Ever Growing Friendship

Written By: Cloudline Dasher

Edited By: Bytestorm

Chapter Sixteen: Those Lonely Feelings

The only sounds to grace Ponyville were those of the birds, as well the occasional Pony or ponies that were playing. At least for what Trace could hear. He decided it best to take Lyra's last few days here in Ponyville off from his job. However, the musical mare ended up practicing most of the time. A large bus-like carriage, pulled by four hefty bodyguard looking stallions, came for her. Two of the band members were already on the bus and waiting for Lyra. Along with the tour bus, came the entire town of Ponyville asking for autographs, photos, and the like.

“This sucks...” Trace kicked at a random innocent pebble in hopes of calming himself.

Sitting down at a bench, Trace ignored the faint sounds of fillies and colts playing in the field. Most of them too young to care about music, let alone the orchestral type music that Lyra and the Royal Euphony specialized in. He felt like breaking down, no jobs to do at the moment since he told all his clients he was taking the rest of the week off, and now no Lyra either. Fluttershy wasn't taking it much better than himself, but unlike him, she couldn't take a day off from tending to the animals. If she stopped tending to the animals, that would technically be animal abuse wouldn't it? Taking in a large breath, he intended to let loose a sigh, but it was quickly knocked out of his lungs as a ball collided with his chest. His hands instinctively grabbing hold of the odd egg shaped ball. After almost hacking up a lung and regaining himself, he looked at the ball noticing it was a hoofball, which was much like a football from his world, except it was shaped as a chicken egg, but much, much larger. They used this shape because in hoof ball, it was less air resistant when using magic.

Glancing up from the ball, he noticed a familiar face, “Rainbow?”

“Hey Trace, saw you looking all sour and depressed over here. Some of the girls wanted to have a picnic, but some didn't show and we couldn't get a hold of you or Lyra. You wanna join in?” Rainbow promptly flapped, keeping her exact spot in the air while she waited for an answer.

“Not right now, Dash... I think I'm just going to go home for a while...” Trace forced a fake grin, which ended up in him frowning with a short sigh, he stood up from his spot on the bench.

He barely took a few brief steps before Dash's voice could be heard, “Hehe, you probably wouldn't be able to play all that well anyway, with ya being all pouty and all!”

Being used to Dash's tactics of getting him to play or do as she wants, Trace couldn't help but slightly grin, throwing a hand up in the air, “Good bye Dash!”

“COWARD!” Dash yelled out in hopes of making him come back, but her human friend merely ignored her attempts as he walked away and out of ear shot. Dash groaned out of concern rather than disappointment that he didn't join in.

“Dash, ya gotta forfeit if you can't come up with another player!” An orange cowpony called out, immediately making Dash's ears fold back as she retorted, “If you would let me, I'd wipe both you and Raripuss over there!”

“Rar... Raripuss!” Huffed a rather irritated unicorn as her cheeks slightly reddened in anger, “I'll have you know, I only agreed to this because you two said if I was playing, Trace would join in and we could cheer him up, which we failed to do, thank you very much!”

Looking over in Trace's direction, Dash gently landed, letting her hooves mash the grass to the roots and dirt below. Applejack's features also drooped as she joined Dash by her side and stated, “We ought ta do sumthin... It'll only get worse once Lyra leaves...”

A hesitant chuckle escaped Rainbow as she tossed the hoof ball to Applejack's hooves, “He's just upset because he planned to spend as much time with her as possible, and then her band had to come early.”

“That's mighty empathetic of ya RD!” Applejack snickered as she kicked the ball back, almost knocking the cyan pegasi's forehooves out from under her.

She regained her balance by taking to the air slightly and replacing her hooves firmly on the grass, “Hey! I'm just trying to help a friend, I am the element of LOYALTY you know!”

“Darlings, I appreciate the friendly nitpicking being directed somewhere other than myself, but how about we focus that vivacious on helping our dear stallion friend, shall we?” Rarity proclaimed as she closed her eyes, gently using her hoof to pull her hair behind her ear.

“I think I may know of something that'll do tha trick.” Applejack smiled as she started to walk toward town, “Follow me girls!”

Dash and Rarity briefly looked to one another in confusion before hastily following their orange friend.

~~Apparentlythisisaline~~

With Lyra:

“Lyra, it's good to see you again!” a multi blue maned unicorn stated, followed by a hard hoof colliding with the minty mares back, instantly making air forcefully expel from her lungs.

“H-hi Vinyl... nice to see you too.” Lyra smiled at the rather eccentric white unicorn, noticing somepony else just behind her, “Octavia!”

“Oh, hello Lyra.” a dark colored earth pony gently smiled as she attempted to pull a cello onto the bus storage hold. The bus could house all five of the band, including Melodic Whistle, their manager, but all of their belongings usually resided in small compartments on either side of the bus. In large and rather flamboyantly italic letters across the side of the bus read, 'The Royal Euphony'.

“Let us help you with that Tavi!” Vinyl Scratch stated as Octavia's cello illuminated in a blue aura before being pulled from her grasp.

“I can do it...” Octavia huffed as she snapped the cello back, but wasn't released from the blue magic.

“Come on Tavi, let me help you...”

Lyra raised a confused eyebrow, 'um... why is she so adamant on helping Octavia, and... what is up with that nickname?'

“No! You know how hard it is for an earth mare to even play an instrument, I can do this on my own. I don't need your assistance!” Octavia grunted as she pulled harder on the cello, only ending up in making the wood crack. She instantly let go in fear of damaging her instrument. With her letting go, the Cello was gently placed in its container and gently packed into the compartment.

Vinyl smiled in accomplishment, turning to Octavia, “See, it wasn't that bad. Just because you can do it yourself, doesn't mean somepony can't help you! Why make things difficult?”

“Difficult? DIFFICULT?!” Octavia stomped at the ground as her cheeks puffed up, “You... YOU... inconsiderate... OAF!”

To Lyra and Vinyl both it looked an awful lot like Octavia had a lot more to say, but with a few more growls of anger, Octavia turned and quickly stormed onto the bus. Lyra blinked as she looked over to Vinyl, “That seemed over dramatic for her, you must have really ticked her off.”

“Eh...” Vinyl's cheeks reddened as she rubbed the back of her neck, “Must have...”

Eyeing the suddenly nervous Vinyl, Lyra raised an eyebrow, “Is there something else?”

“No, no of course not! he... hehe...”

Eyeing the guilty looking Vinyl, Lyra sighed, “You are such a pathetic liar, spill!”

Sighing, the musical white mare started slowly, “You know that stallion Tavi has been dating?”

“Yeah?” Lyra frowned, expecting the worst.

“He broke up with her and I made a move on Tavi... told her I had feelings for her and wanted to be with her. I guess being as awesomely eccentric as I am, Tavi took me as the type of pony to try and get rebound sex out of her. Which I'm not, I really do like her...” Vinyl lowered her head, her mind focused on Octavia and the anger she probably felt.

“Have you told her your feelings were true?” asked the minty green unicorn, sitting down in front of her white friend.

“I haven't had the chance... she's been avoiding me and then the bus came and picked us up. I can't get a moment alone with her.” admitted Vinyl as she looked up to the bus window to catch a glimpse of Octavia, apparently silently fuming to herself.

Thinking for a moment, Lyra came up with a thought, “How about I talk to her? Maybe she just doesn't realize you really do care? I mean... you have played a good many pranks on her in the past...”

“Yeah, go for it...” Vinyl waved a hoof idly in defeat. Lyra was about to board the bus before she heard her name being called, “LYRA!”

“D-dash?” Lyra murmured in confusion as she hastily landed beside her, “Trace has been majorly upset because he took time off and he is worried he won’t be able to spend time with you before you leave. Applejack is setting up a surprise date between you, him, and Fluttershy.”

A question mark formed above Lyra's head, before it faded and a bead of sweat dropped down her forehead, “How is it a surprise if you just told me?”

An exasperated sigh escaped Dash as she facehooved, “The surprise is for them, not you... We didn't want to blindly drag you off if you needed to be somewhere.”

“Actually, I'm supposed to be on the bus already, and on our way to pick up the last two of our band. They won’t leave without me, and for whatever reason, Melodic Whistle started early. Just wait here, I need to talk to Octavia for a minute.” Lyra smiled as she stepped onto the bus.

“Ok, hurry up, Rarity and Applejack are already picking up your mates!” Dash crossed her forehooves as she floated up into the air.

~~Apparentlythisisaline~~

On the bus:

Octavia looked over in anger, but her expression softened once she realized who it was. Lyra sat down in front of her, before she calmly spoke, “I heard about you and your coltfriend.”

“The cheating bastard says he is okay with a monogamous relationship and then I find out he has an entire harem on the side... then he has the nerve to break up with me! I told him from the start, I'm a mare that is fully into monogamy, but no... he has to string me along...” Octavia huffed as she crossed her forehooves, looking out of the window and down at the two talking ponies, Vinyl and a multihued cyan pegasus.

Daring to push the conversation forward, Lyra put a gentle smile on her face, “So, what about Vinyl? Did she say something you didn't like?”

“I know it wouldn't work between us... She is always in some sort of herd, even if she vowed she would only love me, she would cheat sooner or later... they can't stand not being in a polygamous relationship!” A frustrated and hurt sigh escaped the musical mare as she turned her vision away from the window.

“Vinyl thinks you don't want to be with her because you think she was only trying to have sex with you.” Frowning, Lyra looked out the window to briefly make eye contact with Vinyl, “You shouldn't hold anger toward her for something somepony else done... Let her know you don't hate her... we have all been friends for so long, don't let some stallion ruin that, okay?”

Octavia sadly gazed down to the floor, unsure of any words. Of course she didn't want to hurt Vinyl, and maybe out of anger for her sudden break up, she might have aimed some of her frustration at her friend. Without any words, Octavia meekly nodded, giving Lyra enough insurance to leave her alone.

Upon exiting the bus, Lyra motioned to Dash, “Okay Rainbow Dash, let's get going.”

“Finally!” and with that, the two were quickly gone.

~~Apparentlythisisaline~~

Seeing Lyra leave the bus, Octavia took a breath before shakily letting it out, “Vinyl, can I speak with you please?”

Flinching upon hearing her name, Vinyl stood up and promptly entered the bus. She cleared her voice before asking, “Y-yeah, Tavi?”

It took a moment before Octavia could build her courage, but when it never came, she forced herself to softly speak, “I don't hate you...”

Apparently it wasn't loud enough, or due to Vinyl's rather loud taste in music, she had to ask, “Didn't quite hear ya.”

Letting out a sigh, Octavia was able to let it out a little louder, “I don't hate you...”

“I kind of figured that, I just didn't want you to think I was using you for rebound sex.” admitted Vinyl as she rubbed the back of her neck.

“Vinyl, you know how I felt about him, and he broke my heart. He said he could be monogamous, and he couldn't do it. No offense, but I've seen how you jump from harem to harem, or even to reverse harems, you wouldn't be able to do it.” Octavia frowned as she turned to leave the bus, “I'm sorry...”

Blinking in confusion for a moment, anger started to slowly fill Vinyl, “I could too! I'll admit I've been with a lot of ponies, but those were always in after parties and while drunk! I could be monogamous if I wanted!”

Pausing for a moment, not flinching in the least from the anger apparent in her dear friend’s voice, “I'm sorry Vinyl, but I'm not going to get hurt again. So until I see proof, we are and always will be just friends.”

“Fine! I will prove it to you, then!” Vinyl huffed as Octavia stepped from the bus and too nowhere in particular.

~~Apparentlythisisaline~~

“Rarity, where are we going?” Trace calmly asked as he followed his white coated friend.

Keeping her pace well in front of Trace, she let her grin show since he wouldn't be able to see, “I have a little surprise for you darling!”

Sighing from his past couple days frustrations, Trace decided that anything to distract him from Lyra leaving, would be a good idea, “Well, Okay... I suppose I don't have anything better to do.”

“Good, now be a dear and come in with me!” Rarity finally shown her grin as her magic opened up the doors to Ponyville's spa.

Looking to his friend in concern, mainly for his self, he spoke up, “Rarity, we already tried this... remember? Pony hooves are just a tad too tough for me; they ended up bruising me.”

“Hush, darling, I've taken that into account! We are going to be spending time in the sauna!” Rarity beamed as she led the way up to Aloe and Lotus. Trace didn't notice when Rarity gently nodded to them and winked.

Aloe giggled quietly to her sister as she ran her side up against Trace, “this way, please!”

Not putting up a fight, he followed the pink pony's lead. After a few minutes, Aloe stopped at the sauna. Already the room was steamy with the smoke of the coals. Without hesitance, Aloe pulled a rope that turned on a faucet above the coal pit, making the smoke immediately thicken.

“Whenever you are ready, Mr. Trace, please undress and wrap a towel around yourself. Rarity will be in shortly.” Aloe giggled once more, leaving before he could reply.

Letting out a sigh, Trace used a nearby bathroom to change. Since ponies remained nude for the most part, Trace didn't have anywhere else to change. He snugly wrapped the towel around his midsection before returning to the sauna. There Lotus was waiting for him, before he could say anything, she quickly spoke up, “There you are, Miss Rarity is getting her usual and will join you momentarily, enjoy yourself until then!”

“Okay, but wh...” Before he could finish his sentence, Lotus was already gone. He could clearly hear her giggle just like Rarity and Aloe had been earlier.

Shrugging it off as just normal pony behavior, and not really caring to think too hard about it, he went into the sauna and sat down. The steam and heat instantly making him warm up. He could tell he would probably be sweating within minutes if he stayed. However he knew that they had showers he could use afterward. Closing his eyes momentarily, he barely noticed as Aloe came in and added water to the searing hot coals. Jumping in surprise, he instantly relaxed when he saw that it was only Aloe tending to the sauna's steamy environment.

“Go on in whenever you are ready.” Aloe's voice could be heard.

Trace once again closed his eyes, assuming Rarity was already done with her usual and was about to join him. Sure enough, the door slowly creaked open and a pony could be heard stepping in. His eyes fluttered open when he heard a familiar voice call out through the dense steam, “R-rarity? I'm here, where are you? I can't see you through the steam; Rarity?”

“Fluttershy?!” He asked out of shock, but instantly returned to what Rarity had said about she had a surprise for him.

“Trace?!” Fluttershy reacted in the same shocked manner.

The steam seemed to thin out enough for him to make out his yellow marefriend's frame, but didn't need assurance that it was her, “What are you doing here?”

“Um, Rarity and I always spend Saturdays together at the spa... W-what are you doing here?”

He could tell she was probably blushing, he could swear there was a faint reddened hue through the steam, “Rarity told me she had a surprise and told me to wait for her in the sauna.”

Stepping closer, Fluttershy finally came into view, and sure enough her face was red. The scarlet hue seemed to darken as she eyed his only means of clothing, the towel. She quickly adverted her gaze as she tried to calmly say, “M-may I join... join you?”

“Of course, Shy!” Trace couldn't help but smile at her as he patted the spot next to him.

After all the time Fluttershy had spent with her herd, she still wasn't really used to it being just her and Trace. She was now able to comfortably talk with them, but this was different. She was alone with her coltfriend, a naked coltfriend at that.

“Too bad Lyra isn't here...” Trace frowned as he gently placed his arm around Fluttershy.

Her body seemed to shudder at his touch, but she welcomed the feeling, “Yeah, I hear she's preparing to leave for the Royal Euphony.”

“I took some time off from work when I heard they were coming early for her, but I haven't had a minute with her since then.” admitted Trace as he slowly ran his fingers up and down his marefriend's back, sadness and disappointment marking his voice.

Fluttershy's embarrassment seemed to fade as she tried to comfort her stallion, “It's okay, I'll be here for you, and we can always go see her.”

“If she isn't too busy for us.” his words made even Shy sad at this point, but that was short lived as a third voice joined the room, “I promise to make time for you both!”

“Lyra!” Trace and Fluttershy both yelled out in glee as their minty marefriend approached them.

Upon hearing her name in such an enthusiastic manner, Lyra ran forward, wrapping her forehooves around Fluttershy's and Trace's neck in a tight embrace, “I'm sorry I've been so busy.”

“It's okay, we are together now, aren't we?” Trace smiled as he held his marefriends close.

~~Apparentlythisisaline~~

Rarity giggled silently as she reclosed the sauna door, whispering to Aloe and Lotus, “Good job, let's leave them alone for awhile.”

“Would you still like your usual, Lady Rarity?” Lotus asked, looking to her number one client.

“Hmm, setting up surprises is stressful; the usual it is then!” Rarity smiled as she followed the two Spa mares out of the hallway.

~~Apparentlythisisaline~~

“All done RD; Trace should be with Fluttershy and Lyra by now, and we should just hold off Melodic Whistle from finding them. He is already searching for her so they can leave for Trottingham.” Applejack said with a serious look.

Hovering over her orange friend, Rainbow smiled, “Hey, I have an idea! How about we have Vinyl and Octavia help? We could get them to leave and that would mean Melodic Whistle would have to chase after them as well!”

“Sounds like a plan RD, how bout'cha go get them, and I'll focus on Mr. Whistle.” Applejack nodded with a stern look before trotting off toward the local hotel.

~~Apparentlythisisaline~~

Back with Trace and his herd:

“I was so worried we wouldn't get to see you again before you left!” Trace admitted as he basked in the company of his two loves.

Lyra giggled as she raised her chin from its resting place upon his knee. They all were sweating from the sauna and cuddling together at the moment had its disadvantages, but they refused to let it get to them. Taking every chance to be close together while they could. The minty unicorn's giggle faded off as her expression faded into sadness, “I was supposed to leave already, but I refused before I got to see you both again... I'm glad I get to see you both once more before I le... mmphf!” She was quickly cut off as a pair of lips mashed against hers.

Trace tried to force away his grin, the smile only making it harder to kiss. He didn't mean for it to be much more than a brief kiss, but didn't refuse when he felt a tongue attempt to part his lips. Eagerly letting in the invader into his mouth.

“H-hey, me too!” Fluttershy stated in a low tone, rubbing one hoof with the other. Looking in between her two mates as they broke their kiss, wondering which one would be the one to kiss her.

When Lyra circled their stallion to sit on the floor in front of her, she knew she was going to get what she wanted. Shy couldn't help but study Lyra's soft and loving features as she placed a forehoof on the bench in between her hind legs, hoisting herself up to meet her eyes, “Sorry Shy, definitely won’t forget you!”

Without any hesitance, Fluttershy welcomed the lips against hers. Eagerly trying to portray her love with her tongue. Though, most of her efforts were defeated by Lyra's venturing tongue. Not that the creamy mare minded all that much. She could feel her wings extending slightly in excitement. Her tail twitching behind her and matting against Trace's sweaty hip. Lyra blinked in surprise when Fluttershy was the one to break the kiss. Looking into her marefriend’s eyes, she followed them as they glanced over to their Coltfriend, “We shouldn't neglect him.”

Giggling and nodding, Lyra quickly agreed, “You are absolutely right, we should totally show our colt how much we love him!”

Backing up from the bench, Lyra sat in front of Trace. Fluttershy quickly joined her and they looked up at Trace, but it was Lyra to act first. She used the bench to hoist her upper body up, and her lips quickly connected with Trace's neck. He let out a surprised grunt, but did nothing to stop it. Fluttershy blushed as she spoke up nervously, “N-not what-what I meant! What if somepony walks in?!”

Before Lyra could pull away, Trace answered, “Don't worry, I doubt Rarity is going to let anypony in here.”

Which he was partly right. Rarity had booked the entire sauna room for them, but the room wasn't exactly protected. Though, that seemed to be enough insurance for Lyra to continue her attack on his salty neck.

“A-are you sure? I wouldn't want to get in trouble.” Fluttershy looked over to the door, just waiting for somepony to walk in.

Pulling away from Trace's neck, Lyra looked to her yellow marefriend, “Come on Shy, this could probably be our only chance before I return!”

Silence befell the room, both Trace and Lyra looking at their pegasi. It didn't seem to take much thought as Fluttershy nodded, seeing as they wouldn't get another chance. Using the bench on her colt's other side, she hoisted herself up, just as Lyra had done. The minty unicorn returned her lips to his neck, making him slightly grunt once more. As if testing the taste, Shy touched her tongue to his neck. Cringing slightly from its strong salty taste, Fluttershy connected her lips to his neck. Not being able to fight his arousal, Trace felt his member slowly standing to attention, making a visible tent in his towel.

The yellow mare suddenly jumped when Trace was moved away from her. She opened her eyes to notice Lyra pulling him by the hand, “Lay down on the floor.”

Obeying his mare, he lay on the warmed floor, being able to see slightly better underneath the thick fog. Suddenly he could feel his towel being unwrapped and a mare laying down by his left leg. He looked down just in time to see a minty green hoof gently touch the underside of his girth. Fluttershy still seemed a little hesitant, but she only wasted a moment laying down on his other side. At first, Lyra acted as if she was sniffing and taking in his aroma, but soon her tongue connected with Trace's large appendage. Soon their creamy pegasi joined in, her mouth connecting with the other side of his shaft.

A grin formed on Lyra's face as she attempted to kiss Fluttershy through the pulsing member in between them, but that only made their noses and the tip of their tongues touch on either side. As for their stallion, his heart raced and his breathing labored against his will. He elevated himself onto his elbows and watched his lovely mares working on his manhood. First he looked to Lyra, but his eyes slowly wandered to Fluttershy. Her wings were fully extended, and looking lower, he noticed her forehoof was down between her hind legs, working away at her delicate flower. He cringed in surprise as he felt a pair of lips around the tip of his member, noticing Lyra was tasting the sweet precum that was beading on the tip. Following up the shaft to where Lyra was, they ended up kissing like they did earlier, but with the head of his member in between them.

“C-careful... If you k-keep that up... I'll... hnngh...” Trace cringed, tightening his stomach muscles in order to prevent himself from blowing his load.

His mares suddenly pulled off, before Lyra moved on top of her stallion, aiming his girth at her entrance. She turned her head to kiss Fluttershy, but shock hit her when her yellow marefriend pulled away before they could kiss. A red hue across her face and her eyes adverting down to where Lyra and Trace were about to connect, “What's wrong Shy?”

The hesitant pegasi's eyes didn't seem to know where to look, and her lips quivered as the words leaked from her mouth despite her reluctance, “Do you think... I could?” was all that came from her lips, if she did say anything more, it wasn't heard.

Lyra's gaze turned to glance at Trace, their eyes locking for a moment. Trace reached over to take his lovely pegasi's hoof into his hand before saying, “What... what are you asking, Shy?”

Fluttershy's eyes seemed to glance over in their direction before trailing back off, but she once again attempted speech, “I... I want to... mate with Trace, if that... is alright?” after she was finished, her eyes finally locked with Trace's before moving on to Lyra's.

Their stallion stayed quiet, but when he was about to state his worry for Fluttershy, Lyra voiced her own, “Are you sure Shy? You don't have too, if you don't want too.”

Their yellow marefriend's voice was low, but could clearly be heard, “I want too though...” as she said it, her eyes stayed locked with Lyra's, showing her seriousness, with a good bit of lust on her face.

Without another word for the moment, the minty green unicorn got off Trace, before watching her marefriend. It surprisingly didn't take the yellow mare long to straddle him, just like Lyra had done, but once she was there, she nervously adverted her gaze, “What... what now?”

Giving a soft reassuring giggle, Lyra softly spoke, “Just slowly lower yourself, I'll use my magic to guide him in.”

Nodding softly, Shy done as she was told and started to slowly lower herself to her stallion's body. First Trace grunted when he felt his member encased in magic, but soon he let out a hot breath as he felt the tip starting to spread Shy's vulva. Fluttershy's body shuddered as she felt the intruder, but she didn't feel any pain, only slight discomfort. She was plenty moist from her arousal, and Trace slid in without much trouble. The creamy mare shuddered and gasped as he hilted inside of her. She almost didn't notice as Lyra started nibbling at her ear. Fluttershy noticed that she had clenched her eyes closed at some point, and they slowly cracked open as Lyra's voice could be heard in her ear, “Now, Trace will let you have some fun before he starts thrusting. Raise up and lower back down at your own pace.”

Shy didn't need any more from Lyra, but she soon felt a hoof on her hip that led her up. Flutters swallowed the saliva that was building in her mouth as she forced her way back down, taking the large appendage back inside her. She managed to look down to notice Trace's pleasured yet worried look on his face. He seemed focused on her, waiting for any sign of pain. This made a warm tingly feeling fill Fluttershy's heart and she couldn't help but form a grin. Her grin caught on and her stallion smiled back. After a moment, her attention was pulled away as she once again heard her marefriend's voice in her ear, “Once you are ready, raise yourself slightly above him, to where he is a third of the way out of you. Tell him to thrust, and try not to moan too loudly, we are still in a sauna after all.”

Giving her marefriend a knowing nod, she stopped her thrusts against her stallion's hips, raising off of him almost completely. She felt embarrassed for requesting, but she wanted him too badly to hesitate, “Th-thrust for me...”

At first the thrusts were slow, she could tell he was testing her, but Fluttershy grunted in disappointment as she begged, “Faster!”

Almost immediately a yelp of surprise and pleasure filled the room as Trace thrust himself into Fluttershy, making her moan out and fill the room with the sounds of sex. Only seconds later, she heard whispering in her ear, “Quieter hun, your going to get us in trouble.”

“S-sorry... I'll try harder...” Fluttershy whimpered as she lowered her head, resting it on her stallion's shoulder.

She didn't manage to keep away the grunts and whimpers, her mind always returning to the hot shaft being buried down into her deepest crevices. She instinctively tried to flap her stiffened wings, but when her right wing wouldn't budge, she noticed a new pleasure. Lyra had moved away from her ear and was now licking up and down the rim of her wing. Fluttershy's mouth went agape as if screaming out, but she managed not to scream, only a small squeak escaping. For probably the first time in her life she was feeling greedy. This feeling was new to her, she was with the two that she loved more than anything and she was finally feeling their touch, inside and out. All she could really do to display that greed was call out, “More! Harder!”

Unable to give Shy what she wanted, due to his position. Trace wrapped his arms around Shy before rolling over. Lyra managed to dodge out of the way as he flipped their yellow mare onto her back. Their unicorn blinked in astonishment as Trace quickly smacked his hips together against Shy's, almost like a rabbit. Instead of returning to administer to Shy's wings, she rolled over onto her back, hoisting herself up with a hoof so she could see her herd mates and started ferociously on her mound with the other hoof.

Fluttershy seemed in utter bliss, but that didn't stop her eyes from looking over to Lyra. The two mare's locked gazes, and that just seemed to fuel the fire and passion. Lyra worked as hard as she could on her mound, as Trace seemed to be pounding Shy down into the floor boards. The minty unicorn couldn't help but find her yellow mare's occasional squeak and escaped moan, extremely erotic.

Trace on the other hand, was deeply focused on holding himself back. Wanting to give his yellow mare the best first time he possibly could. He could tell that Shy had already came three or four times, and the ooze that was leaking down his thighs and dripping from his balls stood as evidence. Fluttershy tightened her hooves around Trace's torso as she moaned out, not caring about her noise level any longer, “Trace, cum in me, cum in your mare! Finally make me yours!”

Taking that as permission, he didn't hesitate to crazily pound in and out, not caring on the speed or rhythm. Not holding back the fire deep in his loins, ready to spray his hot goo down deep into his mare's womb. Lyra on the other hoof was fast away on her fifth orgasm, her body convulsing rapidly. Shy only barely keeping her eyes pried open and focused on Lyra's shaking form. For a moment, everything seemed to blank out for Trace, his shaft finally exploding his jets of sticky goo down deep into Fluttershy's tunnel.

Upon feeling the blast, sent the yellow mare into yet another spasm frenzy. Her body shaking in between the floor and her lovely human stallion. Her hips thrusting up against Trace's, her inner muscles hugging and milking the lovely rod for all its juices. Lyra couldn't help but smile as Fluttershy seemed to loose herself as she melted into the floor. Trace only barely keeping himself from collapsing on top of his herd member. Very weakly, Lyra crawled over and snuggled up to her yellow mare's side. Trace managing to pull out and lay down to Flutter’s other side. They knew they shouldn't rest for long, but a short rest should be okay.

~~Apparentlythisisaline~~

“Trace, cum in me, cum in your mare! Finally make me yours!” was what let Rarity know they were almost finished.

Biting her hoof, she quickened her pace on her own mound. Trying to go over the edge one more time as quick as possible. A red hue marking her features as she could feel the explosion finally seeping over the edge. Trying her best to keep still and quiet only seemed to make the orgasm even more powerful. Feeling utterly dirty for spying, but for some reason, it seemed like a good kind of dirty. Not that she would ever admit that. After her body relaxed and the orgasm came to an end, she gently released her saliva coated hoof. A small portion of guilt kicked in from playing with herself while spying, but what overpowered the guilt was the pang of lonesomeness that set in afterward. She couldn't help the inelegant frown that formed on her expression, and the covered her eyes with the saliva coated hoof in attempts to hide the hollow tears that dripped down her eyes. Seeing three of her friends so happy together only seemed to make her realize how lonely she really was.

After a brief cry, she could hear Trace speak up, “We should get up, Rarity is going to start worrying about us and might catch us if we stay.”

A disappointed sigh could be heard escape Lyra as she stood up, “you are right, I should be leaving on the bus anyway. Melodic Whistle set up a lot of concerts this year, so we are getting an early start.”

In worry of letting them see her saddened, disheveled, and rather ungraceful state, Rarity jumped up as quietly as she could muster, before rushing to the showers. Throwing on the shower head to mask the tears that were dripping from her face. Trying her best to hide her apparent frown and saddened state.

Author's Note

Check out my tumblr everypony! http://cloudline-dasher.tumblr.com/

I'm sorry for the delayed chapters. The internet company is giving me a hard time and I've barely been able to get on but for a couple hours a day. anyway, I hope all of you are enjoying the story and I hope to bring you more, soon.