Cadence's horn glows and my armour and clothes are stripped from me. Her beautiful purple dress is also removed, but instead of teleporting it off, she slowly pulls it up, revealing her light pink fur from the top of her thighs, stomach, and chest. She's wearing long see through shoulder length gloves and thigh long stockings.

Her panties... she isn't even wearing panties. Has she been walking around with no underwear? She doesn't even have a bra on!

Her breasts bounce around as they're freed from her dress. Her pussy is leaking onto my crotch and I'm sure I have another nosebleed. She lets down her multi-toned hair and tail where they flow freely over her shoulders and chest.

"I am at the peak of my heat, Adrian. I want you to fill me as many times as you can to ensure I am with foal," she tells me and leans down. She grabs my head and kisses me deeply, I can feel her tongue pressing against my lips. Shining, Celestia, Luna, and Shella all said this was okay.

I open my mouth and return the kiss. Our tongues coil around each other and she moans as she starts grinding against me. I reach around her back and start massaging her wing joints. Her wings snap out to the sides and she gives me a long deep moan into my mouth.

She then pulls back gasping for air. "Oh by Luna's stars. That feels amaaaaaazing, nnnggh," she says and dives back into my mouth. I remove my left hand from her wing and bring it up to her horn. I'm curious to see if it's sensitive or not.

I start stroking it and she gasps. "Oh! Aaah... yes, s-stroke my horn!" she tells me. I wrap my hand around it and begin to slowly stroke it up and down making her go cross eyed as she looks up as best she can to watch. "Ngggh. That feels s-so good... go faster!" she tells me.

I grip it a little tighter and begin moving faster. Her eyes close as she grinds on my member faster, my groin is soaked now.

I remove my hand, getting a whine of protest from her. I grip her head and pull her down. I begin to lick along her horn and she gives a small cry of pleasure. I smile as I continue to lick and kiss her horn leaving small trails of saliva to drip down it. She's squirming on top of me and I can feel my dick slide between her ass cheeks as she's hotdogging me.

I wrap my lips around the base of her horn and start licking and sucking up and down the length. She starts to constantly moan and licks the sweat off my chest while rocking her hips back and fourth.

"Your s-sweat tastes s-so salty," she says and continues licking me. I see her horn faintly start to glow and then begin increasing. A small orb of magic begins forming at the tip and her eyes roll up into her head. "Don't stop, Adrian! I'm so close!" she begs me.

I pick up my pace and she's practically screaming now. I watch as the orb gets bigger until Cadence finally bursts. "YEEESSS!" she screams as I feel my dick get drenched. She trembles on top of me as the orb starts shooting small sparks on the wall behind me.

"OH, ADRIAN! Ngghh..." she says and goes limp on me. She's huffing and panting deeply. "Ahhh... it's been ohh, awhile since I-I've had an h-horngasm," she tells me.

Horngasm huh? I'll have to remember that for Tia and the others. She sits up and reaches behind her. She grips my cock and begins to lightly stroke it. "I think I'm sufficiently wet enough for the main event. I want you to cum in me as many times as you can, Adrian," she tells me with a heavy blush.

I nodded vigorously and she lines me up with her leaking snatch. She presses down on the head and moans as she teases me by rubbing my head around her vulva. After a few seconds of teasing, she takes my cock to the hilt in one go.

"AAAAAHHHHHHH!" she screams and clenches my member tightly. She collapses on my chest and I wrap my arms around her. She looks up at me with lust in her eyes. I grip the back of her head and begin kissing her as I start thrusting slowly up into her.

She moans and begins to raise and lower herself in time with my thrusts. "Y-You feel so d-different from Shiny," she says and sits up straight. She begins to bounce on me faster as I grip her hips.

"Is that a nggh, good thing?" I ask her.

"Y-You don't have a f-flare ohhh! That c-can sometimes nnngh, tug painfully when a s-stallion cums," she replies. "Ah! Adrian, buck me faster!" she tells me.

I grip her hips tighter and start thrusting up faster into her. She screams as I fuck her as fast as I could. "Damn Cadence, you're so tight," I say as I continue to thrust into her gushing pussy.

After a good ten minutes she begins to clench my dick erratically. "Oh! OH! Adrian! I'm going to cum! Buck me! BUCK ME AS HARD AS YOU CAN!" she screams.

I grunt as I push her onto her back and wrap my arms behind her. She moans as I grip her wings and begin hammering as hard and as fast as I could. Her eyes roll back, tongue lolling out and screaming the whole time.

"Shit! Cadence... hnnghh, I'm cumming!" I tell her.

"YES! INSIDE! CUM INSIDE! GGAAAAAHAHHHHHH!" she yells at me. I can feel her clamp down and scream at the top of her lungs. She's shaking like she's caught in an earthquake. Her juices splash all over my groin and I lose it.

"Argh!" I grunt as I fire shot after shot of my seed deep into her while she moans and cums again as I fill her.

"Yeeeeeesss. Put a foal in me, Adrian!" she says and grinds against me, getting every drop she can get. I finish squirting and pull out. She gets on her knees and begins licking my dick. She sucks out the last bit of cum and swallows it. "Wow, even your seed tastes salty. Shiny's is a bit bitter," she tells me and starts sucking on it again.

I groan as I get hard again. "Fuck... you're good at that," I tell her and she giggles. Once I'm stiffer than a steel rod again, she lets go and turns around, bends over, and moves her tail to the side. I get a full view of her cum dripping pussy which is still slightly spread open.

"Buck me again and fill me to the brim," she tells me. I move up behind her and rub my dick against her. She moans and spreads her legs wider and her tail higher. I slowly slip my member into her and she gives off a deep lustful moan. She pushes back against me and my hips slap against hers.

"Oh, Cadence. Shining is a very lucky guy," I tell her and begin to fuck her. She doesn't reply, instead she pants and moans with every thrust while she thrusts her hips back in time with mine. I wrap my arms around her and begin fondling her breasts. They're not as big as Celestia's, but they're firm and soft. I grope them earning cute little gasps and moans out of her.

She turns her head around and catches my lips. We make out with each other as I thrust faster into her. "Adrian... Shiny has never lasted this long before!" she says and grunts with clenched teeth as she grips my dick tighter. "I love Shiny very much, but I kinda w-wish I met you first!" she says and her front half collapses. I hope she's just saying that because of her lust and heat.

I continue to pound her while playing with her nipples. "I'm close! Don't stop, please! Make me cum again!" she begs and begins to thrust back faster and harder. I lean back and grip her waist and begin to really let her have it. She starts screaming again as her fluids are freely flowing down her inner thighs.

"Oh Celestia! I'm cumming! C-Cum with me, Adrian!" she tells me and clamps down on my dick. I groan from how tight she feels and cum inside her again. "AAAAAHHHHHH!" she screams and I can feel her silky insides massage my cock.

She shakes as she rides out her orgasm while I massage her hips and she moans. She wobbles slightly as I slip out and she turns around and kisses me. We make out for a while as she calms down from her recent climax but I get hard again from the rough tongue play.

"That felt wonderful, but I want more. Please give me more," she begs. I lift her up and impale her on my dick. She gasps as I start sucking on her right breast and milk flows into my mouth. Her milk is really creamy and sweet. I'm ashamed to admit, she tastes better than Celestia and Luna. "Yes! Drink my milk. You'll n-need your energy for the n-next few hours! Nnngh," she tells me.

I walk over to the wall and press her against it. "Oh my! S-Shiny has never d-done this before!" she says and I can feel her grip my dick tightly. I begin thrusting in and out at a steady pace as I drink from her tits which I lick, suck, and nibble on her nipples. She's thrashing her head side to side as I grope her ass. "More! I want more! Buck me till I'm numb!" she tells me.

Wow, even Celestia and Luna weren't this aggressive during their heats.

I slip my left index finger under her tail and begin playing with her anus. "Wha!?" she cries out in surprise and moans deeply. "Shiny has never touched me there either," she says and gasps as I slip a finger into her ass. I wiggle it around a bit which is enough to make her cum. "Ah buck me! That f-feels so g-good!" she tells me and shudders in ecstasy.

I continue thrusting into her and her orgasm keeps going. I can feel her essence dripping off my balls as she releases more cum than the others. I start to frantically thrust into her, my peak approaching as I finger her ass faster. She kisses me as I reach my limit and flood her womb again with my cum. She squeals and cums again as she deep throats me with her tongue, holy crap! I didn't know their tongues were this long! I thought it was just a changeling thing!

I groan into her mouth and slide down onto my knees. I'm panting along with her sitting on my lap while she's resting her head against mine. "Auntie Tia and Luna are so *pant* Lucky to have you," she says and licks my cheek. "I-If I wasn't *huff* with Shiny. I'd join y-your herd in a h-heartbeat," she tells me and kisses me. "Maybe someday I w-will. Celestia told me *moan* a-about how you no longer a-age," she says and nuzzles me.

I'm feeling very conflicted. Is she falling in love with me? But what about Shining? I don't want to betray his trust...

"Cadence... I'm not going to lie, you are beautiful and kind, a very lovely woman, but I can't betray Shining's trust. He's my friend, maybe some day we can try, but I won't hurt Shining," I tell her.

She smiles and kisses me again. "That's okay, we have all the time in the world," she replies. "but right now. I want you to fill me some more!" she says and starts grinding against me. Oh crap, she's insatiable!

I pick her up again and she wraps her arms and legs around me. I walk over to the Gym's showers and step inside. I turn them on and lean her against the shower's wall. The water cascades down her hair and fur making her look very appealing, oh gods she looks so sexy. I have to try this with the others as well.

She moans as I begin thrusting again. She starts to lick and nibble on my neck and ears as I grip her left ass cheek and right thigh. Her breasts are pressed to my chest and rub against me as I thrust in and out of her, I can even feel her hard nipples against mine. She's moaning loudly and begging me to go faster. I have to be careful not to slip on the wet floor.

Her wet fur rubbing against my skin feels heavenly and I hold her tightly to me as I start slapping my hips with hers. She begins screaming again and I thrust one last time before cumming into her. Her screams are cut off as she kisses me with vigour, running her tongue all over my teeth and tongue.

Her juices flow out and mix with the water from the shower and she now looks exhausted. "T-Thank you. You don't know h-how much this m-means to me *huff*." she tells me as I let her stand up, but her legs give out and I gently lower her to the shower floor making her giggle. "I can't f-feel my legs... not even shiny has done that to me," she says with a smile.

"Come on, I'll help clean you up," I reply and start washing her hair. She hums in content as we wash each other down.

Once clean, dried, and dressed. I carry her out bridal style and head towards hers and Shining's room.

Next Chapter: Chapter 40: Royal Wedding Part 1 Estimated time remaining: 13 Hours, 30 Minutes