Sorry for the late update! I was working on about four stories this week, I released a one off Flutterdash story the other day. I worked a bit on Leon's Memories, that should be up today, hopefully! I am really liking that story and how it is progressing. I am also working on a Spike x Mane 6 fic, that will last at least 6 chapters, one with each at least around 5000 words a chapter. It will be a nice little change. I might space these updates out a little longer again, so I can write more stuff. I aim for 10,000 words a chapter, but sometimes don't get that far, so if I do space these out, it will be much longer chapters, bare minimum 10,000 words.

I felt a light rubbing on my chest, lightly tickling my fur as I smiled, hearing a giggle. "Good morning sleepy head" I opened my eyes, and looked into the pale mulberry eyes of Octavia. I shifted, my cock still buried inside her, and her walls twitched a little and she sighed. "Lets get washed up then have some breakfast, how does that sound?" She wiggled her hips and I gasped a little, making her giggle and I nodded. She stood up, her hoofs above my shoulders and she hopped off me, scurrying off towards the bathroom, not wanting my cum to leak out of her and onto the floor. I blushed and chuckled, sitting up and putting my feet on the floor, stretching and I got up and headed to her bathroom. She was already in the shower, but it was vastly different from others. Hers was a walk in shower, dark tiles lined the floor and she had a detachable shower head that she could take in her mouth.

"Want me to help?" I removed my boxers and she looked at me, blushing and she nodded as I stepped inside, letting the hot water run down my body as I closed my eyes, moving my head up and letting the water run over my face and I brought my hands up, rubbing my face, feeling my facial hair that grew a little too long. "Jeez, I need to shave soon." I looked back at her and she was blushing a little, I rubbed my chin where the hair was longest, as that was usually all I had for facial hair.

"I think so, but keep the bit on your chin, it makes you look, so, adult." She blushed, her mane covering one of her eyes, soaked by the water. She looked really cute and I smiled, grabbing some shampoo and I squirted some into my hand, rubbing them together and put them to her head, scrubbing my fingers lightly into her hair, massaging her head at the same time. "Mmm, that's nice Marshall." I chuckled and continued, down her mane, lightly working my fingers into her. She gasped and fell to her knees? Her mouth open a little. "Sweet Celestia..." She whispered and I smirked, my hands moving to her back, and I pushed them into her, she was a little tense, but loosened right up under my touch. She fully laid out, her fore-hooves in front of her and her hind-hooves behind her as she laid on the floor, her head laying down and she stared, looking straight ahead. I straddled her hips, my hands gripping her sides, my thumbs pressing into her back and she started making weird noises, it sounded like little clicks.

"Is it really that good Tavi?" I looked up at her, she smiled and slowly nodded, drooling a little as she did so. "Jeez, I never thought this felt so good." I reached up, grabbing the shampoo bottle, squirting the cold liquid onto her back, making her gasp and squirm a little, making me chuckle as I put it back and started to massage her back, and cleaned her at the same time. I flipped her over, my hands running over her stomach and her chest and she breathed deeply, looking at me with half lidded eyes and a crooked smile. "Enjoy that Tavi?" She nodded, panting a little then giggling as I tickled her tummy.

"Stop please!" She was laughing like crazy, her hoofs going to my hands and I didn't stop, smiling to myself as I tickled her like mad, tears forming in her eyes from the sensation. "Please stop! I can't breathe!" I chuckled and stopped, letting her get her breath back, panting hard as she smiled at me. "You're so silly." She lightly punched me with her hoof and I smiled, grabbing it and tugging her to her hoofs. "Anyways, lets finish up here." I nodded and soaped myself up, then grabbed the detachable shower head and washed her off and myself as well. We got out, I dried her off and myself, getting dressed when we heard a knock at the door, bit it came from the back of her house. Octavia looked at me, and I raised my eyebrow, making her shrug her shoulders. "I will get it ok?" I nodded and went to her dressed, picking up my sword and I strapped it to myself when I heard a thud, and I spun around, drawing my sword and headed down the stairs.

"Shh, shut up, he can't know were here..." I tip toed into the living room, getting close to the wall and I peeked around it, my jaw opening as I saw Gilda the griffon, and another standing in front of her, standing over Octavia. I was about to turn the corner and attack when I was spun around and saw a fist that hit me in the face and I blacked out.

I opened my eyes, I was laying on my side, the cold stone floor was not that comfortable and I clenched my eyes shut and groaned as I got to my hands and knees. My eyes then shot open as I remembered what happened. "Octavia!" I looked around and saw I was in a cell, nopony around but I heard foot steps coming closer.

"Ah, so you are finally awake." The voice familiar, and made me angry. I got to my feet and I grabbed the bars, looking outside to see Gilda coming around the side of my cell. I gritted my teeth, noticing my sword laying of a table across the room. I shook the bars, making her laugh. "There is no way you can break out of that cage Marshall, and don't worry, we will take good care of that, pony friend of yours." My eyes went wide and I shook the cage harder, gritting my teeth.

"You do as much, as lay a claw on her, I will fucking gut you..." The male griffon standing on her right gulped and took a step back, looking to his right when Gilda hit him over his head and he looked back at her, rubbing his head. She turned back and smiled evily, lightly chuckling and I fell to my knees, tears forming in my eyes and I looked at hers. "Please, let her go, do to me whatever you want, just leave her alone." I looked at her, and she looked surprised at me, begging with her was not my usual style, but I couldn't let anything happen to Octavia.. She didn't look at me, and she walked away, the other griffon following her. I slumped back in defeat, sitting on the cold hard floor as my mind went wild, thinking of everything I could to escape. I closed my eyes, taking a deep breath and my eyes shot open and I brought my hand up and, and... Fuck... They took my ring, I shook my head, looking over at the table and I stood up, staring at my ring. I clenched, my hand shaking a little as it glowed a light red, and I smiled a little as I could muster enough magic to make my ring slowly float towards me. It was a couple feet when I let go, and it dropped and rolled towards my cell. Yes! I bent down, picking it up and I put it on, when I heard foot steps coming towards me. I fell against the back wall, covering my hand and I looked at the floor, pretending I was helpless.

"Alright maggot, don't move." I looked up, a griffon unlocking my cell, his hand at the ready, claws sharp as hell as they shined in the light. I gulped and he stepped in and I got to my feet, making him look up at me. I swung my leg, tripping his other front leg and I moved my hand and grabbed his claw, my right hand going straight for his face. I felt it hit him and he slumped, falling limply to the floor and I jumped over him, grabbing my sword and I strapped it to my back, drawing it, the blade lightly rubbing against the inside of the scabbard, the shinging noise made me smile and I took off, heading to my left. I went to the end of the hallway, and I closed my eyes, my hand glowing as I saw energy fields around me. No, no... wait... Octavia! Her's was a little weak, and not to far away, nothing between me and her. I opened my eyes and took off running, my foot steps echoing through the halls as I ran flat out towards her. I turned the corner and stopped, Gilda standing in front of me, and I readied my sword. She snarled and took a stance.

"I don't want to kill you, let me leave with her or I will." She snorted and came at me and I swung my sword sideways, making her dodge, her claw going right for my side. My hand glowed and she got pushed back, blowing into a wall and yelping as she hit it and fell to the floor, a couple bits broken off as she hit it and they fell to the floor. I took a stance, my legs bent lightly and my hand glowed, my wings appearing and I spread them. She got up and looked at me, her eyes spreading wide and she lifted her claw slowly, pointing at me. "I have changed a lot since our last fight, and I will win, either if you let me go, or I have to kill you. You're choice..." She got up and shook her head, walking slowly around my right side. I walked in the other direction, both of us walking in a circle, staring at the other, our eyes locked and I flipped my sword in my hand, making her look at it and I charged, ramming her with my shoulder. She fell back, skidding to a halt on her back and I brought my sword straight down at her, but she kicked my forearms, making my arms go back up and that gave her enough time to back roll to her feet. She charged and I threw my sword at her, which she dodged easily but my hand was glowing, and it came back at her. She raised her eyebrow when I chuckled and she spun around, gasping as she saw my sword coming right for her, forcing her to jump. She was closer to me and I kicked off with my feet, flying slightly above the ground right for her and I smashed her in the side with my knee, and hit her square in her face, sending her to her back. She hit the ground and I grabbed my sword that was right next to me. I walked over, and put my foot on her chest, my sword at her neck. "Give up, you can't win." She grabbed my lower leg, and I clenched my teeth, pulling up and stomped back on her chest, making her yelp in pain as I did so, a couple ribs cracking under my foot. She let go and I stepped back, her hands going to her broken ribs and she rolled over a little. "I told you, now I will be leaving..." I sheathed my sword and stepped past her, walking to where Octavia was being held. I walked the cold empty hallway, my ears listening for anything coming for me as I arrived in a room, a cell to my left, a figure laying on it's side, slowing raising up and down. My hand glowed, lighting up the room, the figure was a dark grey, it's black hair and white collar, made me gasp. "Tavi!" I ran up the the cage and grabbed the bars, her limp body, slowly rising and falling with her breathing. My hands glowed and I clenched hard, my hands digging into the bars and I pulled back with all my strength as I ripped the door off. I threw the door to the floor, and went inside, putting my hands on her, flipping her over a little, looking at her face. She had her eyes closed, not a scratch on her, and I smiled a little. I picked her up, cradling her in my arm. I walked back out, and saw a light at the end of a hallway and smiled, heading towards it. I got to a door, a small window in it and I kicked it open, stepping outside and into the sun light. I looked around, we were not to far from Ponyville, and I took a couple steps when I heard a cough. I turned around, Gilda limping out, her left eye closed as she looked at me.

"You... aren't... going... anywhere..." I sighed and set Tavi down, putting up a small barrier around her to keep her safe. I drew my sword and flicked it around a little in my hand, taking up a defensive stance, my sword in my right hand and behind me. She stepped outside and I jumped a little, making her flinch and I charged, taking my opportunity of her being on edge. I didn't try to swing, just flew right for her and she jumped slowly, if I had tried, she would of been dead. I flipped over my side and kicked her in the face, sending her up a little and onto her back as she hit the ground and I stood straight up.

"I could of killed you there, you can't win, and I don't need your blood on my hands." I sheathed my sword, and walked away, going over to Octavia. I was about to pick her up when I heard her get to her feet.

"You get back here and finish this Marshall, I'm not done with you yet..." She got up and stumbled towards me and I sighed as she swung at me. I easily dodged to the side and smashed her in the face, her head going to the side and I tripped her with my leg, sending her to the floor. She coughed, blood coming up and I shook my head and walked away, her hand grabbing my ankle lightly. She looked at me and I looked at Octavia, sighing as I drew my sword, shaking my ankle out of her grip and I plunged my sword right next to her head and she went wide eyed, breathing heavily.

"Stop, I could kill you right here right now, but I don't want to." She looked up at me then closed her eyes, laying her head on the ground. "I will be leaving now." I removed it from the dirt, and sheathed it, walking over to Octavia, her eyes opening a little as she looked at me, and I picked her up, walking away from Gilda and I closed my eyes, the white flashed filled my vision as I teleported, and I was back in her room. I took a deep breath, setting her down on her bed, and I felt really tired. I removed my sword and stripped, then sat on the bed when I felt her move lightly. Why did I let her go? I laid down, draping my arm over her side as she faced me. Her grey mulberry eyes slowly opened and she groaned a little. She looked at me and her eyes went wide, smiling a little as she shot forward, putting her lips on mine. She put her hoof on the side of my head, pulling me in and tilting her head a little. I moved my lips to hers, they were so soft and warm. She pulled back and looked at me, breathing lightly.

"You... saved me..." I put my finger on her lips, silencing her, then I wrapped my arm around her, lightly rubbing her back. She smiled and nuzzled into my shoulder, she lightly started kissing my neck, sending tickles down my spine and I dug my knuckles into her back.

"Lets get some sleep huh?" She nodded and I grabbed the blanket, covering us as she lightly sighed and I soon fell asleep.

I felt a weird sensation, bringing me out of my deep sleep, into the weird half awake state. My mind was full of cobwebs and I felt a pleasureful tingling run up my spine. I felt Tavi next to me, moving lightly. I reached over, and felt her... tail? I ran my hand up her back and to her neck, near my waist. I felt it move up and down, lightly rotating a little. I pieced together what she was doing, and I felt my cock twitch in her mouth, making her double her efforts. I moved my hand to her head and she stopped, her tongue still swirling and I smiled sleepily, pushing her head down, and then she came back up as I made her suck my cock. "Mmm." She moaned in her throat, making me groan and push her head a little further slowly, letting her take a breath and swallow my cock into her throat. Her nose was right against my body, my cock buried inside her mouth,k her throat muscles tickling my cock head, and I felt my orgasm approaching quickly and I pushed her off and she looked at me, licking her lips. I got to my knees and motioned for her to come to me, she smiled seductively, crawling on her legs over to me and licked her lips, quickly taking my cock head in her mouth and she smiled, liking the taste of it on her tongue. I grabbed her head, and slowly thrusted into her mouth, face fucking her and I picked up my pace. We kept eye contact as I humped her face, and I felt my cock twitch uncontrollably and pre was leaking into her mouth, her tongue going wild tasting it, wanting my seed in her mouth, to tingle her tongue. I pushed deep inside, balls deep in her mouth, and I felt my cum start shooting up and pulled back, making little thrusts as I shot my first rope into her mouth. I felt a little weak and she pushed me back, putting her hoofs on my hips and quickly moved her mouth up and down, prolonging my orgasm and I groaned as her eyes never left mine. I shot a lot of cum in her mouth, and I felt it filling her mouth as she didn't swallow yet. I leaked my last bit into her mouth and she pulled back, her lips tightly closed and she came up to my face, opening her mouth, my white seed filled it as her tongue rolled it around in her mouth when she closed it and swallowed, smiling and she opened it again, showing me her empty mouth. "Mmm, you taste really good." She smiled and laid on my chest, listening to my deep breaths as I came from my pleasure peak, my cock still twitching a little. I looked at her and raised my eyebrow, and she giggled. "You deserve it, you saved my life." She sighed. "I heard what they were going to do to you, it was horrible. They were going to-" I put my finger on her lips, silencing her.

"I don't wanna know, try and forget about it ok?" She smiled lightly and nodded, laying her head back onto my chest, and I took a deep breath, making her rub her hoof over my abs and she rubbed her cheek into my chest. I ran my hand down her back and she gasped. "You want another rub down?" She put her hoofs on my chest and looked at me, a huge smile on her face as she nodded. She laid down, and I rolled over, straddling her hips and she laid her head on a pillow, looking back at me. I brought my hands hover just above her back, then looked at her and she wiggled her back a little.

"Come on... Don't tease me!" She pouted and I smirked and pushed my fingers into her, making her gasp and go limp a little, a silly smile on her face as I massaged her back. I got to work, working my fingers into her back, her muscles turned to mush when my fingers ran over it, digging my fingers into her back and she sighed, closing her eyes. "That feels so..." She trailed off and she lightly snored, making me chuckle as I got off her, and got dressed. I turned back, covering her up with the blanket and left her room, my hand glowing as I teleported back the my own room.

"Huh?" I heard a voice say and I turned back to my bed, Twilight laying in it, cuddling with a pillow. I smiled and sat down, petting her neck. "Hey cutie, where did you go off to?" She yawned and smirked at me. "Leaving me alone to sleep again?"

"Sorry, I spent the night at Octavia's, and... well..." I told her the story, and she sat up, looking at me, her hoof on my hand and I looked into her eyes, they sparkled as she looked at me.

"You really do deserve to be protector of Ponyville, but I think you are a little too sympathetic, she won't stop you know." She looked at me sternly and I I looked away from her, sighing.

"I know, I know... I shouldn't of done it, but... she wasn't worth it. But I promise you Twilight, if she ever tries anything again, I will finish her off. For good." I looked at her, a look of understanding on her face, knowing I wouldn't want to kill anything, but if I had to, she knows why. She leaned up and hugged my side, and kissed me on the cheek.

"Well, the Cutie Mark Crusaders came looking for you, they want you to meet them in their clubhouse later." I half smiled and raised my eyebrow, making her giggle. "I don't know, probably they want some help getting their cutie marks or something. Oh and it's on the apple farm somewhere." I chuckled and we both got up and I got some clean clothes, heading for the shower to finally get cleaned. I got out, getting dressed and put my sword on my back, and my right on my finger. I walk to the stairs, my hand glowing and a bag of bits flew at me and I grabbed it, tying it to my belt. I headed down the stairs, Twilight sorting her parchment, her quills and her ink wells. I chuckled lightly. She sure does like organization. I walked out, the mid morning sun, I smiled, breathing in the fresh air as I headed to Sweet Apple Acres. I looked around, some ponies waving to me, and I smiled and waved back. Man, I sure do fit in here.

"Hey Marshall!" I turned around and saw a aqua coloured unicorn mare trotting over to me. I smiled and bent down a little.

"Hey Lyra!" She got close and hopped up on her hind hoofs, throwing her arms around my neck and hugged me. "How ya doin?" She giggled as my hands moved to her sides, my right slowly rubbing her back. She hopped down, her face beaming, her moderate tangelo eyes sparkled a little.

"Good, I haven't seen you in a while, although I heard about that little show you played in the library." She scooted a little closer, her cheeks pink. "You should do a show here in Ponyville, I could get a couple ponies to get something set up." I thought about it for a moment, before nodding.

"Sounds like fun, I always enjoy playing for ponies." She smiled and started trotting away.

"I will get back to you, see you later!" I chuckled and waved, heading off again to the farm to go see the three fillies. The birds were chirping, there were a couple clouds in the sky, making it a perfect day to be out and about. I soon came over a hill, the barn coming into my view as I arrived and Applejack spotted me, smiling as she trotted over to me.

"Well howdy Marshall. Y'all haven't been round these parts in a long time." I bent down and she hugged me, quickly getting back down as I stood up, her head about upper ab level. "So what can I do ya for?"

"Well, Twilight said the CMC came looking for me earlier, and they wanted me to met them in their clubhouse, and she said it was around here somewhere." She chuckled and pointed behind me.

"It's just a bit past the south field, just head in that direction, ya can't miss it." I smiled and waved, heading in the direction she pointed me in, and after a couple minutes, I came across a tree house. I heard light talking coming from inside.

"Are you sure we should do this? How will that get our cutie marks?" Sweetie Belle, no mistaking her soft voice.

"Well, it's not really for our cutie marks, have y'all heard the way our sisters, and Rainbow talk about him? Apple Bloom, man she sounds a lot like Applejack.

"Rainbow did say a couple things about him, how tough and awesome he is, and she really likes his wings." Scoots, hmm, I guess Rainbow is like a big sister to her.

"Can I tell ya girls something?..." A small pause, they must be nodding. "I had my first kiss." I gulped and blushed, gasps filled my ears.

"Who? When? How was it? Was it yucky? Or was it good?" Sweetie Belle and Scootaloo went back and forth, asking questions.

"It was amazing, he knew just what to do, and, well, it was with..." The other two girls gasped. "Yea, he was a little worried, back in his world, he could be in serious trouble. I don't know about here, so keep this a secret ok?"

"Wow, Marshall, I heard he has... a tongue piercing... is that true?" Sweetie Belle nervously asked, her voice quivering a little.

"What! A tongue piercing! That's... pretty awesome." A light fluttering accompanied Scootaloo's voice. Did I excite her? Jesus.

"Yea, he has one, and it feels a little weird." Apple Bloom said as I flicked my piercing idly over my lips.

"You already made out with him?" Sweetie Belle said, a hint of excitement in her voice.

"Yea, he made me feel a little funny, but in a good way. Have you girls... touched yourself before?" A couple seconds of silence. "I did that night, he is a hard working, honest person."

"And a little cute, helpful and caring." Sweetie Belle continued.

"Awesome, tough, cool, and..." Scootaloo added.

"Amazing." The three fillies said at the same time and I took a deep breath. Uh oh... I don't know why, but I walked up the ramp and knocked on their door, making the fillies yelp. The door slowly opened, the three fillies a little flustered as they looked at me. I decided to play dumb, and raised my eyebrow. "Girl things." Apple Bloom said quickly and I rolled my eyes and smiled, making the three fillies sigh and I bent down and walked inside.

"So, what do you girls need with me? Help on getting your cutie marks? Ideas perhaps?" They looked at each other, then back to me and shook their heads. I took a deep breath, a strong mixed scent filled my nostrils and I looked at them, my face flustering a little. "Ohh..." They looked down in embarrassment, with a hint of shame. "Well, I think I should be..." Apple Bloom cut me off, her hoofs on my crotch, and I looked at her, her eyes filled with confused feeling, and I looked at the other two, the same look on them. "Hey, I don't want any trouble alright? Your sisters, and Rainbow, would kill me if they found out..." Scootaloo came up on my left side, Sweetie Belle in the middle and Apple Bloom on my right.

"We won't say a word, right?" Scootaloo said and the two others nodded and I gulped as she leaned closer, her lips apart and I was against the wall. I flicked my piercing out, Sweetie and Scootaloo gasping and Scoots pushed forward, pushing her lips to mine and my eyes went wide as her tongue forced it's self into my mouth. "Mmm." She closed her eyes, her lips and tongue moving aggressively and I pushed her back, making her whine a little.

"Easy Scoots, take it easy, here, if you never speak about what happens in here, I will do anything you want." I thought about it for a moment. "Well almost anything, got it?" They nodded and I looked at Scootaloo, grabbing her sides and pushing her back, pinning her to the floor with my body, my right hand above her head and my left on her chin, tilting her head lightly to the side, putting my lips to hers. Her little wings spread and flapped quickly as I licked my tongue against her lips and she opened up, her tongue much gentler this time then before. After a couple seconds I broke the kiss, looking down at her. She was completely flustered, panting a little as I got to my knees, glancing at Sweetie, her cheeks red as she looked at Scootaloo, then at me. "You don't have to if you don't-" She cut me off when she tackled me, her hoofs on either side of my head as she lightly put her glossy lips to mine, taking her time and being gentle, much more then Scootaloo. She got right into it, her body lightly rubbing against my chest and I lightly pushed her off me. She sat back, lightly panting as she looked at me. "Easy Sweetie." I smiled and she did the same, getting off my chest and I noticed a little damp spot on my chest. "Did I..." I looked at her and she nodded, blushing. She sat on my hand and looked at me, her face full of need and I felt her damp sex. "Wait! Are you sure..." She nodded and bucked her hips a little, and I traced her lips with my finger, making her gasp.

"Hey, why does she get all the fun?" Scootaloo looked a little jealous, and I smirked, bringing my hand to her chest and she smiled, turning around and I started rubbing her sex as well.

"Hey now, what about me?" Apple Bloom was looking at me and I flicked my tongue out and her eyes went wide, and she blushed, walking up to me and straddling my face. I traced her sex with my tongue, tickling her clit with my tongue before licking up her lips, spreading them slightly. I stuck it inside a bit, her tight walls clamped down on my tongue, her hoofs going to my head and she thrusted into my face. I then plunged my fingers into the two fillies literally in my hands. Blood flowed to my cock and it strained against my jeans when I felt hoofs on my cock. Sweetie and Scootaloo fumbling with my pants, but I couldn't do anything, they were sitting on my hands, and I had no leverage, Apple Bloom sitting on my face as I tried to protest, but it was muffled by her tiny cunny and she moaned as my deep voice sent vibrations up her canal, sending shocks of pure pleasure up her spine. "Ahh! Marshall! It feels sooo good!" She rubbed her hoofs into my hair a little as I ate her out, my fingers still going strong into the two other fillies as they finally got my pants undone. They gasped when they got my underwear over my cock and immediately put their tongues to work, licking over my cock, from base to the tip, alternating their movements, when one went up, the other went down and vice versa. I moaned, their small delicate tongues felt like silk, making my cock twitch, pre leaking down onto their tongues. They moaned and Sweetie went up to the tip, and took a couple inches in her mouth, it was warm, wet, and tight. I thrusted a little and she moaned in her throat, while Scootaloo licked the bottom of my shaft, then down to my balls. She was real gentle, her tongue running over them, lightly massaging them when she took one in her mouth, lightly sucking. I sunk another finger inside both the fillies, their tight vaginal walls clamped down on my fingers and I went a little harder, making them moan and I stuck my tongue deeper inside Apple Bloom, my piercing flicking her clit, making her shudder. "Oh, something weird is happening Marshall!" She convulsed and I brought my tongue out, flicking her clit with my tongue, quickly licking it, bringing her a huge amount of shear pleasure and she bucked needfully into my face. "Please don't stop! Something is happening!" I continued and I felt her cunny twitch and I pulled back a bit, covering her cunny with my mouth as she lightly squirted into my mouth. Man, I didn't think she could even squirt. They tasted a little like apples.I felt her go a little limp, her juices stopped squirting into my mouth and she fell back, panting a little and she looked up at me, a crooked smile on her face. The other two girls cunnies quivered, and I felt them convulse, moaning as their juices ran over my fingers and I pulled them out and they stopped their actions on my cock and took my fingers into their mouths, sucking off their juices from my fingers. Apple Bloom rolled over and Sweetie and Scootaloo, let my fingers out of their mouths. "Alright girls, let's do this." Apple Bloom got between my legs, Scoots on my right and Sweetie on my left, they all started licking my cock, their tongues sometimes touching and I laid back, moaning and squirming a little. I felt my cock twitch, my orgasm quickly approaching.

"I'm going to cum soon..." They smiled and I thrusted up, my balls churning as I felt pre leak out of my cock, the three fillies licked it up, enjoying the taste of me. I sat up, Apple Bloom suckling on my cock head, Sweetie and Scoots suckling on the sides of my cock. "Here is comes!" They pulled back, their tongues out, licking my cock head and I quickly jerked off my cock, preparing to shoot my load over these horny fillies tongues. I felt my cock twitch then my cum shot out. Rope after rope shot over them, their tongues and a bit on their faces. "Ahh!" I fell back, panting, the girls cleaning off my cock, then I looked up, and they cleaned off their faces, licking each other off. I fell back, a tired feeling coming over me, as I breathed deeply.

"Marshall!" I jumped and quickly put my cock back in my pants and got up, the girls were cleaned off, spraying air freshener as I walked out the door and saw Lyra standing on the ground. "Hey Marsh! I got a show for you! It is the first day of fall tomorrow, and Mayor Mare said she would love it if you could do a show the town square for the kick off of the fall festivals." I smiled and hopped down, landing, bending my knees a little and I walked up to her.

"Sounds great! I have a lot to do then. Can you get Vinyl to meet me at the library?" She nodded and I pet her mane, making her close her eyes and nuzzle it. "Well, I will see you later, have things to do." She nodded and I stepped away, my hand glowed and I teleported right in front of the library. I walked in, and Twilight was standing up, walking back and forth a little, Spike writing on a piece of parchment.

"Alright Spike, send it!" I raised my eyebrow and Spike saw me and gulped, pointing to me and Twilight turned around. "Marshall! How long have you been here? We weren't doing anything! You didn't hear anything did you?!" She ran up to me, a look of pleading on her face. I raised my hands up and shook them along with my head.

"I just got here, relax Twilight." She sighed and smiled, blushing a little bit as she sat down.

"Sorry for over reacting a little, but there is something special happening tomorrow, you know right? It's the first day of fall! I just love the fall season, and this year, I asked the princess if you could participate in the Running of the Leaves! Its usually only for ponies, but she might pull some strings and allow you to, since you are a citizen of Ponyville now." She smiled and Spike put his finger to his lips, his other hand on his stomach when he burped and a scroll came out, landing in his hand. He opened it and cleared his throat.

"To my faithful student Twilight Sparkle, of course Marshall can participate in the Running of the Leaves. He deserves to learn more about our traditions and history. I shall be seeing you sooner then you expect, Princess Celestia." He closed it and Twilight trotted in place very excitedly, squealing a little.

"Yay! You can enter!" She hopped up at me and I grabbed her, barley holding her as she hugged me. I chuckled and set her down, those violet eyes sparkled a little.

"Sweet, well I have to get things organized, I am preforming tomorrow to start the fall season." Her eyes went wide and her muzzle turned into a wide smile.

"That's awesome! I can't wait, and my parents are coming down tomorrow as well!" I gulped and looked at her. "I told them a bit about you, but now they can finally meet you." I opened my mouth to talk but she put her hoof on my lips. "No, I haven't told them what you are, but I don't think they will mind." She smiled and blushed, and looked at me. "They think you are a really nice guy, they really want me to... ask to be your marefriend." I blushed and she giggled a little. "Parents ya know?" I nodded and sighed.

"Yea, parents. Anyways, I have a lot of things to get done." She nodded and I walked up towards my room, and started to get things planned out for the next day. After a couple hours, I heard hoof steps come up the stairs, and knock on my door.

"Come in." I had a piece of parchment, a quill in hand writing down what songs I should play, and how long I should have me and Vinyl do some improvising. I turned around, Vinyl walked in, her glasses on her head, those red eyes made me smile. "Hey Vinyl, you want to play a show tomorrow?" She raised her eyebrow and nodded.

"Heck yea, where at?" She walked up to me and sat down, looking at what I was writing.

"Right here in Ponyville, I am playing a show to open the fall season, and I wanted to know if you wanted to play a little bit." Her eyes went wide and her jaw dropped, her shocked expression was kind of funny. "Just for a little while, give the ponies a little change up ya know?" She smiled and put her hoof up, and I fist bumped her. "I will see you tomorrow, I'm kind of busy right now." She nodded and took her leave, walking out and I got back to work for a couple more hours when I fell asleep.

I felt hoofs drape over my back, and I opened my eyes, somepony nipping my ear and I took a deep breath. "Come to bed Marshall, come on." Her soothing voice was calming, and I sat up, still a little sleepy, and I swayed as I took off my clothes and got into bed with her. I laid down on my side, and she faced me, getting right close to me and she nuzzled into my neck. "Good night, Marshall." I draped my arm over her side, running my hand over her and she sighed. "I love you so much, you are so kind to me." She leaned up and kissed me, and I put my hand to the back of her head, tilting my own head and I moved my lips to hers. She whined a little and I broke it, looking at her as she smiled and cuddled me.

"Love you too Twilight, sweet dreams." I closed my eyes and took a deep breath as I felt the room spin, my body exhausted as well as my mind and I smiled as I fell into a deep slumber.

Thanks for reading and reviewing! I always take requests for any story, be it one off clop fics or longer more deep stories. I write these stories for the fans of them! See you either later on today, or tomorrow for Leon's Memories!