(Mature Warning! This chapter is very mature and full of naughty ponies having fun. If this is not your thing, feel free to move on to chapter X. You will miss a little character development, but that's just how it is.)

Lighthoof shut the door behind them, clicking the lock in place and returned a few of Sherry's excited kisses. A hoof to her lips halted the next assault as he looked to StarStep. “If we're going to do this. Couple of rules.”

Star hung his poncho up on an open hanger, and began to unstrap his body armor “Go on.”

Leading his mare into the room fully, he slipped free of her grasp and settled into his reclining chair. Sherry sat back on her haunches next to it resting her head on the armrest. Lighthoof began to stroke her blue mane as the mare's eyes examined StarStep in more detail. While he fought with the last few buckles, Star took a moment to look about the candlelit room. A plush blanket laid in a tangled mess on the king sized bed. A small box of odd objects, he assumed were sex toys laid to it's side. There were bottles of oils and other liquids resting on the nightstand. The air clearly had the scent of fresh love making and roses, probably from the candles. The rest of Light's room was identical to Stars, with the exception of far more pictures stuffed in the frame of the mirror.

Free from his armor, he returned his full attention to his friend, doing his best to hide his erection from view as Light opened his mouth.

“First, what happens in here, stays in here. We all three promise this is just between us.” He glanced down and rubbed Sherry's ear with a hoof, she moaned in gentle delight and tilted her head to his caress, “No Rowdy...” He flicked his eyes up at Star accusingly, “And sure as buck, no Princess Luna.” Both of the other ponies nodded in agreement so he continued, “The only bucking reason I'm even entertaining this crazy idea, is that this is one of Sherry's fantasies. Sun-knows she's fulfilled a few of my own. And that you and I, dude. Are cool enough not to make this all...weird.” He switched rubbing ears and Sherry's head tilted to follow, her eyes closed and still moaning ever so softly, “So there's no confusion, I don't like you in that way. I'm trying to look at this thing as some really hot clop-flick and nothing more. Cool?”

The blue-grey pegasus nodded firmly, “Yeah, same here. I get the feeling I'm about to get a crash course in the wilder side of rutting.” He wavered slightly on his hooves, the throbbing between his thighs increased and he bit his lip.

Lighthoof smirked as he ceased his rubbing of the pink unicorn's ears, “Yeah dude. I don't think you have a clue. Of all the mares you could have picked to play with...” He chuckled and leaned down to kiss the unicorn on the top of her nose, “Sher. Can you help this colt before he topples over?”

Sherry's eyes blinked open. She rose from her haunches and approached the colt, eyes half closed, and a seductive smile upon her muzzle. “Mmm...with pleasure, hun.” The pink mare walked to Star's side, reaching a hoof out to turn his head . Her warm lips found his, pressing hard. She wasn't as gentle as Scootaloo had been. This was passionate and lustful. He could feel her tongue pushing at his lips and teeth. Resigning himself to just following her lead, he allowed her to push her tongue in. It tangled wetly with his, curling and writing as one of her hooves slid down his chest then brushed the head of his colthood. He whimpered into her kiss and pulled back, gasping for air.

Sherry giggled softly, “That's the way hun. Just let me do the work.” She used her fore-hooves to turn him more to the side, so the two of them were facing each other, giving Lighthoof a clear view of everything, “Did yah know this is also one of mah fantasies?”

The pegasus blinked, “What, doing me?”

Laughing, the unicorn kissed him again passionately before answering, “No silly.” She breathed while their noses touched, “Letting another pony watch as ah go down on a colt.”

“Oh.....OH!” He started to look over at his friend before Sherry grabbed his face.

“No, no hun. Ignore him. He's not there. Don't make me put blinders on yah.” She giggled, nipping hard under his chin and along his neck, causing the colt to hiss through his teeth. “Alright, I think we can skip a bit of fore-play hun. Yer pretty ready.” She nuzzled down his chest her horn lightly scrapping through his coat. “Mmm...what I want yah to do is raise up and put yer fore-hooves on my back, ok hun?”

Star wanted to argue, but the painful throbbing between his thighs shut his muzzle. As he was instructed, he rose up, resting both fore-hooves carefully on her back, using his wings to balance and spread his hind-legs to keep steady. Remembering her words, he kept his eyes locked on a random place on the ceiling, resisting the urge to look over at Lighthoof.

A warm muzzle took the head of his cock in. A shudder ran through him and he whinnied. He could feel his cheeks heat in embarrassment as the mouth turned, tongue curling it's tip to drag along his soft flesh. Oh it felt so good. Sherry began to stretch and compress her neck, rubbing the top of his member on the roof of her mouth, her tongue lapping and wiggling into the flesh as she began to suck.

Rigid and panting, the pegasus whimpered, his hips bucking just a little to the sensations. She teased and played with him. Occasionally pulling her hot muzzle free to lap at the pre-cum oozing from his urethra. After cleaning him, again she's sucked him back into her mouth. After a few more cycles of sucking and licking, she changed the angle of her head, arcing out her neck and leaning her body more towards him. He could feel something shift, his cock slid a little deeper into that engulfing warmth. He had the sudden impulse to buck his hip, now that more than just the tip was being stimulated. She rocked on her hooves, back and forth, sucking with her mouth, a little more each time of his shaft slid into her hungry muzzle. He moaned and rolled his head, eyes half closed. Whatever the mare was doing was incredible. His hips gave an instinctive firm buck and she froze, buried halfway on his cock. He could feel the warmth contracting on his shaft, flexing softly. It was then his addled brain realized. She was taking him down her throat.

The mare pulled off his cock with a wet pop, gasping for air, “Star, hun? If yer going to do that, please go slow. Ok?” The colt nodded, understanding that he'd just rammed his cock down her throat faster than she was ready for it. A twinge of embarrassment nestled in his belly. He owed her an apology later.

She slipped his tip back into her muzzle, working her way back down the shaft a little each stroke. As she built up a rhythm, deep-throating him to about half his shaft, he very gently rolled his hips towards her face as she was on the down-stroke. The result was a little more of himself slid into that flexing, hot depth. She moaned around his shaft in pleasure. The sounds heightening the sensations.

In the state he was in, for as long as he'd been in it, Star wasn't lasting. He felt pressure build up, that emotional ledge he stumbled towards, “Sherry, uhh...about to...” She nodded very slightly on his cock, giving a few more quick thrusts with her mouth, feeling the first spurts of his climax hit the back of her throat. She suddenly slid her muzzle off the pegasus with a wet pop as the throbbing shaft jerked, spraying his seed out in gushes. He could hear her moaning under his belly, her head turning slightly side to side as he realized she was letting him cum all over her face. He rode out his orgasm, panting and trembling over the pink mare. Till as last he was spent, just drips from his shaft as it finally began to retreat back into it's sheath.

Star slid off Sherry's back and looked over at her with half-closed eyes, panting. She returned his look with a grin, her face and mane coated in his semen. She giggled, licking some of the cum from her lips and leaned forward to give him a passionate kiss, “Oh, thank yah hun. That was wonderful.” He nodded tiredly and slumped to his haunches, head wavering slightly. The pink mare turned to smile at Lighthoof, beaming happily, “And thank yah kindly, dear-heart. For being such an understanding stallion.” Star glanced over, noting his friend appeared to be cleaning himself off with a towel. He figured the scene had been a turn-on for Light and left it at that. With a dance in her step, the mare trotted to the restroom, looking back before she shut the door, “Ok handsome colts. Rest up while I clean up. Then we'll get the real fun started.” The door clicked close behind her and the soft patter of the shower shortly followed.

A towel hitting the side of his face broke Star from his slight trance. He blinked down at it then over at the thrower, “What?”

Lighthoof laughed softly, “Clean up, dude. I don't want you all over my floor.” he smirked as his friend wiggled away from the towel, “No worries, that one is clean.”

The blue-grey pegasus hesitantly picked up the towel, glancing it over to insure his friend wasn't fooling with him, Satisfied it was indeed a fresh one, he began wiping himself clean. “So...uh...wow...That was something.”

Light nodded, “Yeah. Sherry has a bit of an exhibitionist streak in her.”

Star laughed softly as he began to wipe down the floor, “I'll say. I hope she's not going to get you in trouble.”

The tan colt chuckled, “Oh no. She likes the idea of getting caught in the act, not actually getting caught. For all the semi-dangerous places she likes to fool around, she thinks these things through. There's been a few close-calls, but wow does it up the excitement for next time.” He shook his head and tossed his own dirty towel into a nearby hamper. “I know this is all kinda new for you, dude. And under really unusual circumstances, but thanks dude. She was dancing on her hooves in pleasure. I'm pretty sure she woulda ran over and made out with me, if, you know, she wasn't covered in your goo.”

They shared a slight chuckle and Star flopped out on his side, “To be honest, I don't think I would have ever agreed to do this whole thing if it wasn't for Lu...Princess Luna's little prank. So in a really weird, round-about way. You'd have to thank her too.”

Light raised an eyebrow as he slipped from his seat and wandered over to his mini-fridge. He pulled out a couple bottles of Cloudsdale-Rainboom beer and tossed one to his friend. “I guess. Though I can imagine the conversation would be pretty bucking weird. 'Hey Princess, thanks for cursing my best friend with a raging hard-on and forcing him to get his colt-hood sucked off by my mare-friend. Oh and it totally gave him the courage to have a three-way with us.'” he smirked over at Star, popping off the lid of his beer and taking a long draw. “But it's all good dude. Besides, no other pony has to know.”

Star nodded, sipping his own beer and sighed softly, “You really like her, don't you?” he grinned knowingly at the tan colt.

“Considering what I just let her do, and you're sitting here drinking my beer with all your teeth? Damn, bucking right I do.” He nodded, pausing to drink again, “I think I...lo...” he shut his mouth suddenly.

“Come on now, Light. I know it's a big word, but sound it out.” His teasing was met with an intense stare.

“Oh buck-off, dude. I can say it just fine.” Star just stared at him, one eyebrow raised, sipping his beer. “Ok fine you neigh-sayer. I bucking-” the bathroom door swung open quietly, “-love her.”

The pink unicorn giggled, her damp blue mane framing her cute, slightly plump face, “Oh, does she know?” Sherry teased from the doorway. Lighthoof stammered, his cheeks going red as she seductively sashayed across the floor to press her nose with his, “Mmm...yah act like yah've never said those words before.”

He tried to look away, but she gently used a hoof to redirect his wandering eyes back to hers, “I...haven't. But uh...” he smiled at the mare, “I do love you.”

The mare glanced over at StarStep, a pleased smile on her lips then back at her colt-friend, “I reckon so.” She kissed him sweetly, “I love yah too, hun. In fact...” She rubbed her hoof gently into his cheek, “I love yah so much, I've asked Peach Blossom to start dating us.”

Light blinked, his mouth hung open, “Wait, what do you...” The mare kissed him lightly to silence the colt.

“I mean. Because yah've been so good to me and so very understanding of mah little fantasies. I asked mah co-worker, Peach, if she wanted to be a part of our little herd.” She giggled and patted his cheek, “If yah think I haven’t seen how yah stare at that earth mare's plot, yer a right foal.” She treated the stunned colt another loving kiss and turned her head to Star, “Sorry for the delay hun. We'll get started in a moment.” She winked.

Tipping back the rest of his beer, Star set aside his bottle and shrugged, “Hey, no rush. It's kinda sweet seeing you two like this. Makes me a little envious.”

The pink unicorn giggled, “Awww, don’t yah worry none hun. I'm sure the Princess will come around to yer charms eventually. Besides, there's always that cute orange pegasus yah had hanging off yah the other night. Right? And yah could always join our little herd.”

Lighthoof and StarStep shared a look, both grimaced and looked away. This sharing a mare between them was probably a one time thing for their friendship.

Rested and clean, Sherry climbed up onto the bed and wiggled her flanks for the colts, “Well, darlings. I suppose all that's left is for y'all to decide, who goes in what hole?”

Star blinked and turned to his friend, “What does she...oh.” His cheeks heated. “I...thought she just wanted to play with two colts. But, not take them at the same time, same time. I mean...isn't that going to hurt, Sherry?”

She laughed, ducking her head down and raising her rump for another shake, “Not if y'all two massive stallions are gentle with me. I mah justa a cute little ol' mare after all.” She stuck out her bottom lip and batted her eyelashes. “and ah course the plot-pony uses lube.” She gave Lighthoof a little glare.

The two friends glanced at each other. Star cleared his throat, “She's your mare. This is all new territory for me.”

“Light, hun, come here.” The pink unicorn gestured her lover over. He stepped close to the bed and leaned down so she could whisper in his ear. They had a quick little discussion, then Sherry nodded before looking over her shoulder at the other colt, “Star darlin'. How many mares have yah been with?”

He blushed, “Just...one.”

“Oh? Did she ever let yah take her in the plot?” His cheeks grew hotter as he shook his head and looked away. “Would yah like to try it?”

Star could feel his legs tremble slightly, “Erm...I guess? There's so much I haven't tried, so I don't know if I'd like it.”

The mare giggled and rose up to sweep a bottle off the nightstand and tossed it to the nervous colt, “Well darlin'. I'll be happy to be yer first. I'm nice and cleaned out, so don't yah worry none. Just be gentle and it'll be alright.” She grinned at her lover, “As for mah big-colt. Get on up here so I can get yah motor ah going while he gets me ready.”

Lighthoof scrambled onto the bed and began to kiss and nibble with the other pony. Meanwhile, Star looked at the bottle of 'mare-jelly' in his hoof, and then up as Sherry raised her tail invitingly. He shrugged and turned over the bottle to glob a bit into a hoof. It felt a little tingly to him, and clung to his coat and hoof like thick gel. Tentatively he pressed his hoof between her plump flanks, smooshing the glob right onto her plothole. She gasped sharply, her teeth biting onto Lighthoof's ear at the time. Her rear pushed towards his hoof and tail lifted higher.

Sherry's reaction helped to shore up Star's confidence, and in a short time, he was pleasantly rubbing a large helping of the goop around and into her little pucker. She would moan and gasp at his ministrations, biting and nipping at Lighthoof's ears and neck, who in turned became very aroused. His tan wings fluttering to full spread.

After a while, Star halted and cleared his throat, “Hey, Sherry. I don't think I can get anymore in by hoof.” She broke off a passionate kiss with Lighthoof and looked over her shoulder with seductive eyes.

“Mmm...that's ok hun. I think that's quite enough. Rub some on yerself while I help Light here into position.” She sat up, propping a stack of pillows and helping her lover lay back in almost a sitting position, his hard shaft firmly at attention behind his thighs. She raised herself over him, fore-hooves on his shoulders, dipping her hips down so the tip of his cock was rubbing about at her dripping mare-hood. She teased and kissed and squirmed over her colt, lifting herself up when he would roll his hips at her and 'tisk'ed teasingly. Meanwhile Star did as he was asked, coating his new erection in the weird goop, shivering at the tingling warmth it gave his exposed flesh. Satisfied he had did his best to properly lube, he cleared his throat.

Sherry glanced over her shoulder and smiled, “Good colt. Now, line yerself up behind me, and put yer tip in my plot. Just the tip now hun, ok? I'll take care of the rest.” She wiggled a little down on Lighthoof's member, spreading her flower just enough to take his head in. They both moaned softly, then panted at desire to keep going.

Lighthoof briefly looked around Sherry at his friend, “Hey, so this doesn't get weird, dude. You can make out with her on the right side, that's your right. I'll take the other side, cool?” The other pegasus nodded quickly as he climbed up onto the bed, lifting up so one forehoof rested on the back of her shoulder, the other hoof helped to guide his flat stallion tip to her slick plothole. With a grunt, he forced the tip between the petals and groaned in pleasure at the intense tightness. He had to fight his hips from bucking the rest of himself into her.

Sherry gasped at the feeling, then giggled lightly, “Ooooh, mah darling colts. It feels so good already.” She touched foreheads with Lighthoof, grinning. “I'm going to start now. Yah two big stallions sit tight and don't go ah bucking into me till I ah say so. I need to get a little relaxed, alright?” They both murmured their agreements.

With agonizing slowness, the mare lowered herself onto both of their shafts at once. It was torture for them both to resist the urge to roll their hips into the groaning mare. Star was trembling as she got to the half-way mark, gasping, and moaning at the incredible warmth and strange tightness at spots. She halted, panting, then rose herself up slowly, then back down again to the previous spot. With a whimper she wiggled her rump about, sinking another inch onto both their cocks, both her holes spread wide, she'd never felt so full and aroused before. “Ngggh...colts...slowly, yah can start. Be gentle.” She panted while Lighthoof kissed and nibbled down her pink neck, rolling his hip up into her a few inches, while Star seemed to roll his back. The contrast of movements sent an intense shiver down her spine. She began to quiver on her hind hooves, feeling herself leaking around Light's shaft.

The two colts worked their cocks into her a little further, and little harder, but each thrust was gentle and erotic. Sherry was pinned between these two fine pegasi, filled with their cocks, the stinging sensation in her plot turned to pleasure. It didn't take her long to hit her first orgasm, shivering and crying out, she could feel herself gush down Lighthoof's rod, both her holes clenching down hard on the colts. They both took time to hold her tight as she rode it out, pausing in their rutting to kiss and caress her coat and mane. She could feel Star begin to warm up to the idea, taking his turns to nibble at her ears, bite at one side of her neck while Lighthoof ran a hoof under her belly to tease at her mare-nipples and give his perfect lover's bites to her shoulder. It was ecstasy for her. As one orgasm ended, and the colts resumed a little harder, and a little faster, she felt another building quickly.

They grunted, and gasped, and moaned along with her. She felt so loved and wanted like this, and so a second climax slammed her, then a third. By then the grasp of her internal muscles had relaxed enough they were still rutting her during the orgasm. Blissfully she held onto consciousness , willing herself to let these two fine pegasi finish. StarStep behind her began to grunt, wrapping his hooves around her waist and clutched onto her tight as he bucked a final time, driving himself fully into her stinging plot. She whimpered in delight as she could feel his cock throbbing inside of her. A strange sensation filling her insides. Faintly she could feel it begin to leak out of her pucker and dribble down around her widely spread marehood where Lighthoof was still rolling his hips into her while the colt on her back rode out his orgasm.

She kissed and nipped down Lighthoof's neck, pausing near his shoulder to bite extra hard, leaving him a lovers mark, which made the colt cry out and loose the last of his control. So as the cute stallion on her back began to flag and slide from her plot, her lover finally came deep inside her.

Quiet minutes passed and Sherry giggled softly to herself. StarStep was staggering sleepily at the end of the bed, and Lighthoof's eyes were glazing over as he too began to lose the fight against his dropping eyelids. Leaking from both of her worn holes, she reached down to take Star's hoof and coaxed him up on one side of her as she cuddled Light to her other.

Full, dripping and content between her two happy stallions, she gave Lighthoof a thank you kiss, and the three of them dozed off together.