Author's Notes:

Gonna come back and edit this quite a bit. The song, if you're wondering, is The Prodigy- Stand up(the theme song from Kick-Ass).

Longest chapter yet! Also, explicit content ahead, so yeah.
Thanks to Patric12345 for being amazing.
Toodles!
~ TOOWC

[About 6 hours later]

“Who did you say was going to be watching Dinky today?” Rush asked.

Derpy thought for a second before snapping her fingers, saying, “Rarity! They’re all having a sleepover, the Crusaders and Muffin, at Rarity’s tonight.”

“That sounds like fun.” He chuckled.

“Well, she has been asking to hang out with them quite a lot recently. I figured, why not let them?” Derpy reasoned.

Rush nodded while saying, “That’s a good plan. Why don’t we go drop her off?”

Derpy smiled. “Sounds good.” She turned around and raised her voice, saying, “Muffin! Do you have your stuff packed for the sleepover?”

“Yes, mommy!” Dinky said as she came running in.

Her mother turned to her, slightly glaring(as much as she could, her eyes being how they were), and said, “Are you sure? I didn’t see you going into the bathroom to get your toothbrush and tooth paste!” Rush covered his mouth and laughed a little.

“Buuuut Moooooommyyyy! I’m not even gonna be there for l-”

“A bup-bup!”

“It’s one ni-”

“Toothbrush!”

“But-”

Derpy went into full-on mom-mode. “Dinky, I’m going to count to three, and by the time I get to three, if you aren’t in the bathroom, getting your toothbrush, so help me Celestia, I don’t know what I’m gonna do!” She raised her fist on front of her face, starting to count.

“Oooonnnneeee….”

“Uhhh...M-Mr. Rush! Help me!” Dinky said desperately. Rush smiled and quickly lifted Dinky up and carried her into the bathroom.

“There. I don’t know where you keep your toothbrush though…” He started.

“Behind the mirror! Quick, mommy is still counting!” Dinky said.

“Ttttwwwwooooooo….”

Rush opened up the mirror and grabbed Dinky’s toothbrush and toothpaste, handing it to her.

“Quick! If we hurry, we can get back before she gets to three!” Dinky said. From her position atop Rush’s shoulders, she pointed back out of the bathroom, to where Derpy still stood. Rush nodded and quickly walked back to Derpy.

“Thrrrr- oh. There you are. You guys ready to walk to Rarity’s?"

“Yes mommy!” Dinky said excitedly. “But...instead of walking, can I stay up here?”

“Don’t ask me, ask Rush. It’s his head you’re sitting on top of.” Derpy reasoned.

“I don’t mind.” Rush smiled up at Dinky as he tickled her sides.

“Then let’s be off!” Derpy said as they left the house. However, just as they left, the little portable radio Derpy owned started to play a song. “Ooooh! I love this song! One second, you two, lemme just grab it so I can bring it with us…” She ran in, grabbing the radio, and quickly came back out.

They walked in silence(save for the radio, of course) for a while, just enjoying each other’s company. As they walked, there was a slight nodding of their heads, synchronized to the beat of the music.
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After the song had ended Rush spoke, “I forgot to mention last night, I met Rarity at the movie store.”

Derpy turned to him, asking, “Oh? What’d you two talk about?”

“She gave me her business card and said she’d be willing to hire me.”

Dinky interrupted from atop his head, shouting, “Oh wow! Is that true, Mr. Rush?”

Rush laughed a little and smiled widely as he spoke, “Yep, it is!”

“So, does that mean you’ve finally gotten over your little...fear of women?” Derpy asked.

Rush mumbled out, “I… um… it’s something a little different than that…”

Derpy smiled, and slowly sidled closer to him, keeping an eye on Dinky- who was looking down the street- to make sure she didn’t notice what was happening. “Are you sure? You really seemed...comfortable...last night,” She whispered into Rush’s ear.

“I was…” He said, “It’s just… um talking with her was, well business related…”

“Hey Mr. Rush! Why’s your face all red ‘n stuff?” Dinky asked out of nowhere.

Rush quickly responded with, “N-no reason!”
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*KNOCK KNOCK KNOCK*

“Oh? Who could that b- Rush! Derpy! Oh, do come in and make yourselves comfortable, I’ll put some tea on,” Rarity said as she opened the door.

“Thank you.” Rush smiled as he walked in with Dinky still hanging onto his neck.

“Hi Mrs. Rarity! Is Sweetie Belle here?”

Rarity tittered, saying, “Hello, dear. But please, call me Miss Rarity, not Mrs. As for Sweetie, she’s upstairs. I presume you would like to see her?”

“Yeah! Mr. Rush, can I get down now?” Dinky excitedly asked. Rush smiled and kneeled down so she could get off, making sure she didn’t fall. As soon as she reached the floor, she ran over to the stairs, only to suddenly stop. She then turned around, running back so as to hug Derpy and Rush before going back to the stairs.

Rush waved, “Have fun!”

At the same time, Derpy said, “See you tomorrow, Muffin!”

“Well, dears, would you like some tea? I have some chamomile on the stovetop right now, if you do.” Rarity asked.

“That sounds great… But do you mind if I use the bathroom first?” Rush asked.

“Of course not, darling! Just...please, wash your hands, of course.” Rarity replied. Rush nodded, standing there for a solid moment.

“Ah...where exactly is the bathroom?”

Rarity tittered...pointing down the hallway and motioning left. Rush walked down the hallway and vanished from sight.

“Hey Rarity? Can we talk while Rush is doing his business?” Derpy asked.

“Sure, darling.” Rarity smiled as she turned to Derpy.

“Ah...well, he doesn’t know this, but I’m taking him on a date to...” Derpy whispered to Rarity.

“How?” Rarity gasped loudly.

Derpy blushed, explaining, “Well...a while back, the Post office gave me an award for perfect attendance, and with it came an anytime-you-want, anypony-you-want, reservation there...and I decided that I would use it tonight! Anyway, I was wondering, could you try and convince Rush to get a tuxedo, or something along those lines? I already have a dress, It’s the one I got from you a while back.”

“I’m sure I can get him to agree to wearing one.” Rarity nodded.

“Oh, Rarity! Thank you so much!” Derpy said, hugging her in a death-like grip. “Do I owe you anything?”

“Not… at… all.” Rarity grunted as she smiled a little.

“Really? Wow, Rarity, you really are generous…” Derpy said. As soon as she finished praising Rarity, though, Rush walked in, a bit confused at what he saw.

“Did… I miss something important?” He asked.

“O-of course not, darling! Now, on another note, can I get you anything to wear? A shirt, pants, tuxedo, bowtie, anything?” Rarity nervously asked.

“Um… Sure?” Rush shrugged. “But… why a tuxedo?”

Rarity gulped, before getting a little lightbulb moment, as you do. Walking up to Rush’s ear, she whispered, “You never know when you’ll want to take Derpy on a date someplace fancy, and you don’t want to be without a tux then, do you?”

“Yeah, that’d be great!” He nodded quickly.

“Well, then, let’s get you fitted! Just one moment, if you would head into the dressing room?” Rarity asked.

“Okay!” Rush nodded as he quickly walked into the dressing room.

“Oooh, Rarity, thank you so much! I really, really appreciate this!” Derpy said, hugging her tight. Rarity stood there awkwardly, patting Derpy’s back.

“Ehh...yes, darling, I suppose my generosity knows no bounds...now, in order for me to make his suit, I do need to be there. And, in my opinion, you shouldn’t be there, just so it’s a surprise.” Rarity informed Derpy.

“Hmm...well, you are the seamstress, so I’ll follow your orders. Happy sewing!” Derpy said, happily walking out.

“Goodbye, dear! Now, a tuxedo for Rush...shouldn’t be too hard, hmm?” Rarity said, the last part to herself. Walking into the dressing room, she said to Rush, “Now, dearie, I can’t very well measure you with all of your clothes on, now can I? You’ll need to undress before we can begin.”

“Um… wh… what?” Rush stammered as his entire face turned red.

“In order to measure you correctly, I can’t have things like clothes in the way, not if I want an accurate measurement, now do I? You can keep your unmentionables on, but that’s all.” Rarity said, waving her hand. “Go on, now. Chop chop!”

Rush nodded slowly and began to shakily pull his clothing off.

“Darling, really. It’s nothing I’ve not seen before, trust me. And we will be working together soon-I assume so, at least- so we will need to be comfortable when we’re alone.” Rarity said, turning to her materials.

“Al… alright.” He mumbled as he finished pulling his clothing off, nervously chewing on his lip and looking away from her.

“Hmm...what color should this be…” Rarity wondered out loud.

“Gray.” Rush said quickly.

“Grey, hmmm… yes, that would work! Good idea, darling! Now we just need to m-measure...you…”Rarity trailed off, finally noticing Rush. Staring down at Rush’s… package, Rarity realized just how lucky Derpy had gotten, and thought [I wonder...would Derpy share him? I’ve never thought of being in a herd before...but now…].

“Rarity?” Rush asked quietly. “Is everything… a-alright?”

“Uhhm...oh! Y-yes, of course, darling, I just...eh...lost my train of thought...now, let’s get to measuring you for your tux, shall we?” Rarity stammered out.

“Yeah… let’s.” He nodded.
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“Well, that seems to be all of the measurements...So I suppose we’re done! You can put your clothes back on now...even if I don’t want you to…” Rarity said, the last part a low mumble.

“Huh?” Rush asked, looking at her with a curious look.

“Nothing! Just...thinking out loud…”Rarity said with a blush.

“Okay.” He shrugged slightly, hurriedly putting his clothes back on.

“Now, I’m going to put all of my effort into this, so it should be finished in a few hours, maybe by seven o’clock...just come by and pick it up by about six forty-five, alright?” Rarity asked.

“Alright, I’ll be back for it then.” Rush said with a nod. “Thank you for this.”

“It’s no problem, darling, anything for a friend. Now, shoo! I’ve work to do, hmm?” Rarity said, magically pushing Rush out of the room.

Rush walked back out of the building and out onto the street.Glancing around, he looked for Derpy.

Out of nowhere, a weight draped across his back, hands coming around to cover his eyes. “Guess whoooo!”

“Oh I don’t know…” Rush started contemplatively his hands moving back and grabbing her legs as he spoke. “No… no it couldn’t be…” He grinned.

“Eeep! R-Rush…” The voice said.

He squeezed her legs. “Missed you.”

Derpy blushed, wrapping her arms around his neck. “I missed you too… did you get what you needed?” She asked.

“Yep, I sure did.” Rush smiled up at her. His smile grew as a thought came to his mind. “You know what…” He started.

“Hmmm?”

Rush remained silent as he lifted her up onto his shoulders.

“W-what’re you doing?” Derpy asked, wiggling a bit.

“Putting you on my shoulders.”

“W-why? I’m too heavy for you to carry for any p-practical amount of time, anyway.” Derpy said.

“You aren’t heavy at all,” Rush smiled up at her. “Stop putting yourself down.”

“Heh… I’d say the same, but you w-wouldn’t listen…” Derpy said, blushing even harder.

“If you don’t want me to, then I won’t.” He laughed.

“N-no! I just…” Derpy sighed. “...I guess I just can’t help but do that...you can keep holding me if you want to, I won’t stop you. I...I like it when you hold me, a-anyway.”

“That’s good. I’m going to keep doing this then!”

Derpy leaned down a bit, kissing Rush’s head. “Well, you have fun, then.”

Rush quickly turned his head up, kissing the end of her nose. Derpy squeaked.
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Several Hours Later:

Rush walked slowly into Rarity’s store, “I’m here for my tux, Rarity! Can’t wait to see it!” He said.

“Ah! It’s good to see you, darling. I only just finished it, so you must have excellent timing. Here you go!” She said, presenting the tux, “Is it what you expected, dear?”

Rush smiled widely and nodded as he said, “Yes! It is!” His eyes darting over the grey colored tuxedo, the slightly darker tie attached to it perfectly accenting it. He then looked at the dark grey overcoat and his smile grew, everything blended seamlessly together. “It’s perfect, Rarity!”

“Heh heh… you flatter me, Rush. I’m not that good…” Rarity said, her face turning red.

“Yeah, you are.” Rush nodded.

“Hmm… whatever you say, darling. Now, you take that and go have a wonderful dat-” Rarity started to say, stopping before she could ruin the secret.

“What was that?” Rush asked, snapping back to attention.

“A….wonderful…night. I meant to say night.”

“Oh, you too!” Rush smiled wider and waved as he nearly bounced out of the house, fully prepared to show Derpy his new tux.

“That was...stressful…” Rarity said.
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Rush burst into Derpy’s house and ran back into the bedroom. “Derpy, check out my new tuxedo!” He yelled loudly. “I got the tuuuu…” He said, trailing off as he finally saw Derpy.

“You got a new tux, did you? Well, get ready to make use of it...we have a date at The Fancy Saddle at 7:30.” Derpy said. She stood in the doorway to the bathroom, one hand on the doorjamb and one on her hip. But the most noticeable feature Rush noticed was the dress Derpy wore.

From her armpits to her ankles, Derpy was covered in a shimmering red fabric. Her dress was strapless, and had a rather large V down her chest, advertising her cleavage. On the lower half of her dress, one side was split, showing off her legs all the way up to her thighs. Other than the dress, she had on high heels, and an emerald necklace. The only other thing different about her was her hair, which was in a tight bun. Rush’s mouth just fell open, his voice completely lost to him.

Walking over to him, hips swaying exaggeratingly the whole way, Derpy reached up to his chin and closed his mouth, saying, “While I’m extremely pleased about your reaction, we do need to be somewhere soon, so please get ready.” Giving him a passionate kiss, Derpy walked back into the bathroom, closing the door with a flap of her wings.

Rush remained motionless for a short time until he quickly got undressed and into his new tux. He quickly rushed into the other bathroom in the house and started to brush his teeth and put on deodorant, before he pulled a spray vial out of his bag and sprayed what he thought was some cologne on. The smell that hit his nose made it twitch and he instantly looked at the vial, “Oh… oh my…” He muttered as he read the name, ‘L.G.P’. “Oh that’s… oh. Mom must have given me this.” He sighed with a small smile. Setting the vial back in his bag, he walked out of the room.

[15 minutes later]

After walking out of the bathroom, Derpy found Rush standing at the door, fidgeting, messing with his collar. Silently walking up behind him, she wrapped her arms around his neck, breathing in his smell. “You ready to go, Rush?”

“Yeah.” Rush smiled as he turned around and lifted her up.

Wrapping her legs around his waist, she leaned her face into his neck. “Would you mind carrying me there? I do love being here in your strong, warm grip…”

“I’d love to carry you there.” He smiled down at her as he walked out into the night air.

“Wonderful…” Derpy breathily said. Squeezing her zebra tightly, she laid in his embrace, relishing his strength, warmth… and his smell… which seemed to keep getting better and better as time went on. “What’s th-”

“We’re here.” Rush said softly as he looked down at her.

“What? It’s...it’s only been a minute, not even that…” Derpy said, a look of disbelief across her face.

“It’s been more like twenty… but you know the saying, time flies when you’re having fun.” He laughed.

Derpy sighed. “I suppose that’s how it goes...sadly, you have to put me down so I can give them the reservation tickets.”

Rush sighed and reluctantly set her down.

Walking over to the stand, Derpy reached into her dress, her fingers reaching between her breasts and pulling out the tickets. “Two under...Hooves, seven thirty?” She said, giving the maitre d’ the tickets.

“Ahhh, yes. Follow me to your table, please,” The headwaiter said, walking a bit and waiting for them to follow.

Rush picked Derpy back up and carried her as he followed the headwaiter.

Blushing, Derpy said, “Rush… w-while we both like it when you carry me, you can’t do it everywhere…”

Before he could respond, however, the maitre d’ stopped, turning to them before saying, “And here is your table,” Before he walked off, he handed them a small bell, saying, “Please just ring this bell when you need a waiter.”

Rush set Derpy down and took a seat across from her. “Why can’t I carry you everywhere?” He asked with a grin.

“Because...I...because you just can’t! People are gonna stare...and...I don’t like attention…” Derpy said, blushing.

“Oh, they’ll just be jealous of you.” He teased as he took her hand and gently squeezed it.

“Ohhh...you...you’re t-too sweet...now c’mon, we gotta eat, y’know?” Derpy said, smiling up at him.

“Yeah, we do…” Rush said as his smile widened as he picked the bell up and rang it.

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“So, how are your hayburgers?” Derpy asked.

“Great.” Rush smiled, “How about your salad?”

“Delicious.”

“That’s wonderful!” Rush said, his smile growing. “Did you think about what you wanted for dessert?”

“Hmm...I was thinking we don’t get it here, but instead go over to Sugarcube Corner and split a milkshake. How does that sound?” Derpy asked.

“That sounds great, I’ve never had a milkshake from there.” He said.

Derpy smiled, winking at Rush. Rush raised an eyebrow but smiled a little more. Before he could ask her anything, he felt a brushing on his pant leg. Looking down under the table, he saw that Derpy had taken her shoes off, and was stroking him with her pantyhose-laden foot. Rush grinned even more and playfully grabbed her foot.

Bringing her other foot up, she began to tickle his knee, using her toes. He grabbed both her feet and gave them a gentle squeeze.

Derpy cooed, saying, “K-keep that up...it feels very...nice…”

He gently rubbed and squeezed her feet as a larger smile grew on his face. “I’m really happy you’re enjoying this.”

Derpy giggled. “Well, I’m really happy you’re doing this for me…”

“Anytime you want one, I’ll be happy to give you one.” He emphasized by gently massaging her right foot with both hands, slowly moving up her leg.

Derpy shivered, a blush spreading across her face. “Rush...if you go a-any farther, the other p-patrons are gonna notice…”

Rush moved to her other leg, just below her knee and with the same skill moved slowly back down to her foot. Shuddering, Derpy squeaked, her toes curling up. Slowly, she lowered her eyelids, until the were half-lidded, looking Rush in the eyes as she brought her other foot up to his leg. Before he could grab her foot, she started to rub his inner thigh, trailing her foot back and forth. Rush’s mouth opened slowly and let out a soft groan.

Derpy smiled. “Now who’s teasing who, hmm?” She said, bringing her foot ever closer to his crotch. He remained utterly silent as his face reddened. She finally reached it, her foot stroking the bulge in his pants. He shivered and closed his eyes. A soft sigh escaped his lips and she felt the bulge grow a little more.

“Mmm...if I have my way, I’ll be having some vanilla soon…” Derpy said, stroking slower.

“If… you…” He let out another sigh.

“If I what? You’ll need to be a bit more specific…” Derpy sultrily said.

“I’m… yours… a… all of me…” Rush mumbled.

“That’s right...you’re all mine.” She said, stroking harder, faster. Rush grabbed her foot and pushed it back down.

He panted quietly, “That’s… that’s enough…”

Derpy blinked, realizing where they were and what she was doing. “Oh...my..uh, maybe we should just… skip dessert…” Derpy suggested.

“Sounds... good.” Rush nodded quickly.

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“Rush...I-I’m sorry about that...I don’t know what came over me…” Derpy said, nuzzling his chest.

“It’s fine…” Rush assured her.

“I know...but I still feel so bad...I m-mean, I could’ve been caught, WE could’ve been caught…” Derpy said, starting to panic.

“Hey, it wasn’t that bad.” Rush said, squeezing her gently. “Just please calm down…”

“Alright...I-I just...I dunno...I’m sorry for ruining our nice date. I didn’t mean for it to turn out like that…” Derpy said

“You didn’t ruin it.” Rush smiled, leaning his head down and nuzzling her cheek, ”If anything, you made it better.” He said, finishing with a gentle kiss on her cheek.

Derpy cooed, happy to be treated so nicely. “Mmm… you’re too good to me, you big teddy zebra.”

“Perfection doesn’t deserve anything less.” He smiled widely as he pushed the door open, “And you know what… tonight I’m going to treat you like the princess you are… my sunshine.”

“Eeep! Wh-what do you mean?” Derpy asked, blushing furiously.

“You’ll find out soon enough.” Rush said softly.

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Rush nuzzled against Derpy, squeezing her close as he laid down right beside her. “You’re so warm.” He sighed softly.

“Mmm...well, you smell good. Like, really good.” Derpy said, taking a deep breath of Rush’s scent.

“Um… thanks.” Rush smiled a little. “Well… you always look really good.” He gently squeezed her again, before kissing the end of her nose. Before he could leave her space completely, though, Derpy reached her head up and caught his lip, nibbling it while looking into his eyes. His smile widened and he licked her lips.

Moaning lightly at the feel of his tongue, she leaned in closer, bringing their mouths together. He pushed just a little bit deeper and hugged her even tighter, their bodies pressing against each others. Sliding her hands down his body, Derpy reached down to Rush’s ass, relishing in the feel of the tight muscles. Shivering at her touch, Rush gently slid his hands down her back and caressed her own soft body. His tongue pushed gently against her lips, requesting her permission to go even deeper with the kiss.

“Mmmm…” Derpy moaned, opening her lips and wrestling with Rush’s tongue. He groaned quietly and gave her kneadable ass a soft squeeze, genuinely attempting to pull her closer then was physically possible. Bringing her hands back up her body, she ran her hands through his hair, blushing as her breasts pressed up against his chest.

Rush pulled back to speak, “Derpy…” He breathed.

“Y...yes?” Derpy panted out. He silently nuzzled her neck and gave it an affectionate nip. Shivering, she pressed his face further into her neck, loving the feeling of his mouth on her body. He gingerly peppered her neck with kisses and more gentle nips as he closed his eyes. Gently sliding his hands up her back, he caressed her body once more.

She groaned, her wings spreading at the touch of his hands. Putting her hands on top of his head, she began to slowly push his head down, bringing him ever closer to her breasts. As his head moved down his kisses and nipping trailed down with him. His eyes moved up to lock with hers as a small smile came over his face.

Smiling back down at him, she took her hands down from his head. Watching her bring them behind her back, Rush heard a small *click*.

“Huh?” Rush asked.

Lowering her eyelids, Derpy brought her hands around to her front, pointing to her bra, acknowledging how loose it now seemed. Rush’s eyes moved down and he gently pulled on her bra, slowly taking it off of her body.

After Rush had taken her bra off, Derpy moved her hands back to his head, moving him down into the valley of her cleavage. Gently kissing her teats, Rush slowly slid his hands up to her shoulders. He pressured her shoulders, gently nipping the soft flesh of her breasts.

“Aaahnn...” Derpy moaned.

He kissed her teat, gently squeezing her other one, his rough fingers gently pressing into her flesh, his warm breath rolled over her exposed body as he continued his affectionate advances. Moaning ever harder, Derpy moved her hands again, this time to her breasts, squishing Rush’s face into them. He smiled, hugging her tightly as he pulled himself back up to give her another lingering kiss. Thrusting her tongue into his mouth, Derpy started to slide her hands down his body, caressing his abdomen, slowly getting lower all the while.

He shivered slightly and closed his eyes tightly. Noticing this, she smiled, finally reaching the prize below. He groaned quietly into her mouth as he pulled back from the kiss, a small trail of saliva still connecting them as he stared at her.

“Mmm...is that a map in your pants, or are you just really happy to see me?” Derpy asked, running a finger down his boxers.

“I… ah…” He moaned quietly. Licking her lips, Derpy brought her hand slightly up, stretching the waistband on his underwear before reaching her hand in, making Rush groan a little more and close his eyes even further. Blushing at the sounds Rush made, Derpy kissed him again, finally wrapping her hand around the base of his cock. He shivered at her touch and moaned softly into her mouth, his hearting beating faster immediately. He pushed slightly deeper into the kiss, his cock growing harder by the second, only taking him a few moments in her warm grasp to reach full mast.

Derpy pulled out of the kiss, looking into his eyes seductively, saying, “Do you like that? Do you like it when I stroke you, when I can’t even wrap my hand around you, jerking you off into your underwear, making you cum all over yourself?”

Rush panted heavily and slowly nodded, saying, “Yes… I… I do…”

Kissing him again, she leaned up to his ear, whispering, “Tell me. Tell me how much you like it,” as she stroked him faster, harder.

He managed to mumble, “I… ah… love it…”

“More, tell me more…” She said, rubbing her thumb along the underside of his glans.

He visibly shook and his mouth fell open, “A...h… I… so…” Shuddering, realized just how soft her skin was, sliding over the skin of his penis. Sliding her hand up even further, Derpy brought a finger up to the cum-slit on the top of his dick, pressing down on it slightly. Rush stiffened up for a moment before quaking as an orgasm crashed through him, his sticky cum splattered out around her finger, coating her hand and covering his underwear in sticky horse-spunk.

“Mmm… icing. My favorite,” Derpy said. Bringing her hand up, she licked the smen off of it, relishing the salty taste of Rush’s cum.

Rush’s face was bright red as he watched her. Heaving, he looked down at himself, his boxers covered in spunk. “I...I think I’ll need to change…” He said, getting up.

However, before he could get another pair of pants, Derpy piped up, saying, “Don’t. I-I mean, take off your boxers, and clean up a bit, but don’t worry about putting anything else on. I think I’m comfortable with that, if you are.”

He said in a quiet voice, “Oh… um, sure. If you’re comfortable with that…” He shakily took his boxers off, grabbing a tissue to clean himself up.

“But…”

Rush looked back at Derpy, his concentration shattered.

“I think I need some help… I seem to have too much clothing on.” She said, drawing attention to her muffin panties.

Rush remained motionless for a moment before nodding slowly. He got back onto the bed and slowly slid his hands up her legs and onto her waist, followed by fingers individually slipping under the straps to her panties. After a few moments of eternity he carefully slid them down her legs, his breathing growing heavier the further down they got. After the panties were off, brought them up to his eyes, studying the rather large wet spot on the front, covering the muffin. Lowering them to the ground, he slowly slid back into bed next to Derpy, trying his hardest not to brush up against her marehood.

Derpy noticed this, and, looking back up to Rush’s face, saw that he was looking at the wall, avoiding looking at her. “R-Rush? Is something wrong? You… do you not want to do this? Wh-why aren’t you looking at me? What’d I do wrong?” She said, panicking more with every second.

“N… no, that’s not it!” Rush said quickly, hugging her tightly. “I just… don’t want to stare… I feel like I’m doing something wrong if I do…”

“R-Rush, you big silly zebra, my marehood is my most intimate part. I would be ecstatic if you stared at it, it would be a compliment of the highest regard. In fact, I want you to look at it. Now.” Derpy said, growing forceful quickly.

“Oh… okay…” Rush said softly as he looked down, his eyes slowly trailing over every curve her body had before falling onto her slightly glistening pink marehood, which stood out completely from it’s gray surrounding. “I-it’s beautiful…” He said, just as he looked back up at her almost as if he was asking for permission to do something.

Derpy blushed, saying, “Go on…”

He gently kissed her with a lot more force than before, almost melting into her as he entwined his arms around her. Moaning into the kiss, Derpy nuzzled him, the both of them falling asleep in a fit of passion.