"So? Let's just leave her be," I reply. I could understand someone needing relief every once and a while, so long as she cleaned up after herself thoroughly.

"Or..."

"Or what?" I ask, my mind already determining what she's about to propose.

"Or... We could give her a hand?" She gives me a sly smirk.

"Vinyl, isn't she your friend? Are you really just gonna walk in there and surprise her?" I ask.

"Look, I haven't exactly told you everything about me and her." I lean back against the wall, looking her in the eye. "Back when we were sharing dorms, me and her used to help each other out, in a very similar way to what I'm suggesting now. Now, we both believed in holding off our first times for someone special, but we still needed some form of release.” My eyes widen momentarily at her implications. “Hey, I've told you before, it's hard to get some action when you're born with both sets of fun bits, so we kinda had each others' backs in a way. Granted it was only handjobs and blowjobs, but it was something we shared simply because we both knew how difficult things could get. Now, she was a wreck on the phone. She's just been pushed away by her boyfriend, and right now, I can understand why she's doing this. She needs someone to be there for her right now, and we can help."

Things began to make a little sense, and I could see her point. But one thing confused me. "Wait, she's a herm too?" I ask.

"Yeah. Did I not say before?" I shake my head. "Oh. Well, yeah. She's got both sets of tools, just like me."

So that was what she meant earlier. But this was some information to take in. Unfortunately, my train of thought was interrupted.

"Yeah~. I see your face. Now you wanna do it, don't you? I mean think about it. It'll be really fun," she gave me a set of puppy eyes.

"Well... You really wanna do this, huh?" I ask.

"Yeah! I've always wanted to try this. A threesome has kinda been a fantasy for me; a chance to really watch those cute faces you make. But only as a one-time thing. Octavia's hurting right now and she needs somepony to show her it's okay, just like you did for me." Vinyl pauses momentarily, picking up my hands in her soft palms. "Just know, I don't want a three-way relationship. Everything I need is right here." Her last sentence is slow, ensuring I heard every syllable. Her face brightens a shade of red and she leans in to kiss me.

No matter how many times I heard it, my heart always warmed to hear Vinyl talk about this being what she wanted. Hers was a loving heart, bigger than anyone would ever think unless they got to know her like I did. Like Octavia. I fall silent at that thought; they go back, way back. If this was just a one time thing — just to help Octavia feel better — then I could handle it.

"Please? Let's just try it. We'll be really helping her out," she pleads.

"Okay. But how about this: tonight, we help her. But after that, we help her find a new boyfriend or girlfriend to do this for her." I was a bit hesitant about it, but if Vinyl wanted to, I suppose it wouldn't hurt to just follow her lead.

"Awww, that'd be nice. She does need to get back out there," Vinyl replies, getting closer to me. Throwing her arms over my shoulders, her eyes shine with a lustful spark. "Now c'mon big boy, let's give her a show." She plants a last kiss on my lips that revs my nerves up for what's coming.

Vinyl leads us to the door, and she opens it calmly. "Hey Octy."

I follow behind her and take in the scene she was talking about earlier.

Sure enough, on the edge of the bed sat the once well-dressed, classy mare now naked. Her matching lace undergarments lay by her side, forgotten as her hands lazily stroked along her horsecock. And it was pretty intimidating. Now, being with Vinyl for as long as I have been, I've seen my fair share of her goodies. I wasn't opposed at all to her endowment, and I've actually grown to like it. But what Octavia had was something else completely. It was almost pathetic the way her underwear tried to contain her balls, the orbs taking up a lot of space. And her rod was no joke either. It was a bit longer than Vinyl's in length, but what caught my eye was it's pulsing, veiny girth. Like, a lot of girth. I can only assume it's because she's an earth pony, but she could barely wrap her fingers around the shaft. It was easily as thick as my forearm, the medial ring and flat head thicker still. I took in the sight, and it made me realize what I had gotten into. But this was for Vinyl. She wanted to try this, so I'd do my best to help her live out her fantasy.

I was brought back to the situation at hand when Octavia reacted to us intruding her session.

"What! I-I... What?! Vinyl? What are you doing!?" She cried out, grabbing a pillow and using it to cover herself.

"Relax Tavi! Geez! It's nothing I haven't seen before," Vinyl says nonchalantly, taking a seat beside the grey mare on the bed.

"Vinyl, please! This is embarrassing!"

"But we came to help you out~," Vinyl replies sensually, nodding her head to me.

"We?" Octavia asks rather surprised, not having noticed me. I take the hint and sit down nervously on the edge of the bed, beside the naked mare. Octavia was now between us, Vinyl's hand running idly around her back.

"Yeah. We." Vinyl begins rubbing her shoulder.

"W-Wait! Are you saying you're okay with me masturbating in your house?"

"Well, yeah. Everyone has needs," Vinyl says, turning to me as I nod in agreement.

"Bu-, I-, I-I don't understand! Isn't it pathetic that I have to do this?" Octavia babbles, her eyes growing moist.

"Shhh. Tavi, get a hold of yourself. Every mare needs a little time to relieve herself sometimes." Vinyl was about to continue, but Octavia interrupted.

"But you don't! You have a wonderful boyfriend who probably does all of that for you, and more. I've seen the way you look at him, and the way he looks at you. And everything you've said about him through letters. You two are just so perfect for each other, and well, it's just not fair! You get everything while I have nothing..." the Earth mare's voice trails off as a tear lets loose.

Vinyl's instinct kicks in and she pulls Octavia close. Even I felt a little sad for her. There have been well more than multiple moments in my life where I had felt like she did now. But it was only a matter of time before I met Vinyl, leading me to the point I'm at now, happier than ever.

I scoot in closer to rub the troubled mare's back, some consoling to let her feel comforted.

"Octavia, remember back when we first met in school, a few months later, we got so much closer, I could trust you with anything? Do you remember when I was in this exact situation, crying against you? Do you remember what you told me?" Octavia doesn't respond, looking up into the white mare's eyes. "You told me to never give up.... And look where it led me. Had I given up, I would never have taken taken the chance to meet my wonderful, better than anything boyfriend." Vinyl turns to smile at me, her eyes reflecting honesty. "And that's what you need to do. Don't give up. You'll meet that special someone or somepony. And they'll love you more than anyone can comprehend." Her last sentence came out with a wink and a warm smile towards me, eyes quickly going back to Octavia's. "I promise you."

Octavia seems to have calmed down at that, tears cleared off her cheeks as she sits up. "Thanks Vinyl. I needed that."

"Don't thank me yet. We're gonna help you find the perfect guy. But first, some assistance is in order." Vinyl's hands go south, making our guest shiver. "Trust me, you'll feel a lot better when you let out all that pent-up stress," Vinyl coos.

My marefriend signals me to begin touching her, my hand slowly reaching for Octavia's shaft. I start a slow stroking on her, Vinyl smirking as her friend whimpered at a simple touch. The white mare began playing with her companion’s breasts, mounds so large she could barely hold one in the palm of her hand.

"See, it feels good already, huh?" Vinyl asks, Octavia already in her own world murmuring something along the lines of agreement. "Just relax, and let us take care of you," she whispers into Octavia's ear. Then she looks to me, the look on her face pleads me to remember it would only be one-time thing.

I'm hesitant to do anything, even though I sympathized with Octavia's situation, the idea of being intimate with another was still unsettling. Eventually, I slide off the bed, taking a kneeling position in front of Octavia and using both hands to stroke her hardening endowment. Our guest begins to calm down completely, accepting the situation and murmuring gibberish while I stroke her.

"Here, I can help," Vinyl says, leaving Octavia's side to join me in the floor. "But first, let's not make our guest feel uncomfortable being the only one without any clothes on~." Her hands slide beneath my shirt to stroke up my chest, fingernails dragging loosely against my skin bringing shivers where she touched. She slowly brings up her arms until the cloth is removed and tossed away. Now free of a top, Vinyl leans in to kiss me deeply. I do the same for her, gently removing her clothes and kissing her back, Octavia left unattended while we undressed in front of her.

It was like Vinyl and I were giving her a personal show.

Pants came off next and before I knew it, we were both stark naked before our guest, Vinyl taking my hips in her hands and dancing with me sensually. Her hands explored my body, not afraid to show Octavia what we do when my marefriend and I get frisky.

I couldn't stop glancing to Octavia who was watching us intently; Vinyl's hands on my skin was not the only thing that made me shiver. A white hand touched my chin, gently pulling me around to look into a set of crimson eyes; kindness and comfort shone within them. She was caught between helping an old friend and not forcing me into something I didn't want to do. The hand slipped down my body and this time it wasn't from our audience that I shivered. I knew that look on Vinyl's face; whenever we tried something new, it was the same and just as then, I trusted her completely. I nod slightly and she leans forward for a passionate kiss, wrapping her lips over mine. Her tongue sneaks through and plays with mine, a dance between our moist appendages. Vinyl seems to focus on making sure our mouths are open enough to where Octavia could see the tongues intertwining with each other.

Eventually, she broke the kiss, a string of saliva still connecting us as my eyes opened to hers. The hands on my body massaged my muscles, enticing me to follow her lead once more and kneel before our guest. Octavia had been stroking her shaft the whole time, watching us intently, but now it was our turn.

"Please, allow us~." Vinyl calmly removes the Earth mare's hand from her rod. Octavia squirms rather cutely as my hands replace hers, stroking up and down the thick rod. The warm shaft pulses gently in my grasp and Octavia chews on her bottom lip, running a hand along my arm. Our fingers intertwine once, when she draws her hand back down and shakily takes my own. I guide her along her member, a cute little whimper escaping her before her trembling hand slides back up my arm. Vinyl goes in further, giving long licks to Octavia's hefty testicles. I can only imagine how much she's pent up.

My face comes teasingly close to her cock head, the mare's violet eyes pleading me to lean forward. I comply, giving a slow lap against the flat head, eliciting a moan from her as one of her arms snaps to her side. The surface is smooth and already moist with her pre. Below us, Vinyl moves up to the point just between Octavia's shaft and balls. The mare gasps, clenching her fists shut in an attempt to hold back from bucking her hips.

The fluids have a more earthy taste compared to Vinyl's perfect mix of sweet and salty. It was a bit bitter, but not distasteful. I lap again, slipping my lips over the edge of her tip. Struggling against my aching jaw, I manage to slip the thing in but the strain is so great that I'm forced to remove it almost immediately. Better to stick to licking than risk causing any injury.

My tongue was soaking the surface of her skin, the dark-chocolate colored shaft left with a sheen as I pump it with my spare hands. Octavia has been moaning loudly this whole time, caught up in the pleasure my marefriend and I were providing. She was trembling, and I expected her to already be close since we walked in on her mid-session.

Vinyl pulls back, a strand of saliva clinging to the Earth pony's testicles. She joins me at the side of Octavia's cock, eyeing me suggestively. The look says it all and I follow her idea to the other side of the shaft between us. We both close our eyes and stretch our mouths open, sloppily making out around Octavia's flesh. Our tongues swirled around the log, like we were both sharing the tastiest ice-cream we've had. When her tongue shot over, I ducked under, slathering the cock in our collective saliva.

"Oh, gods!" The mare shouts, relishing in the dual service we were giving her. Being potentially able to kiss Vinyl was nice, even though there was a penis between us. We move in sync up and down the rod, coating it in our combined saliva twice over, wet slicking noises filling up the spaces between Octavia's moans.

Octavia's eyes were shut tight while Vinyl suddenly pulls me back from the rod, supposedly right before she was going to blow.

Taking the lead again, she pulls my face close to hers, winking at me as we knelt, cheek to cheek. Octavia notices our absence and peeks her eyes open to the sight before her.

"Ya know, Tavi, your balls looked really full. How long has it been since you've cum~?" she mutters seductively. Octavia tends to her rod again, not being able to resist as she jerked off before our hungry faces.

"F-few... Ooh, f-few weeks...."

Vinyl nudges me, expecting me to pitch in. "Oh. That's a long time, isn't it?" I ask.

"Been busy. And my boyfriend never tended to me," Octavia whimpers.

"Oh, you poor baby~," Vinyl adds, giving a single teasing lick to Octavia's bouncing head. It began to flare wide, signaling her approaching climax.

The only response from the grey mare was a whimper, her hand now working her shaft in quick, shallow strokes. Vinyl's other hand snakes behind me and I gasp as two of her fingers began to press on my pucker, beginning entry.

"So... ngh, so close...."

Panting from her fingers buried in me, massaging my insides thoroughly, I shoot Vinyl a look. She grins and nods. "Tavi..."

"Almost.... Almost...."

"Open your eyes~," the words practically drip from her lips.  

Octavia did. She looked down to see Vinyl and I kneeling before her like worshipers to some deity. Our mouths were wide open, eyes pleading, begging. "Oh, goddess!" she shrieks, her head flaring wide as it fires against us. Vinyl and I shut our eyes, leaving our mouths open for a healthy serving of the Earth mare's cum. Just as the first globs of cum arc overhead, Vinyl splits her fingers apart inside me, making me yelp and leaving my mouth wide open for the hot load. Almost hitting the back of my mouth, it splashed against my tongue. It was so thick and strong in taste that I was forced to swallow immediately to make way for the next glob. More and more spurts were catapulted, my mouth hanging open not wanting this to end. It was warm, sticky and oh-so filling. More than just our mouths and faces were covered as shot after shot splattered against most of our chests and drizzled down our faces. I'd never seen Vinyl coated like that before and in that moment had to admit it was quite an intensely arousing sight. Just as I thought it was safe to look up again, Octavia's cock spasms; thick strands continuing to ejaculate from her. The musk was heavy, no doubt from her building up such a potent load. Vinyl and I both cautiously open our eyes as the spurts of semen slowly subside, finally to the point where it dribbles from the glans as the spent mare collapses back on the mattress.

"That was, that... that was amazing," the mare barely says between pants. Vinyl and I were preoccupied with licking off the mess she made. The taste was definitely much saltier than Vinyl's, but bearable. It was kinda fun to tease Vinyl by licking off strands that hung from her snout, both of us beginning to enjoy ourselves more.

"But we aren't even done," Vinyl retorts, just as we finish cleaning ourselves.

"Huh?" Octavia sounds very confused in her tired afterglow, but her shaft was barely softening, remaining rigid.

"Well, if you're okay with it," my marefriend turns to me, not wanting to do anything without my consent. "How about you give this stud here a go with that cock you have? You gotta admit, he's got a nice ass." Vinyl smirks, giving a playful swat at my backside.

The only thing her smack roused in me was indignance; was Vinyl really asking me to have sex with someone else? Octavia was close to her, sure, but I'd only met her this evening. I just wasn’t sure about the whole thing. I admit, Octavia's large endowment did look enticing, and I've gone far enough to blow her. Why not go the extra mile?

It's like Vinyl said; just have fun with it.

"I guess I'm fine with it if you are," I give my input. Vinyl smiles gratefully at me, my decision strengthened by the fact that I could make her smile like that.

"Here, Octavia? Can you stand?" Vinyl asks, offering the mare a hand. Octavia accepts and pulls herself to her feet, her cock hard and ready. "Now you," Vinyl turns to me, "make yourself comfortable, babe."

I crawl myself onto the bedspread, hands and knees sinking into the soft mattress. "Mmmh, doesn't that look good~?" I hear Vinyl comment, admiring my well-endowed rear. "Let me do the honors of getting him ready for you~."

Not being able to see much behind me, I wait patiently before the familiar hands of my marefriend are planted on my hips. She hums, massaging my flesh and caressing me gently. I love it when she does that. Being so connected with her meant she was the only one who I was comfortable with touching me. I'm sure there's no other who treats me with as much gentleness as Vinyl. Even while getting rough and taking in what I had to offer, it never felt like I was just someone for her to use. Whether she was satisfying herself, or focusing on my desires, it was never one-sided.

A wet appendage lays itself against my testicles, licking around teasingly. I moan slightly as she takes my sack into her mouth, her tongue swirling around lightly. With a playful tug, they pop out of her mouth and she giggles, holding me steady as I squirm. She sucks on my sack a second time before her tongue is back on my privates, right at the base of my scrotum. The wet appendage drags up slowly, leaving a moist trail that's left cool against the air. Her tongue meets my entrance, where she retracts her tongue to moisten it again. First, a kiss, right on my anus, a sign that she wanted me to enjoy this. I wasn't sure if she felt my unease about partaking in sexual acts with someone else, but she sure knew how to make me forget about it.

Her next kiss is followed by the widening of her mouth, her tongue plunging into me. I shiver as she hums, her tongue acting like a vibrator inside me. It slides back out, just as easily as it went in to pull back into her maw. I whimpered, yearning to feel her again. Pushing back a bit, she sticks out her re-moistened tongue, drawing slow, wide licks upwards against my skin. Humming, she continues to lick just the outside, teasing me as she used her hands on my hips to push my crevice harder against her face. Her hands knead at my soft flesh and the teasing licks continue.

It feels like an hour before she finally gives a kiss to my pucker, keeping her lips connected so her tongue could slither inside, done with teasing. I could feel her, my sensitive insides trembling at the touch of her equine tongue. It swirled and rubbed, caressing the spots inside me with gentle dexterity. Her tongue retracted to re-moisten, burrowing back in shortly after. She gave my cheek a slap and hummed at the resounding jiggle against her face, sending vibrations inside me. Next thing I knew, I was at ease, Octavia jerking herself already out the corner of my eye.

Vinyl gave a final lick against my crevice, followed by a kiss as she stood up licking her lips. "Ready Octy?" She cooed, letting our guest take a stance behind me. My heart rate rose again - Octavia's privates were an alien heat against my body. Anxiety welled up in me and I struggled to crane my neck over my shoulder and see whatever was going on.

Vinyl was standing beside her friend, watching intently over Octavia's shoulder. Her white arms came into view, one grabbing hold of Octavia's shaft and the other coming to my hip. Octavia latched on to my body, her hands holding my sides for balance as she was led forward on a direct path to my entrance. I changed my view and looked ahead of me, bracing myself.

Then, the contact was made.

The drooling head of Octavia's cock met my pucker, and with the aid of Vinyl, was pushed into me. A muffled moan escapes my mouth at the foreign feeling of someone other than Vinyl pushing inside me. Someone who was bigger too. My body was left with little time to adjust under her continued pushing forward. I could feel the resistance from Vinyl pulling back on her friend, but the earth pony was gripping my sides tightly and pulled me back, lost in the feeling of my insides clenching down on her. I was ever so grateful there was plenty of saliva and precum involved for lube.

"He's tight, isn't he~?" Vinyl whispers directly into Octavia's ear, nipping at it playfully. Octavia whimpers and tries to push deeper, but Vinyl is trying her hardest to keep her slow. "Hey, go easy on him," she chides, her voice retaining it’s silk-like hiss. "I don't want you hurting him." The Earth mare feels so big inside me, it’s almost uncomfortable. But that all too familiar feeling of fullness is what makes my tongue loll out slightly as her rod slowly fills me. And with a girth like hers, she was really pressing my prostate. I groan as I can feel Vinyl’s eyes focus on me, smirking at my reactions.

"Mmmh, s-sorry," Octavia says through her teeth, easing her grip on me and taking it slow. I suddenly feel Octavia’s medial ring slip into me, making me groan as my body adjusts. She tries to push in further, but my whines of resistance catch her ears. Taking the thick shaft was pleasurable, but at a certain point my body couldn't handle such girth. I just wasn't used to it.

Now I could understand why the newcomer was so eager to pummel me; going so long without release takes its toll. But I was grateful she was noting my reactions as well, trying hard to resist the urge to go deeper. Looking over my shoulder, I could see Vinyl begin to walk around the bed. Coming up to me, she crouches to meet my eyes at the same level.

"You holding up okay, babe?" she whispers, her tone much softer and her hand on my shoulder. Octavia’s rod slowly pulls out at the same speed it entered, relieving the stress that fell on my insides and letting me focus more on the pleasure. The head of her cock starts flaring again, the mare no doubt approaching her orgasm. I gasp, feeling her fingernails dig into me as she strengthened her grip on my sides. In spite of that, I'm too taken up with how stretched I am to realize she's started pulling back and keeps going until there's little left inside me. She had only pulled out before plunging back in, to just past the medial ring as before. I moan with a shudder, trying to nod with a smile to my marefriend.

"Good," she responds. "Now, I've got an idea that Octavia will really like, but I'm gonna need you to lube me up. Think you can handle that?" Vinyl whispers again. I nod, not bothering to speak what with Octavia’s constant moans as she humps away at my backside. Her girth pulses inside me, the Earth mare's climax approaching. Her thrusts are short, never going too deep now that she knows my limits, but she still can't bring herself to pull out that far and lose out on the wonderful sensations my insides are providing her.

Vinyl pats my shoulder and stands up straight. "Open for me," she says, cooing as she holds her rod steady in front of me. Already panting in pleasure, it was only a matter of opening up the rest of the way for Vinyl to get the tip in. More than Octavia's, Vinyl's taste is nothing short of intoxicating. That was to say nothing of just how much more right she feels. Just that she was the perfect size to slide easily past my lips and into my mouth, her head pushing the inside of my cheek to cause a bulge as I was spit-roasted by the two hermaphrodites. My tongue got to work, servicing the smooth dark skin of her rod to coat it in lubricant as she had asked. I felt my body relax as she stroked my head, her other hand holds my chin steady; the last thing either of us wanted were any accidents. I was happy to please her, straining to look up into her ruby eyes as she smiled back to me, gently prodding herself further in. Making sure to keep plenty of saliva on her cock, I flick my tongue teasingly against her tip. Vinyl gasps and moans quietly, dipping herself in and out of my mouth but remaining careful not to go too far back into my throat; I was already feeling light-headed from Octavia's continued thrusting.

Speaking of; the Earth mare gives a long moan, fingers noticeably clutching me tighter as her climax approaches. Vinyl slips her rod from my mouth, and I gasp, struggling to get my breathing back under control without her obstructing it. "Now watch this~," Vinyl mouths as she dashes back around to Octavia. I turn my head the best I can to see Vinyl sneak up behind our guest, her body sidling up against her back.

"Vinyl? What are you do-ohhhh~" Octavia slurs out as Vinyl slowly enters her anus, driving herself slowly inside. Octavia bites her lips as Vinyl reaches around her waist to grab my hips, Octavia clenching on her rod hard enough that Vinyl can thrust for the grey mare, like we became a train.

"Ooo, I'm... I'm about to... Oh~," the Earth pony wails as her shaft trembles a final time, her heated load beginning its expulsion. Almost as if to mash her prostate and drive more from her, Vinyl thrusts into Octavia hard enough to shake her. Octavia's cockhead flares wide inside me, squirting her seed into me. I can only feel two pumps of her shaft before Vinyl pulls her out of me, letting her climax rain all over my back. None of us had expected her engorged head to scrape against my prostate but my own penis was erupting at the final stimulation.

Octavia's cum continues to pour forth, Vinyl jerking her off as her spurts of fluids scatter all over my back. By scraping her prostate simultaneously, she's effectively milking the Earth mare for all she has to offer - an almost god-like volume. Every inch of me feels covered in it, as well as the few ropes that had spilled inside me. All the while my walls were squeezing on emptiness, my cock expelling its load on the sheets. Eventually, our orgasms die down, Octavia barely able to stand and my groans proving my exhaustion.

Vinyl just looks over the aftermath, staring at the blanket of spooge on my back. Her focus snaps to Octavia when she begins to falter, teetering off balance. My marefriend barely manages I catch her, laying her down on the bed. I stood up myself, the cum slowly dripping off of me. Looking at the collapsed mare, it turns out she only fell asleep, completely wiped out from our little threesome.

"Soooo, that was fun, huh?" Vinyl asks, wiping my back with her magic.

"Ummm, yeahhhh," my words turn to a shivered slur as a drop of fluids brush right over my anus before Vinyl wipes it up.

"Well, I think our little guest had fun too. And she's got the right idea. C'mon babe, I wanna go cuddle in bed."

I warm up at the thought of finishing things off under the covers with Vinyl. Although, the swishing of that little bit of Octavia's seed that managed to stay inside me begins to throw me off, bringing back the nagging feeling in my head.

Perhaps it would be best to sleep on it.

Next Chapter: To Remain Loyal To My Queen Part 3 Estimated time remaining: 1 Hour, 15 Minutes