“Easy now!” Thomas warned from his spot atop Surprise’s shoulders as she stumbled through the castle halls. His attempt to sound authoritative faltered as the mare’s contagious laughter just wouldn’t let up, making it impossible for him to not smile. “N-not so fast,” he chortled.

“D-don’t drop him,” Moonlight said through gasps of laughter as she followed closely behind the white mare, arms outstretched and magic on standby. “He’s, *hic* fragile.”

“Not fragile!” Thomas countered with a grin. “Though I am the only one here who can pass for sober.”

“H-hesh wight,” Surprise slurred.

“So are you, but that’s beside the point,” Thomas deadpanned, only for another burst of laughter to follow from all three.

“N-n-no,” Surprise managed. “W-we needsh ta… we’re dwunk!”

“Couldn’t have said it better myself,” Thomas agreed.

“We needsh ta… ta… give *hic* him ow keesh.”

“Keys for what?” Moonlight giggled. “You own a chariot?”

When Surprise’s only response was a series of unintelligible slurs, Moonlight levitated Thomas from his perch and conscripted him into helping her carry the mare back to her room.

“Seriously! How much did she drink?” Thomas asked flatly, though he continued to smile.

“I didn’t think that much,” Moonlight chuckled.

“Somepony had fun,” a guard hooted.

“No kidding!” Moonlight said back as she adjusted the mare on her back.

“You doing alright?” Thomas asked.

“We have seen her fly, right?” Moonlight wheezed. “I’m certain of it.”

“Um, yeah?”

“So why in Faust’s name does this pegasus weigh as much as a damned earth pony!?”

“Woopsh!” Surprise said whimsically. “Fergotch.” And her wings started to flap, not enough to lift off the ground, but enough that much of her weight vanished off her lifters. “Better?”

Thomas smiled as he shook his head. “Yeah. You’re a good girl.”

“Yaaaaaay!” Surprise cheered softly as she was carried along.

“Ya know, this is a lot like a scene from Up,” Thomas spoke.

“Haven’t seen that one,” Moonlight replied.

“Haven’t sheen up in yearsh,” Surprise slurred with an odd bit of pride.

“Well, there’s this scene where these guys have to get a house to the other side of a cliff side. It’s supported on balloons, but they can’t get up inside to steer, so they just tie it to themselves with ropes and carry it.”

“Hear that, Surprise?” Moonlight asked, jostling the mare to make sure she was paying attention. “Thomas just compared you to a blimp.”

“House!”

“Whatever.”

“Nuh uh.” Surprise shook her head with drunken conviction. “He definitely shaid housh!”

“There, see,” Thomas pointed out. “I said housh.”

Eventually they made it back to Surprise’s room. After frisking the mare for her key, only to find it wedged between her breasts, they pushed the door open and practically threw her onto the bed. Her wings popped out, allowing her to gently float back down until she came to a gentle landing. Snoring followed and Surprise’s dates burst out laughing once more.

“Her teats!?” Moonlight exclaimed in disbelief. “How could anything stay secure in there?”

“She found a way,” Thomas said stoically, only for his face to crack a few seconds later as he watched Moonlight swagger over to the passed out mare. “Uh, hey. What’re you doing?”

“Undressing her,” Moonlight explained casually as her magic and hands worked in tandem to slip the mare’s dress off.

Thomas felt his pulse surge as he tried not to imagine what he hoped Moonlight wasn’t planning. “W-why?”

“So she doesn’t damage it while she sleeps,” Moonlight answered as though it should have been obvious, furrowing her brow at Thomas’ relieved sigh. “Why? What did you think I was doing?”

“I, er, that is, um,” Thomas stammered emphatically. “Uh, need help?”

Even over Surprise’s snores, a cricket was somehow heard.

“Sure,” Moonlight agreed skeptically. “You get her horseshoes.”

Thomas nodded and lunged for his task. It was a simple matter to unlatch the metal crescents from her relatively soft hoof. As such, it was hard for the human not to look up. Surprise wasn’t wearing any panties. Additionally, Moonlight had managed to lift the mare upright enough to slip the dress off before letting her body fall back down to the mattress, causing her breasts and pudge to jiggle in a way Thomas couldn’t ignore.

At Moonlight’s sudden movement off the bed, Thomas averted his eyes down to his task, suddenly feeling very self-conscious about where he’d been looking and what he’d been thinking. Despite his guilt, he still snuck a look back between the mare’s legs when Moonlight had gone to hang up the dress.

“I had a lot of fun, tonight,” Moonlight commented idly.

“I, uh, me too,” Thomas agreed as he held up the horseshoes. “Where do these go?”

“Just leave them on the dresser,” Moonlight directed.

Thomas did as instructed, only to hear the compression of the mattress behind him. He turned around to find Moonlight sitting down beside the passed out mare, gazing down upon her with a kindly smile.

“She’s quite pretty, don’t you think?”

“Uh, yeah,” Thomas agreed as he moved beside Moonlight, still uncertain on where his mare was going with this. Cultural differences were a bitch, sometimes.

“Is that odd to you?” Moonlight asked.

“What?”

“That I find mares attractive,” she clarified. “Is that still odd to you?”

“No! Well… kinda,” Thomas admitted. “I thought I was used to how things work here, but every now and then this place still throws me a curve ball.”

Moonlight wrapped an arm around the human and pulled him close. “Want to talk about it?”

“What’s there to say?” Thomas asked with a shrug. “You’re a female who’s attracted to both males and females, and that’s pretty much the default for everyone here. It’s like a fantasy world, which I guess is technically true, but that’s also kind of the problem.”

“Problem?”

“It’s like a dream come true, my biggest fantasy come to life,” Thomas explained. “It’s like it’s too good to be true, being here surrounded by you and all these other amazing people. Sometimes I’m afraid that I might wake up any minute and then all this will disappear.”

“Thomas,” Moonlight cooed sympathetically as she nuzzled his ear.

“Also, a bunch of movies I watched mentioned the theory that even when presented with paradise, most humans will reject it almost on instinct because we prefer conflict. We evolved in a chaotic world and don’t know how to live anywhere else. It’s like there’s this part of me saying how none of this is real. So, even if this is real, does that mean I’m gonna do something to mess it all up at some point?”

“So?” Surprise asked, causing the others to jump back in shock as she lifted herself up.

“S-so?” Thomas asked back.

“What’s the point of worrying about silly stuff like that?” she asked, leaning back on her hands and incidentally propping her breasts out.

“What? Wondering if the world is even real, or if it is, am I going to screw up at some point?”

“Yeah,” Surprise affirmed with a chipper nod, no longer sounding sloshed. “That. That’s silly.”

“How exactly are Thomas’ feelings silly?” Moonlight asked, coming to her stallion’s defense.

“Because it’s pointless to worry over stuff like that.” Surprise waved her hand dismissively. “I’ve met some of those stuffy philosophical types before. They just get so stuck up their own plots with their theories that they pay out the butt for any kind of release.” She examined her nails casually. “They talk afterwards and, to make a LONG story short, fretting about the future too much just makes you unhappy, and it causes premature wrinkles.”

Thomas blinked in shock at Surprise’s unexpectedly forthright and wise advice.

“Let me put it another way.” Surprise adjusted her position on the bed, sitting on her knees as she faced the pair. “Thomas. You like Moonlight, right?”

“Yeah,” Thomas said as he smiled up at the mare.

“You like talking to her and just spending time with her?”

“I hope so,” Moonlight answered with a giggle.

“So why get your knickers in a knot over some hypothetical, metaphyseal, gobbledy-gook?” she asked emphatically. “Just live for the moment with the ponies you love. It’s what my parents taught me, and look how I turned out.” She held her hands out wide, presenting herself for her friends to judge.

Thomas hummed thoughtfully. “Ya know, even if I could think of an argument, I don’t think I’d say it.”

“Yaaay!” Surprise cheered, bouncing and jiggling as she applauded. “So, can we buck now?”

“What?” Thomas and Moonlight asked together.

“Yeah,” Surprise chirped. “After a fun date, we came back to my room where we shared a heart-to-heart moment. Unless cheesy romance stories have been lying to me all these years, I’m pretty sure bucking is the next step.”

“Hold on,” Moonlight said haltingly. “You’re… you were pissed drunk not two minutes ago?”

“Yeah?”

“So how do you sound sober now?”

“Power nap,” Surprise beamed. “Best invention since plowing plots of land.”

Thomas decided to ignore what he was certain was innuendo. “And how did you manage to hold the key between your breasts all night?”

Surprise held out her hand with one finger pointed up. “That is an excellent question.” She then touched that finger to her collar bone and sensually stroked down her chest until her entire hand disappeared into the valley of her bust. “You want to find out?” she asked with suggestively bouncing eyebrows.

Thomas licked his lips. “Well…” It was more than a little weird to have sex with someone who was passed out drunk just a little bit ago, no matter how hawt they were.

“I’m not hearing a no-ooo,” Surprise sang as she slid her hands beneath her breasts, lifting them up an inch or so, before letting them fall with a faint sound of flesh colliding with flesh.

“Yes!” Moonlight cried, only to look embarrassed at her unintended volume. “I mean, if you’re up for it, Thomas.”

“I will be,” Thomas deadpanned, “just as soon as someone answers a very important question.”

“And that is?” Moonlight asked.

“When did we get naked?”

Moonlight blinked in confusion, not fully understanding the question until her eyes trailed down Thomas’ body. “Where did your vest go?” she asked in disbelief.

“Same as your dress,” Thomas dryly stated as he pointed off to the side where both their clothes had been neatly folded and hung up on hangers. Realizing her nudity, Moonlight reflexively moved to cover her private areas from the sudden chill.

“Oh that,” Surprise spoke up.

Of-fucking course it was you, Thomas thought irately.

“Well, while we were talking about the philosophy stuff,” the white mare explained casually, “a possum snuck through the window and started stripping you guys down. I was gonna ask him to stop, but he looked like he knew what he was doing, so I let him be. Then he left and closed the window on his way out.”

Moonlight and Thomas just stared incredulously back at Surprise for a long while.

“A… possum?” Moonlight asked.

Tiberius? Thomas thought.

“What? The castle doesn’t have a battalion of tiny animal servants to do the jobs other ponies are just too big for?” Surprise asked as if it was nothing out of the ordinary.

“Makes about as much sense as anything else I’ve seen since I got here,” Thomas admitted and turned to his herdmate. “Moon?”

Moonlight slowly and carefully shook her head.

“Huh,” Surprise huffed as she folded her arms beneath her ample breasts, pushing them up and out. “Well that just raises so many questions.”

“We can agree on that much,” Thomas said with a nervous chuckle.

“Oh poopy,” Surprise pouted. “I went and ruined the mood, didn’t I?”

“Well,” Thomas trailed off with a shrug. It’s not like ninja possums actually helped anything.

“Now we got to get a new one,” Surprise declared firmly, slapping her fist into her palm. She then bounced high in the air, spread her wings to flip, and then glided back down to the bed. Surprise was now presenting on all fours, tail flagged, and ass in full view of her audience. “Quick guys,” she urged as she lowered her front down to the bed and gave her rear an enticing wiggle. “You guys look back there. I’ll do what I can on this end.” She sounded sincere, with no hint of irony or lewd suggestion in her tone.

As quirky as Surprise’s behavior had been, there was just no denying how enticing her porcelain white rump looked. That was the sentiment shared by Thomas and Moonlight as both their bodies reacted to the arousing display.

Surprise then lived up to her namesake by spinning around to look back at her dates. “Yay! There’s a mood,” she declared. However, before either unicorn or man could react, the pegasus had pounced upon Moonlight, pinning her to the bed as Thomas only just pulled away in time. “Oh yeeeeeesss,” Surprise purred sensually. “I like this mood just fine.”

Moonlight whimpered as the pegasus planted a series of soft kisses along her collar bone, slowly climbing up the unicorn’s neck until she came to a stop at an orange ear and gave it a gentle blow. The unicorn whinnied rapturously under Surprise’s careful touch.

Surprise hummed lustfully into Moonlight’s ear as she ground her ample marshmallowy body into the unicorn’s more solid and lean form. The feel of Moonlight’s breasts against her own, in addition to the soft texture of her fur was just exquisite. A white hand slipped down between their bodies and began to gently probe at Moonlight’s winking snatch. “Ooooh,” she purred. “Does wittle Moony like when I play down here?”

“Nnngh!” Moonlight cried out as she squirmed.

“Hmm. Thought so,” Surprise whispered sensually. The pegasus started to move, tracing her fingers all along Moonlight’s winking lips and teasing at her clit. “And what about THIS!?” Surprise announced as she plunged two fingers inside.

“Faust!” Moonlight cried as she bucked her hips upward. The sudden insertion was like a lightning strike shooting through her body and making her back arc. Surprise, Moonlight realized, had most definitely not been blowing smoke when she said she was already a whorse. How else could she have such skill?

“No Faust here,” Surprise teased. “There’s only me,” she whispered as she began rotating her hand around, trying to touch every inch of the unicorn’s insides as she stretched her out. “Mmmh. Say my name, little Moony.”

Moonlight whimpered incoherently as she tried moving her hips in time with Surprise’s movements.

“Say my name, or I’ll stop pleasuring you.”

The half lidded look the pegasus gave the unicorn caused Thomas’ heartrate to suddenly spike. It was a look of what the human could only describe as sadistic lust. Thinking back, it was the kind of look Silver sometimes struggled with whenever she played dom for Luna. It was borderline contempt that could only come from a place of absolute power over another, condemning them for being weak while simultaneously lusting over their helplessness. It was a look Silver strained to form, at least when Luna was involved, but seemed to come almost natural for Surprise.

Oh crap, was Thomas’ most coherent thought.

“S-S-Ssss,” Moonlight strained to say as she writhed under the larger mare’s touch. “S-S-Surpriiiise!” She came, squirting quite a bit more than usual, all over the white mare’s fingers.

“Oh yessss,” Surprise hissed as she brought her dripping hand up to her face and gave a finger a quick lick. “Mmh. Vanilla.” She gave her hand another, broader lick. “Yummy.”

Moonlight squeaked her embarrassment and faced away.

“Aww. I’m sorry,” Surprise taunted as she inched her fingers closer to Moonlight’s face. “Did you want a taste too?”

Moonlight stared at the offered fingers out of the corner of her eye, watching intently as her own juices dripped from the digits and dripped warmly onto her cheek. With a semi-reluctant groan, she turned her head up and opened her mouth to accept the offered gift.

Surprise beamed sadistically as she lowered a single finger down into Moonlight’s maw. The smaller mare sealed her lips around the offered digit as Surprise began to fellate her finger in and out of Moonlight’s mouth, earning moans of delight.

“Oh wow,” Thomas said as he managed to tear his eyes away from the sight of mare-on-mare action just long enough to realize his fully erect dick was in his hand.

Surprise’s ear flicked as she and Moonlight looked in the human’s direction, both looking vaguely surprised by his presence. Then Surprise gave an ear-to-ear smirk before lunging and seizing a different orange ear between her teeth.

Moonlight bucked her hips again, her body tensing under Surprise’s tender nibbles. The unicorn looked to the human, her eyes pleading for… something. Thomas didn’t know. He was frozen; utterly helpless as his lady love moaned and writhed under the pegasus’ torment. Moonlight wasn’t sure what she wanted, either. Each careful application of pressure was like a static jolt of pleasure. She didn’t want this to stop, but neither did she want Thomas to join. Rather, at this moment, she wanted nothing more than for him to watch. Moonlight wanted her stallion to watch her moan, to see her at the mercy of and be brought to pleasure this other mare.

“Shame on you, Moony,” Surprise chided as she turned down to face the unicorn. She’d had a ball making the smaller mare squirm and even committed to memory how Moonlight had reacted to each pressure point. This would be fun to experiment with later. However, the mood had been compromised once before by her negligence, and she would not let it happen again. “You’re over here, selfishly hoarding the harem’s new mare to yourself and having all kinds of fun, all without your precious stallion?” She tsked her disapproval. “How shameful.”

Weren’t you the one who pushed her down? Thomas recalled as he thoughtlessly stroked himself.

“Well, Tommy?” Surprise teased, beckoning him over.

“Uh, Thomas,” he reflexively corrected as he made his way over to the mares.

“Pardon?”

“Nothing,” Thomas answered, not wanting to bring the mood down with his silly hang-ups over his name. “So, uh,” he began as he looked over the scene of Surprise’s body practically eclipsing Moonlight beneath her. “Wh-what did you have in mind?”

Beaming once more, Surprise wagged her tail invitingly. “We’re both fine over here. Maybe you can find somepony to play with back there?”

“That I might,” Thomas deadpanned as he moved behind the mares and positioned himself between their legs. With Surprise’s tail brushed off to the side, there was nothing to obstruct the human’s view of the mares’ precious flowers mashed together so enticingly. Both were winking in need and even their puckered ponuts were quivering in anticipation. “So many choices,” Thomas muttered to himself. “Where to start?”

“Oh. Ooooh!” Surprise waved her hand like an excited foal in class. At the same time she was gyrating her rear, sending enticing ripples across the soft and plump flesh while also kissing her clit to Moonlight’s. “Me. Pick me!”

“N-no,” Moonlight managed to say after remembering herself. “You should pick me.”

“What? But you already had a turn,” Surprise pouted.

Moonlight tilted her head as if confused by the question and smirked. “And?”

“Why you,” Surprise fumed playfully.

“Alright then,” Thomas said flatly. “If that’s how you’re gonna be, then I won’t choose either of you.”

“What!?” both mares screamed in alarm as the human leered slyly at them.

“I’ll choose… both!” The human lowered himself behind Surprise’s ample rump, completely disappearing from either mare’s sight. Inching his head close to the combined heat and smell radiating off their sexes, Thomas gave a gentle blow to their genitals, causing both to squeal at the sudden temperature change. Smiling smugly at his accomplishment, he dove in and pressed his lips to the mares’ own.

Surprise gave a closed mouth scream while Moonlight’s panting grew heavy. Not surprised by the novelty of a stallion’s lips down there, the unicorn seized the opportunity to retaliate against her larger lover. She freed her arms from Surprise’s grip and jabbed her hands into her vastly larger breasts, squeezing and kneading them firmly. Unprepared for the second assault, Surprise sat up with a start, freeing up Moonlight’s torso even as she straddled the unicorn.

Positioning his hands on Surprise’s butt cheeks for leverage, Thomas adjusted under the mare’s sudden movement, making sure never to break from the three-way kiss. With their clits pressed so close together, it was easy to suck them both in his mouth while his tongue flicked between them. Their moans and cries were as sweet to his ears as their flavors were to his tongue. Most obvious was Moonlight’s vanilla juices, which were dripping all over her thighs and buttocks after her first climax. After licking much of it away, Thomas eventually found the much sweeter flavor of Surprise.

“Cotton candy? Hmm. Not surprising.” Thomas laughed to himself at his bad joke as the great white butt bounced overhead.

It was an alien, but delicious feeling as Surprise tried to coordinate her movements. She pressed her breasts down into Moonlights hands, relishing the way the guard mare squeezed so roughly. Trickier, she was also working to grind her hips into Moonlight’s, never breaking contact with the mare as she also tried pressing her hips back to meet Thomas’ kiss. His mouth and tongue were small, but their experience shined through as he read her reactions and quickly found several of her sensitive spots.

Even after mentally bracing herself upon hearing it would probably come, just the idea that it was a stallion doing this to her had turned Surprise on in a way she hadn’t expected. It had sounded so lewd just to hear about it, but feeling it was a whole other thing. And now that she was experiencing both that, and such intimate contact with a mare as cute and endearing as Moonlight, it was no wonder that she came first.

Surprise’s sugary juices sprayed all over Thomas’ lower face, the sweetness only encouraging him to lap it up all the more vigorously. Moonlight followed shortly after, spraying his face with another volley. He drank up as much as he could, but the mares’ combined volume proved too much and most ended up on the bedsheets. When he’d had his fill, he pulled back to find Surprise had collapsed into Moonlight’s arms as both mares panted happily with flushed faces.

“You look like you’re enjoying yourselves,” Thomas commented wryly.

“That was… super-hot,” Surprise said breathlessly as she climbed off Moonlight and fixed Thomas with a predatory gaze. “It’s funny, ya know. In all my years of making ponies happy, it never once occurred to me that I could suck on two clits at once,” she explained as she stalked closer on all fours.

Aw hell. I know that look, Thomas bemoaned as he tried to back up, only to hit something soft and sturdy. He craned his neck back to find Moonlight staring down at him with adoring eyes. When did she get back there? “Uh, hey?”

“Hey yourself,” she purred as she reached down beneath her mate’s thighs and lifted him up, spreading his legs wide for easy access.

“Aww. You got me a present?” Surprise cooed sensually as her eyes narrowed onto her bobbing prize. “How sweet, and funny looking,” she joked.

“Uh, Moonlight?” Thomas asked apprehensively as he tried to adjust his position in her grip, finding all his efforts were in vain as her breasts pressed more firmly into his back. Despite going around practically naked for so long, Thomas still felt terribly exposed being held like this. It was embarrassing, but his boner didn’t seem to mind. Glancing back to where Surprise had been only a few seconds ago, the human could only wonder how she’d managed to move so quickly without him noticing.

Moonlight shushed him gently as she nuzzled her cheek to his. “It’s her turn now.” Her efforts to sound sweet and comforting were hindered by her breathy, lustful panting. She was holding her stallion to be used by another mare, and it was making her body hot.

Thomas’ attention was taken by the sudden pressure on his inner thighs. Surprise had gripped them for leverage as she tentatively began nosing at his rod. It tickled, and he felt himself involuntarily twitch.

“I think it likes me,” Surprise said with a girlish giggle.

Thomas laughed as well. “I think so, too, but he’s a little shy.”

“Ooh?” Surprise asked with a painfully adorable pout. “That’s so sad. Tell me,” she lifted herself up until her face was less than an inch from his while her breasts hung between the two of them, “how can I get the little guy to open up to me?”

Thomas swallowed thickly as the mare gazed up at him with her shimmering, adorable eyes. Damn mares and your vile adorability! “Well, you could always give him a tender and affectionate kiss,” he cheesily suggested.

“Oh!” Surprise perked. “Good idea.” She lowered herself back down to groin level. “I’m real good at,” she licked her lips, “kissing.”

“She’s right, you know,” Moonlight purred into Thomas’ ear as she savored the feeling of his smooth back against her sensitive chest. “Her lips are nnngh, very nice.”

Thomas was granted no further ado as Surprise somehow managed to squeeze her titanic tittites between his thighs. The feat was such a marvel that Thomas very nearly missed when the enormous white mounds fully enveloped his cock. He moaned in surprise. Surprise’s fur was perfectly smooth, almost like moisturized skin, and her breast flesh beneath was equal parts firm and malleable. His cock had been entirely consumed by soft warmth. The young man’s vision had been completely consumed by the white expanse of the mare’s chest, save only for a brief glance at her proud grin.

If Surprise was using her hands, Thomas couldn’t see. Regardless, her breasts began rubbing all along his length. Back and forth. Clockwise and counter. When Surprise would pull back, she’d manipulate more breast flesh into position, ensuring that Thomas’ cock remained completely enveloped the entire time.

“F-fuck!” Thomas gasped.

“You like?” Surprise teased. It was hard to maintain control, though. Her breasts had always been sensitive, and this was hardly the first time she’d used them to please a stallion, or a mare for that matter. However… “So… hot,” she gasped breathily. Her white cheeks were turning pink as she felt the hard, hot piece of meat wedged between her teats. He’d been leaking pre for some time, but the mutually pleasurable texture of her fur was unchanged. However, it was a good thing she’d already taken off her dress, because cleaning it after the veritable waterfall now between her legs would have been a trial. She was still in control, massaging the stallionhood just enough to tease, but she hadn’t expected to take such delight at this part. Adding to the stimulation of her cleavage were the expressions on her lover’s faces.

Thomas’ face was twisted so exquisitely in pleasure. He’d started humping Surprise’s breasts, but there was simply too much mass compressed against his thighs to allow much movement. He grunted and moaned, strangely trying to keep himself quiet as the pegasus pleasured the both of them. Not knowing what else to do with his hands, he grabbed hold of the mare behind him for leverage. Moonlight, by comparison, was far easier to read. Her ears had pivoted forward and pupils dilated in full attention. Her nostrils flared as she drank in the musky cocktail. Her horn had lit, and Surprise’s grin only widened as she imagined what unseen things the mare was doing to herself.

“Don’t cum just yet,” Surprise chided playfully as she slowed her movements. “It’s irresponsible for a stallion to waste his seed like that.”

Thomas chuckled. “If I do,” he moaned, “I’m blaming you.” There wasn’t any pain in his thighs from being pressed so far apart just yet. Perhaps he’d grown more limber? Regardless, he struggled to close his legs a bit to preempt any pain. Unfortunately, between Moonlight’s grip around his ankles and the sheer mass of Surprise’s bosom, such a thing was impossible. That was probably for the best, as he also didn’t want to blow his load too early. Perhaps he’d absorbed a bit of the pony’s culture, coming to believe that, as a general rule of etiquette, stallion’s really should cum inside?

“How is it her fault when you did it?” giggled Moonlight. She was fighting to hold her love steady and not squirm from the magical stimulation to her own clit.

“Cuz her boobs are too damn soft!” Thomas blurted. “Seriously, why don’t we do this more often?”

“You should,” Surprise said, directing her words at Moonlight. “Trust me.”

Moonlight giggled again and nodded her understanding.

“Ya know,” Surprise panted as she further slowed her motions, “the more I think about it, the more I’m kinda liking the idea of you cumming on my teats,” she confessed, tittering at the thrill of being so naughty.

Thomas laughed. “Seriously?”

Moonlight looked just as curious.

Surprise nodded. “Yeah, but later.” And her eyes shot back up to Moonlight. “Perhaps when somepony is in need of some,” she licked her lips, “dessert?”

Moonlight nodded and made a show of licking her own lips, only now realizing just how delectable Surprise’s breasts really looked. The idea of licking them clean should Thomas blow his load prematurely was not unappealing.

Then, demonstrating a skill unmatched by any baker, Surprise manipulated the fullness of her breasts downward, causing the head of Thomas’ cock to finally poke free. The open air might have made it cold, had Surprise not been continuously pelting it with her heavy, hot breaths. Then, without warning, she parted her lips and quickly sank down on his shaft. The blessed warmth around Thomas’ cock had just gained a moist bonus, adding to the heavenly feeling. She sank her mouth down even further, forcing her breasts further down until they popped beneath him. When that happened, she also snatched up his balls in her maw, her broad tongue managing to both juggle his jewels and encircle his rod.

Compounding Thomas’ earlier pleasure, Surprise’s latest actions had all been too much too quickly. “C-cumming!” he warned.

Surprise pressed her face into his groin as firmly as she could, sealing her lips tightly to ensure not a single drop escaped. Thomas cried out and sprayed his load. It was a smaller volume than she was used to from stallions, but the exotic flavor more than made up for it. She swallowed greedily, and then suckled on the end of his dick to extract whatever contents remained within. She released her prize with a loud pop, drawing away as a single strand of saliva connected her lips to his rod.

Moonlight made a sound that was somewhere between a whinny and a giggle.

“M-Moonlight?” Thomas panted breathlessly as he came down from his hi. “You like watching, don’t you?”

The unicorn gave the man an odd look, like he was babbling nonsense, but still her lips were stretched in a happy smile. “Didn’t I make that clear already?”

Thomas blinked as it clicked in his mind. Moonlight liked participating in sex, but in groupings she had a tendency to maneuver behind him and hold onto him, watching while he fucked other mares. He laughed. “Pretty sure you did, yeah. In hindsight, I guess I really should have picked up on the clues already.”

“Damn straight,” Surprise declared as she sat back up, towering over both unicorn and her captive human as she eyed them with a sinister gleam. “Really, now. You’ve been together how long and you’re still having these kinds of misunderstandings?”

Both Thomas and Moonlight averted their eyes guiltily from the pegasus, although it was hard to actually be upset after the recent rush of endorphins.

“Seriously,” Surprise continued as she traced a finger along Thomas’ chest. “How could you have not known your own mare was a voyeur?” she asked in a deep, seductive voice that sounded rather jarring coming from the normally peppy and excitable mare. “Granted, that’s actually pretty normal for a mare. Most mountings only involve two or three ponies at most, leaving the rest to watch from the sidelines.” Surprise adjusted herself closer until she was nearly nose-to-nose with Moonlight, leaving her breasts to be pelted by Thomas’ breaths as they hung mere millimeters from him. “But it seems this filly has it extra bad, doesn’t she?”

Moonlight could only squeak in fright.

“Then in that case,” Surprise trailed off deviously. “I’ll just take him for myself!” She snatched up Thomas from his unicorn, bouncing with a light flutter over to the other end of the bed where she dropped him to the sheets with a surprised huff. Moonlight reflexively moved to chase after him, but a wink from Surprise told her to just watch and wait. The pegasus then lowered herself down, planting her knees to either side of him while her massive rump eclipsed much over his upper legs, leaving only his erection poking out and rubbing between her moist lips.

“Cowgirl position, right?” Surprise said more than asked.

“Oh yeah,” Thomas laughed nervously. “You, uh, read that chapter, huh?”

Surprise nodded mutely as her marehood winked along Thomas’ length. She glanced up, and Thomas followed her gaze to find Moonlight staring at them, wide eyed, and her hand between her thighs. The pegasus then looked back down in time to meet the human’s eyes. “Ready to get bucked?”

Smirking, Thomas slapped his hands down along the mare’s ample inner thighs and proudly challenged, “Bring it!”

And so it was brought as Surprise lifted her hips up and, using her tail to line everything up, slammed herself down in one fell swoop. Thomas tensed, bracing himself for the painful impact of her full weight, but Surprise’s plush ass cheeks merely struck him with the combined force of a pair of pillows.

Once penetrated, Surprise’s mouth opened wide in a voiceless cry as she took a moment to adjust to the sensation. She panted heavily as her tongue hung out of her mouth, her white cheeks flushed a bright red. When she’d come down, she bent over until her head was hovering directly over Thomas as she leered down at him. “You like this, right?” she purred, grinding her hips around his and feeling the friction his erection inside her. “Big mares using their big assets to use the tiny, powerless human for their own pleasure?”

Thomas just mutely nodded.

“If that makes you happy…” Surprise left the rest unsaid as she lifted her hips up a few inches, only to bring them back down with almost as much force as the first time, causing her breasts and ass to wobble enticingly from the impact.

The room filled with the sounds of wet squelching, alternated by the smacking of skin against skin as Surprise found her rhythm. Thomas tried thrusting his hips in time with her movements, but she would have none of it as she braced her hand against his chest.

“Shh. Just let me rock… your… world,” she cooed. At Thomas’ nod, she began rotating her hips, twisting every so often to catch the human off guard as he writhed beneath her.

Moonlight was furiously fingering herself as she watched. Her horn lit and added an extra bit of stimulation to her tits and anus. It wasn’t enough to bring her to climax, but perpetually keep her on the edge. It was just so hawt watching her stallion being dominated by this new, full figured mare. It was as though each movement, no matter how slight, caused Surprise’s assets to shake in a way that could only be described as hypnotic. Her mouth began to open and close wordlessly, like she was chewing something invisible. Really she was just imagining returning the favor and nibbling on Surprise’s sumptuous flesh as it bounced. And the way Thomas’ face scrunched in ecstasy while making those puny whines was like icing on the cake. Cowgirl, she thought, adding to the list of things to try later.

Surprise couldn’t get enough of this feeling of control. She’d topped for mares and stallions before, whatever made them happy, but it was never like this. She never had such absolute control over a lover before. Perhaps this was what Silver was trying to achieve all those times Surprise would sub for her? She’d only done that because she thought it would make the little bat happy, but maybe Silver was like Thomas? Maybe she was trying too hard to be something she wasn’t and just needed somepony to show her the light?

Speaking of light, Surprise’s vision briefly went entirely white as she felt Thomas’ dick quiver within her, followed immediately by a burst of his cum. She climaxed less than an instant later, crying out as her back arched and their combined juices sprayed out over the human’s waist. Faintly she was aware of a second feminine cry as, out of the corner of her eye, she saw Moonlight collapse to the sheets with one hand still hidden from sight.

After a period of tired panting and minimal movement, Moonlight was the first to catch her breath. “Got any stimulants, or maybe just a glass of water?”

Oh boy, Thomas thought anxiously. After two climaxes so close together, his flaccidity would normally need at least a few minutes to recuperate. However, ‘normal’ was a relative term when literally surrounded by the wonders of magic, so he readied himself for the next round.

Surprise cocked her head towards the bathroom. “Sink cabinet,” she said breathlessly. “The blue bottle on the left.”

With an appreciative nod, Moonlight’s horn lit and she telekinetically retrieved the described bottle, along with three cups of tap water. Holding the bottle in hand, she read the label with an amused smile, “All Nighter?”

“Fitting, huh?” Surprise agreed. Even if it was nearly sunup.

Moonlight uncorked the bottle and telekinetically extracted roughly three teaspoons worth of liquid, held in three relatively stable spheres. She chomped down on one, washing down the vaguely minty flavor with water as she levitated the other spheres to their respective recipients, along with the water cups. They swallowed them down and their reactions were almost instant. Thomas tensed between Surprise’s thighs as he felt himself harden within her once more. The pegasus gave a muffled squeal while spreading her wings in their full glory. Even her tits and ass, somehow, looked perkier.

“What you said,” Moonlight said breathily as she crawled over to the conjoined pair, “about my stallion liking big mares with big assets.” Still on her knees, she threw one leg over Thomas’ torso. The warmth in her chest grew hotter as she imagined him staring up at her. She sat upright, now knee-to-knee with Surprise.

Thomas craned his head back, giving him a very nice view of Moonlight’s dripping slit, twitching anus, and anxiously swishing tail.

“Yes,” Surprise purred as a hand rand sensually over her left breast, cupping it and moving it about.

“Here’s something we’ll all like.” Moonlight scooted forward until her legs were parallel with Surprise’s. She then planted her ass down, completely consuming the human’s vision with her rump while she felt her lower lips make sweet contact with Thomas’ upper ones. She gave a soft whimper from the ‘kiss’, but leaned forward enough to make sure he could still breathe through his nose. This brought her right into the loving embrace of Surprise.

“Oh yes,” Surprise purred as she pressed her breasts into Moonlight’s while gently stroking her back. It was a more delicate affair than before, allowing them to tentatively touch nipples without roughly smashing the sensitive nubs together. “I could get used to this.”

As Surprise resumed rotating her hips, Thomas took that as the cue to start his own work and took the unicorn’s sex into his mouth. Moonlight’s cries were quickly muffled as Surprise consumed her lips in an increasingly passionate kiss. The mares embraced as their fingers began exploring one another’s bodies, savoring every squeak, yelp, and giggle their touches earned. It was all a much more relaxed affair without any thrusting to speak of. Tension was built slowly, teased gradually out of one another as the mares caressed and pleasured themselves on the man. The trio went on like that for many minutes until Surprise’s patience ran out and she returned them to their prior rabid pace. They all came together, and Thomas was once more drenched in mare juices.

Eventually, after several position changes, the All Nighter’s effects were spent and the trio collapsed in a heap of sweaty bodied and matted fur.

With the sound of snoring to either side of him, Thomas clung to consciousness just long enough to determine his location. He was, unsurprisingly, sandwiched between the two mares. Using his superhuman tactile memorization of mare bodies, he concluded that his head was currently supported on one of Surprise’s breasts while one of Moonlight’s was poking at his cheek. One of Surprise’s wings was draped over his chest like a blanket while one of Moonlight’s legs was wrapped all the way over him to Surprise. It was a warm, messy, and tight fit for the little human, the air was rank with the smell of sex, and, if he was reading the proportions of the bodies correctly, Moonlight and Surprise were either nose-to-nose or kissing.

I love my job.

This turned out a lot better than I expected. With the formula I’ve found myself in, I feel I always run the risk of overexposing the readers to sex. I realize there are a lot of stories out there that do that, and do it well, but I’ve always liked the idea that this is a rom-com with a heavy emphasis on sex and not just pure porn. Oh well. Surprise and friends had fun, so I guess that’s all that really matters.

Oh, and to a very special Patron who wanted to see some breast on cock action, I hope you enjoyed.