He heard the hoofsteps before he saw him: Valiant Heart, a rookie to the Royal Guard and a damn sexy pegasus stallion if Starstruck Shield thought like that.
Which he did.
Quite frequently, in fact, but he had never let it slip before. Who would even care if a Unicorn Guard happened to be into stallions, some of which he worked with on a daily basis?
Starstruck Shield smirked as the panting rookie came to a slow trot in front of him, taking his position on the opposite side of the doorway and clearing his face to wear the calm, blank expression found on every single royal guard.
"You're late." Starstruck Shield whispered without blinking.
Valiant Heart flicked his wings in irritation without opening them completely. "I'm still getting used to the castle layout; shoot me."
"Don't tempt me, rookie." Starstruck joked quietly before an idea hit him.
Why not give the rookie a reason never to be late again?
Without turning his head, Starstruck scanned the hallway.
Not a soul save for us.
Flicking his ears back he heard only the quiet snoring of Princess Celestia.
It was a few hours more before she was scheduled to awaken, so he had plenty of time to teach the rookie a few lessons.
Letting out an undignified yawn, Starstruck settled himself onto the floor comfortably and waited for the inevitable.
"What the hay are you doing?" Valiant whispered worriedly.
"What's it look like? I'm relaxing; and you should too. C'mon, rookie, I know just the thing to get you to loosen up..." Starstruck replied with a sultry look.
The young pegasus guard raised an eyebrow in confusion before his eyes lit up and his wings flared out.
"Oooh, popping one up in Celestia's castle? My, my, I didn't even know you swung that way, Valiant." Starstruck teased as the magical presence he had 'inflicted' up the guard's nether regions intensified a bit.
"W-What the hay are you...D-Doing? Stop it, S-Star...Struck..." Valiant pleaded through grunts and groans.
"And why would I do that? You seem to be enjoying yourself; a cute blush across your snout and an impressive wingspan if I do say so myself." Starstruck whispered as he scooted closer.
Valiant Heart hadn't moved from his position since Starstruck's magic started gently massaging his stallion balls and sheathe, but his facial expression was undoubtedly forced; no longer the simple blank stare that every guard learned to wear with pride, it was now a battle between keeping his calm demeanor and moaning out in pleasure and squinting his eyes shut tight.
"C'mon, Valiant, come out and play~" Starstruck whispered softly, now standing up again and nuzzling the white pegasi's ear gently.
"Aahh~!! W-Wait! What if...P-Princess Celestia...Walks in!?" Valiant whispered desperately.
"You know she's busy at the moment, so in the meanwhile, why not have some 'fun'?" Starstruck replied, gently nipping at the tip of the pegasi's ear and sucking on it.
It was with this act that the young pegasi lost all self control and gave in to his desires, moaning deeply and letting his stallionhood pulse out from its sheathe.
Starstruck smiled and expanded his aura to envelope the young guard's now throbbing cock, nuzzling his cheek affectionately when he began panting.
"You're quite the sensitive one, eh?"
"S-Stop it...We could...Get in serious trouble..."
"I'd say we're in enough trouble as it is, especially you, naughty little pegasi~" Starstruck Shield whispered as he wrapped his magical aura tighter and tighter around Valiant's cock, slowly starting to clop him off. "I wonder what it looks like...After all, I've never seen you so...Vulnerable before..."
Valiant Heart tilted his head back and let out a deep moan after raising a forehoof.
Starstruck Shield licked his lips and settled himself down on his front knees, angling his head to see the pegasi's meat throbbing in his magical grasp.
It was too much to resist.
Without a second thought, Starstruck dropped his magic act and leaned forward to take the head of the rookie's hot stallion cock into his snout before swirling his tongue around the tip for a minute or so.
Satisfied with the deep moans Valiant was making in response to his efforts, Starstruck pushed himself further under the pegasus and down until he was comfortably rubbing rubbing his chin against the rookie's stallion balls.
Valiant couldn't take the pleasure any longer and fell to his front knees, letting his snout rub against the cold polished floor and holding it shut to keep from waking the Princess to their antics.
While Starstruck was busy slowly bobbing his head back and forth against the squirming pegasi's luscious meat, Valiant was dragging a hoof back and forth roughly against the stone floor.
Oh sweet Celestia, he's amazing! Valiant thought desperately, feeling the need to grab onto something as his heart began racing and he started thrusting into Starstruck's snout.
After a few more seconds, Startstruck gagged and closed his eyes softly as his mouth flooded with the young pegasi stud's hot seed. The unicorn wasted no time in swallowing down everything that was given to him before pulling his snout off with a small, satisfying 'pop' and licking his lips.
As soon as he had spent his entire load, Valiant was on his side panting deeply as his back left hoof twitched slightly.
D'aww, isn't he adorable? I bet he'd be even more cute with my cock buried in his throat... Starstruck mused as he gently prodded his side.
"Hey, you're not just gonna leave me hanging, are you?" he asked in mock-hurt.
Valiant Heart swallowed nervously as his eyes flicked down to Starstruck's throbbing stallion cock; which was now a mere inch away from his panting mouth after Starstruck had taken a few steps forward.
"Well, go on. I showed you what I can do with a tongue, now let's see if you can outdo me."
Swallowing once more before opening his snout eagerly, Valiant Heart leaned in closer and slowly but surely took the veteran guard's thick meat into his throat; where he held it for the short time that he could while his tongue crept out of his snout and rubbed against Starstruck's large stallion balls.
Starstruck murred slightly at this but did nothing to show that he was completely overtaken with lust as the younger guard had been.
Valiant blushed furiously upon realizing this and began to reenact Starstruck's show; bobbing his head back and forth but still keeping the head lodged in his throat.
I guess those swimming lessons finally paid off... Valiant mused.
He had plenty of air for this, and the longer he held Starstruck in his throat the more surprised the unicorn guard became.
"Cute, young, quite the cock sucker, and you have a nice pair of lungs on you...I really lucked out, eh?"
Valiant moaned against Starstruck's throbbing stallion meat in reply, sending shivers down the unicorn's spine as he closed his eyes.
A-Almost...There...
A slight pant escaped from Starstruck's lips that soon turned to a full fledged moan as he gave a rough thrust forward and started pumping his thick, hot stallion seed down Valiant's throat, who just so happened to be happily swallowing it down as fast as it came out.
The pair sat there for a few moments to catch their breath, Valiant still laying under Starstruck and Starstruck struggling to stay on his hooves after what had just happened.
Only the sound of hoofsteps coming down the hall roused them from their recuperation, and they quickly took their positions on either side of the door again.
"We wish to see our sister; it is near time she awoke." Princess Luna ordered after she had come around the corner and stood before the guards.
Without waiting for either of them to respond or open the doors for her, Luna pushed them open herself.
"'Tia, you are indecent!" Luna exclaimed, shielding her eyes and backing out of the doorway.
"I-I WAS SLEEPING, NOTHING MORE! I SWEAR!" Celestia defended.
Neither of the two guards had to turn around to see the sight and know what was going on.
Or more importantly, why it was going on.