Mel was only encouraged by the initial thrill, the successful tryst.

Today we're hitting the movies, watching... I forget what we were supposed to watch, a new family film with lots of silliness. The three of us handed over our bits and grabbed our snacks and drinks before finding our seats.

As usual both Pete and Mel struggled a little to get comfortable, our seats are apparently lower and designed around parking your rump into the back cushion without needing to lean back, so they have to either lean back a long way or sit up straight the whole time. Pretty soon Pete's sprawled out, long legs propped up on the chair in front and hands loosely holding his popcorn and coke, but Mel sits up straighter between the two of us, finding a comfortable balance... well, I guess it's comfortable. Her butt is somehow sitting between her feet. Don't ask, I'm just finding it hard to see how legs are supposed to bend that way. I just sit myself on Mel's right and take a sip of my drink.

As the movie starts, the lights dim and the ads roll. Mel makes the usual comment about how much shorter all the adverts are here than movies back where she's from, and Pete is scromfing down popcorn already.

To be honest I kinda forget what happens at the start of the film, it obviously wasn't holding my attention, and the only thing that I really remember is Mel's occasional laughter coupled with Pete's deep chuckles.

The reason I forget is because I kind of lost focus after Mel's hand found its way into my mane.

I glance over at her and she's watching the screen, but her hands are twisting gently into the back of my mane, down the back of my neck. Those slender, gentle fingers twirl and play with the strands of hair, working their way upwards to my ears where I feel that amazing sensation the two of them introduced me to; having my ears scratched with fingernails.

It's bliss, the kind of scratching that comes when you didn't even realise you had an itch, the kind of scratch that makes you feel tingles all through your mane as your coat tries to stand up on end a little.

She scritches around the base of my left ear, the one nearest her, then fondles all the way around the shell of it with the soft pad of her thumb, before switching ears and doing it again to the right ear.

I'm hardly able to see the movie anymore, not that I was paying attention, my eyes are drooping shut and my head is tilted to the side trying to eke as much scratching as I can from her magical fingers. All good things, right? She leaves off my ears and her fingers start to twirl into my mane again, mussing it about and making me shiver with almost ticklish pleasure.

Then her fingernails are scratching at the back of my neck, right above the shoulders, right into the place where my neck becomes my back, it's the most difficult spot to reach and I'm already leaning into it again, my whole body wants back-scratchy...

She walks the scratches down my spine, all down withers towards my rump, following the contours of the back and making me want to raise my tail like a cat. Magic kitty bottom-lifter button. Heh, I half smirk at my own silly humour.

I'm so relaxed right now that I hardly notice her hand shift down the side of me, stroking over my cutie mark and down the curve of my hip into the valley between my legs.

The circling of my sheath snaps me right awake though.

She traces the open end and dips lower to stroke around my balls, and just that simple act, here, in a movie theater, one where I can see fillies and their mothers in the rows down front... My meat slides out slowly, but surely right from the off. She cups it as it rises, flips her hand over to grip it on top, thumb playing with the flat tip and gently squeezing with her fingers to encourage me. I'm fully erect in moments, throbbing under her hand.

Risking a look at her, she's smiling, eyes still on the screen. To anybody else around she's just enjoying the film. To add to that she's taking long sips from her drink, lips pursing around the straw and cheeks hollowing as she sucks.

Just as I remember that same thing happening to my cock, she starts to rub me off. Long, slow strokes of her hand. It's dry, so there's quite a bit of friction, nearly enough to hurt, but her skin is so soft and smooth that it's delicious on my bare flesh. Damn that feels so good... I'm throbbing and my prick keeps jerking whenever she hits a good spot, like when she makes a circle with her fingers and pops it over my medial ring, back and forth. Even though her fingers can't quite meet underneath because of my girth, the stimulation on that one point is incredible.

She gradually works some pre-cum out of me, catching each drop on her hand and using it to smear on my shaft. Slowly, so very slowly that I was putty in her hands, she slicked me down.

A slurping sound caught my attention and suddenly her hand withdrew. I looked over enough to see her lifting the lid on her now-empty coke to fish out an ice-cube, what was left of one, and pop it into her mouth. She 'mm'd and sucked on it a little, then fished out another. This one didn't go to her mouth.

She palmed it and reached out again. I bit my lip as the ice touched the top of my cock, desperately not making a sound. She swirled it around and around, then slid it down the shaft, leaving a slick layer of cold water from tip to sheath.

This is serious trouble now, I'm feeling the build-up, with this much going on I'm going to spurt everywhere! The jerking, the ice cube, the desperate need to stay quiet, to not let our movements be noticed by Pete? I'm going to blow any time now!

I try to catch Mel's eye, and she gives me a wink. I wonder what she's going to do, but instead of stopping she whispers. It's loud enough for Pete to hear, just, and I have no idea what she's doing.

"Car'? Can I steal some of your coke?" I can only make a 'gnh' sound in return, "I kinda finished mine, and Pete's got pepsi, whaddya say?"

"Nn-sure." I manage, about to turn and grab my neglected cup, but she stills my hoof with her free hand and leans over towards me a little.

"Right in here," she says, now holding her own cup, the top open, in front of my cock. Her right hand stayed on task the entire time and I suddenly get what she had in mind. My disbelief at her audacity, coupled with relief that she actually had a plan, helped me let go and a few jerks was all it took to pull my load from me.

I gushed into the tilted cup, my cum nearly splashing back on me and Mel quickly tilted the cup back a bit more to catch it better. I squirted again, and once more, before the next one came out in a dribble, making her catch it by pressing the rim of the cup underneath the head. I was done, but she wasn't, and I was treated to a sight that nearly had me raring to go again right then and there.

Mel tipped me a wink, smiling broadly, "Thanks Car', you're the best." then she sat back in her seat and began to take a long suck at the straw.

All this time, Pete was simply watching the movie and sipping at his own drink, but there she was, like some giddy filly, slurping down a quarter cupful of my sperm, smiling at the screen like nothing could make her happier.

* * *

"Admit it, that was pretty crap." Pete shrugged as he leaned back in the booth seat, "It was all slapstick and awkward silence, there weren't any real jokes, not even a decent punchline."

"Aw, sounds like somebody doesn't enjoy a happy ending." Mel poked him in the cheek.

Those two words nearly made me spit-take, after all, I'd certainly had a happy ending. To my great shame, and my incredible arousal, though, Mel wasn't done.

Sitting here in Sugarcube Corner's dining corner I was across from the two humans and supposedly enjoying an afternoon muffin. Unbeknownst to Pete, relaxing in the seat next to his girlfriend, Mel's feet were doing the work her hand had been up to only an hour ago.

I had no idea that human feet could be nearly as dextrous as their hands, but Mel was certainly proving that true. The undersides of her feet were pressing on either side of me, forming a tight hole that she pressed up and down, then she switched up and used the toes of one foot on my balls and the other ones diddled around on the tip, poking at the glans and inspecting the urethra with soft movements.

"No, I liked the ending, it was just seeing that the obvious humour is all we got, right?" He threw a piece of muffin high in the air and caught it in his mouth.

"What about you, Car'? You thought it was funny, didn't you?" Mel did the puppy-dog face, obviously wanting me to take her side.

"Hey, Mel, no fair. The Face is cheating." Pete cut off my attempt at a reply.

"No it's not! It's a legitimate weapon in a woman's arsenal." She retorted, her toes were alternating up and down my length on either side.

"Yeah, one that was banned by the Geneva convention." He sniped, throwing another chunk of muffin high and catching it with mouth open.

Mel's feet worked me harder the more she argued with him, "I don't see how a bunch of men in Europe dictates what I do with my own face in a world of unicorns and rainbows."

Pete made to reply, but the comment caught him off-guard and he started laughing, then laughing because he was laughing, and laughing because Mel was trying to keep a straight face in spite of his laughing.

When Mel joined in, unable to keep a straight face, she looked straight into my eyes and mouthed 'Do it.'

With the two humans laughing at each other, I shot my load into the underside of the table.

* * *

It went on like that for weeks, Mel calling me out whenever she felt like it, whenever she could get away with it. Her actions were bold, daring... incredibly erotic.

I did feel bad about this, of course I did, but Mel and Pete still clearly loved each other, and both of them were still my best friends. Maybe this 'with benefits' thing with Mel wasn't as bad as I thought it was.

No, it was bad, but I couldn't ever tell her to stop. My friendship had turned into something more, and I don't think I could give up seeing those looks on her face, feeling the heat inside her, hearing her call my name as she climaxed.

The Summer Sun Celebration rolled around and passed, and we got a week off together for the hottest week of the year, meaning we did what all self-respecting young men and women do (according to them) in the summer. We went to the beach.

That first night, after travelling all day and spending only an hour or so messing around on the sands, found us at the holiday cottage we'd booked.

We'd sampled the local specialty, Seafoam Cider, made with something that coloured the drink blue, and liked it enough that Pete brought a case of bottle back with us. We'd been partying for a while now and I was getting that familiar fifth-hoof feeling again.

Mel looked stunning today. She'd gotten Rarity to make her a swimsuit that would fit her human frame and... wow... just wow. It a sky blue and covered practically nothing, just a loop through the crotch, with little ties at the mid-point of her hips, then it split below her navel and made a deep V from her shoulders over her breasts, framing that soft valley between them and making a thin halter around her neck. From the back it looked like nothing more than a pair of her panties and a choker. She'd worn a set of sandles and a broad-brimmed hat while walking down the beach, and even the stallions who'd never seen a human before stopped to stare until their marefriends smacked them.

Pete couldn't get enough of it either, he threw his arm around her once again and planted a cider-tinged kiss on her cheek, "Daaamn, Mel, I haven't seen you looking so good in years!" He'd said the exact same thing earlier, and then again this evening before he'd started drinking.

We were all drinking now, feeling the buzz from the Seafoam Cider and taking in the warm evening air from the big porch of our cottage, Luna's moon drifted high already, watching us enjoy the stars.

"Come on, Pete, you know I hate it when you talk like a drunk." Mel gently pushed him away, but he persisted, pulling her in for another kiss, "Come on, Car's watching."

I didn't mind, but she cast me a look that apologised for his behaviour. I just shrugged it off, I was way too used to his enthusiastic, happy, sleepy drunken ways.

I didn't mind him... but I did feel... something, when he was kissing her, when he was the one holding her close.

We turned in for the night when Pete's sleepy mode kicked in, bundling the big lug into the bedroom. It was only then we realised they'd set out the three beds in the same room and none of them were big enough for Pete.

The problem was solved by shoving the three single beds together and draping Pete out across them, and then joining him in the newly created Princess sized bed. With murmurs of goodnight to each other, we drifted off like cousins in a big sleep-over.

Or not. Not too much time later, over the sounds of Pete's heavy breathing, I heard her coming, sliding around under the covers until she could lift up mine and snuggle in with me.

"Car-a-mel!" She sing-song-whispered, "Sorry to keep you waiting." Then she kissed me full on the lips. I was so familiar with them by now that I didn't even feel the twinge of guilt that I'd felt at the start. I accepted her as she turned to me in the absence of her lover.

Our tongues danced for a few short breaths, then she let herself drift south, hands and mouth gravitating towards my hardening pole. I found her hips resting against my muzzle, so, without needing to say anything, or give a signal, I started to lift up her nearest leg and guide her over the top of me.

I caught her looking back up my body, a little surprised at my initiative, before diving back down onto my shaft to apply a second coating of saliva.

I felt her tense and her mouth left my cock as I started to probe her nether lips with my tongue. This wasn't the first time I'd done this for her, but it was the first time I'd done it of my own accord. Every time before she'd offered herself to me first, and I'd accepted. Maybe it was the cider again, maybe it was that feeling from watching Pete hold her close before... but tonight I wanted to please her without her having to ask for it.

Another roll of tension washed through her as my tongue parted the thick lips and began to run along the folds within. She tried to return to sucking on my lower head, but her concentration was gone now. I was making her feel too good. I lapped at the juices that spilled from her depths, and then she found the compromise. My spit-slicked cock nudged up against something, something soft, that gave before it, but began to squeeze.

Looking down briefly, I saw that she'd propped herself on her elbows over me, and her breasts were being pressed together. Out of the tight press was jutting the head of my cock. As she rocked a little it slipped back down inside and then she pushed it through once more.

I returned to my ministrations, feeling the heavenly softness of her breasts around my dick made me want to worship the dripping pussy in front of me. So I threw every trick I had at her, grazing her nub with my teeth, opening my mouth a little wider and forming my lips over the whole thing before sucking on the thick lips and tonguing at her clit all at the same time, then pulling back to thrust my long tongue deep inside her to feel her muscles clench on me.

The dirty squelches and quiet pants and moans rang through the dark, loud in my ears, but barely able to carry to the windows to be heard outside.

Stifling our voices and our noises as much as we possibly could we abandoned oral and I watched her mount me once more. There was no ceremony, no pause, she simply raised herself up and slid me inside. Our moans were leaking out, our ragged pants sure to wake up Pete who was only three feet away in the same bed, but all I did was pull her down to kiss me in the hopes of stifling the noise a little.

She rode me slowly, rolling her hips, but couldn't stand going so slowly for too long, when I released her from the kiss she twisted her body away, legs awkward as she spun around while impaled on my cock, the tugging inside her made us both nearly give up and finish there, but she found her way to a better position, facing away from me and letting the flat head of my member press up against the opposite side of her walls from before.

Again she rode me, bouncing her hips like I was a mechanical bull, but there was the comparison, because I was getting just as into it as she was. My own hips were lifting and falling, tensing up into her as she rose and fell. Her moans were starting to get louder.

I lifted myself up into a parody of human sitting positions so I could wrap my hooves around her waist. I was effectively rutting her, but at right angles to the traditional, and she loved it. Her voice grew louder as her insides squeezed harder, and I was forced to try something, anything to keep her quiet.

But I couldn't change position, she was in a trance, riding me for all we were both worth, moans growing in power as her climax built. I didn't have anything else I could do, so I tried to cover her mouth with my foreleg, trying to stifle her enough that Pete wouldn't wake and see us like this...

Her teeth, her sharp, carnivorous teeth, clamped down on my leg as she came. Through the pain I felt her rippling insides pull my own finish from me, pumping shot after shot of thick fluid inside her. But after it was done... she left a neat line of scars where those sharp teeth of hers pierced my skin.

Before I was even out of her, she was apologising, "Car' I... I didn't mean to hurt you. I'm sorry!" She licked at the wound, cleaning the blood with her tongue, "I'm so sorry, Car'."

The pain dulled in time with my erection fading, and Mel's apologies stopped when she shuddered from the little gush of sperm that followed me sliding out of her.

* * *

Unable to sleep, I followed her down to the beach when she said she was going to get some air. It was an excuse on both our parts.

She led me to a patch of rocks, the shapes turned black by moonlight, the waves black then foamy white, then black again under Luna's gaze. In the tiny cove of sand nestled inside the rocks she led me to the water's edge.

"Mmm," She sighed, kneeling down in the surf, "That feels so good after being all hot and sweaty."

I said nothing, only paced up behind her, my chest rising as I reared slightly, pushing myself up against her in an embrace. My hoof reached around her shoulder and began to caress the side of her breast.

"You want to go again already?" She didn't seem to think it was a question with more than one answer. It really wasn't.

I leaned in and pressed her forwards, feeling myself growing hard between her thighs. Both my hooves were pressing into her breasts now and I placed butterflies of kisses onto the side of her neck.

"You don't need to be so hasty, I'm not going anywhERE!?" On the last word I'd lined myself up and thrust, hard.

"Oh god! You're bigger than before! Caramel!" She gasped out loud this time, and I loved hearing the sound of her voice.

With the waves breaking all around us, the rocks to hide us and the moon as our only witness we could finally fuck the way I wanted to. I wanted to hear her, hear her voice calling my name, hear her moans and little screams that she always worked to suppress. With no Pete around, no waiters or staff or ponies at all, she was all mine this time.

I rutted her in the waves, letting the full length of my cock slide out to the very tip and back inside until my balls slapped her clit. She gasped with every slap, her skin and my coat made soft claps too, meeting again and again. If it had been day I was sure that I'd see her butt starting to redden with the wet slapping of fur on skin, but for now I let my hooves encircle her waist and concentrated on giving her the rutting of her life.

Speeding up now, only out to the medial ring, feeling her walls clenching at it and then letting it pop free before cramming it back in there until my head poked up against the very depths of her.

"You're... amazing tonight... Car'... More! Fill me up... even more!"

It didn't take me long, I was so turned on and so ready to force my seed inside her, that only a minute or two more saw me unloading my second shot of the night inside her depths.

Her moan as I did was long and loud, her climax heavy and jerking me, with the last flushes of it I leaned back enough to see my semen being forced out from the combination of sheer volume and her heavy squeezing.

I pulled out and collapsed back onto the sand, just out of reach of the waves. Mel let herself fall backwards with me, ending up with her head resting in what little lap I had. She gently cleaned me up with her tongue as I started to retract, catching all the juices, flicking up all the cum as I slowly slid back into my sheath.

With the moon above, the waves in front, the land behind, and this beautiful female right here with me... I felt content in a way I'd never believed I could feel before.

* * *

The complex feelings I'd developed for Mel, our strange relationship, and that experience of being the fifth hoof at our gatherings never ended.

I'd finished inside her again and again, the wound on my foreleg had healed to some faint scars you could see through my light coat, if you knew where to look, and weeks had passed without me even marking the time.

Pete and I were sitting together on a hillside in the park when I finally cracked, just a little, "Pete?"

"Yeah?"

"Mel... you two 've been friends since you were foals, right?"

"Children," He corrected, "but yeah, so?"

"Do you... do you love her?" I couldn't say what was actually pressing on me, I needed to find something... "Because if you do, you really need to take care of her, like, do things right."

For some reason he seemed to be staring down at my hooves. At the scars. His face was unreadable.

"Of course, Car', I have to come clean. The one I really love is you, all this time." He told me, staring up at the sky.

"W-wha?" I stammered,

"I just can't keep these feelings I have for you hidden any longer." He insisted, still staring into the clouds.

"Sh-wah?!"

Then he laughed, loud and hard, reaching out with one arm to snag me close and noogie me, "I'm joking you horse-faced bum, lighten up a little!"

I breathed a sigh of relief, even though I was still trying to dislodge his irritating hand from my head.

"You too, Car', you're my best friend now too. So don't sweat the small stuff." He grinned.

"Hey! What are you two doing over there?" Mel's voice called, "Ice cream's here!" She waved a wafer-cup ice-cream above her head from a picnic table at the bottom of the hill.

"Last one buys lunch tomorrow!" Pete challenged, already flinging me aside and starting to run.

"You are so on!" I shouted back, getting my hooves in order and sprinting after him.

Melanie, Peter and myself... These strange feelings between us may never be resolved, but I have no doubt about one thing: we'll always be together. Always.

Author's Note

Damn it Thaylien! I couldn't do it! I had to make it alright at the end!

SBTSB was the most I could do. I had to end it this way! I couldn't do it to Caramel! He's too sweet!

Anyway my crazy people, that's the end of this little fic. As always, let me know what you think. I don't mind thumbs-down, but gimme a comment or something to say why you don't like it, at least. I don't bite... anyone but Thaylien that is.

Kisses!