#35

Something was on me, from my face to my groin. Whatever this something was, it laid on me, was warm, and fidgeted. "Wha..." I muffled out through the soft wall that limited my breathing and sight. This wall was radiating warmth onto my face and it smelled kinda funny too as it fidgeted after my last muffled word. "What is this?" I pondered as I moved my hands to remove this blanket or cover from my face. I didn't grip a blanket but I did grip gently to something a lot thicker and warmer than the blanket I hoped to be removing. My hands bounced around trying to identify what this thing was and my eyes slowly blinked away the blur. "This isn't a blanket…" I muffled out as I quickly gripped the object tightly.

"hmm…don't be so rough…" Luna's voice purred as I felt the something shift and comfort itself on me. I felt something rub against my lips; soft-warm-wet-pussy. I remained still and silent for a bit taking in what was happening, Luna was on me, presumably sleeping, and with her bottom to my face. I couldn't move, my body's instinct froze me in place while my head yelled at me to do something.

"Oh…so…warm…" Luna's voice hummed out lewdly. I didn't notice it automatically but I retracted my tongue back into my mouth and felt my throat lump up as, what I presume to be Luna's head, dropped gently onto my crotch. My mind raced between "WHY WAS MY TONGUE IN THERE!?" and "OH GOD, WHAT'S SHE DOING!?". I wouldn't last long trying to hold back an erection when Luna's head is right on top of it and her, now dripping, vagina was pressed onto my mouth.

"Oh…look at that…he looks playful…" Luna eased out lifting her head from my crotch and now sitting up on my face. "OH FUCK! WHAT KIND OF TEASE IS THIS!? I mentally yelled as my legs felt like cramping up and my dick twitched painfully. I could feel her pressed against my face and my body weakening from her sweet smell, but something kept me from giving in… the fact that Dash and Vinyl where right beside me. I tried to lift my back off the bed but just when confidence had risen, I felt her hoof begin to twirl my Little Me's head and my body fell and arched back onto the bed. "OH, HELL NO, NOT NOW!" I thought as I forced my forced my hands to Luna's hips and tried to lift her off me but it seemed the harder I lifted the more it seemed like she was forcing herself down.

"GET OFF ME!" I exclaimed through her bottom, which muffled my voice to a low pitch. I knew she heard me and she knew I knew, but her actions didn't follow. I felt the pant's button come undone and my erection alleviate a bit, I might have thanked her for it but I was more worried about the two beside me finding me like this. "LUNA GET OFF! NOW!" I pleaded but it was just more fuel to her playful tease. I felt her lay back down on me and rub her cheek on my shaft.

"I wondered when we would do this again…" She silently giggled trying to get the last layer off but my instinct kicked in. All in front of me was her two holes and that was the solution. I had teeth, she had a clitoris, and she was asking for it. I bit down hard on her clitoris and she rapidly cried and leaped into the air before falling onto me again, this time her face was pressed against mine as she sternly stared into my eyes and I back at hers.

"HEY! AT LEAST GIVE YOUR PRINCESS A WARNING FIRST WILL YOU!" She yelled, pressing a hoof onto my chest.

"LIKE YOU GAVE ME A WARNING!" I argued back placing my hand on her chest and pushing her off but her magic forced me down. Luna pressed her muzzle tightly to my nose and gave me a punch with her hoof to my chest, "IT WAS A SPECIAL SURPRISE!"

I pushed her face back with mine, "FOR YOU OR ME!?" She gave me a knock on my forehead with hers, "THE BOTH OF US!"

"Wha…what is going?" Vinyl's yawned from my right. I quickly turned to her as she rubbed her eyes, I turned back to Luna and tapped on her chest rapidly, "Get off me…now!" She did no such thing, she instead giggled as she let herself rest on me. She was being too much right now, I could feel my dick wedged between her flank and she constantly moving her hips was forcing me to stiffen up from my neck to my legs.

"Aww, are you afraid of getting caught with the princess?" She teased with a whisper and blush. I didn't know who to answer, Vinyl or Luna, either way, something is inevitable is going to happen. I nodded my head in agreement with Luna's question and she returned it with a giggle as she rested her whole body on mine, "You're cute when you're nervous…"

I quickly turned back to Vinyl, she was sitting up and staring at both Luna and me, struggling to identify what was in front of her because of the darkness of night. "Ben? Is that you?" Vinyl asked squinting hard as she tried to adjust to the darkness. I had to calm myself before answering because Luna kept acting cat-like and purring against my body. I wasn't against her doing so but right now wasn't a good time, especially in front of Vinyl.

"Yeah…" I replied trying to hold in my breath. I couldn't move and I was erect in front of Vinyl; this wasn't going well.

"Why were you screaming?" She yawned raising her hooves to the ceiling and stretching her body out. Luna giggled and gave me a lick that ran from my neck to under my chin. I shivered as I pause again and took another breath in. "I…uh…had a bad dream," I lied but it was the best I could come up with. I saw Vinyl cock her head and scratch it.

"Uh…I think we should ask Luna about that," Vinyl said getting up on all fours and moving over beside me. I wanted to stop her from coming closer but my words never escaped my mouth, instead, Luna responded for me.

"Well, I could look into that, but then I wouldn't be able to spend time with Ben!" Luna cheerfully responded making me close my eyes pray to be somewhere else. I waited a few seconds before cracking an eye open and looked at Vinyl's wide eyes reflect in the darkness.

"Lu…Luna?! WHAT'S HAPPENING!?"

I couldn't speak any more; Luna's magic had reached my mouth too and now I was handicapped from moving and speaking. I stared at Luna as she giggled and smiled.

"You wanna see?" Luna asked flashing daring eyes at Vinyl who still couldn't see past the darkness. Vinyl was trapped between answering yes and no, and in the end, she nodded unwillingly. I couldn't anymore with this heavy tease, I shut my eyes tightly and hoped for a solution or change of events, it was one thing for Luna to play around and another to exploit me like this. The image me and Luna created wasn't one I couldn't stop imagining, my dick was throbbing as Luna moved her behind, rubbing it and I was pinned down to the bed with no defense. "Why…must…you…be…so…cruel?" I mentally whimpered.

"I'm soaking wet…" She intercepted my thoughts with her ability to speak telepathically.

"SHUT UP! I WHAT WILL VINYL THINK IF SHE SEES US LIKE THIS!?"

"Think? What is she thinking about! I gave her eyes an enhancer!"

I paused and took a deep breath to calm my attitude, of course she would do something like this. "Luna…My dick is throbbing, I'm pinned to the bed with you on top of me…and you're telling me Vinyl is looking at us?" I telepathically asked back sounding depleted and given up.

"Yeah, isn't it cute how red she is…oh…look, you're red too!" Luna giggled popping up in my head again. Of course, I was blushing, how could I not? Vinyl was staring at me while Luna played with me like a puppet and I couldn't cut the strings. I slowly opened one eye and quickly caught Vinyl in my sight, she hadn't moved but her mouth trembled along with her body as she stared at what was clearly exposed in front of her.

"Is…is that…" She asked taking a step closer, her eyes still wide as hell like her curiosity. I wanted to look away but I couldn't, the thought of being caught off guard kept my eyes on her.

"Yes, indeed that is Ben's stallionhood, I was a bit surprised when I first saw it too," Luna replied sounding persuasive and, above all, lustful. I knew I wouldn't be able to hold back my obvious pleasure, I could feel the strange urge build up inside me, and now, it seems I couldn't do much but hide my pleasure. Her low movements were already getting to me and so was this strange feeling of being watched.

"But…it's HUGE!" Vinyl shrieked, she was by Luna's behind and she got a good view of what they called, my "Stallionhood".

"Fuck it, tell me something I don't know!" I thought as I slammed the back of my head on the mattress, my heavy breathing was ceaseless and so was my perspiration. "Enjoying yourself?" Luna asked me smugly. I gritted my teeth and let out a shaky breath, "Damn it Luna, I don't need to answer that! You know it damn well!"

"I guess I do, come on! I know you want to smile…" Luna teased moving her hips a bit faster. Her teasing was testing me, I could feel a smile starting to twitch onto my face, I was losing to her. I turned my eyes to Vinyl who was looking down at my face, her face represented an abundance of emotions and worry stood out above them all. "Ben…do you like…doing this?" she asked. I looked to the ceiling and grunted a bit as I mustered the strength to let out a few words with every breath, "…I do…I'm…sorry-"

I was interrupted by what felt like the warmest, wettest, and without a doubt, the most unexpected lick of my life go from the base of my shaft to the tip. I shivered, clenched my teeth and let out a grunt as I held back my breath. "WHAT THE FUCK JUST HAPPENED?!"

"Gah! Vinyl?! That's…too…warm…" I grunted wanting to lift my back off the bed as she ran her tongue again but Luna's magic still had me suspended. I closed my hand into a fist as I resisted the urge to climax on the spot. Luna giggled as she lifted herself off my rod and turned around giving me a face full of her soft behind, "Mind if I help out?". She was asking Vinyl, and Vinyl replied with a nervous whimper.

I stared at Luna's two holes one was idle and the other was dripping onto my face. "She wasn't kidding…" I thought remembering she said she was wet. I wanted to move my hands to grab her behind tightly but the magic was still in play and was annoying as ever, "Damn it."

I gritted my teeth, letting out my grunts through them and fighting the urge of losing my mind. "Oh look, something is coming out the top…" Luna whispered finally placing lips to tip and I finally lost it. I didn't know how it happened but my hands gripped tightly to Luna's plump bottom and I sank my mouth into her tease. "GWAH! BEN!" She cried out as I made sure to drive as much tongue as I could into her, she whimpered a bit before placing her lips back on and sucking on the head along with Vinyl.

"I'M SORRY!" I muffled through her pony-hole before she yelped again. "GEEZ, I'M NOT A BALLOON!" Luna whimpered back keeping her eyes tightly closed as she continued doing what she was doing. "I may be one though…" Vinyl eased out in a muffled moan as she and Luna kissed with Little Me's head in between them.

"How did sleeping come to this?"

K chuckled as he detached his face from the wall that separated his room from "their" room. "He-he, Balloon…"

He let himself fall onto the bouncy mattress of his bed, which was alongside the wall, like a ragdoll. "Oh well, I guess the cider got to them…" K sighed adjusting himself comfortably on the bed and flipping the pillow behind his head to the cooler side. After K said his goodbyes to every drunk pony at the restaurant, he came to his room to crash for the night but now he was listening to the lewd sounds of his next room friends.

K stared at the ceiling of his room curiously as he connected the moans, groans, yelps, and cries to their source.

"Vinyl…"

"Ben…"

"Vinyl…"

"Luna…"

He continued this for three minutes straight, he was highly concentrated.

"Luna…"

"Ben…"

"Ben…"

"Room Service!"

K quickly paused, "Dafaq?" He picked his back off the bed and stared at his partially opened door. There was a pony poking its head through the door, glimmering jade eyes, pure white fur, and a baby blue for her well-combed mane. K stared at her suspiciously and she stared at him nervously as she tried to back out of the room with a blush clearly seen through the dim-lit room. "Umm…wrong room…" She nervously giggled taking a step back and making her head disappear.

"WAIT!" K immediately exclaimed forcing the door to slowly creak open and the pony to poke its head around the door again.

"Y-yes," She asked, flustered and nervous. K quickly brushed aside the hair that covered his forehead and eyes before chuckling.

"Hey ya! How's it going?" K asked with a slight smile being as friendly as he could. The pony looked at him and around the room before taking a step into the room, cautiously. "Uh…g-good, you?" She asked trembling a bit, hoping to not get on any bad side. K wasn't easily pissed off but he was rather playful, hence his chuckles.

K ran his index finger to his lips and hushed her, "Shh…listen…". The pony curiously stared at him before perking her ears straight up and listening. It didn't take long for her to take notice, her ears immediately dropped, her eyes widened, and her blush upgraded.

"Wh-what is…going on?!" She asked looking at K. K smiled as he turned from the wall to the pony, "Last I heard, Ben was inflating Luna like a balloon, now I guess you can tell what's obviously happening!" He chuckled making her blush and look away.

"Luna…is doing that…" The pony whispered a bit crestfallen and with a whimper or two, "Lucky her…"

K's mind twitched a bit and maybe his ear did too, he looked at the pony and suspiciously stared at her as she looked at the floor twirling a hoof on the floor and her eyes slightly glowing bit greenish. K's eyes immediately switched to his bed-side counter and to the green glowing gem on it before rapidly snatching it and hiding it under his pillow. The pony hadn't noticed his quick movements and K sighed in relief as he laid his back on the bed again.

"Yeah, I guess she is pretty lucky…" K said with a smirk crossing one leg over the other and placing his hands on his chest. The pony looked up at him on the bed and looked towards the floor disappointed. K hadn't broken his soft stare and his smirk faded for a few seconds before reappearing with a new idea. He quickly lifted his back off the bed and gleamed his toothy smile towards his visitor. She glanced at him and she froze as she noticed him scratching his head and smiling awkwardly.

"You're Room Service, right?"

She gulped as she nodded, "Y-yes, how…can I serve-I mean help you?" Her blush stretched across her face as she stared at the floor having an internal struggle with her emotions. K made a smirk from his smile and contained his playful side.

"Well…How about you keep me company?"

"Keep you…company?" She asked lighting up the dim lit room with her blush. K nodded like a child would, "Yeah, I don't ask too much do I?" K teased with a grin. She looked away from his grin, trying to hide her embarrassment before looking back.

"N-no, I guess not…" She agreed in a near whisper before looking up at him, "Why are you so…kind?"

K nodded and shrugged before aiming a finger at his chest, "I'm a crazy dude, I have a crazy mindset, I've got a crazy heart."

She seemed to take in that seriously as she looked around herself before appearing by the edge of the bed, she had her front hooves on the bed while her hind hooves remained on the floor. She thought about what she was doing, "What am I doing? K…". She must have realized how long she stood there on the edge and shook away the question and hopped onto the bed, trembling a bit as she made herself by K's side and let herself plop down next to him. She looked around herself before stopping at the bedsheet refusing to look up from the embarrassment, "I'm…here…".

K lowered his back, back onto the bed and looked to his right, at her.

"Thanks…" K responded laying his head comfortably onto the pillow under his head and closing his eyes. If K knew anything about the perfect way to tempt someone (or "pony" in this case) it was to make them beg for it. He remained still and with a smile stretched across his face as he listened to the lewd sounds of his next room friends. He managed to keep his act on for fifteen minutes and still going.

Clearly, the pony beside him was confused, embarrassed, and with an urge. She lifted her hoof at times to ask but quickly stopped her mouth when it was about to ask. "Why…why is he playing like this!?" She cried on the inside, smacking her head onto the mattress. She stopped when the dizziness started to kick in and she rested her body comfortably on the bed like K did but she kept her eyes slightly open. She looked at K and then at the wall that still passed the moans from the other side.

"He's by my side, why can't I do a thing? you're not supposed to be embarrassed…stop that!" The pony sternly whispered to herself making K pry an eye open slightly and curve the end of his lips. K peered at her as she began rolling around like a rowdy baby with the pillow that she had.

"K! You shouldn't tease your Queen like this!" She whispered a bit louder throwing a punch to the pillow, she swung her hoof back for another punch before being stopped by the muffled moans coming from the wall. She huffed out all the energy she used up on the pillow and stared at the pillow before throwing it off the bed and recoiling her body, looking at the wall. She sniffed a bit and whimpered as she shook a bit, "Shut up Luna! Why are you two always a step ahead of me!?"

"WHY CAN'T I JUST BE…HEY!" K's hand softly landed on her belly. She was in a shocked anger before realizing who's hand she had on her and she shivered as she closed her eyes tightly.

"Chrysalis, you beat yourself up too much," K whispered rubbing her belly soft and gently. Her eyes widened as she rapidly looked down to her abdomen and seeing K's hand massage her. "You…knew?" She asked before covering her mouth with her hoof, her voice came out more like a moan than a question.

K smiled as he scooted in a bit closer, "I wouldn't call myself K if I didn't know my friends…"

She turned over to look at him, her eyes showing a ton of broken emotion. K retracted his hand a bit as Chrysalis stared at him wide-eyed and shocked.

"Friends?" She asked. K paused for a few seconds before nodding, "Yeah, what's the matter, you're not familiar with that term?"

She looked at the bed with a light frown before shaking her head in disagreement. "I never liked that word, what's the point in it?!" She changed to a more frustrated attitude and was now frowning as she stared at the mattress. K paused, what did he just hear? He didn't understand why she was so upset about it or why she didn't like the word but he was curious.

"The point? Tell me, how long have you been lonely?" K asked giving her his demanding-an-answer eyes with a hint of please in them. She immediately scoffed as she shook her head in denial.

"Lonely? NO, never…never," Her scoff and self-confidence diminished on the spot and she did her best to cover up her insecurity with fake laughter, "I'm not lonely, I'm fine…".

K shrugged and turned his around and left Chrysalis talking to his back. "Fine then, goodnight…" K finished with a yawn followed by a smirk as he closed his eyes, she wasn't lonely anyways.

"NO! I DIDN'T, I mean…darn it…" Chrysalis quickly tried to make up for what she said, her hooves reaching for him but not having the courage to touch him. K chuckled and shook his head as he lifted his back off the bed and turned around towards her with a gentle smile. Chrysalis stared back with a bit of frustration but more with the embarrassment of being made to look so weak. K reached out his hand to her.

"What are-HEY!" Chrysalis exclaimed as K placed his hand on her belly again and gave her gentle belly rubs.

"The point is…they're there to give you someone to speak too, to share things with, or…" K ran his hand a bit lower forcing her to widen her eyes and use her hooves to try and cover herself.

"N-no" She shivered as K yanked slightly on the piece of fur that stuck out above her playful peice.

"Someone to play with…" K gently chuckled as he teased around her lower region, not going for the touchdown but just low enough to arose and soften her up. She let out the heavy breath she was holding back followed by a thin string of drool landing on the bed sheet as she closed the gap between her legs slightly making it harder for K's hand to venture.

"Wait…wait…" She let out in half moans, half shivers but K wasn't one to stop before he even got to the fun part. "What is it?" K asked back not struggling to get through Chrysalis's thighs and over her fun-time. Heat radiated from below her like a furnace, K chuckled as he decided to put hand on base.

"Epp! Please! I'll-I'll revert back…"

K's mind read that warning all the wrong ways, "Revert back aye?". He quickly used a finger to slightly split the two pink walls, he ran his finger up and down picking up the warm liquid that drooled from her marehood.

"D-did you not…hear me?" She moaned before biting down on her lower lip and pressing her face onto the mattress. K smiled as he removed his finger from her and lifted it up to face and studied the dripping juice from his finger. She felt the absence of his tease and looked up from the mattress, observing K lick her extract from his finger making her tremble a bit as he gave her a playful toothy smile.

"I did, and now…I'm thirsty," K chuckled quickly turning Chrysalis around on her back and with her whole front body exposed to him. She looked away terrified with embarrassment as he stared down at her fully exposed. She was cute in this position, it was a pony's body structure and how different it was compared to a humanoid; K had to process the beauty before him before getting to action.

"What are you doing?!" Chrysalis questioned annoyed by the wait. She kept her eyes closed as she waited for K to respond back.

"Admiring the view…"

Chrysalis shook her head in disagreement still maintaining her eyes closed, "Shut up, there is nothing to see!"

K glared a grin as he positioned Chrysalis to his liking and made himself comfortable on the bed. His head hovered between the wide gap between her legs. "Not yet…"

"Wha-MFGGH!?" Chrysalis's eyes shot wide-open and her hooves went over her mouth as K placed his mouth to her drooling pussy and gently nibbled it. "Ha….st-stop, you'll…make me change back…" Chrysalis pleaded through her lustful moans but like before K read her words the opposite way. He forced in his tongue and Chrysalis laughed psychopathically before covering her mouth with her hooves again.

"You…don't know when to stop…do you?" Chrysalis eased out leaning her back off the bed with a smile showing lustful joy, that just so recently appeared. K knew how to answer; just push further; he closed his eyes and pushed his tongue in as far as it could go and used his mouth to plunge her pony pussy.

"Okay! I GET IT!" She giggled through moans as she used her hooves to push K's head deeper into her crotch. She pushed but quickly stopped when she noticed her left hoof slowly dissolving away and revealing a dark-colored hoof filled with pores. She lifted her hoof and stared at it as the dissolving slowly proceeded up to her shoulder. "Why now?!" she whimpered inwardly before feeling her whole-body tremble as K began using his tongue in more alternative ways. She stared at K's head for a while before giving a giggle as she rid her negative thoughts and placed her hoof on K's head again and pressed on it, "I guess I'll enjoy it while it lasts."

K quickly felt the change, the walls that he felt around his tongue became tighter and the taste became different. He slowly opened his eyes to the black new color in front of him and the edges of his smile arched a bit more, "Finally!" He was waiting for this to happen and at last, it did and he was more than excited. Chrysalis shivered as K slid his tongue out and lifted himself up to look at the new scene.

"Umm…Hi," Chrysalis waved at him, oddly finding a way to bend her hoof. She felt the feeling rush through her, she knew it was over for the fun, but her mental cries for more still pled. "Why so soon?" She wondered as she sighed and tried to turn to get up but was stopped immediately by K hand going onto her chest.

"What's up, I thought you looked forward to this?" K asked her both worried and confused. K understood his feelings but Chrysalis didn't, she looked up at him dumbfounded by his question. "You…still want to continue?" She asked.

K nodded back and chuckled, "Yeah, but I prefer you looking like this, that's why I kinda got ahead of myself…sorry about that."

Chrysalis's mouth trembled as she thought heavily about what he'd said. "You prefer this…how?" K easily noticed the change in tone, her voice was emotional and shocked, maybe heartbroken but defiantly emotional.

"How? You look cute like this! When I first saw you, I never thought about the lies in that book I read but instead of how you looked…you stood out from all of the ponies." K chuckled towering over her with his hands on either side of her head as she looked at him, choking and struggling to get out her words. "Uh…Chrysi?" K asked as he noticed her giving him a stare that would carve so deep into his soul it would wipe all the sin he was; she had tears slowly emerging and streaming down her face as she whispered out his name under her breath. K smiled as she smiled back at him.

"Oh look, she's even cuter now…EKK!"

"K!" Chrysalis cried out somehow launching her back off the bed and catching him with her forehooves around his neck and her hind hooves around his abdomen. K somehow ended up with his back to the bed with Chrysalis cheerfully embracing him, her face was over his and her jointless hooves still wrapped around his neck.

"Woah, I thought I would be on top!" K thought as he stared Chrysalis's true dark-green eyes; they were deep and confusing. Chrysalis had tears still running down her face as K stared in amazement. "You okay? You seem a painfully cheerful…" K asked with a compassionate smile.

"Yeah-yeah, it's just," She had to catch her breath and wipe away her tears with her magic, "It's just, No pony, or anything has ever thought that way about me!"

K was stunned into a sudden silence as he tried to comprehend why no pony would ever consider being this cuties mate.

"No pony has said anything like that before, why? Why does it feel so painful?!" She burst into a second set of tears, tears of pain. K slowly lifted his hands and embraced her firmly as she lowered her head to cry onto his chest. Sympathy was K's motto at the moment and his knack for knowing what to say was always working.

"Maybe because, you've never been loved before…"

Chrysalis was hurt by what she hated the most, and now she was confused about every little aspect she originally thought was "Stupid" or "Weak". She slowed her tears and let out a shivering sigh as she looked up at K with a broken smile that held back the floodgates to her eyes.

"I don't know…what love is…"

There go the floodgates, she smacked her head down on his chest again and let it out as K ran his hand through her silky mane. He sighed and smiled as he stared at the ceiling, "What is love…baby don't-Nah that won't work."

"Love, is something weird, isn't it?" K asked with a gentle smile portrayed across his face. Chrysalis lifted her head from his chest and looked at him. "I don't know…how about we find out?"

K raised an eyebrow, "You sure you're feeling up to it?"

She nodded with a teary smile, "Yes, I'm just confused, that's all."

"Why don't you start off, you're on top," K chuckled making her blush a bit and look to the side. "I…uh…don't know much about stallions…I mean, you know..."

K smiled widely as he patted her head playfully, "Do what you think is right, that's what everyone does their first time!"

She looked at him and slowly picked herself up, using her hooves to support her as she towered over him. "…okay…"

She did as her mind told her and she went for his mouth, gently pressing her lips onto his. "Good girl…" K inwardly chuckled as Chrysalis found a way to penetrate his lips with her tongue and forcing K to return it with his. As that was happening she used her magic to slowly undo the button on his pants, that restrained K's dick from going haywire.

It didn't take long for his bulge to slightly rub against her bottom through the underwear. Chrysalis separated from K's mouth and lowered her head looking through the tunnel her hooves made and at K's erection slightly tapping her and twitching.

"Isn't that a bit too…you know…big?" She awkwardly chuckled blushing a bit stronger. K looked between the tunnel her hooves made and tilted his head in curiosity.

"I suppose so, does it scare you?" K was being his oddly soft-self as he looked up at her staring at his erection between her legs.

"Umm…a little…will it hurt?" She continued staring, both worried and excited. K scratched the side of his head and chuckled, "A little…are you sure you still want to?" If K wanted anything it was to not have regrets by morning, he thought the same for Chrysalis.

She glanced up at him and smiled nervously, "Y-yeah, I just have too…". K turned his attention to the last layer of clothes, that restrained his erection, slide right off with Chrysalis's magic. His dick bobbed from side to side before going straight up. K's eyes widened as he remembered what happened between him and Derpy, "Derpy managed to deepthroat this?!"

"Woah…" K eased under his breath, "Now that I look at it, it does look abnormally huge…"

Chrysalis looked at him and gulped heavily as she used her magic to align his dick with her pony hole, K's eyes gleamed as she slowly lowered her herself to the point he could feel her radiating heat onto his shaft making his breath quicken.

"I'm-uh…"

"Don't rush it, you can go as you please," K said giving her some comfort.

"You weren't like this when we first met…you were…crazier…"

"I'm still that dude, I just have a thing in which I can't stand others being down around me, unless it's someone I despise, then I can just leave them to suffer," K smiled, the same effect his smile had on Luna rubbed onto Chrysalis, she blushed as she stared at his smile that didn't match his persona.

"I like you anyways, don't tell anypony that...I mean…please?"

K nodded reassuringly. Chrysalis sighed and giggled a bit as she smiled back before looking between her legs again; he was still erect and twitching.

"Oh…uh sorry for making you wait…"

She looked behind her as she slowly lowered herself but stopped nearly at contact between both of their secrets. K chuckled as he reached out and gently rubbed her cheek.

"No worries, take it slow if you need to, we got a night and drunk friends next door!"

"Y-yeah…"

She was still a bit septic about how to begin or even what to do, she was inexperienced with such things. K was too but he knew how to keep it cool.

"Need some help?" K offered, smirking with confidence as Chrysalis chuckled with overflowing embarrassment.

"…can you?"

K ran his arms across her body until he finally reached her flank and got a grip. She let out a squeak followed by a weak attempt at speaking, "Y-you…do it…". K gave a worried smile as he comforted himself and aligned himself and Chrysalis. He got Chrysalis on her hooves and his erection to rub against the slit between her warm lips send shivers down both their spines and to add to Chrysalis's curious anatomy, her fairy-like wings fluttered cutely. "Cute!"

"Okay…I guess I'll start…" K chuckled obviously feeling nervous and cautious. Chrysalis closed her eyes as K began pressing his hands on her flank forcing her down slowly, her wings fluttering a bit quicker. A slick sound appeared as his rod pierced through the lips and into her inner warmer walls, it was a jolt of pleasure for K and pain for Chrysalis, who whimpered as she felt the scorching tip of his shaft inside make it past her first layer.

"Oh…fuck…" K squinted his eyes tightly as he applied more pressure to enter her incredibly soaked pony hole. Chrysalis couldn't help but to whimper in pain as K forced her down his erection, despite her being as wet as she was, K was still a tight fit. He wasn't even halfway in but he could easily see that she was suffering in a bit of pain, it didn't take an expert to know that K was thinking heavily about what was happening. "Should I just shove it in and quickly end her pain…or go slow?"

It was sudden and unexpected; K slapped his hands onto her flank and gritted his teeth, showing half of a grin, he made his choice. "What are you-GAH!" Chrysalis's eyes shot wide and she cried out loudly as K forced her completely down him, leaving her twitching and tearing up in pain and pleasure. The moment K forced himself inside her she had instantly thrown herself upwards and was now in cowgirl/cowpony position. K laughed a few choppy breaths as he did his best to find the strength to look up to Chrysalis's face without regretting anything.

"A-ha…a-ha…a-ha…" Was all Chrysalis could let out of her breathless body as her tears rolled down her cheeks and down her body. K looked up with a smile he couldn't get rid of, the feeling of her pussy tightly wrapping around him was the most unmatched pleasure he'd ever felt.

"S-sorry!" K grunted trying to keep his breath from escaping. Chrysalis gulped deeply and placed her forehooves on his chest and weakly supporting her new position, "It…hurts…" she whispered under her breath as she moistened K's shirt with her tears. Even if she said that, she was still feeling something over that pain, K was inside her and she couldn't lie about the awfully painful pleasure she was feeling.

With Chrysalis in the position she was, K could easily the blood that was clearly visible from where they connected. He looked up at Chrysalis as she slowly managed to take better intakes of air and use her trembling hooves to wipe away her tears. "I'm sorry, I got carried away!" K cried out hoping she could forgive him but she didn't respond. Instead of an acceptance of his apology, he instead felt his dick slide against the warm surrounding of Chrysalis's pussy up to the point the tip of his dick was the only thing inside her. K widened his eyes as he quickly looked up at Chrysalis confused and worried about what she was doing.

"Chrysalis, what are you-"

He didn't get the time to ask, she quickly dropped her flank down on him violently and forced him to stiffen up and become unresponsive. Chrysalis had her eyes glue onto K's eyes as she allowed herself to fall onto his chest and quickly connect her mouth with his. K could feel her snake-like tongue making rotations inside his mouth, he closed his eyes tightly as he gave her back what she wanted; he never let go of Chrysalis's plump bottom. He gripped her curves firmly as he thrusted himself out of her pussy before ramming right back in. She whimpered as she tightened her eyes and pressed her lips onto K's as K swirled inside her mouth and began sliding out and in, making sure he hit the deepest parts inside her.

Chrysalis parted her lips from K's mouth as she placed her hooves on his chest and lifted herself. She smiled completely lewd, her tongue was loosely hanging while drooling on him as K used his hips and hands to force her in deeper with every thrust.

"Ha...Ha, K…I want to move…" Chrysalis requested giving him her look of complete lust which was a no-brainer for K, he let go of her bottom and let his arms fall to his sides. She didn't need permission when she was completely lost in the moment, she brought herself up and forced her way down. With every thrust, she let out a moan or yelp, and K smiled at his luck.

It was strange for K to even think when he was getting, probably, the most unique pussy in this land but he was thinking. He was incredibly joyful, not only because of sex but because of who it was with, she was something that appealed to him and not anyone else. "What made her special?" K thought, "Is it her beauty or something else?". K couldn't find a clear answer, but something about her smiling lewdly as she looked down at him, flicked an unknown switch, one that will play a major role in the future.

Upon a deep thrust, K quickly grabbed Chrysalis's bottom and lifted his back off the bed sitting up with her and thrusting her up and down with his hands. She wrapped her hooves around his neck as K worked up a sweat moving her in rhythm.

"K! You're too big, I don't I can go much longer!" She cried out burying her face into K's shoulder as K bit down on his tongue and quickened the pace. "And you're too tight!" He grunted as he closed his eyes tightly and rammed himself into her, hitting the limit point of her womb.

"Something is going to happen!" She moaned out gripping even tighter to him and recoiling her hind hooves. Mixed juices were spilling out of her trap and flying everywhere as K refused to slow down to end this strong. "I know! Just hold on to the end! I'm almost there too!"

"Wh-ha! What's…going to…happen!?" Chrysalis asked, taking heavy breaths and moans between words. K, did his best to pull off a grin as he managed to barely open an eye. "The…best…part…" he chuckled with nearly no breath and both of them drenched in sweat. Chrysalis clenched her teeth before quickly using her magic to remove K's hands from her bottom and pull them up to embrace her as she embraced back. "What are you doing?" K grunted.

"I WANT THIS NOW! PLEASE GIVE IT TO ME!" Chrysalis cried as she forced her hips back and forth, rapidly. K got the point and embraced her tightly as he helped out by moving his own hips with hers, in equal motion. Her wings fluttered rapidly as K pierced her again and again, twice every second, and juices just couldn't cease in slobbering all over the bed.

At last, K's arms began cramping up as he came closer and closer to the finale and Chrysalis began beating down quicker than before. "Okay…Chrysi! I…can't take it anymore!" K exclaimed as he gripped Chrysalis tighter. Chrysalis couldn't feel any different, her trap was swollen with pain and pleasure that it was impossible to say she wasn't going to explode in the next few seconds. "Me too!"

"Gah! Fuck it!" K groaned as he finally pushed Chrysalis as deep as he could and unleashed it all inside her, he couldn't control anything as his dick throbbed with every spurt he shot into her. Chrysalis whimpered and bit down on K's shoulder and tearing a bit of his clothes as she experienced her own orgasm. "THIS IS AMAZING!" She laughed out manically as she pressed her hooves to K's chest and pushed away, arching her back to take in as much of K's spunk as she could. "IT'S SO WARM!" She exclaimed letting her hooves go and hugging it out with K but K wasn't done.

It seemed almost endless the amount that K was just bombarding her insides with, now it was oozing out of her and onto the bed as K just continued releasing with no control at all. It was almost thirty seconds of non-stop orgasm and still going.

"Th-that's too much K!" Chrysalis squeaked as K somehow managed to find the strength to move her up and down again, and yet again unleashing another load into her. Chrysalis must have lost her mind with this new load since she began laughing insanely as she was filled constantly, and given no break. It must have ended at some point but not soon enough, it overwhelmed Chrysalis and she smiled almost silly-like as her eyes gave out and she leaned backwards, letting K's dick slip out. Even then he still managed to stain her as he released a few more spurts onto her belly.

K caught her before she could fully fall back on to the mattress and gently pulled her up to him as he let himself fall onto the bed. He set her beside him as she smiled in her fatigued state, he couldn't help but smile back as she constantly twitched from oozing out his semen. K turned his focus to the bed before scratching his head, "Shit, when you actually need room service…"

"Oh…" K yawned, turned his attention to Chrysalis as it seemed that what he left inside of her kept oozing out, but that wasn't as important as what was happening no her flank. It was a strange symbol, sort of resembling the cutie mark ponies had, had appeared, it was strange but K was beyond the point of exhaustion and shrugged it off.

K comforted himself throwing the blanket under him to avoid sleeping on his own residue and placed Chrysalis right next to him, before softly stroking her flank and admiring her curves and new symbol. He smiled gently as he let his head gently strike his pillow, he yawned once more before closing his eyes leaving his hand placed on her flank.

"Maybe, you have something special too…"

I don't know how this madness could become any more mad but I couldn't argue that I was enjoying myself with Vinyl blowing me. Exhausted Luna took a rest beside Dash who was awake and she'd been for a while now but she hasn't moved or spoken as her wide eyes gleamed upon Vinyl. I was laid down on the bed, with Vinyl blowing me from between my legs. It was the hardest task keeping myself from orgasming inside her mouth, (to think I could hold this in this long was surprising) although Flutters somehow managed it but she went full deepthroat…now that I think about it…I don't think I orgasmed in her mouth, let alone her throat…oh shit.

I never broke my gaze with Vinyl as she bobbed her head up and down in an enjoyable rhythm…maybe because she was wearing her headphones and listening to some hardcore beats. I don't recall her getting those headphones but she had them when she surprisingly plunged her mouth onto my cock and began moving her head. Where had my pants gone? like I know. Where has my shirt disappeared to? Like I know. Somehow, I strangely lost my clothes, and all I had was this erection which was close to exploding into a fountain. She's been going at it for ten minutes and her rhythm changed multiple times, with all three songs she's played as of now, and this would be her last.

"D-damn it, Vinyl…what are you listening too?" I grunted as I felt the first of many throbs occur, it felt like my dick was swelling up with every time she swirled her tongue around the head and slid down. Of course, she couldn't hear but I knew she felt that last throb and got a clue, her sudden attempt to take me deeper was the giveaway. She closed her eyes and forced herself deeper, despite her whimpering and whining, she persisted.

"Mrfgh-" She muffled out with a mouth full of cock as she only managed a bit pass half-way before she couldn't take it any deeper. She managed to get me a bit closer to that edge, now I was just one ultra-suck away from ending this.

I lifted my back off the bed but just got a few inches off the bed before I glared at Dash right next to Vinyl's head, she had this daring grin and crazed look as she hovered her hoof over Vinyl's head. Vinyl didn't notice her as she continued doing as she did. I widened my eyes barely, as I lifted a hand and tried to stop her but she ignored it. Using both of her hooves, she quickly placed them on Vinyl's head and put all her pony weight on her hooves. My back hit the bed immediately as my hands and back became stiffer than my titanium weapon.

"MMRFGH! MRFGHH!" Vinyl's eyes widened to huge round circles and her pupils went small as she teared up and plead for mercy from Dash, but Dash was a risk-taker; she didn't care. Dash giggled as she quickly noticed only one-fourth of my shaft was still exposed and quickly pulled off a pro-wrestler move and acrobatically jumped up and used gravity, her body, and her determination to force Vinyl to take it all into her, knocking off her beats and making her blush a wild one.

"Come on! TAKE IT ALL IN!"

"MMRRGFFHH! MFGHN! She cried as her eyes rolled up nearly all the way to the top and behind her eye sockets as I couldn't anymore and at last, let out the breath I was holding back. The wall of her warm-slippery throat wrapped around my dick tightly and did what it does with food, try to pull it into the stomach, it was like getting the life sucked out of me. Involuntary Throat Movements…this should be added to the dictionary!

Vinyl whimpered out as she tightly closed her eyes and let out as many tears as she could as I erupted inside her mouth…wait, oh shit, not again. Well, safe to say, she's my friend and not a stranger. I felt my erection throb and send out spurts of semen everywhere inside her, as Dash's eyes lit up with an idea. Without a moment to spare, Dash quickly grabbed Vinyl's head and pulled it back, sliding my dick right out of her throat and into the sweaty air of the room. I stared as Dash and Vinyl both had their moment as I practically showered them with all the supply I had left in me, Dash held her tongue out with a lewd expression as she demanded more. Vinyl held out hers in complete exhaustion and with tears still streaming down her but she got a facial.

I didn't get a break as Dash quickly grabbed my still strong erection and forced the tip into her mouth, sucking at it with a smile. I glared at Dash before pulling off the best grin I could, I shall avenge my friend's pain! I quickly placed my hand over Dash's head, she widened her eyes and looked up at me from her sucking position with fear and worry.

"Ben-MMRRFGH!"

I made sure to shove her as deep as I could, I could feel her doing her best to pull out but no way in hell was going to allow that until I'm done. She quickly teared up like Vinyl and practically whimpered and begged for freedom as I made sure to give her throat…oh…well, I made sure to give it all to her. Her eyes did the same as Vinyl as well and rolled up as I bombarded her insides with as much cum as I could let out.

"MMMFG…mrfgh…" Her eyes shut about half way and she pushed back, I let my hand loosen the pressure and she slowly lifted head from my limped dick, the fun ends here I guess. She coughed out as much as she could before swallowing everything that was left in her throat and wiping away the cum that drooled from her mouth and panting heavily.

"You look nice covered in cum…" I teased making her blush an excessive amount and use her hoof to remove some of my residue from her rainbow mane. She stared at her cum covered hoof before licking it clean, "As long as it's yours, I don't care…" She claimed making me feel a bit surprised but in general, I was screaming chants of joy internally. Anyone knows they did something right when a girl/pony tells them, they can be their personal cum supply.

"Thanks, I guess I do need to loosen up at times…" I chuckled.

Dash giggled nearly faintly as she wobbled a bit. "You're…welc-" she didn't her response and fell onto the bed into a deep exhausted sleep. I smiled as I turned to my other side to spot Vinyl heavily panting as she stared at the puddle of semen she let out her mouth and onto the bed mattress.

"B-Ben…you let out too much of that slimy stuff!" Vinyl panted, as she wiped her mouth and returned her hanging tongue back into her mouth. "What is that stuff!?"

I scratched my head as I chuckled before a wave of extreme gravity hit me and my back fell back to the bed.

"Uh…can I tell you during breakfast…I think…I think gonna pass out," I chuckled as I placed my arm loosely over my eyes.

"Yeah, I'm tired too," I felt Vinyl lay down right next to me and cuddle in before feeling Luna get in position on my left and rest her head on my chest like a pillow, I placed my arms over both of them before feeling Dash crawl up to my chest and curl up into a ball. "Oh boy…" I mentally chuckled.

"Ben?" Vinyl's voice appeared again.

I kept my eyes closed as I smiled a bit. "Yes?" I asked in a whisper.

"Will I be able to pee this out?"

My smile left and I responded as seriously as I could.

"Go to sleep Vinyl…"

"I sometimes get thirsty overnight, Can I-"

"Go to sleep Vinyl…"

"But the slimy stuff tasted good!"

"Go to sleep Vinyl…"

"Please…"

"Once I deflower your one of your friends, I'm gonna destroy your insides if you don't shut up!"

"Really!?"

"No! Go to sleep!"

"Who will you do first, Luna, AJ, or me?"

"We'll have an orgy, now go to sleep Vinyl!"

"Do you promise to do it with me sometime too?"

"Fine, just go to sleep Vinyl…"

"Okay!"

"Thank you."

By past midnight, only a few ponies remain awake and one in particular just couldn't stop thinking about what was going to happen in about the afternoon of this special day. Octavia stared into a mirror as tall as her as she altered the bow on her collar, using it to distract her from her anxiety.

"Maybe he was bluffing…yeah, that's probably it," she told herself, removing the collar and placing it on a counter, next to her small framed picture of her and Vinyl embracing each other with friend-to-friend blushes. She paused and looked at the image before smiling softly with a small blush.

"She'll be there to support me, she always has…" She reassured herself yawning and hopping onto the bed that was right next to the counter. She turned the small picture to face her as she rested her head on her soft pillow and looked at the ceiling. she was obviously sleep deprived from her anxiety, her eyes bobbled as she slowly lost consciousness. "What a crazy day, an all-day practice session, and apparently, Equestria has a new hero…I wonder who it could be?"

From inside the castle, many were housed, and among those inside were some special ponies. Two of these ponies conversated in a candle-lit room, surrounded by books and documents of early Equestrian knowledge and life. They sat across from each other with a table between them as they drank from glasses of water and gossiped to each other about their day; Trixie and a unicorn, known as Starlight Glimmer, special thing she was since she was an ex-villain like Trixie, that was one of their relatable bonds.

Glimmer studied Trixie drink from her water before curiously placing her hooves on the table. "Did you hear about the fight from earlier? I was busy organizing all these books."

Trixie instantly gave her, her attention and nodded her head rapidly, excited by the question. She aimed a hoof at herself as she proudly recalled the "facts". "Of course, I did, I was involved!". Well, she was partly involved considering she used her magic to disable the movements of the beast. Starlight quickly questioned it, from what she heard, there was a huge violent magic used and obviously, she'd never known her friend to be that violent.

"What!? But they said the sky erupted into explosions, you're not capable of magic that strong!?" She exclaimed rocking the table and nearly tipping over a Trixie's glass of water. Trixie caught the glass with her magic and giggled nervously, she was brief in her explanation and now she had to be specific.

"Well, obviously, but I helped Ben out!" Trixie giggled feeling a bit embarrassed from having to downgrade herself from the story she tried to make. Starlight took a slight pause to take that in.

"Ben? What's a Ben?" She asked before Trixie shook her head.

"He's not a "What" he's a "Who" and he's a very charming…umm…creature," Trixie explained finding a word to match Ben. Starlight raised an eyebrow and giggled before drinking some of her water.

"He must be if you don't boast about yourself in the same sentence, but "Creature", he isn't a stallion?" She asked placing the glass down and curiously tilting her head to a side causing Trixie to become excited.

"Nope, he's way stronger than a stallion, if only you'd been there!" She used her hooves to show express her words better before placing her hoof under her mouth and pondered deeply. Within seconds she raised her hoof with an answer. "OH WAIT, remember that time the when the sky exploded with that blue light and you helped with that injured guard!?"

"…Yes, he had a fractured hoof! Are you telling me this Ben caused all that!?" She asked sternly. Trixie nodded and smiled, "Yes, but he isn't as bad as he sounds, he saved Twilight that day…"

Starlight paused again, to her Twilight being saved was like she was being saved. "He…did? I guess…he can't be that bad, when can I meet him?" She asked with a new smile, she was intrigued by his description.

"Hmm…after all of my impressive observations, I conclude he'll be at the concert tomorrow at noon!"

Starlight hopped off her seat and onto the floor.

"Alright, I'll have to ask Twilight about that-"

"That's a big no-no," Trixie quickly interrupted hopping off her seat as well. Starlight turned to her with a raised eyebrow.

"Why so?"

"I saw her on my way here, she's flooded herself with cider!" Trixie casually stated as if she expected such from her. Clearly, Starlight wasn't expecting that, she turned her body and attention to Trixie.

"WHAT!? What will Celestia say!?"

"Nothing, she too is flooded with cider!" Trixie casually stated again. Now Starlight was losing it she got muzzle-close to Trixie, with suspicion shown throughout her face.

"WHAT!? WHY!?"

Trixie backed away one step. "Earlier, I saw them, Ben had them binge drinking cider, although, he looked a lot different from before, a bit darker…"

Starlight's eye twitched a bit as she tried to hold back her slight rage(she tried), "BEN DID THIS!? HOW DID HE EVEN!?"

"Like I said, he's charming," Trixie responded being as casual as she could. She intrigued Starlight even more, she stormed to the door of the library and opened it with a hoof-punch.

"I'll see this for myself! No pony messes with my mentor!" She walked out the library sternly.

Trixie wasn't affected by her sudden display of strange anger instead she sighed, not taking her seriously. "Well, last time I saw Ben, he was sleeping with that DJ pony and Rainbow Dash in the dorm room, Might I add he looks even cuter asleep…" She added.

Starlight's eyes went wide as she quickly popped her head back into the room.

"…He's…in bed…with Rainbow Dash!?" She exclaimed making Trixie giggle and nod.

"Don't be so surprised, he's also slept with Princess Luna, Celestia, and Flutter Shy! And he's had some very mature intercourse with them too!"

If Starlight was surprised about Dash, she was obviously going to explode over the princesses.

"WHAT ARE YOU SAYING!? THE PRINCESSES HAVE NEVER BEEN IN LOVE WITH ANYPONY! AND FLUTTER SHY, IN SEXUAL INTERCOURSE!? THE PRINCESSES, IN SEXUAL INTERCOURSE!?"

"…Yup! Trixie is a bit jealous now…" Trixie blushed looking at the floor.

"WHAT IS GOING ON!? THIS BEN IS BROKEN! I'M GOING TO SEE HIM NOW!"

Trixie immediately got ahead of her and spread her hooves out denying her access to leave the Library. "NO! HE'S ASLEEP! DON'T DISTURB HIM!"

"BUT HE'S-"

Trixie returned to all fours and calmed her down with a different tone, a more relaxed tone. "You'll see him tomorrow at that concert! I promise he isn't evil or anything, just special!"

"GRRAW! FINE…What time!?" She growled.

"Noon, and please don't be mean!"

"I can't wait to give this "Thing" a piece of my mind!" She disappeared out the library doors and left Trixie adjusting her hat.

"Maybe, Trixie shouldn't have said so much…"