Here is part 2. Hope you enjoy, nice clop scene at the end. More information about the series at the end.

The Grand Galloping Gala was almost under way, Me, Vinyl, and Octavia were setting up our equipment on stage. I had just taken off the tuxedo top when I hear a voice. "Make sure not to ruin that dear." It was Rarity! I turned around and my jaw hit the floor. "Hehe, it's not polite to stare Marshall." She giggled as I couldn't take my eyes off any them. They were in, standing in a row, striking poses that showed off the dresses even more.

Twilight had blue slippers, with little stars on them. Around her neck was a bigger star, which connected to her dress, and had a flap going up the back of her neck. It was all a dark blue with stars etched into the fabric near the end of the dress. On her back was a lighter blue cover with more stars on that.

Applejack's dress consisted of her regular hat, but much more fancy, and two red apples stitched to the brim. She had two green cowgirl boots, with a red top and white stripe on her fore-hooves with a pair of red apples stitched to them by a leather strap. She had a green collar with a apple in the middle, with two red strings hanging down. She had what appeared to be a leather saddle on her back, and hanging out the back was a long green cover with slitted leather end on the bottom. Her hair was braided and made her look all the more like a country girl.

Next was Pinkie Pie, she had a two-tone blue hat on with a little pink bow tie on the side. She had on what looked like four little pink slippers with blue bow ties on them. She had a white and blue striped middle part with a pink bow tie on the front, which lead into a light pink then dark pink dress. There was a white section a couple of inches down the dress which has candy neatly laid on it, they almost looked like you could go up and take them off. Near the end of the dress was a light blue wavy ribbion with two pink bow ties for good measure. Most of her hair was under the little hat, so it didn't look to unkempt.

The it was Rainbow Dash, She had a golden head piece which hung over her ear. She had golden shoes that travelled up her hoofs in streaks. Around her neck looked to be purple grapes. She had a long rainbow coloured dress with a white puffiness around the rim of it. Her wing holes in the dress was golden rimed and her hair looked a bit shorter then usual.

Fluttershy looked embarrassed under my stare. She had on four green slippers, with two vines going up the fore-hooves. She had a blue butterfly on her left ear, and on her chest, attached to a green collar. Her dress looked like really long grass and it cascaded down to her hoofs and had flowers on the bottom. Her hair threw me off the most, it curled off into more sections with flowers of all sizes decorating it, her cheeks were red from my eyes looking over her.

Last was Rarity, she had a golden tiara, and golden ear piercing. Most likely just clip ons. She had two purple like gem ones at the bottom of her ears. Her dress was pink and purple, flowing down to the end. Her collar shot up a bit in the back. Her dress had some golden wavy parts etched into the dress, with little circle gems dotting the rim of her dress. Her hair looked much the same but the longer part had a diamond shaped impression in it.

Rarity walked up to me, closing my mouth with her hoof. "Sorry girls, you just... wow." Was all I could muster, they all looked amazing in their own way, each dress complementing the wearer in every way. They all blushed a bit at my loss of words.

"So what do you think Marshall?" Rarity asked me, looking up at me, fluttering her eyelids quickly, the rest of the girls taking a step forward.

"Well, to put it simply, you girls are beautiful. Those dress look wonderful on you." The all blushed and giggled. "Well, I hope I can meet up with you girls later tonight. But if you need me, look here first. Hugs before the gala starts?" The nodded and went one by one. When it was Rarity's turn, I held her for a bit longer and whispered in her ear. "Fantastic work on the dresses, they are fantastic." She kissed me on the cheek.

"You are a sweet talker Marsh." She giggled and left with the rest, they all turned and waved going their separate ways. I turned back to Octavia and Vinyl and they looked at me. Octavia looked a little mad at me for some reason.

"So, which one of them is your marefriend Marsh?" Her eyes narrowed, did she sounded, jealous?

I shook my head. "I haven't picked any of them, they are all my friends and I don't want to break apart any friendship with them by picking one of them. So I don't have a marefriend" I looked at her and her frown, turned into a seductive smile. I shook it off and got my guitar all set up.

"Now that you are here, let the Gala begin!" I head Celestia say from the maid doors, her voice ringing out through the castle.

"Well, shall we start?" I looked over at the girls and they nodded. Ponies piled in and we started. We made sure not to get to heavy for the crowd. A bunch of the ponies took quite a liking to us, and I kicked into a guitar solo. After an hour and a half of playing, I walked over to Vinyl. "Could you run loops of my guitar and hold out for an hour or so, I want to spend time with my friends." She nodded.

"Go right ahead Marsh, we got ya covered." She turned up a slider and my guitar playing started coming out. I hoof bumped her and put my tuxedo top back on. I got off the stage and left, looking for any of the mane six. I didn't have to go very far, I walked into the garden and Fluttershy was there, all sorts of animals around her.

I whispered, not wanting to scare any of them. "Hey Fluttershy, it's me Marshall." She jumped a bit, snapping out of her little world. She looked over at me and smiled.

"Oh hi Marshall, you taking your break now? Oh and you guys sound great by the way." She looked down kind of sad. "I hope your having fun." I walked over to her and sat down.

"Well, I am kind of, it's hard work keeping things interesting to these ponies." I sighed. "But I still Celestia didn't ask me to do the music as I want to be with you girls the whole night." I looked down at her, a smile starting to creep up her face.

"You don't really mean that do you? You love to play music, and this is a dream come true for you." She looked at me, a fake reassuring smile.

I frowned and looked at her, I brought my hand to her face and she nuzzled it. "While I do enjoy playing music, it shouldn't feel like a job, like it does now." I sighed. "Man it's good to get away from that all and talk to somepony who will listen." I looked at her. "You are a great listener Fluttershy. I like that." She blushed and eeped a bit.

"Well then you and me are alike in some ways." She thought about it for a second. "You have personalities of all of us in you, brave, smart, strong, dependable, generous, and kind." She looked up at me and smiled, a true on. "You have to be the best friend anypony could ask for."

I thought about if for a moment, and smiled. "Thanks Flutter, you know just what to say." I leaned over and kissed her on the cheek. "But I should get going, I still have the others left to find. If you want to see me, you know where to find me." She nodded and returned her own kiss. I got up and walked away, looking back she was kind of smiling, but started to tear up a bit. Man, this kinda sucks.

I continued walking until I noticed Rainbow Dash, talking to a mare and a stallion in blue spandex. I walked over to her and she noticed me and called out. "Oh hey Marshall! Come over here!" I chuckled and walked over, the mare raising her eye brow as she looked at me. Rainbow Dash took my hand in her mouth as I walked closer and almost dragged me towards the pair. "Marshall I would like you to meet Spitfire and Soarin, Spitfire is the captain of the Wonderbolts!" Spitfire was yellow with orange and yellow hair. Her brilliant orange eyes looked at me questioningly. Her cutie mark was fire bird? I couldn't tell, not wanting to stare at her flank.

"So your Marshall huh?" She asked rather rudely. I raised my own eye brows before trying to be polite.

"Yes I am, it's a pleasure to meet you Spitfire." I brought my hand to my stomach and bowed a bit. She seemed taken aback, she probably thought that I was a tough guy, considering my size.

"Oh uh." She gulped, I saw her ears turning a bit pinker. "So sorry about the rude greeting Marshall." She stuck out her hoof. I decided to keep playing along with this little act. I took a hold of her hoof lightly on the underside and bent down and placed a small kiss on it.

"I understand my size makes ponies think I am just a tough guy, but there is always another side to the coin." I stood back up, her ears bent down a bit and pink. Soarin laughed and she bucked him a bit in the side.

"You should take lessons Soarin, perhaps you could get a mare if you knew how to treat one right." Soarin immediately stopped laughing and looked down and picked the ground with his hoof. Spitfire turned back to me, smiling. "So, Rainbow Dash says you are a pretty good musician." She looked at my fingers and I nodded, Rainbow Dash was struggling to hold in her excitement letting out a few squeeks. She turned to Soarin and they walked off a bit and started talking.

"I have to be back in the courtyard, me and a couple of other ponies are covering the music for tonight. If you want a little taste, you can meet me out there anytime past an hour, I have a couple more friends to find." I stuck out my hand and she took a hold of it before pulling me down into a hug.

"You know, I find musicians pretty attractive, especially handsome gentlemen like ones." She giggled and I had just brought my hands to her back. "Run them through my mane, RD told me how good they feel." I blushed and did as I was told. She sighed and nipped at my ear lobe.

I whispered in her ear. "You're a little tease Spitfire." She broke the hug, her ears pink and her muzzle pink a bit. "Your blushing you know." I teased and she eeped a bit before looking at me seductively, turning around, her hips swaying as she walked back over to RD and Soarin. Tease. I walked away, and saw Pinkie. "Hey Pinkie, you look like you are busy, I will talk to you later." She was hopping around, stopping at almost everypony and talked to a bunch of them.

I walked around, and got a little lost. "Well, now where the heck am I?"

"You are near the throne room." I turned around and saw Luna.

"Hey Luna, enjoying yourself?" She nodded and approached me. "I'm looking for Twilight, do you know where she is?" Again she nodded, her gaze, odd. I felt a little uncomfortable under it.

"Follow me." Was all she said as we walked for a bit, and I noticed Luna tail not always covering what it is supposed to.

"Umm, Luna." She gasped and brought her tail right to her body, she turned towards me blushing.

"I am deeply sorry Marshall, I went into season recently, and this is the first time in about a thousand years I have been around other ponies when it happened." I was confused. She looked at me and shook her head. "I'm sure Twilight will explain later." We continued to walk towards the main doors, where Celestia and Twilight were greeting the last of the guests.

Twilight noticed me and ran over and jumped at me, I caught her and she hugged me. "Marshall! How are you enjoying the Gala?" I put her down and Celestia walked over.

I scratched the back of my head. "Well it is fantastic, having the honour to provide music for it is awesome." I noticed the same pony from before that insulted me. Tapping his hoof as Celestia walked over and greeted him.

"Oh hey Rarity!" Twilight pointed behind me and I turned to see Rarity. I waved and she came over.

"Hello Marshall dear, how are you enjoying your self hmm?" She tilted her head and I bent down to hug her.

"It is wonderful, I am enjoying my time, but I really miss you girls." Twilight hugged me from behind and Rarity from the front. We broke apart a couple of seconds later and Rarity glanced over passed Celestia and her eyes went wide.

"Oh no, not Prince Blueblood." I turned and now could put a name to him. He trotted inside and looked over at me, before retorting.

"They let that thing inside the gala." I glared at him. And Rarity took a step forward.

"At least he is more of a gentleman then you." I heard a couple of gasps, before he stopped and angrily stepped towards us, his expression turning to a smug one.

"Oh and if it isn't Rarity of Ponyville, how is making dresses for country fairs hmm?" I narrowed my eyes at him.

"You had better watch your tongue." He took a step back before looking up at me.

"Oh lighten up, whatever you are." He said smugly and turned back to Rarity before putting his hoof to her face and tapping it a bit. "Look at you little pony, making it back to the gala, only to destroy it again this year, with poorly designed dress for your friends." She started to laugh and she looked hurt and humiliated and I grabbed his hoof. And pushed him back. He looked up and me defensively.

"You lay your hoofs on anyone of my friends again, you will be sorry." I glared at him and he snorted.

"Hoofs off me commoner." He used his magic to wipe his hoof with a cloth. I took a step forward.

"Or what hotshot?" I head gasps all around. He took the cloth and almost smacked me with it but I grabbed it. "You lowlife... Stuck up pony." I glared at him before he let go of the cloth. He stood up on his hind hoofs and tried to smack me across the face, I grabbed his hoof as soon as it hit my cheek. I stood strong and head butted him in the face. He fell onto his back and he magically held a cloth to his nose, a little blood running out. "You disgust me, trying a cheap shot? Now leave me and my friends alone." He got up in fear and went off running out of the castle, into Canterlot.

Everypony cheered and I turned to Rarity and her cheek was a little red from his hoof. I bent down and caressed it and she looked up into my eyes before hugging me, "awws" filled the room. I felt a couple of tears run down her face and onto me. "Its ok Rarity, he won't bother you ever again." She let go and kissed me on my cheek in front of everypony, the "awws" then cheering filled the room.

I got up and turned to Celestia. She smiled down and me, as did Luna and Twilight. I looked at the time and grouped hugged the three. "I gotta get back to the stage, see you later!" I took off jogging to get back to the stage. I saw Octavia and Vinyl taking a break, letting the music play as they took a break. Octavia noticed me and called out.

"Hey Marshall, glad you are back!" I ran up and hugged the two mares.

"Thanks for covering for me girls, now lets kick this Gala into overdrive." The both nodded and we rocked for the rest of the night. After a couple of hours I noticed Spitfire walk into the garden and up the the stage. She had removed the head part of her uniform. Vinyl put on a song I didn't recognize and Spitfires eyes lit up.

"Oh man, I love this song!" I thought about it for a moment before lowering my mic to about her level and reached down to her.

"I need a vocalist right now, care to do it?" She looked up at my hand before putting her hoof in it and I hauled her up on stage. And she started to sing her soul out.

She looked at me though out the song and winked at me. "You are pretty cool Marshall." She turned back around and kept on singing.

After the song was done she motioned me to come down to her before kissing me on the cheek and dashing off. We continued until the moon was above our heads. "Thanks for coming out everypony, we enjoyed playing for you guys tonight." We packed out things up, and said goodbye to the girls before going off to find the mane six.

It didn't take long because they were in the main hall with the Princesses. I walked up, and I was exhausted. They all noticed me and came running at me, we got into a big group hug. "Man I missed you girls, so when are we heading home?" I wanted nothing more then to crawl into my bed.

Twilight shook her head. "Its late and the Princess said we could stay here, although there are only seven spare beds." She looked at me. "But Luna said you could sleep in her bed for the night." I looked at Luna, and I blushed.

"You have made this the best Gala so far, so consider it a gift of gratitude." We all started to walk towards the back of the room. I nodded and yawned, to tired to care. I said good night to my friends as me and Luna walked towards her room, she opened the door and her bed was huge! I was easily big enough for both of us. "Make yourself comfortable Marshall." She looked at my clothes and blushed. "Do you sleep in clothes?"

"Well, I sleep in my boxers, but I can if you want me to." Thinking she was prehaps uncomfortable with me being almost naked next to her. She shook her head.

"You had a hard day, and deserve to be comfortable." She blushed a bit more. I nodded and started to remove my clothes. I took off my cover shirt and laid it on a table next to my tuxedo. I then removed my undershirt and she gasped. "I didn't think you were so muscular Marshall." Now it was my turn to blush as she complemented my body. I removed my socks and pants and then looked at her.

"Lets get some sleep now." She nodded and I walked towards the bed, I pulled back the covers then she stepped in. I laid down on my back and she cuddled right up next to me. I closed my eyes as I stroked her mane, her head on my chest and her hoof draped over my stomach. I inhaled deep and smelled something, odd. I couldn't place my finger on it but it was pleasant. I took another deep breath and I felt her hoof caress my abs.

The smell got a bit stronger as her hoof traced down to my waist band and my heart jumped. I wanted to stop her but I couldn't move. I struggled to and I opened my eyes, her horn was glowing as she put both her hoofs on my waist. "No please don't!" She didn't respond as she licked her lips and ripped my boxers down my legs, my half hard shaft laying unprotected to her praying eyes. I cried out again, hoping to bring her back to her senses. I felt her hoof on my cock, and my body betrayed me as it started to get hard, she giggled and then gasped when I reached my full length. She kept me down with her magic as she got on top of me. "Please Luna, I can help you but not like this." I gasped as I felt her wet vulva on my cock head. I looked down and she lined herself up and moaned. "Please, I'm still a virgin..." I almost cried as she forced herself on me, wanting to save my virginity for the one I love. She pulled up and looked down at me.

"You... you are still not taken?" She started to cry as she looked at what she was doing. He magic's hold on me breaking as she stopped it. She gripped my neck with her hoofs and cried into my shoulder. "I'm so sorry Marshall, I don't know what came over me. I couldn't take your first time like that." I comforted her.

"Your in heat, and I know it can't be easy not to succumb to instincts. They are helpful most of the time, but sometimes..." She looked up at me, her eyes watering a bit, and apologetic look in her wonderful eyes.

"Can you forgive me Marshall?" I nodded and looked at her, my eyes narrowing.

"I think we can help each other out, besides I can satisfy you with this." I flicked my tongue, my piercing attracting her eyes as they followed my movements. "I knew you couldn't resist. Now, come here." I flipped her onto her back and started kissing my way down her body. I could smell her, she was strong and I made my way to her teats. I licked around her right nipple and massaged the other one with my free hand. I alternated and she moaned, I put both nipples together and sucked on them both. She moaned louder and I saw her cast some magic. I looked up at her, and she smiled.

"So the door wont open unexpectedly and a noise cancellation spell. You look cute between my legs." She giggled and I rolled my eyes before moving to her sex. She was dripping wet, her juices were flowing all over herself. I brought my mouth almost to her sex, but stopped mere centimetres from it. She twitched and tried to thrust her hips but I held them down. "Please don't tease me like that Marshall..." She bucked her hips and I plunged my tongue as deep as I could inside her folds. She moaned out and laid back, I then got to work. With my tongue in her, I moved my barbell under her clit hood and tickled it around. "Ohh yes, that is great!" She pushed with her hips a bit and I kept it going, rubbing her walls with the tip of my tongue and her clit got hard against my barbell and it stuck out about an inch. I pulled out and inserted two digits into her canal, while I stuck her little clit into my mouth. "Oh sweet Celestia... Marshall!" I felt it twitch against my tongue and I flicked it around with the tip. I pistoned my fingers in and out of her and sucked hard on the clit. "I'm cumming Marshall, oohh." I removed my fingers and replaced it with my mouth, my fingers squeezing her clit, and my other hand went to her ass, lubed with her juices. I put in against her anal opening and I looked up at her and she nodded and thrust her ass onto my fingers. My tongue licking her quivering walls and my fingers diddling her clit. My other fingers pumping her anal passage way. I pulled my tongue out of her pussy and trailed down to her tail hole. I removed my hand and stuck my tongue inside her tail hole. She squeed and panted. "Oh that feels really good. Oh I'm going to squirt Marshall!" She twitched and convulsed, I then returned my tongue to her vagina, so I could taste her juices. My fingers returning to her ass and I felt her juices start to squirt into my mouth. I gulped down all I could, her sweet nectar filling my mouth and tingling my taste buds.

As soon as she stopped squirting, I kissed her lips and moved my head up. She was blushing hard as she panted. She tackled me down, licking her own juices off my face and plunging her tongue into my mouth. Our tongues wrapped around, and she licked around my barbell. She stopped and licked down my body and onto my cock. She looked up at me and smiled before taking my entire cock into her mouth. I moaned and thrusted it into her throat. She moaned, her voice vibrating through my length. She magically brought my hands to her head and she smiled. I grabbed her head and I forced her head up and down my cock. She blushed hard and closed her eyes and wrapped her tongue around my cock, I thrust harder into her mouth, feeling her throat engulf the head. She let her tongue run along the bottom of my cock, the tip caressing my balls each time my cock head went into her throat. I felt my orgasm coming up quickly, I thrust more desperately into her mouth, and she noticed it. She brought hoofs to my cock and jerked off my lower cock, and swirled her tongue around my cock head as I felt my seed almost coming up my cock. Her horn glowed and I felt the pleasure peak, and take off flying. My vision blurred as my seed pumped and pumped into her mouth. I felt her gulp down my seed greedily and it kept on coming. My vision returned and I felt her cleaning my cock head with her mouth.

"Enjoy that? A little spell made it all the better." She licked her lips and cast another spell, and clean us off. She laid up beside me and sighed. I closed my eyes and just laid there and Luna snuggled into me. I sunk deeper into the bed and to sleep, and couldn't wait for tomorrow's adventure.

Thanks for reading people, suggestions are welecome. I may start pacing these out more to around three to four days to get the content better. I love reading reviews and messages and will reply to all of them, taking ideas into consideration. See you next chapter!