he ever thought it would. Their mutual moans escaped their muzzles as they took their time enjoying eachothers nethers.
A glance at Cozy showed that she was relaxing on the other side of the table watching them. A serene smile on her lips was a rare and treasured treat for Ace. He blew her a kiss while Fluttershy kept grinding into his loins. Cozy Glow stood and walked over to nuzzle her stallion, trailing kisses along his neck. She hopped up onto the couch behind him and began rubbing and nipping at his ears. Ace shuddered from his crown to his cock as the two mares took care of him on both ends.
He began to feel the build up in his loins once more. His breath quickened and he grabbed Fluttershy’s flanks to pull her harder into his thrusts. Cozy intensified her licking and nipping of his ears. He felt Fluttershy’s pussy, wet as it already was, get even wetter and hotter as he pulled her back to slam into his crotch. He was so close, his balls were aching, especially since he already came twice. Cozy pulled his muzzle back into a passionate kiss, her tongue forcing its way into his maw and taking control. He grunted into her mouth as he yanked Fluttershy back one more time and held her there to unleash his largest load of the day.
Kissing his Cozy while he emptied his balls into Fluttershy’s hungry twat made his head start to spin, but he didn’t stop. He held Fluttershy and ground into her pussy with each shot of cum filling her innermost chambers, her pussy helping as he felt it gripping and squeezing his shaft, hungry for his cum. He simultaneously suckled on Cozy’s tongue as though it was his only source of sustenance, silently praying that this euphoria would last forever. As his shots ebbed, he released Cozy’s tongue and pulled away for much needed oxygen. He saw Cozy’s cute smile right before collapsing onto his side. The last thing he heard were soft coos and elated giggles as he drifted off to sleep.
Ace didn’t know how long he had been asleep when he was woken up by a muzzle licking his shaft. He let a small groan escape his lips as the tongue wicked through his folds and tickled his meatus. He was enjoying the attention and didn’t want it to stop, but it did. The muzzle between his legs trailed kisses up his barrel until it met with his own in a soft, loving kiss. He opened his eyes to the love of his life smiling at him with the sweetest pink eyes he had ever seen. She giggled and gave him another kiss. He smiled and let out a grunt as he began to stand. His legs were still a little bit shaky, but they were recovering fast.
He stretched out his spine and felt it pop in a couple places. Fluttershy was reclining on her side on the couch, smiling at Ace. Her hoof was rubbing slow circles around her belly which, on closer inspection, had swelled up quite a bit. Cozy walked up and gave him a kiss on the cheek.
“That’s my stud. Filling up mares and making foals.” She turned around and slapped his haunches as she made her way to the door. “Let’s get going, Ace. We have a kid at home, remember?”
Ace walked up to Fluttershy and nuzzled her ear, “I’m so happy you joined our family. Milky is going to be thrilled.”
“Oh, Ace. I’m so glad to finally be a part of your family, too.” She glanced down at her belly, “And I’m super happy to help it grow even bigger.”
“Daddy!” Milky Tail ran over and gave Ace a hug as he sat down on the floor. He returned it and buried his nose in her mane, breathing in her slightly dirty scent.
“I think there’s a little filly that needs a bath.” His words caused his daughter to let go put on a big pouty face. Ace gave her a knowing smile. “I know, but being clean is good for you.”
She looked him up and down for a moment before her eyes landed on his crotch. “You need a bath, too, Daddy.” Before he could respond, she bent down to press her muzzle to his sheath. Her tongue tickled his tip, the shudders she sent through him stopping his every objection, and her mouth wrapped around his tip as it grew. Her hot breath and wet tongue sent wonderful sensations through his expanding cock as she coaxed more and more of it out of its sleeping place. His tip hit her throat but instead of pulling off of him and descending into a coughing fit, Milky just swallowed it down and let it continue growing into her gullet, moaning as it invaded her esophagus.
Her throat was tight, yet his cock kept growing and pushing its way down. When he finally reached full mast, he glanced down at his young filly and felt so much love for her. She really loved her daddy. He felt her throat start swallowing on his cock as her tongue slipped out to begin lapping at his balls. He looked up and saw Cozy Glow behind Milky rubbing her pussy with a fast hoof. Her sex was filling the room with her scent and it made him even harder. His tip then lost the sensation of being surrounded. It had reached her stomach. Just the thought of how far he had reached into his daughter was all it took. He twitched once and felt his balls tighten. Then his stream of semen surged up his cock and into her belly. Rope after thick rope erupted into her, filling her up and stretching out her stomach.
When he had finished, he pulled out of her mouth with a small pop, finally allowing Milky to breathe. He bent down to see if she was okay, but Cozy caught him before he could ask. She brought his muzzle up to hers and kissed him deeply. His worry melted as Cozy’s tongue wrestled with his around their mouths. When she finally pulled away to breathe, her eyes told him everything, but she spoke anyway.
“I hope you’re ready for round two.” She wrapped her hindlegs around his barrel and slid her sopping slit down his half erect length. Normally, he would need a full-fledged fuckstick for filling Cozy's criminally confining coochie, but she was so wet that he slid right in. His cock responded quite well to the treatment, steadily growing and reaching deeper into her canal as her walls gripped him. Cozy ground her hips into his with a gasp as she felt him reach deep. Soon, Ace was at full mast once more and could feel his tip bumping Cozy’s cervix.
Cozy moaned appreciatively when he bumped it. She began bouncing slowly on his cock, grinding her clit into his hips each time she came down. Ace felt intense pleasure in spite of his oversensitivity every time Cozy’s cervix bumped and rubbed his sensitive cock head, but began to meet her thrusts. His medial ring squelched in and out of her pussy, drawing soft grunts from her mouth each time he pulled out. After just a few mutual thrusts, Cozy began to shudder and shake as soft mewling escaped her lips. Her orgasm felt amazing both around his cock and held there in his forelegs. She finally stopped her shaking and relaxed into Ace’s chest while she caught her breath.
Then she brought her head up and looked deeply into Ace’s eyes. The look in her eye was wild, expressing her carnal and instinctual desires. Ace leaned forward while Cozy spun around on his dick. She placed her hooves on the ground and lowered her head while Ace stood and placed his hooves on her back. Cozy wiggled her hips and began rocking back and forth on the thick member in her folds. She looked over her shoulder, boring her eyes into Ace’s.
"Rut me like I'm your bitch of a daughter! Teach me a lesson for being a bad filly!"
Ace felt his fire begin to build once more and braced himself for his thrusts. Then he started. He pulled his medial ring out of Cozy and slammed into her pussy as hard as he could. Her grunt bounced off the walls of their house. He pulled back and slammed her plot once more. Then he fell into his own instincts and found his steady rhythm. Each thrust pounding the pussy of the young filly he loved. His daughter was sitting across the room, Her hoof reaching over her full belly to play with her own fillyhood.
Cozy grunted in time with Ace’s thrusts, “Milky...honey...come...here...mom...ma...will...help...you.”
Milky Tail walked over and laid on her back in front of her mother. Cozy dove her muzzle into her daughter’s sopping snatch. Milky let out a cry as Cozy desperately lapped at her lips and nub. Each thrust from Ace was matched by Cozy’s muzzle as she ate her only daughter. The sloppy sounds of Cozy trying to breathe as her muzzle thrust in and out of her daughter, caused Ace to slow his pace just a bit. Cozy turned her head back around to glare at Ace.
“Did I...tell you...to stop?” She was panting, but Ace knew better than to disagree with her. He resumed his pounding of her pussy and she resumed the slamming of her muzzle into Milky’s twat. The pause seemed to be what Milky needed. As soon as they started back up, she screamed and shot her juices all over her mother’s face. Usually, Cozy never missed a drop. However, with her muzzle stuffed deep in Milky's pussy, the juices were free to splash in every direction. Her juices spraying up Cozy’s nose seemed to do the trick, as her pussy clenched Ace’s cock so hard, he couldn’t even move any more. The tip of his cock felt her cervix twitch and open up. The gentle caress on his head caused a loud grunt to erupt from his chest and he unloaded straight into her open uterus.
Every shot caused Cozy to moan as she felt it splash her innermost being. And since she was still nuzzling Milky, her moans also caused additional squeaks and twitches to pass through their daughter. Ace, for his part, stayed quiet while he rode out his orgasm, finally letting out an exhausted sigh as his last shot was fired. He collapsed on top of Cozy and rolled to the side to keep from crushing her.
After a few minutes of laying there panting for much needed air, Milky Tail spoke up, "I think we all need to go get a bath.”
Walking through Ponyville, Milky Tail saw her friend Sweetie Belle. She ran over to her and gave her a hug.They chatted together while Ace and Cozy nodded to an approaching Rarity.
“I see your daughter and my sister have become fast friends since you moved to town.”
Ace nodded and watched his daughter playing with her friend, a look of pride filling his features. Rarity sidled up to his right side, brushing her haunch against his. Ace could smell her perfume and subconsciously leaned in a bit closer to her. He glanced over and noticed her smile as her eyes met his.
“You’ve got an amazing daughter, Ace.” She glanced over his shoulder to Cozy Glow. “And Cozy has become so much more loving since she’s been with you. It’s a wonder you don’t have all the mares in town tripping over themselves to be with you.” Rarity leaned more into Ace so that her whole side was touching him from haunch to shoulder.
They stood there together watching the foals play and enjoyed each other's scents. Ace felt Cozy snuggle into his left side and he began enjoying the two ponies leaning on him and sharing their warmth. They watched as the other Crusaders came and joined them, giggling loudly and making the four fillies increase their energy levels. They all ran over and asked if they could go visit Pinkie Pie at Sugar Cube Corner.
Milky jumped forward and gave Ace her biggest puppy dog eyes, “Please, daddy? Can I go?”
Cozy was stifling a giggle behind her hoof. Ace nodded and the group of friends all cheered and ran off down the street. Rarity sighed and leaned her head on Ace’s neck. “Ah, to have that energy again.”
She suddenly jerked up off his shoulder. A blush was starting to over take her alabaster fur as a sheepish grin appeared. “Sorry about that. Let me take you inside for some tea.” She turned and Ace and Cozy followed her into the Carousel Boutique. Ace noticed that Rarity seemed to be holding her tail a bit higher than she did normally. Was she flagging him?
Once inside, Rarity excused herself into the kitchen to make the tea. Ace watched her tail swish and offer just a tiny flash of her nethers as she disappeared behind the door. Ace didn't know if it was on purpose, but he felt the drop. Cozy let loose an excited gasp and stuffed her head under his barrel to inhale the musk of his hanging cock. Her breath began to stimulate him and he cast a worried glance at the kitchen door. Cozy pulled her head out and giggled as she walked farther in to sit on Rarity’s couch. Ace let out a mildly frustrated sigh as he followed and sat next to Cozy, making sure to fold his legs to hide his semi-erect penis.
It was about this time that Rarity returned from the kitchen with a tray full of tea and cookies. She set it down on the table and took a seat on a cushion opposite the couple. They began to make small talk and catch up as they sipped tea and nibbled cookies. Laughter and camaraderie built and the trio were having a grand old time, the children off playing being nearly forgotten. Soon enough, the tea was gone and there were only crumbs on the plates.
“Oh! Look at that. Let me just go make another pot of tea.” Rarity stood and trotted off to the kitchen with the pot.
Ace smelled it as soon as she stood. Rarity was aroused . His cock began rising once more and Cozy started snickering. She nudged him and pulled him down to whisper in his ear.
“Go smell the cushion.”
Ace looked at her incredulously. Her sinister smirk widened and she pushed him off of the couch with a strength that she had no right to possess. He fell to his hooves and begrudgingly walked over to the cushion. He could smell it before, but when he got his nose in there he could damn near smell Rarity’s depths. Ace sat on his haunches and lifted the pillow up into his nose, inhaling as much of this new intoxicating musk as he could. He felt his cock harden and begin bouncing with his heart beat. Then a gasp from the kitchen door pulled him out of his reverie.
Rarity stood in the doorway to the kitchen with the pot held in her magical aura. Ace lowered the pillow from his face and gave Rarity his best smile. Rarity closed her mouth and carried herself with the utmost respect as she brought the full teapot to the table and set it down. She continued walking by Ace and took his former spot on the couch. Her scent was certainly growing, but nopony would ever know by looking at her beautiful, controlled expressions.
Rarity flipped her mane back and looked at Ace, her eyes travelling up and down his raging rod. “I see that some of our feelings are mutual. I do wish you had shown a bit more restraint, however.”
Ace’s smile, which hadn’t left his face, morphed into a sheepish grin. Cozy spoke up in defence of her stallion. “Well maybe you shouldn’t have flashed him your wet pussy all over the place.”
A shocked expression took over Rarity’s face, “I was teasing . A little bit of tension building is good for the experience. It makes the release all the more sweet.”
“Psshh. Stuff it, Rarity. Literally.” Cozy gestured to Ace and his throbbing cock that was still waiting for some attention.
Rarity visibly trembled as she looked at Ace once more. Cozy giggled as she leaned back on the couch and rubbed her own moist mound. Rarity licked her lips and stepped down off the couch. A bead of pre appeared at Ace’s tip and began sliding down his shaft, Rarity’s eyes tracking its journey. She licked her lips again and stepped around the table to stand in front of his glorious girth. Ace could see the pink showing through her immaculate white coat. Her eyes found his and she swallowed.
“This is my first time, Ace.”
Ace smiled gently, “I’ll be gentle.”
Sweetie Belle and Milky Tail barged into the boutique giggling and laughing, clearly having had a good time. A loud moan stole their attention and they looked to see Aerial Ace mounting Rarity right in the middle of the store. They were lost in the moment and paid no mind to the little fillies as Rarity screamed out vulgarities and shuddered under Ace as he grunted loudly and collapsed on top of the white unicorn. Sweetie Belle wore a look of confusion and curiosity.
She turned to Milky, “Is that what you were talking about?”
Before Milky could answer her, Rarity shrieked, “Sweetie Belle!” She stood as Ace got off of her, legs still shaky. “Sweetie, darling. I was just..getting some help with my own measurements.”
Sweetie Belle held a flat expression. “I know what you were doing, Rarity.”
Rarity’s eye twitched. “Um...you do?”
“Yes.” Sweetie Belle walked up to Rarity and stared at her for just a moment. Then she passed her sister and continued to Ace, squeezing under his barrel to begin licking his drooping dick. She made a face at the funny taste, but soon found herself enjoying it. Ace was enjoying it as well, as his dick was rising back up to meet with Sweeties sweet ministrations.
Rarity grabbed Sweetie Belle with her magic and pulled her out from under the stallion she was admiring. She set the filly in front of her and gave her a look of concern. “Sweetie Belle. You are too young. I—”
“I”m not too young! I had my first estrus last year!”
“I know Sweetie. It’s just that one’s first time shouldn’t be done because you just want to show your sister how grown up you are.” She gave her younger sister a pointed look.
Sweetie Belle’s anger faded. She hung her head, “I know. I just...Milky gets to do it. And I come home and you’re doing it.” She looked back up to her sister. “Can I have sex with Ace, too?”
Rarity looked behind her to Ace, who simply stood there waiting for the sister’s decision. “What do you think, Ace? Can you be even more gentle with her than you were with me?”
Ace looked at Sweetie Belle with a soft smile, then up to Rarity. He gave a nod and beckoned Sweetie Belle to come back to him. She walked over and presented herself to the stallion. As she lifted her tail, Ace noticed that she wasn’t nearly wet enough to attempt things with his big dick. He picked up the little filly and took her over to the couch. He laid back, letting his dick flop flat on his belly, then lifted Sweetie Belle up and sat her on top to straddle his dick between her legs.
Sweetie Belle gasped at the heat of his member as it radiated into her loins. Ace grabbed her flanks and guided her to rub her little pussy up and down the length of his shaft. Soon the filly found her rhythm and began grinding her pussy against his shaft all on her own. The heat from his rod was stimulating parts of her that she didn’t even know existed, and her little clit was enjoying the direct friction way more than Sweetie thought was possible.
She soon felt a pressure building inside her core. Heat was joining the pressure and she found herself driven to grind her little slit even harder into the side of Ace’s hard ham. The tingling in her clit began to spread to the lips of her pussy and soon to her whole pelvis. Then her body exploded. Her hips and thighs clenched while her spine arched. Sweetie felt like her insides melted into warm pools of pleasure as her vision got cloudy. Then it stopped and she collapsed onto Ace’s giant dick. Sweetie Belle was so relaxed, she didn't think she’d be able to move even if she wanted to. Her skin was tingly from head to toe and the warm dick beneath her relaxed her further, soon pulling her into slumber.
Rarity picked up her little sister and carried her up to her bed, tucking her in with her favorite stuffed toy. She gave her a kiss on her forehead and thanked her for the compromise. She left her sister and went back down to find her guests nice and active. Ace had his cock deep in Milky’s pussy while Cozy was laying on the floor licking his balls and her daughter’s pussy. They noticed her and paused their pounding.
Rarity shuffled her hooves a little. “Um...can I join?”
Everypony on the platform fled the deluge of splooge that spilled out of the carriage when they reached the train station in Canterlot. Ace, Cozy and Milky stepped out soon afterward, their wet, sticky hooves leaving prints on the ground as they left the station and made their way through the city to the castle. Ponies glared, wrinkling their noses at the sight and the smell of the three as they passed by, but Ace paid them no mind—he had an appointment with a princess.
Raven Inkwell, Princess Celestia's personal aide, met them on the steps into the castle and brought them to the throne room. Apparently, this visit was quite important to the princess. Celestia glanced warily at Cozy Glow as they approached the throne and addressed her directly. “I see that you’ve established yourself with a nice little family, Cozy Glow.”
“I have, Your Majesty. This stallion right here is so amazing. I just love him to pieces.” Cozy squished Ace’s cheeks between her hooves and gave him a peck on the lips.
Celestia chuckled, “I’m glad, Cozy Glow. How can I assist you three today?”
Aerial Ace stepped forward with a small bow, “Your Majesty, we’ve come today to seek a new member for our herd.” Celestia looked surprised, but Ace continued. “Your sister, Luna, has been visiting us in our dreams more often and we wish to petition to speak with her directly... preferably in private.”
The look of surprise remained on the Princess’s face, “Oh? Has she expressed an interest while in your dreams?”
“She has...joined us several times, in fact.” Ace tried to keep the delicate topic appropriate for court.
Celestia raised an eyebrow, “She’s joined you? What has she joined you in?”
Ace swallowed a lump forming in his throat, “She, uh, has joined us...intimately.”
Celestia stared at the trio for quite some time before speaking again. “So. You wish to speak to my sister, Princess of the Moon , to ask if she would like to join your herd?”
Ace put on his best smile and looked the Princess straight in the eye, “Yes?”
At first, it was anypony's guess what Celestia would have to say to that, but as the moments went by and Celestia kept her eyes trained on Ace, her expression softened. She shifted in her seat and cleared her throat. “Very well. It is nearly time for her to awaken. My guard will escort you to her room.”
All three bowed and thanked the princess before the guard led them away. Celestia watched them as they left, eyes glued to the large sack swinging between the stallion's legs, and squirmed in her seat. “Lucky cunt, Luna,” she mumbled as she tried to rub herself off on the cushion.
The guard led them to a dark, menacing door at the end of a long hallway and pushed it open for them. They peered inside to find a large bed with a dark blue mare stretched out atop it. Her peaceful sleep had apparently not come easily, given her matted fur and disheveled mane, and a noticeable wet spot on the sheets had developed near her nethers.
Milky took the lead this time, putting a hoof to her lips and stepping into the room with Cozy and Ace in tow. When the door clicked shut, Milky held up a hoof to stop her companions and, with a giant grin that straddled the line between crazy and horny, lit her horn, allowing her aura to surround the sleeping princess.
Ace and Cozy stopped short, rather confused at what she was doing until, with grins matching their daughter's, they noticed Luna shrinking, her graceful features becoming less defined as she was returned to fillyhood. As soon as Milky had completed her spell—turning Luna into a filly no older than herself—she rounded on Cozy Glow and reached out with the same magic.
When she was done, Ace couldn't believe his eyes—three fillies, each as sexy as the last, were before him, waiting for him to step forward and have his way with them. The sight excited him more than anything else he'd ever seen, and his cock had the painful tumescence to match. He got up on the bed in front of Luna’s muzzle and brushed his tip back and forth across her lips. Her mouth popped open and she licked her lips, tasting his pre while she still slept. Her tongue snaked out of her mouth and found his tip, giving it a little lick that made him thrust his hips forward, pushing his cock past her lips.
Luna's eyes fluttered open, not quite registering the visitor in her mouth through her bleariness. The taste of precum brought the world into sharp focus, but she kept the suckling on the cock that had found its way into her mouth. The pony said cock was attached to seemed familiar, as did the two fillies now stepping into her field of vision. Her eyes traveled back down to the hot, thick, throbbing shaft stretching away from under nose, and it dawned on her that this was the cock from her dreams. Pulling off him for a moment, she wrapped her hooves around Ace's neck and pulled him down into a deep kiss, biting his lower lip as she pulled away.
“You don’t even have to ask, Ace. I’ll be going home with you tonight. But first--” She tucked her head between his legs and went back to work on his giant, throbbing cock. She opened her mouth as wide as she could, but barely any of his glorious meat would fit. She found herself gagging, unable to open her throat fully enough to swallow his wonderful heart bone.
She pulled away and looked up to Ace. He was taller than she remembered from the dreamscape. Come to think of it, the other two seemed as big as her, and they looked like fillies! She opened her wings and flitted over to her mirror to gaze upon her new filly form. She twisted and turned, looking at every angle she could manage. She felt grown. Even her pussy... She lifted her flanks to get a good look. She was so small now. Luna let out an excited giggle. There was no way Ace would be able to fit all the way inside her now... but it would sure be fun to feel him try!
Cozy Glow joined her in the air and placed a hoof on her shoulder. “It’s a little unnerving the first time, I know. But just let us guide you and it will be so wonderful.” Ace was clearly reflected in the mirror, waiting on the bed with his magnificent cock sticking straight in the air. Cozy hovered closer and whispered in Luna’s ear, “He’s wanted you his whole life. He’ll make sure you’re taken care of.” With a wink, she wrapped a foreleg around Luna's shoulders and steered her back toward the bed, where Milky was picking up where Luna had left off. They landed right in front of his balls and Cozy pulled her eager daughter from the throbbing meat. She gestured Luna forward to have her turn.
A glint formed in Luna’s eyes, “I know you are capable of much, Aerial Ace. I, too, am a very capable lover. Even as a filly, I vow to take you to planes of pleasure you’ve never even dreamed of.” She flapped her wings and rose to get right in his face. “And I know the dreams thou hast dreamt.” Luna folded her wings against her side and fell, impaling her tiny twat on Ace’s massive meat. She slid down his shaft until she felt it ram her cervix, causing a grunt to fill the room. Pain exploded in Luna’s mind. It was a pain that was familiar, yet...she let out a gasp. The pain felt just like her first time all those many moons ago. The pain soon subsided, but the thought still lingered.
Ace was so big, but at least she was able to take him. As her vagina adjusted to it’s new visitor, she glanced down and gaped. As filled as she was, more than half of his cock was still outside of her, a small trickle of red confirmed her suspicions about her hymen. She looked up to Ace’s face, his grimace turning to a smile as he noticed her.
“That was quite the technique, your majesty.” He brought his hoof up and ran it through her mane.
She held his hoof to her cheek, “I have many moons of experience. I know how to handle a large rutter.” Her eyes grew seductive and she bit her lip as she added, “My Prince.”
Ace quietly groaned at Luna’s choice of words. His hips bucked instinctually causing the filly to bounce in his field of vision. His other fillies joined them and began taking their places. Milky, always wanting as much of her father’s cock as possible, took to the bottom half of his shaft, licking and pumping as best as her little hooves could manage. Cozy Glow brought her head up to meet with the Lunar Goddess’ soaking, winking cunt and began licking and slurping her little clit.
Luna shivered and groaned as the dual pleasures of being so filled and having her clit lavished began to melt her brain. Ace reached up and grabbed Luna by her barrel and began to slowly pump her up and down on his cock. She was so tight that his flare could barely move within her walls, but her tsunami of juices flowing free really helped. Soon he found his steady rhythm and Luna’s moans escaped in tandem with his thrusts. He could feel Milky on the lower half of his dick, kissing, licking, and pumping him, her already skilled hooves matching the rhythm he had with Luna. Cozy also worked in tandem, sucking Luna’s clit on her way down and licking the top of his cock on her way up.
Luna’s moans grew in volume as she neared her climax. Ace could feel her getting wetter as it built within her. Cozy began greedily lapping up all the extra juice from her Princess’ cunt, while Milky started cleaning the cascades that continued to dribble down Ace’s cock. Ace’s dick and Cozy’s tongue were working their special magic on the princess and she was soon grunting out her warning.
“I..I’m..close..almost..theeeraaaaAAAAAHH!”
Ace held her down, completely filling her snatch as she came. Her juices shot out of her pussy like a fire hose around Ace’s rock hard rod. Cozy’s mane was whipped back and drenched by the deluge, while the puddles that Milky had been basking in turned into a pool up to her withers. Luna’s newly virginal pussy clenched hard around him, adding to the tightness of having an inexperienced filly wrapped around his cock and bringing him to the brink of what felt like his dozenth orgasm of the day. It was her innermost opening, however, that sent him over the edge. He felt it twitch and open up for him, the sensation of it so tight against his tip was spine-shatteringly intense.
He came. His cock pulsed and shot straight into Luna’s womb, the first shot already causing her soft belly to get firm. He held her tight against his cock as his second shot gave her a slight bulge. His third and forth surge gave her the cutest little round tummy, but he wasn’t done. As if it was a practiced maneuver, Cozy flew up and lifted Luna off his cock as the fifth shot finished, with Milky jumping up to encase his tip in her mouth in time to catch the sixth. The change intensified Ace’s orgasm, causing him to grunt and surge forth anew. Milky’s expert mouth caught every drop of her daddy’s sperm as she kept swallowing and milked him to completion.
Ace fell back onto the bed heaving heavy breaths. He looked over and saw Cozy cleaning up Luna’s gaping, dribbling snatch, her eager licks sending shudders through the Filly Princess’ whole body. He could feel his daughter lovingly licking him clean between his hind legs, making sure to get his tail hole, inner thighs and balls before wrapping her mouth around his shrinking cock to milk it even more. Satisfied that she had gotten it all, she continued her licking and slurping up his barrel and chest until she was muzzle to muzzle, gazing into his loving eyes.
“I love you so much, my little Milky Tail.”
“I love you too, Daddy.”
Ace pulled his daughter into a loving, passionate kiss, entwining his tongue with hers and tasting the wonderful mix of flavours they had just created. She began rubbing her pussy on his barrel as they kissed. Ace felt his fur get matted and tousled by his little fillie’s wet pussy. Milky broke from their kiss to catch her breath and look into her father’s eyes once more. The familiar twinkle told Ace exactly what she was asking for and his cock began to twitch in response. He smiled and nodded, causing her to squee in excitement. She turned her body around on his chest and presented her pucker for him to enjoy.
Ace stuck out his tongue and dragged it from her clit, through her slit, and all the way to her ponut. Her sweet pussy mingling with her tangy taint caused a reaction in his loins. He could feel his rod rising as he stuffed as much of his tongue as he could into Milky’s butt hole. She cooed and wiggled, pushing back in his muzzle. He continued to swirl his tongue around inside her colon, enjoying the sensation of it gripping his tongue and trying to pull it in. Then he felt his daughter grab his cock and guide it to her wonderful mouth once more.
She licked and sucked his cock while he continued to slather her ass with his tongue and saliva. Her chocolate furnace was so delicious and her mouth was so wonderful on his cock, but he loved his daughter and wanted to give her what she really wanted. He pulled his muzzle away from her pucker and lifted her off of his cock. At first she kept wanting to suck him, but then she realized what her father was doing. She jumped off his barrel and got on the bed, raising her ass and flagging her tail as high as she could. Ace got on top of her and lined himself up with her leather cheerio and pressed in. His saliva on her ponut and her saliva on his pole allowed for mostly frictionless entry into her turd cutter. Milky groaned as she wiggled to give her daddy an easier time, and soon he was hilted in her ham flower.
A scream distracted Ace and Milky for just a moment and they looked over to see the Filly Princess writhing under Cozy Glow’s long, lascivious tongue. Cozy drank the gushing fluids greedily as Luna rode her second orgasm of the day out. Soon she was laying there panting and twitching while Cozy cleaned her soggy slit. Ace began grinding into Milky’s anus as they both watched Cozy stand from Luna’s gash and walk up to put her own quivering need right in Luna’s muzzle. Luna’s gurgle caused a twitch in Milky’s sphincter that Ace felt in his soul. He began thrusting into her hot ass as they both watched the Princess of the Night eat out their beloved Cozy Glow.
Cozy Glow was in pure bliss as she licked princess cum from her lips and ground her pussy into the royal muzzle. The wet muscle was clearly practiced and knew exactly where all the good spots were. She looked back over her shoulder to her lover and blew him a kiss while she admired the view. Her daughter was barely visible between his forehooves as he fucked her fudge factory, but her moans and the look of pure bliss on her face caused Cozy’s own pussy to wink into the princess’ open maw. She shuddered at the attention and bit her lip as her gaze travelled up to his loving gaze. He was entirely fixated on her while he pounded his daughter’s ponut. She noticed as they made eye contact, that grit his teeth and began slamming even harder into his filly’s freckle. The sight ignited Cozy’s instincts and she drove her pussy down as hard as she could onto the princess’ muzzle.
She gasped as she felt the muzzle slide completely into her pussy. Luna’s yelp of surprise and subsequent moans vibrating her very core. She ground herself on the royal snout while she watched her other lover decimate the dirtbox of their foal. It was all too much and Cozy exploded into ecstasy, spraying the princess of the moon’s face and drenching it in her love serum. She continued grinding as she rode out her orgasm, feeling the muzzle slide deeper into her love box. When it was over, Cozy sat there in a daze until she felt weak hooves pressing on her flanks. She shakily lifted her snatch off of Luna's muzzle, allowing the princess to suck in some much needed air.
As her senses returned to her, she heard her daughter crying. She whipped her head around to see Ace completely lost in his rut and slamming his daughter harder than he ever had before. Each slam made Milky cry out, not in pain, but in ethereal carnal pleasure. Her very soul was crying out in ecstasy as her father plundered her ponut without any hint of mercy. With one last barbaric yawp, Ace slammed his cock into his daughter and lifted her up off the bed, wrapping his forehooves around her to hold her tight down into his crotch. Cozy watched his balls seize and the base of his cock throb over and over as he pumped his daughter full of his potent load. All Cozy could do was stare as her lover filled her daughter’s ass with load after load from his big sexy balls.
Cozy found herself between Ace’s legs, licking and sucking on his glorious balls as they continued pumping cum into her daughter. Luna was soon by her side doing exactly the same thing. Soon the throbbing stopped and Ace was clearly done with his orgasm. Cozy and Luna looked up and watched as he lifted a bulging Milky Tail off of his still stiff stallion staff. He set her down and she collapsed on the bed, cum oozing out of her wide open ass. He looked down and locked his gaze on Cozy Glow. She shuddered from the look, only having seen it a couple times before, once for her first estrus and once for Milky’s. Ace had entered his rut lust and the only thing to do was to let him rut them until he collapsed. He reached a hoof down and pushed Luna’s head back down onto his balls where she continued her work of worshipping them with her mouth. Once she was situated, Ace picked Cozy up from the bed, lifted her up over his cock, and pushed her down. Her wet pussy squelched over his tip and she winced as her repaired hymen was broken once again. Normally Cozy was treated to his gentle ministrations after breaking her hymen, but tonight was going to be different.
Celestia glared at the four of them as they all stumbled out of Luna’s bedroom. Luna gave her sister a dopey grin and waved her hoof. Ace was the only one to attempt to be serious, but it was hard with his two fillies wearily hanging off of his withers.
“Five hours, Luna. You were in there for five hours. I understand having a need, fuck do I understand that, but you couldn’t take one little break to, I dunno, raise the moon? ”
A cock drunk Luna walked up to her sister, “Tia. Tia...Ace here,” she swung her hoof in his direction, “has the best penis I’ve ever felt. It’s the best I’ve ever tasted.” She grabbed Celestia’s face and pulled it to her own so they were eye-to-eye. “And I’ve had a lot of penis, Tia.”
Luna then made a face and drew in a long breath through her nose. Her eyes popped open and she smirked at her sister. Small giggles began bubbling up and soon became riotous laughter. Celestia glared at her sister and turned to walk away. Ace noticed her tail was flagging and caught the scent. He mustered all his resolve to not join Luna in her laughter as Celestia picked up the guard in her magic and carried him off down the hallway.
