Caramel looked at the sign. Caramel looked back down and then to his left and right, to see if anybody was looking. Nobody was. Caramel looked back up at the sign. “The Crowhop” it still read, same as before. Caramel sighed. It was purportedly Ponyville’s best gay bar. It was right next to Caramel’s favorite pizza parlor. Funny how he had never noticed it before. Caramel looked around again. There was, still, nobody looking. He opened the door and went in.

It seemed larger on the inside than he had expected. And a lot noisier. They even had a dance floor. He was overwhelmed by the oontz oontz oontzing of the house music blaring from the speakers. This really wasn’t his kind of scene, and he was getting uncomfortable. There were a lot of ponies in here. Quite a few mares, too, and he hadn’t been expecting that. Caramel looked through the darkened bar for the pony he was supposed to meet. He considered leaving before he ran into anybody he knew.

Caramel heard a whistle over the loud music, and turned around. There was Pokey, sitting at a table. He was waving Caramel. There was some other pony at the table with him and they were chatting. Caramel pulled up a chair. “Hey,” he said to Pokey.

“Smarmy?” Pokey said, “I’d like you to meet my new friend Caramel.”

“Well, now, how do you do?” The pony greeted Caramel. I said it in a really flamboyant, fruity tone of voice, a total stereotype. Caramel felt a little insulted. He was even holding his hoof up, totally limp-ankled.

“Hey,” Caramel said, shaking his hoof.

“Listen, Pokey,” Smarmy stood up from the table, “I better get back to me party, they’ll be worried about me. Call you later. Caramel? It was real nice to meet you. I’ll be seeing you around, OK?” Smarmy left. Caramel didn’t bother to reply.

“I thought you said we’d be discrete,” he grumbled at Pokey.

“Smarmy?” Pokey replied. “Oh, don’t worry about him. He’s as tight-lipped as a mafia hit-man.”

“Why’d you ask me to meet you here anyway?” Caramel asked.

“Ah, well, you told me you wanted me to show you the ropes. This is a rope. If things don’t work out between you and Big Mac, there’s always The Crowhop. Best place in town. Also, they’ve got good drinks and for cheap,” Pokey waved over a waitress. “And a good DJ.”

“Not my kind of music, but it does seem like an alright place.”

“There’s no smoking. That’s 90% of it.”

The waitress came over. “Hiya, Pokey. Another martini?” He nodded. “And your friend?”

“Scotch,” he growled. “On the rocks. Double.”

She smiled at him, “coming right up,” and she walked away.

“Lotta mares here,” Caramel said.

“Sure, it’s safer. Not a lot of louts hitting on them. Caramel, listen. You seem like a nice guy. But you’re obviously pretty nervous. It’s really going to help if you relax. Why don’t you tell me about yourself. I hardly know you at all.”

“Uh, well,” Caramel started. “I’m really pretty boring. I finished school a few years back. I’ve just been working as a farm hand ever since. I don’t get out a lot.”

“You’ve never been with another stallion?”

Caramel was surprised by the frankness, although he knew he shouldn’t have been. That’s why he was here. “Not really, no.”

“Not really?”

“Well, one time...,” he paused when the waitress came back with their drinks.

“Go on,” Pokey said, when she left.

“Me and Big Mac, actually. We were just little colts, camping out in the woods. We didn’t have sex, obviously. But we sort of played around.”

“Playing doctor sort of thing?”

“Kinda sorta,” Caramel answered. “I guess all foals play around a bit.”

“Sure. Is that why you’re fond of Big Mac?” Pokey asked.

Caramel scratched his head. “I guess I’ve always been fond of Big Mac. Loved him, you could say. I always thought it was platonic. Like he was my best friend or something. At least wanted him to be. And then? Well, I heard a rumor that Big Mac swings both ways. At least that’s what they said.”
“Oh, he does,” Pokey said. Caramel shot him a look. “Hey, don’t look at me like that,” Pokey held up his hooves. “I hear things to.”

“Anyway,” Caramel went on. “I guess when I heard that, I realized what I had was more of a crush on Big Mac than anything else.” Caramel took a big drink.

“So,” said Pokey. “Are you a top or a bottom?”

Again Caramel was surprised by the frankness. “I... I don’t understand.”

“You don’t know what top and bottom mean?” now Pokey was surprised.

“I know what it means,” Caramel grumbled. “It’s just... isn’t that isn’t that a stereotype? Are gay stallions really either or?”

“Good question,” Pokey said. “You know, a lot of gay relationships don’t even involve anal.” Caramel raised an eyebrow. “But we’ve already talked about this. You’re right. Most guys will switch. Although there’s often a preference of one over the other. I myself am a versatile bottom.”

Caramel took another drink. “I’m a top,” he said. “I guess.”

“Because Big Mac’s definitely a top,” Pokey said. Caramel shot him another look. “So they say,” Pokey held up his hooves.

Caramel finished his drink in one big gulp. “Well,” he said. “If he is then he is.”

Pokey took a long look at Caramel in the gloom of the bar. He was putting up a pretty tough front, but he was obviously nervous. Pokey smiled. He bought Caramel another drink and changed the subject. He hopped Caramel would have some fun tonight, regardless of what happened.

Pokey opened the door to his apartment and let them both in. “Make yourself comfortable,” he told Caramel. Caramel strolled in and sat down on Pokey’s couch. He looked around. It was a nice, large upscale apartment in a good part of town. Pokey must have been very well off. Caramel suddenly realized he never asked Pokey what he did for a living. It sure wasn’t farming. Now he felt like it was too late to ask.

“Can I get you a drink?” Pokey asked.

“Sure,” said, Caramel. “I guess I’ll have whatever you’re having.”

Pokey fixed himself a rum and coke, and returned to the living room with one for Caramel. “Want to listen to some music?” Pokey asked.

“Sure,” Caramel said.

Pokey walked over to his record collection and started flipping through is albums. “You’re not a house music kind of stallion. I’m guessing you’re into country?”

“Eyup,” Caramel replied.

“I’m afraid I haven’t got much for you,” he said. “But I,” he pulled a record out of its sleeve, “am in the mood for some R&B.” Pokey started to play the record. The introductory bars rose up, and Pokey began to dance. Caramel watched him. It wasn’t exactly dancing as much as it was sort of shuffling along in rhythm. In another time or place, Caramel would have been annoyed. Or maybe he would have laughed. Now, he was enjoying watching Pokey dance. The light buzz helped.

Caramel found his own hoof clopping in time with the music. “Who is this?” he asked.

“The Delponics,” Pokey answered, matter-of-factly.

Normally, Caramel didn’t listen to R&B either. “They’re really good,” he said. “I mean really good.”

Pokey kept dancing by himself. He finished his drink, and then kept dancing until Caramel finished his. He danced his way over, took his empty glass, and then danced his way into the kitchen to put the glasses in the sink.

Pokey danced his way back into the living room. He started dancing closer to Caramel. Caramel leaned back further into the couch and relaxed some more. Or at least he tried to. Pokey was getting closer and closer.

Pokey did a little pirouette, and then leaned over Caramel and kissed him on the lips. Caramel leaned his head further back. His mind was filled with doubt and second guessing. Pokey pushed further into him. Pokey opened his mouth. Caramel didn’t open his. Pokey tried to slide in his tongue, but met only resistance from Caramel’s pressed lips.

Caramel broke the kiss. He blinked several times, but didn’t know what to say. Pokey sighed and sat down on the floor between Caramel’s hind legs. He rested his head on Caramel’s chest and looked up at him. “Caramel,” he whispered. “I know I’m not Big McIntosh. I know I never will be. But I’d still like to be your friend. I know your plans don’t include me. But here we both are. Both of us are lonely. Why should you worry? No one will care. Just for tonight?”

Caramel slowly started to smile. He didn’t say anything, but he nodded. Pokey closed his eyes and bent his head down. He kissed Caramel on his belly. He breathed heavily into Caramel’s coat and began to rub his muzzle further and further down his body. Pokey stopped at his sheath and tickled here for a moment, hoping to encourage Caramel’s erection. It wouldn’t come out. Pokey kept moving down. Pokey breathed heavily once more, this time on the bare skin of Caramel’s balls. It stimulated them enough to make the skin contract and his balls pull upwards. Pokey stuck his snout down underneath his balls, then stuck out his tongue. He licked once, upwards, in one long stroke, cupping his balls on his tongue. He kept licking up towards Caramel’s sheath. As he got to the end of the sheath, Caramel’s cock was already sliding out. Pokey kept licking upwards as his erection grew. By the time Pokey got to the head, Caramel was fully erect, and as hard as steel. Pokey pursed his lips around Caramel’s head, and then sucked it down his throat.

Caramel sighed and melted into the chair as Pokey fellated him. He had found his hooves rising up to stroke Pokey’s mane, then further up to stroke his horn. Caramel had been blown by a number of ponies before, some had even been unicorns. But they had all been mares. That’s what Caramel tried to think about now- mares. He was still more comfortable with that thought. But the realization that Pokey was a stallion hit him like a ton of bricks. Somehow, it only make his cock harder. Pokey was that good. Caramel thought about all the blowjobs he had gotten before. He had enjoyed every single one of them. They had always been great foreplay. But he had never gotten off from a blowjob. He had always heard locker room banter about other stallions getting off from blowjobs, and it always worked in the porn films. But he himself had never came from a blowjob before. He hadn’t even come close.

Now he was about to cum. Pokey knew exactly what to do. He was better than any mare. Perfect rhythm, perfect depth, perfect pressure. Caramel watched his wet dick go sliding in and out of Pokey’s face. Sometimes Pokey sucked all the way to the base, sometimes halfway. Caramel felt his cock starting to throb as he got closer and closer to orgasm. Pokey felt it too. He let the cock fall from his mouth and slap back against Caramel’s belly.

Pokey stood up and held out his hooves to help Caramel get up off the couch. Pokey started leading Caramel to his bedroom. Pokey was sashaying to the music still playing on the stereo as he led Caramel to bed. Caramel’s almost uncomfortably hard boner was swinging back and forth beneath him as he was tempted by Pokey’s swinging tail.

As they entered the bedroom, Pokey swung his head to the right, indicating a bottle of lubricant sitting on the top of a dresser. Caramel went over to prepare himself. When he turned around, Pokey was already laying on the bed, all stretched out on his belly. Caramel drew closer. Pokey looked soft and... almost feminine. His calves, thighs and buttocks were all perfectly toned and curved. They seemed to draw the eye straight in to his little dark asshole. His pink balls were sticking out from underneath his body, pressed against the bed. Caramel felt himself being drawn in. He had no idea a stallion’s body could look so beautiful like this. Caramel climbed on top of the bed. He climbed on top of Pokey. His chin just barely grazed Pokey’s tail, and went sliding up the middle of his back. Caramel was almost completely on top of him.

“Slowly,” Pokey whispered to him, “just like you would with a mare.”

Caramel reached down and grabbed his slippery cock. He found Pokey’s anus with the tip of it, and started to push in. Caramel had never put in a mare’s ass before; he had asked but none had let him. This was all new to him, and he quickly realized how essential the lube really was. Pokey didn’t speak again. Caramel pushed as much as he dared, reading off of the cues that Pokey would give him. Sometimes Pokey would grunt, sometimes sigh, sometimes hiss between his teeth. Caramel stopped when he was about halfway in and just decided to feel the sensation of Pokey’s ass squeezing around his cock. He was warm and tight. Tighter than any mare. Caramel started to thrust, his animalistic instincts were starting to take over. Caramel started shallowly at first, and then took longer strokes as time went on. Each longer stroke took him deeper into Pokey’s ass, and the deeper the better. It only took a few minutes of gentle fucking before Caramel was all the way inside. He stopped here, again, all the way in, and enjoyed the sensation. He could feel Pokey’s firm cheeks pressed up against his hips. His balls were pressed down on Pokey’s, sandwiching them with the mattress. Pokey’s anus was squeezing, pulsing around the base of his dick.

“Fuck me,” Pokey groaned.

Caramel fucked him hard. Pokey’s ass was as loose and relaxed as it needed to be. Caramel’s long shaft was flying in and out smoothly. Their balls were slapping together with each downstroke. The bed was starting to shake. Pokey was moaning and shouting with bliss. Caramel was comparatively quiet. He was much too deeply absorbed. Caramel found a rhythm that he liked, and his thrusting became mechanical. After that, it didn’t take long. He could feel the orgasm welling up deep inside of himself. He could tell it was going be a big one. He still wasn’t prepared when he finally came. It was the biggest orgasm he ever had in his life. He stopped thrusting while deep inside, and shot his whole load into Pokey’s ass. He thrust in once again and shot again. Then he slumped all his weight down on Pokey. Slowly, as his dick started going limp, he pulled it out of Pokey’s ass, then he rolled over in bed.

Pokey rolled over and started planting kisses all over Caramel’s face. Pokey tried to kiss Caramel on the lips and slip in his tongue, but again Caramel broke it. Not because Caramel didn’t want it this time, but because Caramel had bigger plans. Caramel started moving down Pokey’s body. Pokey had been semi-erect as Caramel had fucked him. But now he grew stiff as Caramel started to fondle him between his hooves. Caramel, despite his unrequited love for Big McIntosh, had never considered himself to be particularly interested in penises. He loved his own, of course, and loved to play with it. He had always believed that was because he was attached to it. He had never realized it could be just as fun to play with somebody else’s.

He popped it into his mouth almost immediately. Caramel felt all around it with his tongue. The hole, the head, the loose skin, the veins. He let it slide in and felt the head pass across the roof of his mouth. He let it pass down his throat. Caramel sucked off Pokey the way he himself liked to get sucked off. He had only cum a few minutes before, but could feel himself starting to get hard again already. Caramel hadn’t known that the act of giving head could be so stimulating. There was just something erotic about how Pokey’s big hard cock filled up his mouth. Pokey started to stroke his mane. Then he pulled his ears. It was obvious that Pokey was enjoying it, and that made Caramel feel even better. He wondered if he could make Pokey cum in his mouth. He hoped he could.

Pokey didn’t let him. He tried to gently push Caramel away, and then laughed when Caramel only sucked harder. Finally, Pokey forced Caramel off. He didn’t want to come too soon. As soon as the cock fell out of his mouth with a wet smack, Caramel got onto bed on all fours and lifted his tail into the air. Pokey rushed over to the dresser for the lube, and then quickly returned.

Pokey caught Caramel’s eye. Caramel was craning his neck to look backwards at Pokey. “Fuck me,” Caramel said.

Pokey mounted Caramel. Pokey had done this many times before, and knew exactly what he was doing. Still, there was pain. Caramel winced and bowed his head. He grunted and bared is teeth. He could feel himself being stretched apart. It burned. And then Pokey was inside. Oh god, it felt so good. A living, breathing pony was inside of him, hard and warm. Pokey started fucking him properly. For Caramel, each thrust felt better and better. He felt as if Pokey was using him. But he liked it. He was using Pokey too. Pokey was starting to scream behind him. He really wanted Pokey to get off. Caramel looked down below himself. His own cock was nearly full erect and flopping around beneath him. Maybe he would get off again too. For a brief second, Pokey thought about why he was doing this. Images of Big McIntosh flashed before Caramel’s eyes. The faces of Big Mac were being replaced. All he could see was Pokey. Then, something happened. Caramel started feeling like Pokey was warmer, and was filling him up even more. And softer, smoother. Buttery. Pokey had cummed inside of his ass.

Pokey slowed down his thrusting, and then ground to a halt. Before he could pull out, Caramel craned his shoulders and neck around and kissed Pokey on his lips. Caramel slid his tongue in. The couple made out, Pokey still mounted on Caramel. Eventually, Pokey slipped out and they rolled over in bed, but kept making out. After awhile, they both grew rock hard. Some time after that, they made love again, each taking turns. Exhausted, they fell asleep. When they woke up in the morning, they made love a third time. Pokey cleared his schedule, and they spent the weekend together. They never left Pokey’s apartment.

They became fast friends.