Everyone was silent as they stared at Chrysalis, surprise easily shown on all of their faces. Mostly it was Silver and Drak who seemed surprised, Blake and Marcus were just...shocked with how quickly she seemed to have suggested such a thing. As the silence went on, the Changeling Queen just looked at the three around her, before giving a raised eyebrow. "What, I think it's a good idea."

"Yea, cause you're a changeling. Why would you say anything else?" Silver stated, staring at her rather viscously. "And if you even think about touching Drak, I will..." She started to say before being interrupted.

"Relax dear, I didn't mean I was going to buck Drak. If he really means so much to you, then you can have him." The queen stated, causing the mare to fall silent, blushing rather heavily.

"I...w-what?" She said, blinking as she tried to look anywhere but at the taller female.

"Oh, please. Don't tell me that, even after all this time, you're still going to pretend that you don't want to have him, to mate with him, to...oh, what's the word...fuck his brains out?" She states, smirking. Both human and mare were still blushing rather heavily as either of them tried to think of something to say, only to be beaten to it by Blake.

"Chrysalis, must you tease them like that? It's obvious that they don't really want to do...that." He says, trying to save his friend from embarrassment...again.

The changeling just laughs at this, waving her hand at the thought of not wanting to do such a thing. "Really, and you can tell? I'm a changeling, remember? I can feel what they are feeling, and when it involves love and lust...oh believe me, I know they want it." She says, turning to face them with a small lick of her lips and a wink.

"Still, that doesn't give you the right to just make them do it." He states, hands on his hips as he stares her down. Chrysalis looks the human with a small glare for a few moments before, with a sigh, shrugs.

"Fair enough, if they don't want to, then they can just watch us fuck."

This time it was Blake's turn to falter. "Um...what?"

"Well, I did say this was going to be an orgy, didn't I." She said, smirking as she walked slowly closer to the human before placing a hand on his shoulder and gently pulling him in, giving him a good view of her pleasure valley. "And what's the point of an orgy if there are only two parties getting involved?"

"I..w-well...it makes sense, but...I mean..." For the first time since they got here, Blake was running out of things to say. Needing backup, he turns to face Marcus. "Marcus, bro...little help please."

To his surprise, the tan human was silent as he seemed to be actually thinking it over, before, with a shrug, walked on over to them. "Actually...I agree with her."

Blake nearly sputtered upon hearing this, fully turning to face him. "Wait, what?! Why?"

Giving a shrug, he looks back at Drak and Silver before back at his friend. "Well, like Drak said earlier, we are on vacation, and I was kind of hoping to find someone for some fun...though it was supposed to be at a bar..and without Drak." He then realized that said human was still here, giving a sheepish blush as he turned to face him. "No offense man."

The smaller human blushed but nodded in understanding. He would never have thought to come over and try to pick up girls at a bar...nor was that really his thing anyways. "None taken...I think..."

"Anyways, sure this is...unexpected, but Drak has Silver now, and I'm sure that we can find another spot for our fun if they don't feel like moving." Continued Marcus, looking at the pink mare for confirmation. To his surprise, she hesitated before giving a small nod, making him think it a bit strange, but besides that, he didn't think about it too much.

"Or they could watch and join in later." Chrysalis said softly, but was quickly shushed by Blake, who then went silent to think it over. What Marcus said was true. With Silver here, they didn't have to worry too much about Drak, especially with the whole admitting feelings that they just went through, he doubt they were going to be apart for much of this vacation, let alone for the rest of the day. And with Silver looking out for Drak (though he would never say that exact thing to him) they could have some fun of there own...in this case, double teaming a Changeling Queen.

After a couple of minutes of silence, he sighs as he turns to look at Chrysalis, who was smiling at them both, giving him a seductive wink and jiggle of her chest. Blinking himself, he turns his gaze away from the teasing mare and looks at the other two by the beach chair, who were watching the entire thing going down. "Um...will you two be ok if we go and...well, do what these two want to do?"

To their surprise, it was Drak who replied, giving a smile, an actual smile, if a bit small, as he nodded. "Of course. I did say it is a vacation, and to be honest, I kind of figured you two would go to try something like this, just...well, not so soon."

Nodding to himself, Blake turned to face both Chrysalis and Marcus, smiling at them both. "Well...guess if he's ok, then so are we."

The changeling gave a nod and a giggle of delight from this. "Oh, this is going to be so much fun." She then leaned in and gave them both a warm hug at once before leaning in and whispering hotly into both of their ears. "And trust me when I say that I'm not even close to being done with you two."

This caused both humans to give a small swallow, even though they weren't really scared of her, something about her caused their hearts to just skip a beat. Before they could even react, however, she was already down on her knees, hands on their swim shorts, and without missing a beat, pulls them down, both cocks bouncing into view right in front of her.

Smirking, she reaches up and grabs them both around the base, giving soft squeezes as she watches their expressions. "Mmm...so much shaft and so much time...I'm really going to enjoy this." She said, leaning in and licking both of their heads, causing them to shiver.

As this was going on, Drak and Silver were just out to the side, the human still sitting on the chair as the mare stood next to him. "Well...so much for finding another spot." He says, though he does give a light chuckle. Even with all that has happened, he can't fault them for not moving. This was a good spot, and he finally told Silver what he felt...and she felt just the same with him. All in all, he was a very happy guy, and they could fuck for as long as they wished with him there, it wouldn't matter to him, as long as he could talk with Silver Bell. Speaking of which, he turns to look at her. "So...Since they aren't going to be moving, perhaps we could get something to eat? I'm pretty sure they have some snacks at one of...the stalls...there...um, Silver?"

As he was talking, he realized that the pink mare was staring at the other three, lightly bitting her lower lip. Upon realizing Drak was talking to her, she quickly turned around and blushed lightly. "Oh, sorry Drak, you were saying?"

The human blinked a couple of times before shrugging as he continued. "I was saying we could get a snack, maybe even walk down the beach, talk about things, though you would have to be doing most of the...talking...Silver, are you ok?" He asked finally, seeing as she was still distracted with what was going on.

The mare blinked again as she looked over at him, shyly smiling as she realized how hot it was suddenly getting. "I...w-well...I was just thinking..." She started saying, wanting to figure out how to say it without scaring him off.

"Go on..."

Silver fell silent as she once again glanced at the other three to see what they were doing. Chrysalis was at the moment busy with her mouth wrapped around Marcus's length, bobbing fiercely as she looked up at him, her hands kept wrapped around both of their bases. Her hand that was on Blake's was squeezing rather tightly as it slide up and down, almost mimicking what she was doing with her mouth, both humans panting deeply as they just watched. After a few moments, she switched, sucking off Blake as she jerked off Marcus, the lighter human gasping as he once again grasped her head with a hand, helping her with the head bobbing.

"Oh fuck, how do you....how are you...just how..." Blake panted, his mind getting wrapped around the heated lust enveloping him.

"She...she said she is the Changeling Queen...but I...I didn't think that...also meant...Queen of...slu-" Marcus started to say, only to be interrupted with a much, much tighter squeeze from the queen and a quick glare, causing him to quickly gasp in pain. "Ok, ok, not queen of sluts, sorry I'll shut up now." He quickly apologized. After a few tense moments, Chrysalis nodded as she lightened her grip a bit again, letting him go back to enjoying the hand job, humming along Blake's length. After a few more suckles, she pops off of it and stares up at Marcus for a moment before chuckling.

"Actually...calling me a slut is rather...accurate." She stated, before glaring back at the tan student. "Don't even think to tell any pony that I said that." Before she could get a reply, the changeling was already bobbing along Marcus's shaft again, deep throating him, eyes closed as she focused on sucking as strong as she could.

Marcus gasped as he nodded in response, grabbing her with both hands as he thrusts down her gullet. "N-noted..." He gasps out, making a mental note to be careful with what he says in the future around her.

Meanwhile, as Silver watches this, Drak couldn't help but to watch it as well, even giving a light chuckle upon hearing what happened. He seemed to be getting a lot more comfortable with this thankfully, otherwise he wouldn't even be able to move. However, seeing that Silver was still distracted, he gently grabs her chin and turns her to face him. "Silver...you know I care, yes?" She hesitates for a moment before giving a nod. "Then you know that it doesn't matter what we do as long as I'm with you. Now...tell me...what do you want. A snack, a walk, just to talk...what do you want to do?" He finally said, wanting to see what she wants.

She was silent for a moment, giving one last glance at the threesome going on next to them before, with a small sigh, she slowly grabs his hand holding her chin and, carefully, pulls it down...all the way to her groin. Before he realizes what was happening, he feels her place it right between her legs, and the first thing he feels is her shorts...and just how damp they really are.

"I don't want to talk or have a snack Drak...I...I want you." She whispered, eyes watering slightly from how nervous she was.

Drak simply remained silent, stunned with what she just said and with what she just did, a bit unsure of himself as he just sat there, staring at her with a stunned expression. After what felt like forever, he finally finds his voice as he speaks. "I...a-are you...I mean...I don't...I don't know what to sa-" He started, before being silenced by Silver's finger.

"Just say nothing...and follow my lead." She whispered, before leaning in and kissing him right on the lips. This time, Drak didn't hesitate, didn't even falter. As soon as she spoke, he knew that she would help him, and feeling her lips on his own, all of his worries seemed to just fade away, and closing his eyes, he moans lightly, kissing her back.

At first, it was just a simple kiss, something to just ease the tension and to start things small. Of course, nothing stays small forever, as the human slowly starts to get a bit bolder with his kissing, opening his mouth and licking her lips. Silver quickly replies, letting him have entrance as she opens her mouth back, deepening the kiss as he moans lightly. Seeing how relaxed he was, Silver slowly pushes her head closer, pressing her lips a bit more against his own, really getting into the kiss.

As Drak slowly slides his tongue into her mouth, Silver quickly pushes back, taking the initiative this time around, sliding her tongue along his own and right into his mouth. It was easier for her to take control, with how much broader her oral muscle was compared to Drak's, but he didn't seem to mind, and in fact enjoyed it a bit. As they kissed, the human remembered where his hand was and, gaining a rather naughty idea, he plays his own card by pressing his fingers firmly against her loins.

This causes Silver to give a rather cute squeak of delight, pushing her rump a bit down against his fingers, and seeing that she was allowing it, he continues on, rubbing and pressing his fingers through her shorts, feeling just how wet she really was. At first some part of him thought that it was just water from the beach, but the longer he went on, the less he thought that was the case. There was no doubt about it...she really was in need, and not just for anyone...but for him. That thought alone made him just as aroused, his own member starting to tent his swimming trunks as he groans into the kiss lovingly.

After going at it for a solid minute, they finally break apart the kiss, gasping for air as they looked at each other, deep blushes on their faces. Silver opened her mouth to say something, but her words quickly die down as she gasps, feeling Drak's roaming fingers dig a bit deeper against her groin. "Oh...D-Drak..."

"You really wanted this, huh?" The human asked, smiling lightly as he continued with his finger ministrations.

"B-buck...buck yes. I...I want it so...so badly..." She said, not even fully aware of what she was saying at this point. Drak blushed as he realized that, despite everything, Chrysalis was right. Silver really did want him...and he would be lying if he said that he didn't want her as well.

"I'll be honest...I...I'm not really sure how to move on to...w-well..." He said, his blush never leaving his cheeks. He did know what to do, truth be told, but that was cause of only from what he learned from the internet and second hand accounts, such as his friends. At this point, Silver seemed to be slowly regaining control of herself as she smiled lightly, though her eyes were still clouded by lust.

"Well first...we need to take these things off." She stated as soon as she caught her breath. Reaching forward, she grabbed his shirt and quickly pulled it off of his head, causing him to stop rubbing her for the time being. Once his shirt was tossed to the side, he watches as Silver reaches down and grabs the hem of her own shirt, pulling it up and letting her full breasts bounce into view behind her swimming top. Despite this, he could swear that he sees her nipples poking through them.

Smiling seductively, the mare slowly traces her finger down his chest and onto his stomach, feeling the light toned muscles underneath it. "Mmm...not quite like an Earth pony, but we can work on it later..." She said. Upon realizing what she said, the mare shyly stutters out. "Not that I mean it's bad, I just-"

This time, it was Drak who covered her mouth with a finger as he smiled at her. "Relax, it's fine...I know what you mean."

Silver Bell smiled at this, her nervousness vanishing as she continues tracing down his stomach, soon reaching her goal: his trunks. Giving him a wink, he slides her fingers down and like with Chrysalis before, grasps at his member.

This time, Drak doesn't react so violently, only gasping as he feels the mare's fingers...his mare's fingers...wrap around him, panting as she slowly starts stroking him under his swimming shorts. Panting, he just looks down at her with a shiver, as she looks back up at him with a sweet, if slightly seductive smile, almost like she had no idea what she was doing...but they both knew that wasn't the case.

"Wow..y-your hands are...s-soft..." Drak stuttered out, blushing at such a silly remark. Thankfully, Silver seemed to just take it in stride, giggling lightly.

"Well, having fur does help with the soft part." She says, giggling some more before reaching down with her other hand. Once she had a firm grasp of his shorts, she slowly gives it a small tug. "Now...how about I see what I'm dealing with, ok?"

Now Drak finally hesitated as he gave a small swallow. "Um...I-I g-guess..."

"Now Drak, from what I can feel, I'm sure what you have is more than adequate for me and judging by the size...I'd say it's at least...oh, six inches?" She said, smirking at the last part.

"Um...g-good guess?" Drak said, blushing as she guessed rather accurately. Silver just once again giggled as she gave a more firm tug, this time pulling his shorts down all the way, revealing said six inch cock.

The mare slowly licks her lips as she gets off of him, kneeling right in front of the sitting student. "And, while it may not seem like it, six inches is just fine with me." She whispers, gently nuzzling his member, looking up at him with big, indigo eyes. "Just the right amount of size, length and girth for me to enjoy...and I promise, I will enjoy it Drak." She finishes, before giving a long, slow lick of his shaft, starting from the base and reaching all the way to the tip, giving it a small flick at the end.

The human gasps as he feels her broad, wet tongue slide up his cock, causing him to release a bit of pre right away, the mare quick to pick it up with a couple laps against his head. Humming to herself, she smiles as she lightly suckles his tip, eyes always on his own. "Mmm...and just the right taste as well..." She murmurs, eyes hazy and partially lidded with lust.

As she continues on teasing his shaft with small licks and suckles, Drak desperately tries to not blow his load so soon...though he was really having trouble with holding back. The longer Silver went, the closer he got to releasing his first orgasm, and he really didn't want to end it so soon. Desperate to try and keep himself in check, he looks over to see how his friends were doing, but that just seemed to only increase his own lust, for they were deep in there own session as well.

Chrysalis was now fully focused on sucking off Marcus, the changeling on her back as the human stood over her, his hands on her head roughly yet carefully thrusting away as he shoves his cock into her gullet with each push of his hips. The black mare, however, didn't seem to mind, and in fact encouraged him with the occasional pull of her hands on his hips, eyes closed shut but wings buzzing with excitement. Every so often, Marcus would pull her off, causing Chrysalis to give a small gasp as she caught her breath...only to quickly dive back down, swallowing his cock with the same amount of eagerness as before.

Blake, meanwhile, had stepped away from the main action and moved to something else to keep himself busy...namely, the mare's wet marehood. Having pulled down her lower half and tossed it aside, he was now face first in her wet snatch, lapping and licking along her lower lips, causing her to moan out around the shaft in her mouth, hooves stretched high in the air, legs wrapped around his upper back to prevent him from moving away from her, not that he would though.

After one moment where Marcus pulled Chrysalis off, the changeling gasped with the need for air and moaned it out in a deep heated sound of lust, looking down as the lighter human went to town on her pussy. "B-buck...that mouth of yours...is so...s-so..." She tried to say, only to groan out as another shock of pleasure ran through her body.

The human paused his ministrations as he looked up at her, panting from the effort of eating her out. "Amazing?" He offered, smirking, his hands gripping on her outer thighs, just to make sure she didn't choke him out.

"Amazing doesn't even cover it." She responds, having caught most of her breath, she starts lapping at Marcus's cock before giving it another deep bob, then pulling off it again. "I may need to keep you two for myself after this." She teases, and before either human could ask for some clarification, she dives back down on the tan human's member, swallow and sucking his cock as it speared her throat.

Blake simply rolled his eyes before taking a deep breath, then diving back in as well, this time thrusting his tongue into her wet love tunnel, making it act as a piston as he brushes his upper lip against her clit, causing her wings to flutter and buzz in delight against the towel below her.

As Drak watched on with much interest, his own lust from what Silver was doing was slowly growing stronger, despite his best intentions of trying to keep it down. He was so distracted by them, that he almost didn't notice when she stopped using her tongue and mouth, causing him to blink as he looked over at the mare. As he was about to ask if something was wrong, however, he instead just stares wide eyed, as he watches her grasp her breasts with her hands, giving them a small squeeze as she moans lightly.

"You know...I remember whenever we talked, I would see you glance at these every so often...though you didn't do a good job being subtle about it..." She says, smirking seductively as she leans in a bit more, rubbing them against his shaft.

The human shivers as he feels those soft mounds rub against him, his heartbeat picking up a bit. "I...I'm sorry I...d-didn't mean to...t-to..." He tried to say, only to be shushed once again by the pink mare.

"I know Drak...I know." She smiles, before slowly lifting her chest up above his cock...then sliding it through her cleavage, her top still on as it holds her tits in place, allowing her to move her hands along his legs and up his sides. "Now, however, I want you to do more than look." She says, before she starts to slowly move herself up and down, making her tits bounce in place on top of his lap.

Drak could only shudder at the feeling of those two pillows pressing against his cock, causing it to leak pre onto her fur, his fingers clenching into fists as he tried to fight the impending orgasm that was rather quickly building up in his loins. "F-fuck...Silver..." He says, gasping for air as he automatically thrusts up against her bounces.

The mare simply giggles as he looks on with an innocent look that still made her so seductive, his heart rate jumping into his throat. After a few more bounces, she slowly slides her hands further up his sides onto his arms, grabbing them by his wrist as he pulls them towards her. The human, however, was starting to finally get the idea of things, and replies in kind, pushing his hands forward and placing them on her rack, squeezing them and causing her to gasp in slight surprise.

"S-seems somepony is a fast learner." She smiles, leaning her head down to spit at her cleavage a bit, lubing his cock up even more so it slides effortlessly up and down her pleasure valley. Drak simply gives a small nod before completely focusing on the tit fucking, bouncing her breasts along his shaft at a rather rapid pace, the head of his cock throbbing from the attention that it was receiving.

He wasn't sure just how much longer he was going to last, but he did his damn best to keep himself from exploding, thinking of something else other than what was going on. To try and not think of the amazing sensation that Silver, of all ponies, was giving him. Not to think of her soft breasts, that most certainly felt like the softest pillows, or the fact that she was giving a look that would make a succubus blush, or...or...

And just like that, with a gasp, he feels himself clench, pushing her tits as hard as he can along his shaft as spurts of his seed shoot out, splashing against her muzzle and chest, giving her a decent coating of seed along her fur. Silver blinked in surprise as she felt him orgasm, but quickly smiled as she just allowed him to ride his climax to the end, waiting until he was finally sated.

As the shy human slowly felt his afterglow sink in, he sighs as he leans back against his chair, a small smile on his face as he just thinks over what just happened...only to realize that he came without giving Silver her own release. Blushing, he tries to sit up quickly to look at her, which is rather difficult after one just achieved orgasm for the first time with the help of a partner. "Shit, I...I'm sorry Silver, I...I didn't mean..I tried to...i-it felt so good I just..." He tried to explain, only to be shushed by the pink earth pony.

"Shh, it's fine Drak. I enjoyed making you feel so good." She said, smiling as she slowly pulled herself off of him for the time being. "And the fact that you actually cussed means that I must have done a good job." She added, causing the human to blush even more. He swore that his cheeks were going to be permanently red by the end of this. "Besides, I knew you weren't going to last long on your first try."

"Um...w-what?" He asked, a bit confused.

"Well, first timers normally have trouble lasting long, so a good way to last longer is to get the first orgasm out, which makes the second round much easier to last." She smiles, her hand slowly rubbing his semi hard shaft, doing her best to keep him aroused.

"W-wait...second round?" He asked, feeling rather confused, and a bit worried.

Silver just nods, smiling as she slowly gets up, hand on his cock as she gives it a few more squeezes before releasing him. "Of course, I said I wanted you, and I want our first time to last, so..." She gives him a wink before slowly walking towards the rock near where the other three were still going at it, grabbing a towel in the process.

As Drak watched, he couldn't help but stare as the pink mare slowly swayed her hips, adding a bit more emphasize to them with each step she took, the mare herself looking behind her as she shook her rump. "Like what you see?" She said, causing the human to nod. "Then you are really going to love this."

With a smirk, Silver Bell slowly places her hands on her hips, thumbs hooking under her shorts before pulling them down, bending over as she does so, giving Drak a rather nice view of what it hid underneath. What he saw was...well, gave his heart a whole new reason to start beating faster. As her shorts went down, her nice, round rear came into full view, her lower part of her swim wear sticking between her cheeks, leaving nothing to the imagination. However, even that didn't matter, for just as soon as her shorts were off, so too where her lower swim wear, giving him a clear view of her wet marehood.

Drak simply sat there, mouth agape as he stared, his cock quickly getting hard once again as his heart thumped in his chest. As Silver looked back with a seductive smirk, he realized that she was waiting on him, causing him to quickly get up and walk on over, nearly tripping on his own swimming trunks that were still around his ankles. Silver giggled lightly upon seeing such eagerness, but it only fueled her fire even more as he approached, finding it to be rather adorable in her eyes.

Once behind her, he slowly reaches forward and, after hesitating for a moment, he grasps at her rump, giving it a small squeeze. This in turn causes Silver to moan lightly, pushing her rear back into the feely hands. "So, I take it that you DO like what you see." She teases lightly, keeping herself pushed against him as she fixes the towel on the rock below them.

The human nods, mouth a bit dry as he just squeezes and fondles her full flanks, licking his own lips to try and wet his mouth. "It's...it's w-wow...it's just..."

"I know Drak...and it's all yours." She says softly, slowly moving down until she was on her hands and knees on the towel, rump sticking up in the air and in his hands.

Drak's eyes stayed focus on her rump, slowly kneeling down to follow her as he kept on kneading and pressing against her ass. Slowly, he starts to move himself closer, shuffling his legs until his cock was right behind her. Curious as to how her rear felt, he took a deep breath before moving himself onto her, his cock between her cheeks as he shudders. "It's...still so damn soft..." He whispers, making the mare giggle some more.

"Like I said, one of the benefits to having fur." She smiles, already starting to push and slowly rub her flanks against him, the human moaning as he slowly presses harder, starting to get into the motions...

"FUCK YES! HARDER, BUCK ME HARDER!" Both mare and human quickly turned to the sounds of said shouting, and saw that Marcus, Blake and Chrysalis had switched positions once again, there new spots making it easier to see just how much they were getting into it.

Chrysalis was on her hands and knees as well, but she was kneeling over Blake, who had his hands on her tits, gripping them hard as she rode him, bouncing her ass up and down with each thrust that he made into her. Occasionally she would gasp as she felt her nipples getting teased, but that wasn't the main reason she was screaming. Behind her, Marcus was pounding away, his own hands on her ass, gripping it tightly as he practically ravaged her changeling ass, both humans filling her holes as they each took turns filling on up, before the other one was filled, fucking her in sync with each other.

"F-fuck, someone...really likes it rough..." Stated Blake, gritting his teeth, his eyes clenched shut as he focused on pleasing the mare on top of him.

"Less talking...m-more fucking." Stated Marcus, his eyes nearly going crossed eyed from how tight her rear was being to him.

"A-and you're one to-" Blake started to say, only to be silenced by Chrysalis lunging forward and pulling him into a deep kiss, moaning as she rode against both of them.

Drak and Silver simply watched with increased interest, seeing just how...fierce they were getting into it, causing both of them to blush heavily again. As they watched, Silver couldn't help but notice that the shy human behind her was still gently grinding himself against her ass the entire time. Realizing that he was just as eager to begin as she was, she presses against him harder, causing him to snap out of his staring and look at the mare before him. "Well...looks like we have some catching up to do." She says, winking at him.

Drak nods in agreement, but pauses as he starts to push against her hole, causing Silver to look back again. "Drak, it's ok. Just put the head against-" she started to explain, before this time, she was the one silenced by the human.

"A-actually Silver...can you get on your back please?" He asked, smiling sheepishly as he did so. The pink earth pony smiled, nodding before she did just that, turning around and laying on the towel, her legs now spread and her arms resting above her head, her look still as seductive as when they started this.

"Oh, and why is that? You want to see the reactions that I make as you buck my brains out?" She teased.

To her surprise, the human actually chuckles at this, leaning down until they were face to face, her breasts pressing against his chest, and his cock just pressing against her wet entrance. "Actually...I want to look you in the eyes when I...when I have my first time..." He says rather sheepishly.

This time, it was Silver who blushes, her ears folded to her head in surprise as she stares up at him. "Oh..w-wow that...I..." She tries to speak, but fails, finding that the tables have turned for once. Taking a deep breath, she smiles as she leans up, lightly kissing his lips. "That is the sweetest thing any pony...or anyone has said to me." She said, causing the human to smile. As he heard this, all of his worry faded away completely, leaving him with nothing but a want...a want for her.

With a nod from the mare, he looks down and makes sure he is positioned just right, his head still brushing against her lower lips. With a small push, he starts to press himself against her, causing the mare to shiver as she wraps her arms around his back, smiling lovingly up at him. Drak is so focused on his actions of entering Silver, that he barely even notices her arms around her, and almost misses when he actually does enter her, sliding in with a small pop, causing both pony and human to gasp and moan their delight, Drak's shaft throbbing as he slowly pushes in, the mare's walls relaxing to allow him to enter.

The human quickly looks up at her, watching her expression as he enters inch by inch, Silver bitting her lower lip from the feeling of finally having Drak inside of her. After a few stretched out moments, he was all the way in, his hips resting against her groin, both of them panting as they took in the feeling of being connected together in one of the most basic ways one could be.

As they kept themselves stilled, both panting, Drak is the first one to finally speak. "W-wow. I...it feels so...so..."

"Tight? Soft? Wet?" Offered Silver, giggling lightly even as she caught her breath. Drak simply shook his head as he kisses her lips back, eyes staring into her own.

"it feels so...right." He whispers, causing Silver to blush and even tear up slightly. It was at this point that she felt words were not needed anymore, only actions. Bringing a hand behind his head, she pushes him down and kisses him just as deep as their first kiss, already opening her lips and sliding his tongue into his mouth. Drak was quick to respond, having gotten a similar feeling of needing less words and more actions, and with them deep in lip lock, he starts to finally move.

It was slow at first, as the human just got used to sliding in and out of her, pulling halfway before pushing back in, groaning into her lips as he felt her clench every time he tried to pull out, almost as if she was trying to keep her in. It was a slow back and forth for a while, Drak getting used to how tight she indeed was, and Silver just panting and kissing away, allowing him to adjust to his first time. Very soon, however, the human began to get a bit more bold, increasing his speed as he rocked his hips against her own, eyes clenched shut with the pleasure that was slowly building up.

Meanwhile, the other three were busy taking a small break, the Changeling Queen on her own back as she lapped at Blake's member, eyes partially closed in lust as she panted, legs spread and wrapped around Marcus's waist, who was now thrusting away at her wet pussy.

"Are you...sure...t-that I can..." The tan human tried to ask, only to be silenced by Chrysalis.

"For the last time, my magic will keep things clean, now keep fucking me and don't talk unless it's something dirty." She said, giving him a playful glare before focusing back on Blake's cock, reaching up and grabbing the head into her mouth, suckling it a bit before pushing forward, deep throating it once again. Marcus simply shrugged as he did what she said, hands on her thighs to keep her nice and spread as he thrusted away.

"Just...so eager to...please, aren't you Chrysy?" Said Blake, using the pet name that he made up a few minutes ago. He slowly places a hand on her neck, feeling his cock go down her gullet with each bob that she made. "You just love taking us one after another huh? Wonder how much more you can really take?" He wonders, smirking lightly as he pushes on in.

The changeling only gives a small wink before her horn lights up, and before either human could question what she was up to, they both gave sudden gasps as they felt their balls being fondled by an invisible force, like a hundred small, soft hands were touching and caressing them, slowly trying to coax out their loads with each thrust.

Both humans looked down at her with a surprised look, seeing the sneaky glint in her eyes as they smirk back, thrusting even harder. "Well, it seems like she wants to see just how long we can last." Blake said, his hands going to her shoulders, his thumbs grazing over the tops of her tits as he thrusts deeper, getting her to even gag a bit every so often.

"Then we should be nice and give her what she wants." Marcus agreed, leaning forward a bit and grasping her hips, pulling them towards him with each thrust, his cock pounding away deep into her wet tunnel. With both humans really going at it, the black mare was really going to get the filling that she was looking for.

Drak was still thrusting away at Silver, his thrusts not wavering and in fact getting faster as he breaths heavily through his nose, arms around her back as he holds her close, feeling himself get ever so close to his release. To both of their surprise, it was Silver who broke from the kiss first, gasping for air as she looks up at him with a small whimper. "D-Drak, I...I'm so...s-so c-close." She says softly, eyes wide with need.

The human gave a curt nod as well. "I...I'm too Silver...I don't know...how much longer..." He started to say, mind clouded with lust.

"Don't hold back, just let it go. Cum for me Drak...CUM FOR ME!" She squeals, her entire body suddenly clenching as she reaches her limit, squeezing around the human's shaft, her juices spraying all over their lower legs as she reaches her orgasm, eyes squeezed shut and hands digging into Drak's back.

Drak felt her climax, felt her wetness leak all over his groin and cock as he really started to pound away, his mind and body going into overdrive with how tight she suddenly became. "Fuck I..." he said, but then just groaned as he finally slams as deep as he can inside of her, his cock giving a twitch before unloading his seed right inside, giving her heavy shots off with each few seconds.

Soon, both human and pony start to slowly relax, even as their bodies stayed still, each one close as they held themselves to each other, muscles clenching and bodies aching lightly. Soon, they felt the afterglow of their orgasms reach them, causing both to sigh as they collapsed in place, the human nearly falling on top of her in the process.

As they laid there catching their breath, the workout that Chrysalis was giving both Marcus and Blake was taking it's toil, making both humans pant deeply as they thrusted away, their fingers nearly digging into her chitin, their hips going into overdrive. The magic Chrysalis was using on their balls made sure to keep both of them in a high state of lust without reaching orgasm. Even so, all things had a limit, and both students were starting to reach theirs.

"Fuck, I...I don't think I can take anymore of this." Stated Blake, teeth clenched as he focused on not shooting his load just yet.

"Same here...g-gonna loss it soon." Marcus agreed, his heart pounding away in his chest.

Chrysalis said nothing, not that she could with a mouth full of cock, and just hummed away, squeezing on both shafts in her before, using her magic, he gave them just a small little push. Unable to hold themselves back, the two humans gasped as they arched their backs, unloading their seed into both her throat and her pussy, giving her the nice stuffing that she was looking for. This in turn caused the changeling to groan around the cock, her tight tunnel squeezing hard as her own juices were let out, covering Marcus's waist a bit in her own essence.

As they both road out their climaxes, It was Blake who was the first to come down from his orgasmic high, followed quickly by Marcus, and then Chrysalis, each one panting as they looked at each other with tired but content looks. Marcus was the first to move as he slowly pulled out of her, causing some of his seed to spill out before her natural tightness held it in.

"Fuck...that was intense." He said, sitting back as he took deep breaths, his cock finally sagging as he felt sated from the session.

Blake gave a slow nod as he too started to pull out, only to be held close for a moment as Chrysalis gave a few more suckles to clean him up, then releasing him with a gasp of air. "I have to agree, that was...wow. Just wow." He replied, scooting around so that he was sitting next to her now.

Sitting up, the changeling wiped her mouth a bit before smiling lightly. "And it was such a lovely snack as well. Thank you dearies." She said, patting her belly for emphasize.

"Chrysalis...don't do that." Marcus sighed, shaking his head.

"Well it was. At any rate, thank you for such a fun time." She added, leaning back as she laid down on the towel, eyes closed for the time being. "And if I have to hazard a guess, I'm thinking your other friend is going to thank you guys as well."

Both humans looked at her with a slightly confused look. "What do you..." Started Marcus, only for Blake to tap his shoulder and motion him to look next to them.

Looking over, Marcus could see Drak, rather tiredly but with a satisfied look, lightly napping on top of Silver, who seemed to be just as happy as well, holding the shy student close as she too smiled, her chest lightly rising and lowering him as she was also sound asleep. The tan human was quiet for a few moments before giving a small chuckle and a nod in agreement. "Well, he can thank us another time. It seems that his first time was rather...tiring."

"I have a feeling that he is going to remember it for a long time to come though." The queen stated, smiling to herself. Both humans nodded in agreement as they stood up and stretched, not bothering to put their swimming trunks on. They did just have an orgy after all, and in such a private area of the beach, there wasn't really a point to get dressed.

"Well...now that your orgy is done, how about joining us for a swim?" Marcus offered, extending his hand to the Changeling Queen.

Chrysalis opened her eyes as she stared up at him, eyebrow raised before letting out a small chuckle as she got up from her towel. "Well...I don't suppose some swimming won't go amiss." She said as she started to head over to the water, hips swaying with some added show, as she knew they would be watching. "Just behave yourselves boys, ok?"

Both humans blinked before looking at each other, and with a few chuckles, they quickly got up and ran after her, all three splashing into the water as they sun slowly started setting in the Equestrian sky, one thought in their mind.

This was going to be a very interesting vacation indeed.