I wrap my arms around her back and carefully pull the zipper on her uniform down. I may not be comfortable with this, but it doesn't mean I won't make her first time as pleasurable as possible.

Once the zipper is down, I pull her dress down her arms and down to her waist. I unclip her bra and put it aside. Her breasts are just bigger than my fists and I fondle both with the palms of my hands.

She moans and wraps her arms around my chest. The size difference between her and Celestia is staggering, she's a full foot shorter than me. I lift her up slightly and latch my lips onto her right nipple getting a gasp from her as I suckle and nibble on it. Milk begins to flow into my mouth, though it's got a sweet taste, it isn't as good as Celestia's, Luna's, or even Cadence's.

I switch to her other breast and suck, lick, nibble and pull on it. She's moaning and groaning as her fingers dig into my back. With one last hard suck, I lie her on her back and pull the rest of her dress down off her legs. She's panting hard and looking up at me with the heaviest blush I've ever seen.

I wrap my fingers around the bands of her white panties and slowly pull them down as a strand of her arousal stretches from her pussy to the panties the further down I pull them.

I place the panties with her bra and uniform and spread her legs. I lean in and take a deep breath through my nose, she smells like peaches. I extend my tongue and lick her pussy from base to clit making her moan as she wraps her legs around my head and grips my hair. "More! Please, more!" she begs.

I start licking around her vulva and her clit as she gasps and squirms while I continue to stimulate her. Her juices are sweet and tangy as I lap up at her flowing flower. She moans loudly as I thrust my tongue inside and swirl it around making her legs tremble and her grip tightens as I eat her out.

"I... I think aaah, I'm g-going to c-cum! Nnggh!" she says and starts to constantly moan and gasp.

I feel her pussy twitching and after another minute of licking, sucking, and thrusting, she cums and floods my mouth with her juices. "OOOOOHH! YES! MMMmmmm," she yells as I gulp it down and lick what's left on her puffy lips.

She's breathing heavily and I remove my clothes. Once naked, I crawl up her body as she looks me in the eyes and grabs my head, she pulls me down and kisses me as her tongue invades my mouth. Our tongues curl around each other as we exchange saliva making us both moan into the kiss as I start rubbing my member across her clit and she groans into my mouth.

I pull back and look her in the eyes. "Are you sure you want to do this? As it's your first time, it might hurt at first," I ask her.

"Y-Yes. Please make t-the pain go a-away!" she begs and wraps her legs around my waist.

I smile warmly at her. "Alright, just try to relax and I'll do all the work," I tell her as I grip my dick and rub the head against her entrance. She bites her lower lip with a nervous expression as I then begin to push against her and her lips spread as my head pops in. She gasps and moans as I push another two inches in until I hit her hymen. "Okay, this is the part that will hurt. I'll push in and then let you get used to the feelin alright?" I tell her.

Not able to talk at the moment, she just nodded at me. I wrap my arms around the back of her neck, allowing her to use them as cushions and with a strong thrust, I take her virginity.

She screams and I can feel fluid trickle down my testicles. I stroke her hair and lightly kiss her to help calm her down. Her inner walls are clamping down tightly on me, almost painfully. I should have guessed she would be a lot more tighter than Celestia, Luna, and Shella due to her size. I can feel my tip kissing her cervix as tears are falling from her eyes and she clenches them shut and grits her teeth.

After a good couple of minutes reassuring her that it's fine with words of encouragement, kisses, and gentle strokes. She opens her eyes and pants heavily. "I-I'm okay n-now, nngh," she tells me and rests her head on my arms.

I smile and kiss her as I slowly pull out and push back in gently. She gasps into the kiss which turns into a lustfully deep moan as her insides are pulling and squeezing my member tightly, if she wasn't so wet, it would probably be impossible to move. I can feel every bump inside her as I slide in and out.

She wraps her arms around my neck and hungrily makes out with me. She begins to try and thrust her hips back at me, but not having much success. "Faster! Ahhh, please rut me faster!" she begs me and I pick up my pace.

She's constantly moaning and groaning as we continue to make love on the floor. I grunt as she begins to squeeze harder and I can feel her pussy gushing her juices on my crotch. "AAAAAHHH! SO G-GOOD!" she screams as she cums. I hold on and try to keep thrusting, she's not making it easy with the death grip she has on my dick.

She relaxes and I slow my thrusting. She's panting as her orgasm still flows through her shuddering body. I then kiss her softly and she moans. Her hands wander down to my sides and she begins stroking my hips. "More... please rut me some more," she begs as her pussy massages my length.

"Alright," I reply and pull out. She moans in displeasure as I sit up and lift her up. I then turn her around so she's facing away from me and I slowly lower her on my lap as my cock slips inside her warm wet flower again. She moans deeply as my tip hits her cervix and she begins grinding on my lap.

I wrap my arms around her chest and begin fondling her breasts. "Y-Yes. It feels so g-gooood. I... Aaahh! I want more!" she says blissfully.

I smile as I grip her hips and lift her up. She gasps and moans as I pull her back down and spear her on my cock. She begins to tremble as I start kissing and nibbling her neck. She leans her head away giving me better access to her soft fur covered neck and shoulder.

Her soft plush ass is slapping against my groin every time I pull her down and I can feel her arousal just dripping off my balls. I look at her face and it's a picture of utter bliss, eyes rolled back and her tongue hanging out. I let go of her hips and after a few seconds, she begins to bounce herself on my lap.

I then return my hands to her breasts and grope them, pinching her nipples and giving them light twists and tugs.

"Ooohh, aaaaah. I feel so gooood. Nnnggh, aaah. Oh buck me. NNNGGH! BUCK ME HARDER! AAAAAAHHH!" she screams as she bounces faster and slams herself down on me.

I can feel my peak approaching and lightly bite her neck causing her to scream as she cums on my lap. "YYEEEEESSS! FILL ME UP! BREED ME!" she yells.

I grunt as her walls clamp down and pull me all the way to her cervix. I wrap my arms around her waist and hold her down to my groin as blast after blast of my semen floods her womb and she shakes violently on me. A constant moan leaving her mouth. I turn her head to me and kiss her deeply. She returns the kiss as our tongues coil around each other.

She then goes limp and leans back against me, panting for breath.

"T-That, ooooh. That was wonderful. I d-didn't think sex w-was this goooood," she says rubbing her stomach, I can feel her rubbing where the head of my dick is. "C-Can you buck me a-again please... I-I want more," she asks.

Good gods, are all women here sex addicts when in heat? "Sure, I got more energy in me," I say and lift her up and lie her on her back on Celestia's desk. I grip her ankles and line myself up with her dripping snatch while she begins to play with her breasts as I thrust into her.

She throws her head back and moans loudly throughout the room. She's panting rapidly as I begin thrusting in and out at a fast rate. She lowers a hand and begins circling her clit with her middle and index fingers.

"Y-You feel so big! Aaaahh. Nnnggh. Fill me again! I waaaahhh, nnnghh, want it!" she begs me, lust clouding her mind.

I feel her ass jiggle with every thrust and her breasts follow along with the impact. She's now biting on her left index finger and moaning up a storm. I lean over her and kiss her as I continue to thrust into her. Her vagina is flexing and massaging me as if this was her last moments alive.

"I-I'm close. Make m-meeee cum! Please make me cum! OoooOOooohhh" she groans and wraps her arms around me again.

After a few more thrusts, she screams and cums again. I keep thrusting and she bites onto my neck as she squirms under me. Her fluids giving me another coating on my crotch.

I lift her up as she still shudders in orgasm. I then pin her to the wall and start thrusting up into her. She clings onto me tightly with her arms and legs as my hands hold her up by each ass cheek. I grope and fondle her backside every time I pull her up.

She hungrily dives her tongue into my mouth as I slap my hips into her over and over again. She then starts to lick the sweat off my neck and chest, what is with pony women and licking my sweat? I'll have to ask Celestia later.

I pull her hard against me and start grinding her pussy on my dick in circular motions. She groans deeply and shudders. "Please d-don't stop. Cum insiiiiide me again! Breed me please!" she begs and grinds back, gods is she turning me on right now.

After a few more minutes of thrusting and grinding I can feel myself getting close to blowing. "Silk, I'm going to cum," I whisper into her ear.

She gasps and I feel her pussy grip me tightly as she screams and cums hard. "YEEES! INSIDE! FILL ME! BREED ME! CLAIM ME!" she shouts and I cum with her, pumping load after load of my cum into her. Her eyes roll back and go unfocused, a constant scream coming out of her.

After a minute of delightful pleasure, we calm down and I sit on one of the couches in the room with Silk still on my lap and my dick buried deep within her.

She's panting and has a smile on her face. "T-Thank you... I feel much better n-now," she tells me. Her eyes then widen in shock. "Oh Celestia! I just forced myself on the King!" she says and tries to get off.

I quickly wrap my arms around her and keep her pressed to my chest. "It's fine, Silk. You couldn't control your urges. I'm fine, and Celestia let you have sex with me. She told me how bad it is for women here when they go into heat. I'm glad I could help relieve you of yours," I tell her.

She calms downs and leans into my chest. "Thank you, your Majesty," she replies.

I smile and stroke her hair. "Please, just call me Adrian," I tell her.

She looks up at me and has a happy smile on her face. "Okay, your Ma... A-Adrian," she says and leans up to my face. I cup her left cheek in my left hand and kiss her gently.

She returns her head to my chest and just lays there. After a few minutes I can hear light snoring coming from her. I smile wider and lie back on the couch as the peace and quiet along with the physical exertion was enough to lull me to sleep as well.

---

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I'm awoken by the sounds of giggling and open my eyes. The first thing I see is Silk still asleep on my chest. I look to the right and see Celestia, Luna, and Shella all giggling at me.

"We take it thou gave her a good time?" Luna asks.

I look back at Silk and she still has that happy smile on her face. "I would think so, judging by the smile on her face," I reply.

"Hmmm, Adrian," Silk mumbles and holds me tighter. I hope she's just dreaming and that didn't mean anything.

"We shall take her and help her get cleaned up," Celestia says and levitates Silk off me. I grunt as my dick is still inside her as it slips out. Celestia and the others blush as Silk quietly moans as well.

I then rub my eyes and look around the room. The floor, desk and wall have stains and puddles on them... Whoops.

"Sorry about the mess," I say as I stand up and stretch. I notice Shella staring at my dick and lick her lips. "I'll just go and clean myself up. I'll meet you back in our room," I say and get dressed in my clothes. Once clothed, I head out the door and to my room where I wash myself in the shower and put on clean clothes.

Next Chapter: Chapter 47: Orc Attack Part 1 Estimated time remaining: 11 Hours, 28 Minutes