Pound Cake kicked one final cloud, a feeling of satisfaction washing over him as he saw the vapor poof away into nothingness.

His day had been rather uneventful since his morning session with Pumpkin, when they'd planned their... evening. He'd then left for work, clocking in for his shift with the weather team. From then, he'd spent the entire day cleaning up the sky over Ponyville.

“Good job there, Pound!”

Pound turned in the air, spotting the weather captain Scootaloo flying towards him.

“Hey, Scootaloo,” Pound said evenly, floating away slightly as she stopped next to him.

“I see you're done with this section,” Scootaloo said as she flipped a few purple bangs out of her face, grinning wildly. “Not bad, for a newbie. You can go home now, good job today!”

Scootaloo darted off, leaving Pound by himself. Heading back to the weather station, he clocked out and flew over the town, in the direction of his house. As he crossed through the sky, he spotted Pumpkin and Rapid walking around town, chatting amongst themselves.

“So Rapid, what do you say? You in?”

Pound barely made out Pumpkin's words as he descended quickly, dropping to the ground behind the two mares.

“Damn straight, girl!” Rapid said excitedly. Pound grinned. Rapid did have a very... rounded body.

“Hey,” Pound said as he sidled up between the two. Immediately, the two mares sandwiched him, giggling. Pound twitched as he received a few odd glances from some ponies who knew him and Pumpkin. He gave them a sensitive smile as they trotted on.

“I hope you're ready for this,” Rapid said lustfully. “From what Pumpkin has told me, there are quite a few things you haven't tried... I think we're going to have some fun!”

Pound blushed furiously.

“I, uh... I don't think we should get too wild...” Pound said shyly.

“He doesn't like to experiment,” Pumpkin whispered to Rapid, making her giggle.

“Pumpkin!”

“Tell me I'm wrong!”

“Pumpkin!”

Rapid was laughing hysterically now, leaning against Pound.

“Just wait, Pound. You both have much to learn...”

As the three returned to the house, Carrot Cake took one look at his children and their friend and immediately cracked a wild grin. Hey, he'd gone to college. He knew.

“Honey, meet me outside in five minutes. We're going out tonight!”

“Oh, gosh honey! Let me take a minute to spruce up my mane!” Cup Cake exclaimed from their room, audibly thrilled by the thought of date night with her husband.

“Thirty seconds to make it, your mother must not know. Move!” Carrot commanded, reverting to his past military experience.

Pumpkin and Rapid laughed as they pulled Pound behind them, giggling madly. They crashed through the door to Pound and Pumpkin's bedroom, slamming the door behind them.

As soon as the door was closed, Rapid threw herself at Pound, locking her lips around his and forcing him onto his back. She swirled her tongue into his mouth, forcefully dominating him. His wings hung limply at his sides while Pumpkin looked on from the sides, a lop-sided smile on her face. This was going to be fun.

Eventually they could hear the elder Cakes leave the house, and Rapid chose to break away from their kiss.

She giggled as Pound's eyes were half-lidded, his breathing already growing heavy. He really was turned on by kissing, something she noted.

“Excuse me,” Rapid said politely, opening the door. “I'll be right back.”

Skipping over to her room, Rapid dug through her bags desperately until she found it: a small bottle of purple liquid.

“Okay, five ounces...” she said to herself as she popped the top off, taking a short swig of the vial. Instantly, she felt a slight tingling between her legs. She was ready for the night.

Topping it back off, she started to drop it back into her bag when she stopped, staring at it curiously.

“There's still enough in here for Pumpkin, I should let her take the rest.”

Then Rapid had what she thought was a realization.

“Hold on, they've been going at it for the past week, surely she's been on top of it. I'm sure she's taken some already.”

Dropping the vial back in the bag, she returned to the room, completely unaware that Pumpkin had not been on top of it at all.

She stepped into the room to find Pumpkin taking half of a groaning Pound's member in her mouth.

“Holy shit, Pumpkin!” Pound gasped, leaning back as Pumpkin bobbed her head up and down, dragging her tongue along his length as it slipped in and out of her throat.

“Glad to see you two have already started,” Rapid said sarcastically as she approached the two on Pumpkin's bed. Prodding Pumpkin's side, Pumpkin scooted over as she moved her head back, Pound's stiff self popping out of her mouth, a long line of drool and pre-cum strung between her lips and the flare.

“But just remember to share,” Rapid said before she slid her tongue over Pound's erection, traveling up and down gently. Pound slipped a hoof down to caress Rapid behind the ear, making him feel as though he had control.

Slipping her lips over his tip, Rapid adjusted her head before letting him slide down her throat, comfortably taking over half of his length before gagging. From there, she set up a steady rhythm. Pound moaned as he felt the pleasure building in his loins.

Meanwhile, Pumpkin had sidled up along Pound and bent down to meet Pound's lips with her own. Thrusting her tongue inside, Pumpkin engaged Pound in a passionate kiss. Pound moaned into Pumpkin's mouth from the stimulation he was receiving.

Breaking away from the kiss, Pumpkin looked Pound in his eyes, her beautiful baby blues shining along Pound's glazed over browns.

“Does this feel good?” Pumpkin asked, a husky depth to her voice as she too caressed Rapid's head, stroking her mane with a hoof.

Pound nodded like a foal.

“I think it's time for you to return the favor.”

Pound's look could only have been described as delighted.

Propping herself up, she slipped one of her legs over Pound's face, Pound quickly wrapping his spare front leg around one of Pumpkin's plump hips. Immediately digging in, Pumpkin let out a shrill gasp as Pound began, for lack of a better word, eating her out. Pumpkin leaned over Pound, trying to force his lapping deeper into her.

“P-Pound!” Pumpkin shrieked. He was... really good at this...

Rapid slipped Pound out of her mouth, letting his pulsing meat reach back for her as she turned around. She needed some stimulating, too.

Letting Pound's flesh ride up against her rump, she looked back and slipped a hoof under her, navigating Pound to the right spot until-

With a sharp thrust from her hips, she pierced herself on him, letting her tongue lol out of her mouth as she felt him stretch her walls in just the right ways. His wet cock slid in easily, the generous amount of saliva and pre-cum helping it along until he was fully hilted inside of her.

“You're... really well-endowed... hnnng...”

Rapid let herself slide forward along Pound, letting her walls cling to his member until only a third of him was left inside of her. Then, she thrust her hips back, moaning in pleasure as her insides were stretched again. Setting up another pattern, her hips slapping against Pound. She flipped her mane back, letting her body take charge of her needs.

Pumpkin rocked her hips along Pound's muzzle, gasping as she felt his dextrous tongue lapped at her folds.

“Pound...” Pumpkin huffed, wriggling her hips along his face. She could feel herself getting close to the edge.

As Pound flicked his tongue again, he let it linger a little too long over her clit. Pumpkin whinnied as she double over, trembling as waves of pleasure wracked her body.

Pumpkin fell to the side, gasping loudly as Pound took a deep draw of air, face covered in Pumpkin's juices.

As soon as Pumpkin's weight was gone from Pound's face, Pound let out a feral growl as he lurched forward, wrapping a leg under Rapid's stomach and taking charge, bucking away like mad.

“P-Pound!” she yelped as she was no longer in charge of the pace, feeling her limit approaching. Pound could feel his own rapidly coming as well.

“Rapid, I'm-” Pound grunted before grabbing Rapid's plump hips, thrusting in as far as he could before going bareback and coming inside of his sister's best friend.

Rapid shrieked as she felt her own orgasm shudder through her, clamping down on Pound and milking him dry. Pound gasped in pleasure in synch with Rapid.

His erection slipped out of Rapid and flopped onto the bed, the rest of his body following suit behind it.

“That... was... awesome...” Rapid gasped, her body still convulsing as she rode her orgasm out.

“Yeah, that was something els- MMMF!” Pound started but was quickly interrupted.

Pumpkin swooped Pound in for a long, powerful kiss, swapping as many fluids as she could with him. She quickly felt his body going limp in her grip. Just the way she liked it.

Breaking away, she nuzzled him intimately.

“You didn't think you were done, did you?” she breathed before pushing Pound onto his side and returning to her earlier position, except turning herself so she had a view at the lower half of Pound's body. Leaning down, she grasped Pound's limp cock in her hooves, suckling the tip.

“Pumpkin,” Pound said through her mound, his words slightly muffled. “I just came, I can't just-”

Pound stopped as his body betrayed what he was saying, his waist sporting yet another erection under Pumpkin's generous administrations.

“Continue as you were,” Pound said as he licked along Pumpkin's slit, tasting her arousal and sweat mixed in with the juices of her last orgasm.

Pumpkin slowly let Pound's stiffy sink into her throat, her tongue pressed against the underside of Little Pounder.

As the twins 69'd each other, Rapid recovered from her sudden orgasm, letting her eyes fall upon Pumpkin and she watched her once-lover give head to the stallion who had just came inside of her. It had been a lot, too.

“I do have to say, she is quite beautiful,” Rapid thought to herself while watching Pumpkin devote all of her attention to Pound's erection. She suddenly had an incredible urge to-

And suddenly, she was kissing Pumpkin, pushing her back with the force of her affection.

Pound, thanking the goddesses, had the perfect view of the two beautiful mares making out right before him as Pumpkin tumbled off onto the side, wrapping limbs with Rapid as they began wrestling for dominance. Rapid had size, but Pumpkin had tact and skill, and had quickly pinned Rapid beneath her. Rubbing her sopping marehood against Rapids, she slid down until she could see Rapid in her entirety.

“It's been awhile since we were like this, huh?” Pumpkin joked as she took a long, drawn-out taste of Rapid's slit, causing the larger pony to cringe blissfully.

“T-too long,” Rapid Souffle huffed. Pumpkin dove into her prize, Rapid moaning loudly as Pumpkin worked her in ways she had discovered while at the school.

Pound, in the meantime, just sat there, watching the hot scene before him. Little Pounder was at full attention, begging to be used.

A flick of Pumpkin's tail caught his eye. Her rump was raised high in the air, swinging along with her body as she ate out her best friend.

Smiling the devious grin he could only derive from situations like these, Pound jumped at Pumpkin, thrusting deep inside of her in one swift motion. Pumpkin groaned happily into Rapid, but didn't slow down, even as Pound set up a fast, feral pattern. He would thrust in, buck his hips up, and occasionally add a slow swirl left or right before sliding back out, only to repeat again a split second later.

Pumpkin's front legs gave out as her torso collapsed to the bed, drained from the feeling of Pound ravishing her. She didn't stop pleasuring Rapid, though, and was soon rewarded as Rapid arched her back sharply, orgasming for the second time that night.

Pumpkin squeaked as Pound obliterated her hips, until they were both crying out in time with each other as Pound marked her from the inside, painting her insides white.

The two collapsed to the bed, light-headed. Rapid snorted as she saw the condition the two were in.

“Light-weights,” she muttered as she kissed both of their heads tenderly.

“But you did good. Yes, you did good.”

Author's Notes:

Special Midnight release, at least here.