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Occupied Equestria - Midnight
Anonymous
b84260f
?
No.155000
155006 155654
Continuing
2442 replies and 24 files omitted.
Amber Sunset
0790afe
?
No.155155
155156 155157
>>155154
It gleams in the light and has a strong musky scent. In fact, being this close, the smell–designed to enrapture mates–is intoxicating, and he may recall fond memories of following mares just a bit too close as they were going through estrus.

Amber doesn't say anything, but he can hear her shallow groans repeat, one after the other, as her chest rises and falls. Her little heart-shaped nub, even if it's not being touched, is regularly pulsing, and he can see her vaginal walls close in on empty air and relax, repeatedly.

Mustard can see her tremulously reach a hoof down and grope her own teat, grabbing it perhaps more forcefully than he might have dared.
Amber Sunset
0790afe
?
No.155156
155157
Spoilered
>>155155
Anonymous
b84260f
?
No.155157
155158
>>155155
For a moment, he stares into the tunnel, enraptured by the sight. But when Amber moves her hoof down, he gets the idea, and takes his other hoof, and rubs her other teat. He presses his hoof back inside of her, and against her labia, rubbing her more intensely

>>155156
l-lewd!

Still cute though
Amber Sunset
0790afe
?
No.155158
155159
>>155157
Amber, who has never touched herself in this way before, let alone be touched by another pony, makes louder and heavier moans. Though she is staring up at the ceiling, in her mind's eye she can imagine Mustard Trim–her special somepony, her one true love–doing such lovely things to her, being united in one flesh forever and ever. Every part of her tingles as it is laid bare, especially the most sensitive and arousing parts, and the knowledge that her carnal secrets are being shared with one pony is as arousing as the stimulation itself.

And then…

She crests over a hill for the first time ever, and realizes she can ride it down gradually or have a total release. Desperate after waiting so long, the choice is clear. Her moans turn into a pleasured squeal loud enough to be heard by the neighbors, if not wake them up, as her shaking rump lifts off the bed. He gets a front row seat to the first orgasm he witnesses that is not his own. Her clitoris pokes out farther than it had before as her vagina clamps down on empty space, staying in that right position. Her urethra spurts forth a thick, yellow liquid in an arc, perhaps as far as his face but definitely covering her hoof, and repeats a couple more weaker ejaculations before merely dribbling it down her vulva, around her anus and dock and onto the blanket below.

In just a few seconds her rump falls back down onto the bed, and her hooves return to her sides. She is taking heavy breaths, giggling just as he had done on that hill. "I think I just…heh…." she mutters, her mind still in a coital daze.
Anonymous
b84260f
?
No.155159
155160
>>155158
"Eeeep!" He jumps at the liquid, and disappears from behind the bed to go to the bathroom.

For some odd reason, Amber gets the feeling that their neighbors are kind of just used to hearing sex noises at 2 AM.

Her colt, her one-sided bonded life partner, returns to the room after quickly washing off his hoof. He jumps onto the bed, and looks to the little filly.
Amber Sunset
0790afe
?
No.155160
155161
>>155159
She gives him a sheepish smile. "Sorry, hehe, didn't know…" she murmurs, stuttered with little giggles. Her breaths are steadier now but still rather heavy. For her part, the liquid does not smell like mare's urine, instead having a distinctive musky odor.
Anonymous
b84260f
?
No.155161
155162
>>155160
He gives an awkward smile of his own
"Neither did I..."

He looks at her, lying on the bed, and looks up and down her body. He again stands over her, legs to either side, and he points his muzzle down to Amber's lower regions as he watches his penis make contact with her vaginal lips, and then press inside of her.
Amber Sunset
0790afe
?
No.155162
155163
>>155161
She certainly looks less restless now and lies there calmly, though not in a frigid sort of way. He can watch his tip push into her relaxed and soft, and now very wet, lips. Amber looks up at him, moaning softly as the main course is finally being realized, feeling his most intimate organ make contact with hers. He may have to push a little lower, sliding down her pink wet entrance to her pleasured sighs, to enter her vaginal canal proper. All four of her legs grab softly onto his body as she looks at him expectantly, her mouth open.

It's easier than he might have expected, helped along by her wetness and extremely relaxed muscles. However, very quickly he arrives at a thin and pliable, but very fragile barrier, and he can go no further without forcing his way past.
Anonymous
b84260f
?
No.155163
155164
>>155162
Once he reaches this position, he stands there in place, and looks to her with hesitation, examining every expression on her face. But then he lowers his muzzle and forces it onto hers, thrusting his tongue into her mouth, and contacting her tongue.

He lowers his hind legs, and presses his hooves in, trying to get the best grip. Then, with slow but very steady force, he pushes into her. Harder. Then harder. With as much force as necessary, he pushes himself all of the way into Amber, as deep into her as he can manage.
Amber Sunset
0790afe
?
No.155164
155165
>>155163
Amber eagerly presses her tongue up against his. However, as he tears through her hymen she can acutely feel it and almost manages to pull her head away as she yelps in pain into his mouth. It may occur to him that this detail might have been a bad idea: had she bit down–she hadn't–he might have had trouble talking for a while.

She also compresses her vaginal muscles once again in response to the jolt of pain, and he can feel her ridged walls squeeze his hard penis tightly. However, with leverage, being partly in already and with ample natural lubricant he can force himself through easily. As the pain subsides and is replaced with new feelings of pleasure, she rejoins his kiss with gusto and her vagina loosens to better accommodate him. He isn't a tight squeeze but they can feel each other most intimately, with Mustard's member feeling every hot, slick ridge he pushes past. Her inside is very warm, almost hot, and a delightful change to the cold dry air.

She groans and shudders in pleasure–heightening his as her vaginal walls tremble and move in turn–as he pushes deeper, his medial ring and finally the edge of his sheath reaching her vulva. He encounters another barrier, this one thicker though perhaps more pliable, but with the length he has left he would be able to squeeze only his very tip through.
Anonymous
b84260f
?
No.155165
155166
>>155164
He pauses for the moment that Amber yelps. But he isn't going to refuse to her what she's asked for, and instead he presses in as far as he can go, ignoring any complaints of pain. He slowly starts to withdraw, and hen push in again, in several slow movements. He increases the pace, though only slightly. He makes loud breathes through his nose as he moves in her, then out.
Amber Sunset
0790afe
?
No.155166
155168
>>155165
Two things are very clear, that she was a virgin, and now she isn't.

Amber looks at him with lidded purple eyes as he makes her his mare. Her hind legs rub along his backside as he plumbs her depths. Her vaginal walls slowly clench around his entire length, her rear wiggling back and forth to rub those two sensitive surfaces together, before releasing him with a sigh. Her front legs also wrap around him in a tender embrace as her tongue enters his mouth now. She tries clenching and relaxing her vaginal muscles in different ways, before finding that relaxing to let him in and tightening as he pulls out is the most pleasurable.
Anonymous
b84260f
?
No.155168
155169
>>155166
As before, Mustard Trim takes Amber's deflowering more seriously than her, and the moment is marked with a frowning expression of dread. But this is quickly replaced by gritted teeth, and small snorts as he keeps up the physical activity. He has made a permanent mark on this filly, and he is going to finish her.

He takes loud breaths, pushes in, and makes a few "Ah!" and other sounds, pushing in and out, again and again. There is a small spurt, and Amber's insides are lubricated just a little better. This might be concerning if Amber were (known to be) in heat. But Mustard Trim presses on, not changing his pattern.
Amber Sunset
0790afe
?
No.155169
155170
>>155168
She closes her eyes, sighing and groaning in pleasure along with the wet sounds of their lovemaking. She has long made up her mind, and has longed for just this. "Oh…harder…please…" she begs in a voice that's almost a whinny. She tries her best to follow his pattern, and though she makes small mistakes she loosens herself to let him in all the way, then tightens to feel every detail of his shaft as he withdraws. Her groans intensify as he presses on, and she can't help but squirm, his penis needing to bend slightly down her tunnel as she twists.
Anonymous
b84260f
?
No.155170
155171
>>155169
"Ah!" He pauses for a moment, breathing loudly, but listens to her plea. He starts again with each thrust faster and further, with more force, in a more frantic pace. He grits his teeth, and breathes loudly through his nose and mouth, making occasional grunting sounds. He presses his hooves into the bedsheets, ruffling them, and spreading out even further to each side of Amber.
Amber Sunset
0790afe
?
No.155171
155172
>>155170
Amber gasps, again and again as she is carried away by ecstasy, feeling him push faster and harder into her, between her sensitive walls, right up to her cervix. Her teats bounce back and forth as he ruts her with animalistic fervor. She is finally fulfilling her biological urge to mate despite every difficulty, and there is no stopping her.

Her hind hooves dig into his flanks as she lets her legs move along with him, wanting him to keep going, and going, and going. She takes heavier and more ragged breaths as she on the bed beneath him. "Ohh…Mustard!" she yells, followed by another squeal that the neighbors certainly heard. He can feel her climax around him as her walls press in on him like a vice as well as a hot wetness around his base and testicles. Moreover, the powerful muscles just behind those soft pink walls take on an instinctual rhythm, pumping him from base to tip. He might be able to not be pushed across the edge after that, but even if he wants to it would be extremely difficult.
Anonymous
b84260f
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No.155172
155173
>>155171
"Ah... Ah... Ah!"

Amber feels a spurt of liquid inside of her, then another, and another one. Mustard raises his head upwards, and rolls his eyes.

"Ah..."

He does not, however, stop. He thrusts forward, pulls back, and thrusts again. Liquid fills her insides, and the friction between the two becomes much lesser. Mustard's semen mixes with Amber's blood as it slowly pours onto her bedsheets.

Mustard looks down to Amber and makes a "hehehehe" that crosses a laugh with a whinny. He does not stop with her, but if anything, increases the pace.
Amber Sunset
0790afe
?
No.155173
155174
>>155172
Amber does not laugh along with him, but is too busy being in the throes of orgiastic passion and moaning loudly. Her clitoris rubs along his wet shaft, sending shudders of pleasure up her spine. She rocks back and forth, as if a ship in stormy seas.

"Yes, y-yes!" she gasps.
Anonymous
b84260f
?
No.155174
155175
>>155173
He lowers his hindquarters to get a new angle on her. He now makes rapid, short thrusts. This higher pace is necessary, because her insides are so wet as to barely have friction, and he will now require eve more stimulation.

He is panting heavily, and mostly looking in front of himself at the wall. Occasionally he looks down to Amber. He looks dazed, and almost out of control of himself. The bed is starting to shake heavily, to the extent it could annoy neighbors.

She can feel his penis not just moving in and out, but hitting every wall. The two are not in sync with each other, so every new hit is in a slightly different place.
Amber Sunset
0790afe
?
No.155175
155176
>>155174
Amber's mane is utterly disheveled, and she looks to be in a daze herself. The pleasure she is in has surpassed conscious description and she remains enraptured by her continuing orgasm even as another seems to be building. Among the sounds of their labored breaths are also the quick squelches of their union, each quick thrust ejecting some of their copious bodily fluids and dousing her rump and tail.
Anonymous
b84260f
?
No.155176
155177
>>155175
"Ah, ah, ah..."

He makes sounds with every movement, and he has only picked up the intensity, keeping the rapid pace, but now moving faster and deeper. The friction has increased as more liquid has made its way out of her. In and out, he moves rapidly, now moving his hindquarters up for a better angle into her.

He whinnies, and closes his eyes. He goes on like this for an extended period of time, until finally, Amber can feel another spurt, and then another. Each is much weaker than what she felt before, with much less coming out. But Mustard stops, and gives a sound of relief.

He stops moving, still inside of her, and breathes heavily.
Amber Sunset
0790afe
?
No.155177
155178
>>155176
Amber's moans as well and rolls her eyes back. Her pleasure has increased as she feels his flare push against her deeper walls, then his shaft directly rubbing against her clitoris as he plunges in at a steeper angle. Unlike with last time, however, her orgasm starts after his, the twitching of his rod and the expansion of his shaft finally pushing her over the edge. Like with his, there is much less fluid and significantly weaker, her muscles gently holding him and helping to squeeze out a few more drops.

She lies there, still lightly gripping his shaft, and looks up at him with tired breaths. "I love you. I love you so much."
Anonymous
b84260f
?
No.155178
155179
>>155177
He moves a few more times, thrusting in and out of her. But he's more or less spent for moment. He is breathing loudly, and is making small laughs, much the same as he did on the hill. His eyes were and are unfocused, moving around in whatever direction towards whatever in the room.

"I... hehe, I might... love you too hehe"

He collapses, and lays ontop of Amber in full contact with her body. He is still inside of her.
Amber Sunset
0790afe
?
No.155179
155180
>>155178
She giggles along with Mustard, pausing for breath. She feels him inside of her some more, appreciating first, how much softer he seems to be now, and second, how much fluid is still in her. Lovemaking is a much messier affair than she would have guessed. Amber holds him tightly with her hooves, feeling how his chest rises against hers several times before she gently flips him onto his side, then his back, with her on top of him now.
Anonymous
b84260f
?
No.155180
155181
>>155179
Mustard whinnies, but let's Amber move him. He is bigger than her, and he has a very dominating position over her, and more or less has her pinned to her bed. But he rolls, moving with her. He doesn't seem to want to pull out of her however. His chest rises and falls rapidly, as he seems to be out of breath. He continues his "hehehe" laughter.
Amber Sunset
0790afe
?
No.155181
155182
>>155180
She doesn't pull him out, but rather lies on top of him. Despite the chill air, her coat is slick with sweat and she holds herself tight to him to share his warmth. She giggles awkwardly alongside him, her face flushed. "This is…this is more fun than I expected. I, uh, like you inside of me."
Anonymous
b84260f
?
No.155182
155183
>>155181
"Hehehehe. Yeah. Me too. I like it"

He has an unnaturally wide grin on his face, and still seems somewhat dazed.

Laying on top of him is considerably more pleasant for Amber than being underneath him. Amber is actually not that far off in weight to Mustard Trim, but he can get over it.
Amber Sunset
0790afe
?
No.155183
155184
>>155182
"Want to, um, do this more often? Weekdays won't work, but, er, how about weekends?" she propositions with an embarrassed smile.

Compared to Mustard she can keep her legs straighter, so it may be a little more comfortable than it is for him.
Anonymous
b84260f
?
No.155184
155185
>>155183
He lowers his ears and looks up at her with puppy dog eyes

"Are you sure weekdays won't work?"
Amber Sunset
0790afe
?
No.155185
155186
>>155184
"Can we sneak it in? And I have to work two jobs…" she says with a worried frown.
Anonymous
b84260f
?
No.155186
155187
>>155185
"That's all the reason more why you'll need it. Maybe in the morning? Uh, the afternoon? Maybe late at night? Maybe there is somewhere to sneak off to?"
Amber Sunset
0790afe
?
No.155187
155188
>>155186
"Morning, uh…I wouldn't want to tucker us out. Afternoon…only time is between jobs, and ponies would notice. After work, maybe?" she replies, uncertainly.
Anonymous
b84260f
?
No.155188
155189
>>155187
"After work is great! I can walk you home, and I can stay by for a little while."

He looks at her pleadingly.

"Maybe there is someway to squeeze in the early morning? Before work?"

Amber likely appreciates this shift in leverage in their relationship, where this colt who wouldn't have sex with her because he wasn't sure he wanted to be her coltfriend, is now practically begging her to let him radically alter his schedule so he can stop by her apartment at strange hours. It's amazing what 20 minutes can do.
Amber Sunset
0790afe
?
No.155189
155190
>>155188
Entire nations have been ruined before by the allure of good sex. Even crazy marefriends may be considered "worth it" because of passion in the bedroom.

"Early morning? Ain't you got school? How will you keep your ma from finding out? Your teachers? Your friends?"

She is wearing a dopey smile as well as she lies on him, her tail sluggishly moving from side to side as if to stretch some muscles. Her insides give a playful little squeeze, letting that part of him feel her strong heartbeat.
Anonymous
b84260f
?
No.155190
155191
>>155189
“Yes. Uh…. Well you don’t go to the same school, so my teachers won’t know…”

He smiles at the squeeze, but he’s at the physical limits of what he can sustain. He is less firm than before.
Amber Sunset
0790afe
?
No.155191
155192
>>155190
"I was talkin' about the smell…you'd have to wash up each time." The air does indeed lie heavy with not just the lingering scent of her arousal but also the strong smell of sex.

"And after work…it's a bit out of the way for you. Are you sure there ain't a place around the restaurant where ponies won't mind if we have a little private time? And how, erm, I wouldn't mess up my dress?"

The young mare relaxes on him, content to wait out his refractory period. She isn't quite sore or exhausted yet, and his sexual pleading is slowly arousing her once more. Her nipples poke into his abdomen as she arches her back and stretches her forelegs out, placing them on top of his shoulders.
Anonymous
5a5cd82
?
No.155192
155193
>>155191
“Oh.” He says. “Uh… it won’t be that bad.”

He smiles giddily at her suggestion

“Yeah, we should look for that. Surely there must be somewhere.”
Amber Sunset
0790afe
?
No.155193
155194
>>155192
Amber looks at him salaciously with those lidded eyes, then nuzzles and kisses his cheek. "I think I'd like that. Just…just bring something to clean up with."

Her warm breath brushes past the short fur on his face. "I didn't know what to expect with that, at all, but it was…it was heavenly. How was it for you?"
Anonymous
5a5cd82
?
No.155194
155195
>>155193
He looks at her almost dopily, smiling widely
“Heh, okay” he says to her first remark

And in reply to her question,
“Intoxicating”
Amber Sunset
0790afe
?
No.155195
155196
>>155194
"Mmm, you're intoxicating," she remarks, going for a slow but passionate kiss on the mouth.
Anonymous
5a5cd82
?
No.155196
155197
>>155195
“Hehe” he pushes her mouth away with a nuzzle, but then goes in himself, moving her muzzle back, and kissing her in a union he does not soon break.
Anonymous
0790afe
?
No.155197
155198
>>155196
She closes her eyes and lets herself be carried off by this simple, yet heartfelt act. Her fetlocks make an attempt to massage his shoulders, and he can feel her contract briefly several times.
Anonymous
5a5cd82
?
No.155198
155199
>>155197
He moves his forelegs around her. He continues the kiss, gently rubbing her tongue. He repositions his hind legs to find a new angle, and starts small humps, though he does so with a kind of insincerity, like he does not intend to commit to it.
Amber Sunset
0790afe
?
No.155199
155200
>>155198
Amber clearly enjoys his embrace as she rubs her chest against his; his hooves can feel the winter fluff of her coat and her now unkempt mane. Her tongue engages in a slow dance and attempts to intertwine with his. She doesn't reciprocate his humping motions, as if she is waiting for him to be ready, but he can feel her clitoris and labia twitch against him involuntarily.
Anonymous
b84260f
?
No.155200
155201
>>155199
Her mane surely hangs down over the colt, draping him in hair. Some likely irritate. He moves his forelegs down lower, so that they are on her sides.

He tries to grab Amber with his thighs, so that he can push her slightly off of him. With this small distance, he starts humping movements, remaining deep inside her, pulling back slightly, and then moving back in. He grows more firm inside of her, and he whips his tail up, and then over to the side.
Amber Sunset
0790afe
?
No.155201
155202
>>155200
Amber gently disengages from the kiss and pulls away from his grasp. At first she leans at a 45º angle with her forehooves on his chest, then she finally pushes herself vertical and whips her mane back. He can see everything on her front, her face, her chest, her belly, her teats, and finally the vulva holding him inside.

She repositions her hind legs to have balanced support on the bed, and then pushes herself slowly up until his medial ring pops out, then lowers herself again with a soft moan. She starts repeating this movement, using more distance than he is capable of alone.
Anonymous
b84260f
?
No.155202
155203
>>155201
He looks up, smiling at her. He moves his legs up to her, holding her legs, and holding her up. He tries to move as well.

"I'm a little spent" he admits
Amber Sunset
0790afe
?
No.155203
155204
>>155202
She looks down at him with a tired yet earnest smile. "It's okay, just relax," she reassures him.

This is not a comfortable position for a pony, as ponies are made to use four legs, not two, but she makes it work with her strong thighs which he can see in detail. This sex-hungry mare is in control here and is rutting herself using him rather than simply being rutted, and she settles into a slow but deliberate rhythm. Her vaginal grips him tightly as she pulls up and partly out, and then loosens as she leisurely lets gravity pull her all the way down until he pokes her very cervix.

With every upward or downward movement she says something lovey-dovey, interspersed with a grunt or sigh, such as, "I…ooohhh…I love you sooo…ah!…much!"
Anonymous
b84260f
?
No.155204
155205
>>155203
The angle absolutely lets him go deep inside of her. Or rather, it lets her place him deep inside. As the liquid comes out under gravity, her grip on him becomes tighter. He isn't as firm as he was a half hour ago, but he at least has hardness left in him.

He has a wide grin
"Heh heh"

That's actually a pretty cute mental image
Amber Sunset
0790afe
?
No.155205
155206
>>155204
A side effect of the position is that whereas before it would drip onto her rump and the blanket before, here the results of his previous intercourse drip down his shaft onto his testicles and crotch, particularly as her sensual lips give him a kiss every time at the bottom of the cycle.

Up and down she goes, biting her lip in concentration and looking between the scene of the action and his grinning face. His lack of complete firmness means he can feel himself deform slightly as her soft ridged walls drag across him, trying to bring him towards the ceiling. Yet it's still enough to let her give him her deepest recesses, surrounded on all sides by delicate pony.

"This is…hhhuh…good exercise," she remarks, shivering from pleasure. "I can…keep this going as long as you want…mmmh…but let me know when you want to go faster."