“So, we’re going out with your friends?” Rush asked.

“Yeah! Their names are Lyra and Bon Bon, and they’re marefriends. They’ve always been there for me in a pinch… especially Lyra… as you k-know.” Derpy said, her ears drooping a bit near the end of her explanation.

“I know.” Rush said softly, hugging her tightly. “Come on, I’d love to meet them.”

“W-well… before we get there, I have to tell you something about Lyra. Ever since… that… happened, she’s been kind of… well, overprotective of me.” Derpy said.

“How so?” Rush asked curiously.

“W-well… it was kinda funny… there was this one time where a stallion was hitting on me at the bar, and Lyra brought out a walnut, staring him in the eyes as she crushed it between her fingers. He balked, and nobody ever bothered me at the bar again.”

Rush nodded slowly, saying, “Oh… that’s… yeah that’s protective.”

“Yeah, it was, but don’t worry! She and I talked the other day, and now she knows everything about us, so she won’t be mad at you!” Derpy said, smiling up at Rush.

“E-everything?” Rush asked.

“Yeah! She asked about us, and asked for all of the… juicy… deta- oops…” Derpy said, blushing profusely.

“Oh… oh this…” Rush mumbled, his own face turning a tinge bit of red.

“Don’t worry! Lyra, Bon Bon and I have been best friends for years… they w-wouldn’t tell anypony else.” She reassured him. “Let’s just… got to lunch, yes?”

“S-sure…” Rush said, his voice now a little shaky.
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‘Yoohoo! Lyra ‘n Bon Bon!” Derpy yelled out, walking towards the couple. Bon Bon was instantly on her feet and ran at Derpy, embracing her in a tight hug.

“Ooooh, I’m so happy to see you!” Bon Bon said giddily. “Oh, and you must be Rush.” She grinned, looking over at Derpy’s tall zebrafriend.

“Yes, I am.” Rush nodded, smiling a little back.

“So, this is the zebra I’ve been hearing all about, hmm?” Lyra called out, slowly walking up to Rush. “I assume Derpy has told you about me?”

“She has.” Rush nodded slowly. “And I know she told you about me, and what we’ve done.”

Lyra smirked. “Yes, she did say that… and while I’m sorry for intruding on your personal details, I hope you know that it was for a good reason.”

Rush nodded, “I know, and I really don’t mind.”

“Well, that’s too- what? Wait, you don’t… alright...that’s not what I was expecting.” Lyra said, her eyes widening.

“Lyra, can you stop trying to psych him out, and just come eat lunch, please?” Derpy asked.

Jerking herself out of her stupor, Lyra glanced from Derpy to Bob Bon, the latter staring at her disapprovingly. “Ehrm… yeah. C-c’mon, Rush, we’ll all talk more inside. And don’t worry, we got a private booth, so everything we do can be confidential.
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After taking a sip of her Popsi®, Derpy ended the silence around the table, saying, “So… what do you two want to talk about?”

“You two.” Bon Bon smiled.

“I agree,” Lyra said, smiled along with her marefriend.

“Well, there isn’t really anything to talk about, so I don’t… wait. No, there is something to talk about. Rush?” Derpy said, turning to him.

“Well, something really big came up last night…” Rush grinned as he grabbed Derpy’s hand, giving it a soft squeeze.

Derpy blushed, asking him, “Do you want to tell them?”

“Well… we both said it…” Rush said, scooting closer to Derpy.

“True… I guess we could just show them, right?” Derpy said, wrapping her arms around Rush.

“Yeah, we can.” Rush sighed softly as his arms wrapped back around her.

“Hmmm… Rush, I love you.” Derpy said, giving him a passionate kiss.

Rush pulled back for only a moment, saying, “I love you too, Derpy,” Before falling back into the kiss.

“Oh. That was not what I was expecting... It’s a lot better!” Bon Bon smiled, hopping with joy.

“And that’s not all! We talked over it, and we decided that if we could find a mare that Rush likes, that also treats me nicely, we’ll open up to herding!” Derpy said, grinning widely.’

“Really?” Bon Bon asked.

“Yeah.” Rush nodded.

“Hmm. Interesting…” Lyra trailed off, her eyes still on Rush.

“Lyraaaa…” Derpy started, “Be nice to Rush, he’s done nothing wrong!”

“Who, me? I wasn’t doing anything, Derpy. Oh no, nothing being done here, nuh-uh.” Lyra said, feigning innocence.

“Lyra…” Bon Bon said.

Lyra huffed. “Fine. I might be a tad suspicious of you, Rush, because I’ve never known a stallion to be as nice as you. Having one just spring up out of nowhere? Even you would have to admit it’s strange.”

“Yeah… sounding like that it does seem strange.” Rush nodded slowly. “But… I was in town working on a commission… so I didn’t come out of nowhere.” He paused for a moment, “And why is it strange to be nice to everypony?”

“It’s not… it’s not that it’s strange for ponies to be nice, it’s strange for ponies to be nice to… well, to Derpy.” Lyra admitted.

“Then they’re just jealous of her.” Rush stated.

Blushing, Derpy snuggled even further into Rush’s chest, cooing at the feeling of his soft fur through his shirt. “You’re too nice, Rush…”

“Aww…” Bon Bon sighed. “Hey… why don’t YOU ever treat me like that anymore?” She questioned as she turned to Lyra.

“Wh-what? I do too treat you like that, Sweet Cheeks! Why, every night when we get home, I lay you down on the bed an-” Lyra started to say, smiling evilly.

“You stop right there.” Bon Bon stated.

“Oh, but said that I don’t treat you good, and I was just stating my case! I’ve further evidence, if necessary, like how after I kiss you I slowly reach my hand down, grabbing a handful of y-” She was cut off again.

“I said stop.” Bon Bon repeated.

“Admit I treat you nicely, then.” Lyra said.

“I’m not talking about in bed Lyra.” Bon Bon said.

“Neither am I, Bonnie.” Lyra said, her horn lighting up. She smiled devilishly, and if one were to look hard enough, they would see the faint glow of her magic below the table, focused around Bon Bon.

“Whaah… aaaahnn…” Bon Bon mumbled as she started to squirm a little bit.

Across the table, Derpy turned to Rush, her mouth opened in disbelief. Whispering, she asked him “Is Lyra doing… that ... to Bon Bon? Here?”

Rush whispered back, in equal disbelief, “I… I think she is…”

“Nn… p… please… staahhh…” Bon Bon groaned quietly.

“Maybe… we should… go.” Rush suggested quietly.

“No… let’s stay, I want to watch…” Derpy said, her wings spreading slowly behind her.

“Go on… you know how to end it, Sweet Cheeks… just say the phrase, and it’ll all be over…” Lyra said, her smile widening.

“Um… a-alright.” Rush mumbled softly, quietly reacting in his own way.

“C’mon… obey your Mistress, Sweet, and you’ll be rewarded… unless you want to be punished…” Lyra said, sidling over to her incapacitated marefriend.

Noticing something in the corner of her eye, Derpy looked at Rush; specifically, a certain part of him. “Rush? Are you...oh. Oh.”

“Uh… huh…” Rush nodded slowly.

“Nnaah… st…” Bon Bon moaned shakily.

Rush looked down at Derpy, silently chewing on his lip.

Getting right next to her marefriend, Lyra looked over at the other couple and nodded, whispering into Bon Bon’s ear, “Open your eyes, Sweet. Look at them, just watching you sit here, being pleasured by your Mistress, not even able to talk.” Raising a hand in front of Bon Bon’s face, Lyra let her look at it for a moment, before sliding it down her body and under the table.

Imitating Lyra, Derpy slid over to Rush. “You like this, hmm? You like watching Bonnie being dominated like this, Rush?”

Rush’s face grew hot, mumbling, “I… don’t… kn… I just…”

Bon Bon quaked and her eyes closed tightly, squeaking out, “Lyraaa… I... aaaahhhh!”

Her eyes widening, Lyra brought her hand hand back up, holding it up in front of her Sweet’s face. “You came already, hmm? I don’t remember saying you could, but since you’ve been so good lately, I’ll let you off with a small punishment...lick me clean.”

Bon Bon sat there panting for a few moments before licking Lyra’s fingers off, the sticky fluids coating her tongue.

Rush was now staring down at Derpy, his breathing having gotten a lot heavier. Derpy then felt his hands gently pressing against her back, pulling her closer to his chest, and nearly onto his lap. He softly spoke, “Derpy…”

“Y-yes, Rush?” She asked, staring up at him. Rush kissed her, wrapping his hands around the base of her wings, causing her to immediately lean into his grip.

“How do you taste, Sweet?” Lyra said, interrupting their ministrations.

“G… good…” Bon Bon mumbled.

Rush pulled Derpy onto his lap, all but forcing her to feel the bulge in his pants which was now rubbing in-between her legs.

Lyra glanced back over to them, saying, “More. Tell me- tell them- more.”

“I-it’s so sweet…” Bon Bon said shakily.

“R-Rush!” Derpy moaned out, squeezing her thighs together.

“More! Give us details, Sweet! Or do you want to continue your punishment?” Lyra said, shoving her hand back down Bon Bon’s skirt.

“It’s… s… so sticky… a… and it tastes like sugar…” Bon Bon squeaked. “It’s… s-so… good… I-I want… m-more…”

Bringing her wings around to her front, Derpy slowly stroked the bulge in Rush’s pants, the soft, feathery feeling of her wingtips causing him to groan out, “Ooh… my…” His hands slid down her back and gently onto her plot, giving it a squeeze with his strong hands.

“You want more? Well, I don’t think is should be the one giving you permission… ask them.” Lyra said, turning her head towards the other two. “Go ahead… ask.”

“C… can I have… some m-more?” Bon Bon squeaked out.

“Haah… y-yes…” Derpy said, briefly looking into the other mare’s eyes.

Lyra pressed in on Bon Bon harder, saying, “Now thank her, Sweet.”

“Th… thank you…” Bon Bon mumbled.

Rush kissed Derpy’s neck as he began to knead her soft plot. After a few moments he slid his hands up and right into her pants, now full on massaging her cheeks, he whispered, “You’re so nice…”

Cooing at the feel of his hands, Derpy stroked the bulge harder, leaning her head back to kiss him. As their lips touched, Rush squeezed her plot harder, moaning quietly into her mouth, caressing her tongue with his.

“Gooooood girl…” Lyra said, “Look as them, Sweet, getting off on watching you… “ Shakily, Bon Bon watched the other two lovers, her eyes barely staying open.

“It’s… so… g-good…” Bon Bon babbled quietly.

Rush pulled back from the kiss, mumbling, “I-I… n…”

Putting a finger over Rush’s lips, Derpy said, “Sshhh… just sit there, and relax…” Getting off of his lap, she went to the side of the table, turning him with her, kneeling down in front of him. Rush watched her with a curious intent, slowly realizing what was about to happen. Smiling, she started to unbutton his pants, the bulge getting bigger as the barrier concealing it was taken away. Getting down to his boxers, she slowly ran a finger over the head of it, staring up into his eyes as she did so.

“Look at it, Sweet… don’t you wish you could have that?” Lyra asked, speeding up her ministrations on Bon Bon, “Don’t you wish you could have that hard, thick zebra cock in you needy little cunt?”

“Y-yes… I… I do…” Bon Bon moaned. Switching hands, Lyra brought her juice-covered one back up to Bon Bon’s mouth, stuffing the other back inside of her. Bon Bon sucked her own fingers clean, groaning and closing her eyes at the taste.

Rush was shaking a little bit in anticipation, his eyes now locked onto Derpy’s. Staring back up at him, she slowly brought down the waistband of his boxers, finally giving his cock some freedom. He shivered and closed his eyes, “C-cold…” He said quietly, his eyes slowly opened up as he realized Derpy hadn’t said anything. “D-Derpy?”

“Good… C-Celestia…” Derpy said, her jaw dropping at the sight of him. His cock was the biggest she’d ever seen(not that she’d seen many, mind you), a good foot and a quarter of length, nearly three thick. {How did I even wrap my hand around that… that monster?} She thought, bringing her head up near the tip.

“My, my…” Lyra said, “Look at that, Sweet… look at how big it is, just dribbling out pre… doesn’t it look delicious?”

“Mm-mmhm...” Bon Bon mumbled quietly through her fingers and lips.

“D… Derpy… I… I…” Rush stammered quietly, “Wh-”

Before he could finish, Derpy gave a small peck to the head of his cock, her tongue zipping out to dab up the bubble of precum on his tip. Pulling back, she looked up at him, licking her lips. “Tasty…” Rush’s mouth remained partially opened as he continued to stare at her.

“Y… you’re going to do…” He started.

Once again cutting him off, Derpy surrounded his tip with her mouth, the fat head filling it up until she could barely move her tongue around. She shuddered at the taste of it, the saltiness overpowering her senses.

“Oh… C…” Rush barely managed to mumble, his entire body quivering at the wet and warm feeling now surrounding his most sensitive part.

Across the table from them, Lyra and her Sweet sat, silent in fascination at what was happening. Whispering to Bon Bon, Lyra said, “Keep quiet, and I’ll reward you later… I’d like to see where this goes…” Lighting her horn, Lyra grabbed one of her Sweet’s hands, bringing it down to her own lower pair. “Now, return the favor, and give me some pleasure…”

Back on the original side of the table, Derpy slowly bobbed her head up and down on Rush’s cock, every bob getting her a bit lower down. Rush let out a quiet groan as he slowly relaxed back into the booth. “Oh… oh my…” Because of her position, Derpy couldn’t get very far down on it(not for lack of trying), but she made up for it by caressing the rest of it with her hands, the silky fur moving over it causing Rush to gasp. “Nnnah…”

Suddenly, she pulled herself from him with a *pop*, the portion of him that she had held inside of her still glistening with saliva. “Hmmm…” she mumbled. “I can’t fit it all in, and I’ve already used my hands on you…” With a bit of a jump, she had an idea, quickly taking off her shirt and bra, letting her teats hang out for all of the room to see.

“Oh… oh my y… yes…” Rush mumbled, eyes widening and his face growing red.

Surprised by the sight of Derpy’s tits, Lyra said, “Somepony’s eager…”

Derpy smiled at Lyra for a moment, before turning back to Rush, kneeling closer to him. Taking hold of her mounds, she softly ran them up and down the tip of his cock, spreading the saliva into her cleavage until it was well-lubricated, moving back a moment before surrounding him at the base.

Rush audibly shivered as her warm breasts engulfed part of his shaft, mumbling, “It’s… aah…”

Taking a page from Lyra’s book, Derpy asked, “How is it?”

“Warm…” Rush said. “S-so soft.”

Slowly, she ran them up and down his cock, licking the tip of it with every bob. Rush shivered again and a profuse amount of pre started drooling from his tip, which Derpy immediately slurped up. “Delicious…” She said. “But not as good as your real cream…”

Rush mumbled, “A-at… this rate… that won’t be t-too long…”

“Mmm… well, give me it, love.” Derpy said, going back down onto Rush’s cock.

Rush groaned loudly, his eyes closing tightly. His cock spasmed, coating the grey pegasus’s top half in his thick and sticky spunk.

Smiling, Derpy gave the cock one last lick, before she pulled back, beginning to wipe the spooge up into her mouth. At the edge of her vision, she saw a red-faced Lyra whisper something into Bon Bon’s ear, gesturing towards her. Bon Bon slowly got up, walking over towards the pegasus, who was still on her knees.

Looking up at her, Derpy grinned wider, asking, “Yes?”

Bon Bon stammered out, “C-can I have some?” Derpy’s eyes widened, and she glanced over at Lyra, who nodded and pointed at her mouth.

Looking back at Bon Bon, she said, “Yes, but... you have to use your mouth to get it…”

Bon Bon nodded and started to lick Derpy’s tits clean, the second the first bit of cum touched her tongue she moaned at the salty flavor that flooded her mouth. She soon found herself unable to stop as she throughly licked every inch of Derpy’s mounds clean.

Closing her eyes, Derpy pushed Bon Bon’s head into her chest, the feeling overpowering her senses. Eventually, she saw that Bonnie had finished with her mounds, moving up to her collarbone and neck, sucking on her throat. Bon Bon was nearly about to lick up every bit of cum but, pulled back to save some for Lyra.

“Oh… oh my Celestia… it’s sooo good!” Bon Bon moaned quietly.

“It is… now, give me some…” Derpy said, pulling Bon Bon into a heated kiss. Bon Bon wasted no time in giving Derpy some of the thick substance, their tongues trailing over each other. Having her fill, Derpy pulled back, panting, a thin string of saliva connecting the two mare’s mouths.

“Woah…” Rush mumbled.

“Here, Sweet.” Lyra softly ordered. Bon Bon was instantly in front of Lyra. “Now, be a good filly and share...” Leaning forward, Bon Bon immediately started to push the remaining cum into her mouth, moaning at the feel of it. After she was finished, Lyra looked over at Rush and licked her lips, saying, “Nice and salty… I can see why you like it so much, Derpy.”

“H… hey, Derpy…” Rush said quietly.

Turning towards him, Derpy asked, “Yes, love?”

“I’m… getting a little hungry.” He said while licking his lips, his eyes never leaving her. “And in fact... I could really go for a muffin…”

Confused for a moment, Derpy almost asked what he meant, before she got it. “O-oh… I… you… you want t-to do… that?”

Rush nodded, saying, “I do.” He gently grabbed her hands and pulled her to her feet, saying, “Before I start…” His hands ran down the sides of her body, stopping at the hem of her skirt. His fingers moved under the waistband of her skirt, slowly pulling them down and revealing her panties.

Interrupting the moment, Lyra said, “Oh, Derpy, those panties are so cute! Where’d you get them?”

“Ehm… Rarity. I asked her for a pair of… undergarments… and she made bras and panties with muffins on them for me.” Derpy said. Turning back down to Rush, she noticed that he had stopped, simply smiling up at her.

“They look amazing on you.” He said softly.

Derpy blushed. “Oh… stop it, you…”

“How can I?” Rush smiled as he ran his hands over her plump plot.

“Just...nnn…” She groaned out.

Rush slowly pulled her panties down, revealing her slightly leaking pegasus snatch. He placed a small kiss just above her clit, before giving a playful lick directly to it.

“Haahn…” Derpy squeaked out, nearly falling over. Rush grinned and picked her up only to set her down on the table a moment later. After she was on the table, he leaned down and ran his rough tongue right up her lower lips.

“Hmmm… Sweet. Sit on the table, just next to Derpy.And don’t forget to remove your clothing. I have a wonderful idea…” Lyra said, a twinkle in her eye.

“Yes, Mistress.” Bon Bon nodded as she sat down on the table.

“Goooood girl… now, spread ‘em.”

Bon Bon instantly spread her legs apart, a small blush covering her face. Smiling, Lyra grabbed her Sweet’s plush rump, slowly bringing her mouth closer to Bonnie’s marehood. Bonnie bit down on her lip as her face continued to get redder, her hands twitching. Pulling one up, she brought it up to Derpy’s face, running it down her cheek.

Turning towards Bon Bon, Derpy leaned forward, locking lips with the mare, moaning into her mouth. Bon Bon pressed her tongue to Derpy’s lips, seemingly at the same time Rush pushed his tongue past Derpy’s lower lips. Opening her mouth, Derpy once again went into a gentle tongue dance with Bonnie, bringing one of her hands up to lightly stroke her neck. Bon Bon gently stroked Derpy’s cheek as her eyes shut tightly, shivering as Lyra ate her out.

Her one hand busy with Bonnie, Derpy put the other on the back of Rush’s head, pushing him further into her cunt.

Rush began to slowly eat out the treat, his tongue taking its’ time in exploring her depths, the sweet juices coating his tongue. He moaned at the flavor and started getting more vigorous, slurping up every drop he could find.

Derpy squeezed her thighs tightly around Rush’s head, the pleasure making her body quake. Rush groaned and squeezed her plot tightly as he pushed his face further against her marehood.

Beside him, Lyra greedily ate out her aptly-named Sweet, her tongue running up and down her folds, catching all of her juices. Bon Bon moaned loudly into Derpy’s mouth, her hand going down to Lyra’s head and stroking her horn.

Pulling of of her Sweet for a moment, Lyra smiled up at her Sweet. “Hmmm… good filly, always thinking of h-her Mistress… good fillies get treats, you know.” Lyra said, diving back into her snatch. Bon Bon shivered violently and a huge flow of juices ran all over Lyra’s face.

Rush gently suckled on Derpy’s clit, roughly running his tongue across it.

“Hmmm!” Derpy moaned into Bon Bon’s mouth. Pulling her hands back up, she roughly groped Bonnie’s tits, pinching and twisting the nipples of her large mounds. Bon Bon groaned and grabbed Derpy’s breasts, giving them an equally rough squeeze.

Pulling back for a moment, Lyra said, “Cum for me, Sweet.”

Bonnie shivered and put a little more force into the kiss with Derpy.

Rush was now all but making out with Derpy’s marehood, his tongue now roughly darting and twisting around her inner walls.

Breaking the kiss with Bonnie for a moment, Derpy said, “R-Rush… I… I’m about to cuuuuum!” Rush gave one final lick to her nub as he prepared for her orgasm. Squeezing his head between her thighs, Derpy came, grabbing Bon Bon’s head and passionately making out with her. Rush drank her juices down, the sweet liquid practically pouring down his throat.

Bon Bon moaned into the kiss one last time as she came all over Lyra’s face, the green mare relishing in the feeling of being covered in her mate’s cum.

Rush pulled back from Derpy’s marehood and smiled widely up at her. Giving Bon Bon one last passionate kiss, Derpy leaned down, relishing in the taste of her juices from Rush’s mouth. Rush pulled Derpy off of the table and down into his lap as he held the kiss, his tongue softly battling hers.

Near them, Lyra had crawled up onto the table with Bon Bon, laying her down and passionately kissing her. Bon Bon wrapped her arms around Lyra and moaned quietly into the kiss, squeezing her close.

Rush pulled back from the kiss, and looked over at the others. “I’m not complaining, but… why exactly are you two acting like this?” He asked.

“Rush… they’re in heat, you silly!” Derpy explained.

Giggling, Lyra continued for her. “Yeah, we’re in heat. Part of that is the reason you were so… amorous. The pheromones we were putting off lowered your inhibitions, which explains all of… this.” She said, motioning to all of the collective mess. “Honestly, I’m… quite sorry for doing this. It won’t happen again.”

“Why are you so sorry?” Rush asked.

“Well… for one, I don’t have feelings for you or Derpy -at least, not beyond sisterly love and friendship- and Bon Bon here…” She looked down at her Sweet, who shook her head. “She doesn’t either. And for another, I get the feeling that neither of you feel that way about us, either.” Lyra reasoned.

“She’s right...as of now, I only have feelings for you, Rush.” Derpy said.

“Yeah, she is.” Rush nodded as he hugged Derpy against his body. Looking around, he said, “Now, what’re we going to do about this room?”

Author's Notes:

Before you ask, no, Lyra and Bonnie are not joining the herd. On to other stuff!
This chapter actually took a while to make. I don't know why. Next one is gonna be on dude, I don't know. You think I plan this stuff out in advance? Pshh...
Co-authored by Patric12345!
~TOOWC