Author's Note

Warnings: Graphic M/M clop. Including: Rimming, BJ, 69, and anal.

Findings

After a moment that seemed somehow to last forever, and be over far too quickly, the two stallions finally separated, both blushing intensely.

It hadn't been any kind of deep lover's kiss, really not much more than a drawn out peck on the lips, but it had flipped Specter's world on its head as he took a step back, leathery wings stretched out stiffly at his sides.

Midnight was not much better off, seemingly shocked by his own action as his turquoise eyes opened to meet the brilliant gold of Specter's staring back at him.

Specter scuffed a hoof against the floor awkwardly until Midnight finally broke the silence. "Sorry...I...I'm not sure why I did that..it just felt right in the moment."

"Don't apologize, dude." Specter replied, finally wrestling his wings back to his sides. It was a losing battle though, and they flared out again as he lunged forward, locking lips with the unicorn.

There was no subtlety to this kiss. Midnight gasped as he felt Specter work his tongue into his mouth, but gladly accepted the eager intrusion. As their tongues danced he marveled at the differences between them. While his was a bit broader and rounded, the lunar pegasus's was slightly narrower, and a good deal longer, almost able to wrap around his own as they wrestled for control.

Midnight's nose wrinkled when they broke apart this time, scrunching up his muzzle as he took in Specter's appearance, standing there still soaked in saliva and gastric juices, looking like a drowned bat.

"Not to ruin the moment, but you could really use a shower."

"I could say the same for you," Specter retorted, nodding toward Midnight's chest, which was now damp and slimy from their embrace.

"Shower's upstairs, you can go first while I get things cleaned up down h..." Midnight started, but was cut off by a sharp 'crack' when Specter's tail whipped his flank as he trotted past, the lunar pegasus smirking mischievously.

"Nonsense! We can shower together!"

Midnight couldn't help but blush at the suggestion as he massaged his stinging rear. He wasn't sure why. They had showered together on several occasions after night patrols, and there was nothing unusual about that, so why was he so flustered? Shrugging it off, he turned and followed the gray stallion up the stairs.

********************

Midnight let out a deep sigh, closing his eyes as the hot water washed over him. It was a bit cramped as steam rose up around them, at times feeling like they were playing an awkward version of 'Twister' as they reached around each other for various soaps and shampoos.

At one point Specter went to grab a bottle of conditioner from somewhere behind Midnight, but strained as he stretched to reach it around the unicorn's plot.

"You know, this would be easier if your big blue butt wasn't taking up half the shower." Specter groaned in mock irritation as he finally squeezed past it, nearly forcing Midnight's snoot into the wall.

Though Midnight was far from being overweight and sticking to his own exercize regimen, Midnight blushed with embarrassment how it was true that his rump was a tad rounder and plusher than the average stallion.

I suppose it comes from sitting around, reading, studying, and tinkering, Midnight thought with a mental sigh, but he smirked as he was not gonna just let that go unpunished.

"Is that so?" Midnight retorted, smirking as he leaned back, smushing the stallion's head between his plush cheeks and the wall.

"Ah! Ok, ok!" Specter groaned as he struggled free.

Midnight was forced against the wall again when Specter's wings popped open involuntarily, flinging soapy water everywhere.

"Your wingboners don't help either!" Midnight groaned as he found himself stuck against the wall, unable to budge.

There was a turquoise flash, and Midnight disappeared, reappearing outside of the shower. He used a gentle drying spell on himself, leaving his mane and coat still slightly damp, but good enough to satisfy him.

When Specter emerged he looked a bit flustered. The reason why was immediately apparent as Midnight looked him over. Not only were his wings still flared out stubbornly, but when Midnight's gaze shifted lower he could see a good length of the stallion's shaft had pushed its way out of its sheath, half-erect and flopping back and forth with each step as Specter reached over to grab a the towel from the rack.

As Specter finished drying off an idea came to Midnight, filling him with a mix of excitement and fear as he considered it. If he was rejected, it might irreparably damage their friendship. But, on the other hoof, he didn't know when there could be a better opportunity than this.

Buck it,he steeled himself, pushing the fear aside.

"Hey, I know it's getting late for you...Maybe you'd like to sleep here...in my room, and we could have some fun?" He asked, barely keeping the nervousness out of his voice.

His trepidation built, heart pounding as Specter silently turned to hang up his towel. Even after all they had been through, was this a step too far?

"Fun?" Specter chuckled, cocking his head. "You got boardgames in there or something?"

"No, I..I meant.." Midnight started.

"I'd love to." Specter cut him off, chuckling again at Midnight's confusion. He walked over to wrap him up with a wing, and side by side they made their way to the bedroom.

By the time they reached the doorway, any last traces of fear in Midnight's mind had been replaced with excitement and anticipation. In a playful streak he dashed forward and hopped up onto the bed, flipping over to lay on his back and letting his tail drape over the side of the bed, giving the pony standing in the doorway an unrestricted view of his goods on full display.

Specter blushed at the display as he crossed the room. "Sweet Celestia that's hot!" He whispered to himself, feeling a twinge from his nether regions as his stallionhood extended to its full length within a matter of seconds, the firm shaft slapping against his chest as he walked. When he reached the bed, Midnight got a shock as Specter leaned in and stuck out his tongue, running it in a long lick from the dock of his tail, across his puckered ponut, and all the way up to give his balls a flick.

The effect was instantaneous, the unicorn feeling his own shaft start to emerge as Specter continued. He felt the stallion's hot breath on his rear exit as his tongue traced around the hole, making him wiggle and moan.

It was short lived however, when the throbbing need of his navy blue shaft towering over him caught the stallion's attention. He smiled as he watched Specter look it over hungrily, following his eyes as they traced their way from the tip down the shaft, darkening and mottled with specks of light blue, all the way down the pair of velvety black orbs at the bottom, like a predator sizing up prey for consumption.

Specter reared up to rest his forehooves on the edge of the bed, and leaned in to give the head a couple of playful licks, getting a few twitches in response.

Being very careful to avoid scraping it with his fangs, Specter slowly took the head of the shaft in his mouth, bobbing up and down, taking in a little more with each stroke.

"Hu...hold on." Midnight breathed as he felt that wet warmth engulf his tip, causing Specter's tufted ears to flick forward as he ceased his ministrations, listening curiously and meeting his eyes over the glistening shaft still nestled in his mouth.

"If you turn around and get on top, I can help you out too."

He shivered when that warmth disappeared as his saliva soaked shaft popped out of Specter's mouth and the lunar pegasus flapped his wings, delicately hovering over Midnight and spinning himself around in a hover before alighting atop him.

As the stallion settled in above him, Midnight's view was dominated by that obsidian shaft that jutted out, stopping just short of his face. It was mottled with spots of dark gray in a few spots along the head and end of the shaft before turning to solid black by the time it reached the medial ring, and ending just below a set of velvety black balls.

It came closer as Specter laid down on top of him, and as soon as it was in reach he replicated his partner's efforts, giving the head a few licks before taking it into his mouth. When he did his mouth was flooded with its unique musky masculine taste, warm and throbbing in time with its owner's heartbeat.

As he worked the shaft deeper, he could feel the same thing being done to his own on the other end as it was once again engulphed in that sweet, wet warmth. He was almost up to the medial ring now, breathing through his nose as it stretched out his throat. A buck from Specter's hips almost made him gag as it was thrust deeper, but he kept going, spurred on by the attention being given to his own member as he felt it hilt with a light buck of his own hips.

A moment later Midnight felt his snout tap that velvety sack as he reached the end, taking a moment to inhale their unique earthy musk, before working his way back up to give the head a few swirls with his tongue and plunging down again. Very soon they settled into a good rhythm, bobbing and bucking back and forth like a horny seesaw, until finally he felt a hoof tap his rear leg, and he knew what was coming.

He eased off a bit as he felt the head of the cock in his throat start to flare, before driving it in one more time to the hilt, feeling his muzzle tap that taught sack as it tightened with a groan from above him, and bursts of hot seed flooded his throat.

His own orgasm wracked him seconds later, tapping out his own warning just in time before he painted Specter's throat, the stallion above him sucking it down greedily, only allowing a few drops to escape as they dribbled out of his mouth to run down Midnight's shaft.

They were both breathing deeply as Specter rolled off to lay next to him, and he turned to lay on his side, turquoise eyes meeting gold as they came down from the high of their climaxes, stupid smiles on their faces as they basked in the afterglow.

Abruptly Midnight let out a short burp.

"Heh, enjoy your meal?" Specter snarked, prodding Midnight's belly with a hoof.

"Y..yes.." Midnight blushed, covering his mouth.

"Mmm, I have to admit something." Specter said quietly, eliciting a sleepy "Hmm?" in response. "That's the first time I've done a sixty-nine with a stallion, and I have to say, you were pretty amazing."

"It's always been a favorite of mine, I think you'll find I'm full of surprises." Midnight replied with a wink.

"Heh heh, didn't expect a nerd like you to be the kinky one." Specter chuckled.

"First of all, Twilight Sparkle is a nerd. I am a geek, and studying has its benefits," Midnight responded with a sly grin as he lit his horn.

A jolt of energy flowed through both their bodies, and Midnight smiled and nodded toward his undercarriage. As Specter followed his eyes, his own widened when he saw that they were both at full mast again.

"Oh, and it's not just a simple rejuvenation spell. I've also made your prostate extra sensitive, so every thrust in your rear will feel like you're stroking yourself."

"In my...I..I don't know." Specter stuttered, unusually nervous, his ears flattening to his head, and his tail clamping down over his rear.

"What's wrong?" Midnight asked; concern shining in his turquoise eyes.

"I've never been mounted before." Specter whispered, and Midnight flicked an ear toward him straining to hear.

"What?"

"I said I've never been mounted before!" Specter answered, finally raising his voice enough to be heard. "I don't know why, I've been curious, but I've always been too afraid to try. But..heh...but maybe you can help me get over it. I...trust you."

That last admission brought a smile to Midnight's face, and he leaned over to give Specter a peck on the lips.

When they broke off the kiss, he noticed Specter glancing down at his shaft, this time with a bit of trepidation, rather than hunger. Sprawled out this close together, it was easy to compare it with his own as they lay side by side. They were similar in length, with Specter's having the advantage of an extra inch or two, but Midnight having the advantage in girth, as well as a larger flare. That last bit seemed to be giving Specter pause, as Midnight imagined he must be considering just how much it would stretch out his virgin rear.

"Well, I think I can help overcome your fear; and, as a reward I'll let you conquer this 'big blue butt' you seem to like so much."

That offer seemed to redouble Specter's resolve as he hopped off the bed to stand on the floor. "Ok, but we do this my way."

With that the lunar pegasus leaned forward to rest his head on the floor, lifting his rear into the air as he turned his head to look around it at the unicorn with half lidded eyes. He swished that deep purple tail of his a few times, giving Midnight a few teasing glances, before hiking it up to rest on his back like a mare in heat.

'Oh buck.' "For somepony whose never done this before, you sure seem to know what you're doing." Midnight breathed, face flushing as he hopped off the bed to join him.

He stared appreciatively at that toned plot, taking in all the details. From the dark balls and shaft that swayed temptingly below, to those smooth gray cheeks, to that puffy black tailhole that lay nestled snugly between them like a virgin rose waiting to be picked.

He got closer. Normally he wasn't much for rimjobs, that's where horseapples came from after all! But they had just showered, and that wrinkled ponut drew him in like a moth to a flame. Well, maybe it's time we both try something new. It had certainly felt good when he was on the receiving end.

"Whatever you do Specter, don't fart..."

"What was that?"

"Nothing."

Leaning in he was pleasantly surprised to smell nothing but flowery soap and a hint of fresh sweat. Hesitantly he stuck out his tongue. Closer, closer, closer, until finally it made contact with soft skin that was warm on his tongue, clenching slightly at the unexpected contact. 'Hmm, not that bad.' It just tasted like skin, but with a trace flavor he could only describe as 'gutsy.' Unique, but not unpleasant. He gave it a few more swirling licks, before finishing with a soft kiss.

"Dude, did...did you just kiss my butt?" Specter asked in a tone that was clearly trying to hold back laughter.

"I couldn't help it, it's just so cute." Midnight answered, causing Specter to blush for what must've been the hundredth time that day.

"Well, are you ready to start?" Midnight asked as a thwap against his chest reminded him of an organ of his own that was begging to be used.

"Yeah, but...aren't you going to use any lube?"

"Better!" Midnight answered. He lit is horn, and shivered as his shaft was thoroughly coated along its entire length by a clear slick liquid. "Full of surprises, remember?"

Rearing up, Midnight mounted Specter. Resting his forelegs on Specter's withers, he leaned in to whisper in his ear.

"Ok, it might feel strange, and maybe a bit painful at first, but just try to relax as much as possible. I promise, you're gonna enjoy it."

Specter nodded in affirmation, and Midnight pushed his hips forward until he could feel his tip prodding that tight hole. Very carefully, he started to push forward a bit more until he started to feel pressure on his tip. Specter grunted, and he eased off as he felt the tailhole clench down.

"You have to relax...it's just me, remember?"

The hole softened again, and he eased forward until the pressure started to build again. Forward...forward...it started to flex, slowly expanding around his tip....just a little more.

Suddenly, warmth engulfed his shaft as the head slipped all the way in, the soft interior walls seeming to embrace it as it slid deeper. Progress slowed for a moment as his medial ring reached the rim, but it was already well stretched and lubricated, and that quickly sunk in too. After what felt like an eternity, he finally hilted, his balls brushing against those toned cheeks. Specter moaned as his tip brushed that hidden button inside him, causing a few drops of pre to leak from his own tip.

"I'm all the way in." He whispered in Specter's ear.

He didn't get a spoken response, but the slap of Specter's shaft against his chest as it twitched with arousal was the only confirmation he needed.

Gently he slid out until only the head remained seated inside before thrusting forward again with a bit more force.

"Ahhh, that feels good!" Specter moaned.

Midnight picked up the pace. In, out, in, out.

"Harder!"

Midnight obeyed. His balls slapped against that firm butt, his hips made contact as they rocked, sending ripples through the little bit of cushion the lunar pegasus had. A lewd slapping sound echoed through the room as he bucked for all he was worth, and Specter bucked back in time with his rhythm, forcing him deeper.

Thinking quickly as the pleasure built, he cast a quick sound ward on the room. 'Don't need Twinken to hear this and start asking questions I don't want to answer!'

One, two more thrusts, his tip started to flare, three, four, he hilted, letting out a shuddering gasp as he came deep inside his friend's rear, painting his colon with jet after jet of hot seed.

If Specter hadn't already been bent over he would have fallen to the floor as he gasped from his own climax, making a puddle as he shot all over the floor, as well as his chest. His tailhole clamped down on Midnight's shaft, milking it for anything it had left. It was so tight he had to wait for his shaft to start softening before he could finally start easing it out.

When he finally did, it let go with an audible 'pop,' trapping the majority of his seed inside as it winked closed, leaving only a few small beads on the outside to reveal anything had happened.

Rear legs unable to support him anymore, Specter slumped to the floor, further soiling his coat as his own seed was rubbed into it.

"Ugh...gonna need another shower..." He groaned.

"Really!? That's the first thing you think of after that?" Midnight glared.

"No, it was amazing! I'm probably not going to walk for a week straight after this."

"Yay! I knew you'd enjoy it!" Midnight beamed, clopping his front hooves together happily. "Come on, let's get back on the bed. Don't worry about getting it dirty, gonna have to do laundry after this anyway."

Specter gave up on trying to push himself up on his tottering legs, electing instead to simply fly over and plop himself down on the sheets.

Midnight joined him shortly, and they lay there cuddling for a bit until Midnight spoke up again.

"I seem to remember you promising to conquer that 'big blue plot' of mine"

"No, you promised that." Specter retorted, booping him on the nose to punctuate the statement.

"Eh, potato potahto, so you up for a little more?"

"The mind is willing, but the body is spongey and bruised." Specter groaned, nodding to his flaccid sheath.

Midnight rolled his eyes and lit his horn. Again a jolt was sent through both of them, and they may as well have just started as they were filled with energy and potency.

"Ok, I want to look you in the eyes this time." Midnight said excitedly, rolling over and motioning for Specter to hop on.

No time was wasted as Specter obeyed, eagerly mounting the blue unicorn. Another flash of the horn, and he saw the lunar pegasus shiver as his shaft was thoroughly lubricated.

Unlike when Midnight was on top, Specter had a much easier time finding his mark. He let out a cute moan as the tip worked its way into his tight tailhole, slowly spreading around it until it finally sunk in to brush against his insides. While not as gentle as Midnight had been, he locked eyes with the stallion standing over him, and could almost feel the sense of care and protection that seemed to radiate from those golden spheres.

Their bodies pressed together, sharing warmth through their soft coats. As Specter pushed in and out in a steady rhythm, he reached back to grab a hoof full of Midnight's flank, giving it a firm squeeze.

"Hmmph..told you I'd conquer that big blue butt of yours," He moaned, punctuating it with another squeeze.

Midnight couldn't help but sigh at the tease but now, he didn't feel self-conscious about it. In fact... it made his horniness rev up even more, that he said,. "I was sorta thinking 'awesome azure assets' would be better, but hearing you call it my 'big blue butt' is really turning me on...!" He spouted in a breathy rush as he was mercilessly pistoned back and forth against the mattress.

"Oh, so you like it now?" Specter teased, shifting his hips to make those soft cheeks jiggle a bit as he thrust home again, slapping his balls against the dock of Midnight's tail.

"Hoo! Careful, stud," Midnight shuddered, "I'd say I might buck back but I've done that already. Besides... I like it when you say it..."

They locked lips as Specter sped up his thrusts, Midnight opening his mouth to accept that long tongue as he was rocked back and forth, a battle taking place in their mouths competing for attention with the rock of their hips.

They were lost in each other eyes as that familiar pressure built. Turquoise meeting gold, hips meeting hips, and mouth meeting mouth as they shared in another mutual orgasm, and Midnight could feel the warmth of Specter's ejaculation as it was released deep inside of him, making him moan contentedly.

When it was finally over, Specter's shaft was still inside him, slowly softening until it slipped out on its own with a final slick 'pop.' Thoroughly worn out, they fell asleep in each other's embrace without another word, soft snores and slow relaxed breaths the only thing that could be heard as they held each other tight under the covers.