It was a warm mid-summer evening in Canterlot. On one of the mid-lower levels was the residence of Pyrrhic Victory and his marefriend Jennie Pie. They had just finished dinner and, having nothing better to do, had decided to retire to their bedroom a little earlier. As Jennie exuberantly jumped onto the bed, Vic started taking off his jacket.
“Noooo keep it on a little longer”, the mare cooed. She turned around to find a comfortable spot on the bed, but instead found two bright cyan eyes staring at her from a dark corner of the room.
“Sixie, what are you doing here?” Jennie asked.
“Excellent timing, really”, Vic joked. “She must have read the signs during dinner.”
Sixteen stepped out of the shadows. She looked oddly sad as she sat at the edge of the bed and watched Vic join her and Jennie. Being so close to two ponies she liked a lot – two lovers, one of which considered her a newfound sister – certainly made it difficult for Sixteen to maintain her sadness. The love positively wafted from them, almost but not quite entirely unlike when you hadn’t bathed for a month and wore dirty clothes, except good. She could only hope the lovely stink would get better, and that was in fact one of the reasons she had snuck up ahead in the first place.
As for the other reason... she was almost ashamed to answer Jennie’s answer and nervously rubbed her front legs together, producing a typical clicking sound as the edges of her holes caught against each other.
“Little perv must have intended to enjoy the atmosphere while we got busy”, Vic half-jokingly suggested. “Am I right, Six?”
“Well... no. Yes. I mean... maybe?” the changeling stumbled. Vic, in reply, merely raised a single eyebrow.
“Then why?”
Sixteen nervously fidgeted with a bit of her short purple mane, a part of the form that she and Vic had agreed upon would make a nice compromise between her true form as a changeling and the one she had used when Vic had taken her back to witness the wedding between Shining Armor and Cadance, and more importantly the invasion that occurred at the time.
“I wanna... know about... y’know...”
Vic put a hoof to his chin as he considered the few options would make sense while Jennie slowly scooted over to the nervous changeling to hug her.
“Well?”
“I wanna know about sex!”
For a full minute, nopony moved. It was not entirely certain if Jennie was even breathing.
“You”, Vic slowly started as he came closer to the bed, “have one of the most perverted mouths I have ever had the doubtful pleasure of listening to. You make at least three cracks about sex every single day… and now you are telling me you do not know sex?”
He suddenly laughed. “With all the overlap between love and lust, I must ask: what are you, a changeling or a nun?”
Sixteen jumped at the incendiary scientist. “Shut up and rut Jennie already so I can watch!” she shouted.
Before she could connect to her target, Vic had taken Sixteen in his horn’s telekinetic grasp and, still smiling, set her back down on the bed, just a bit away from the middle. He would need that part of the bed himself, after all. “When I said you would enjoy the atmosphere, watching us was not what I meant. But I guess… you have to appreciate learning by observation and example. Nice and scientific, how could I say no?”
“Don’t I get a say in this, hon?” Jennie asked with an appropriately dishonest undertone.
“Of course you do, dear. Would you mind if our little pervy friend watched us?”
Jennie giggled. “No, no I wouldn’t. Now get up here and ravish me!”
Vic, happy to oblige, quite literally pounced onto his marefriend and pinned her to the bed with his hooves as Sixteen squirmed in the corner and softly bobbed along with the springy mattress’ sudden deformation. Vic started out with his usual routine and placed a series of soft kisses along his mate’s neck. She cooed and purred in reply. Vic was kissing along a very specific path, found through impressive amounts of trial and error, and it was effective enough to make the recipient feel moist already, if it wasn’t because of all the teasing near the end of dinner. Jennie would’ve slipped a hoof between her back legs if she could, but the pony pinning her limbs to the bed wouldn’t allow it. Not yet, at least.
Gauging his mate’s reactions, Vic moved on to the second step of his routine and softly tugged on one of Jennie’s ears – the one that was not presently pushed into the mattress. He increased the force of his pull to an equally well-researched amount, causing just the right amount of pain to make his mate more than wet enough for easy entry later on. He could, despite all attempts at self-control, feel the right tool for the job come out and noticed his breathing patterns had changed as expected. After another ear tug or two, he let go of the pink and red auditory organ and carefully breathed a hot breath onto it, making the mare attached to it squirm beneath him.
Before he moved on to step three, Vic cast a quick glance behind him, towards Sixteen. He found her curled up into a little ball of carapace and squee, and almost visibly throbbing with the ambient love generated by the mare he had been teasing. The only thing that really stood out were her wings, extended and abuzz.
“I think she likes it”, Vic whispered into Jennie’s tortured ear in the most sensual voice he could muster. “And you?”
In response, Jennie bucked her hips as far up as she could in her current predicament, just barely slapping against Vic’s cock.
“I’ll take that as a ‘yes’”, the scientist stallion quipped.
“Shut up and do me already”, Jennie croaked.
“No”, Vic answered plainly as he lowered himself down onto his marefriend’s waiting body, sandwiching his meat between the two of them. He gave her another kiss and slowly rubbed his cock against Jennie’s over-eager snatch. The feeling of her furry coat against the flesh of his penis was one that Vic happily ranked among the more enjoyable feelings in life, with only the obvious (and a few completely unrelated) ranking higher. Every so often, Jennie switched from purring to moaning as Vic varied his speed.
When Vic felt the critical moment approaching, he carefully slowed down his actions. It wasn’t time for him to come. If anything, he hadn’t even stuck it in yet, and such a thing would be unforgivable! When he was fully still and certain an errant twitch wouldn’t set him off, he looked over to Sixteen again and found her awkwardly rubbing herself. It was almost sad to see – no more than a month ago, she was pretty much just a gender-confused lab rat with minimal social rights, forced to wear a collar just to show that she was safe. After an assortment of minor heroics and some self-discovery, she had basically been “promoted”, in a sense, to a proper Lower-Middle Canterlot resident, and all but adopted as a sister to Vic, who was not at all afraid of her and taught her all sorts of things that most changelings would never even imagine learning about.
And here he was, teaching her about sex by example, and she looked so helpless as she fumbled with her genitalia.
That just would not do.
Vic leaned into Jennie’s ear once more and whispered something, eliciting a doubtful but curious nod from the anxious mare. He grinned, sat up straight, and took a hold of Sixteen’s horn with his magic, pulling the surprised changeling closer to him.
“…wha-?”
Before Sixteen knew, Vic was kissing her. Clean on the mouth, and he was still holding. She wrapped her forelegs around him to savor the moment and pull the stallion closer. Sixteen was familiar with kissing. She knew there was something with tongues, but because of her stunted growth she was never sent out to the field and was sorely lacking in practical experience – the precise reason she had popped the question in the first place. Still, she wondered what it was about tongues. After a few more moments of regular kissing, she carefully opened her mouth to let Vic in and show her how it’s done. The eager stallion obligingly entered and teased the changeling’s tongue with his own. He could taste her saliva on his tongue and found she tasted like caramel in some way he couldn’t quite place. Invitingly, Vic pulled back his tongue to let Sixteen invade his mouth in turn. Instead, she broke away to breathe.
Jennie, who had eagerly watched all that happen from her lower vantage point, grinned to herself and suddenly grabbed the two not-siblings to pull them down with her. Elementary physics ensured that Vic ended up on side of her and Sixteen on the other. Before Sixteen could audibly react, she found Jennie’s tongue inside her. As if challenged to demonstrate what she had learned not two minutes ago, the changeling wrestled with the invader, trying to get Jennie out of her mouth and herself inside Jennie’s. But when she had managed the first step, she found that Jennie had turned her head and pulled Vic into a deep and probably better kiss.
As Sixteen watched the two ponies make out, she noticed their roaming hooves and decided to watch where they touched and how they responded. She half-expected better reactions when they touched closer to their respective genitalia, but she certainly didn’t expect Vic to flop off of Jennie. His cock was still ready for action as he made out with his marefriend and seemed to be leaking some fluids, though Sixteen considered the possibility that they’d come from Jennie instead. With the two ponies busy, she slunk closer to the interesting sight before her to see if she could figure it out. Carefully, she went for the biggest target available to her and lapped at the tip of Vic’s dick.
“Ah. Hooves-on practice now?” Vic quipped as he slowly pulled away from his lover and sat up on the bed, careful not to slap Sixteen in the face. Sixteen in turn took a moment to ponder what Vic had said, staring at her hooves. She looked back at Vic and his cock, then back to her hooves.
Then it struck her. This fit was going to be perfect. As Jennie watched the intriguing scene playing out practically on top of her, Sixteen took one of her hole-riddled legs and carefully licked one of the holes. Vic could practically see what was coming, and when the inside of the hole was slick with changeling saliva, Sixteen did indeed slowly lower her leg around Vic’s waiting dick.
“Start slowly, Sixie”, Jennie suggested when the leg was at the lowest point along Vic’s dick. Without anything better to go on, the changeling bent her leg just a bit so the edges of the hole would touch, and went back up and down again at the suggested speed. Vic moaned in approval as he laid a hoof on Sixteen’s head. After a few tense strokes, she started speeding up. The cock stuck through her leg felt great against the inside of her leg, and leaked a not insignificant amount of pre, answering the earlier question.
As Sixteen worked, Jennie wiggled out from underneath the two with a saucy grin and made her way to the other side of the bed. Reaching her target, she carefully lifted the distracted changeling’s tail and took a good look at what she had to work with. To her relief, it seemed that Sixteen had no physical reason for confusion, as she seemed to be perfectly female down below. Licking her lips, Jennie set to work, eliciting a gasp from the surprised changeling who thankfully did not suddenly bend her foreleg. Sixteen found herself increasingly worked up by the oral attention slathered upon that softer bit of her body and worked her leg up and down Vic’s throbbing cock at a rapidly increasing pace, roughly in time with how sloppily her underutilized cooch was being handled. In time, the only one on the bed not moaning or panting was Jennie.
When Vic felt his peak approaching, he decided to forego the usual and ran on instinct, grabbing Sixteen’s head and pushing her down. Within seconds, he shot a hot and long-awaited creamy load all over his favorite changeling’s surprised face. Sixteen, when she realized what had happened, licked off a fair amount within reach and found it to taste of salt, vegetables, and distilled love. It made her feel like getting more, but the source of the wonderful nectar was already slipping back inside its sheath, right through her leg hole. She didn’t get much time to pout at the retreating treat as the mare behind her resumed her attack, fully intent at making the changeling feel at least as good as her coltfriend was at the moment. It was a good thing there was no penis stuck through her leg as Sixteen came in a particularly violent manner. Vic watched it happen and theorized to himself that it could be because it was the changeling’s first ever orgasm.
When he noticed Sixteen started breathing more regularly, Vic made a decision. “What do you say we take a little break, ladies?” he suggested with his forearms wide in invitation.
“Sounds great”, Jennie replied with her tongue hanging out, a small trickle of green dripping down from the corner of her mouth. She wiped it off with her hoof and noticed the color. “Vicky, did you know changeling… fluid is green?”
“No, but I’ll bet little Sixie did not know it either”, Vic replied with a grin. “Did you?”
“I… never really noticed, actually”, the changeling said. “But… Victory? How long does it take to ah… get ready again?”
“It might surprise you, but I never bothered to find out.”
Jennie grabbed Sixteen by the shoulders from behind. “I bet you could make it get big again sooner if you changed into a real sexy pony!”
Vic held up a weak hoof in protest. “Honey, honey, you know I do not care much about any other mare but you. And, I suppose, Sixteen.”
Sixteen sat and considered Vic’s words and, just for kicks, made her choice. There was a sudden (but not very) flash of green, and Jennie found herself looking at what might as well be a mirror. Jennie really couldn’t be surprised at the sight – it was too obvious for that and her reflection was rapidly approaching for a making out.
Vic held his forehooves together in front of his face to hide a dumb grin as he watched his marefriend make out with his marefriend. The only way he could tell them apart was that only one of them knew what she was doing. But what they were doing to one another was certainly entertaining. Their hooves went positively everywhere, and soon enough one was rubbing the other between the back legs, each in a different way, as they moaned into each other’s mouth. In time, Vic could see how the clumsy one was slowly catching on and stroking in a much more controlled and effective manner. He finally broke his gaze and glanced down at his own crotch, where the tip of his dick was curiously peeking out.
“Ahem. Ladies?”
Author's Note
I feel dirty.