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Occupied Equestria - Midnight
Anonymous
b84260f
?
No.155000
155006 155654
Continuing
2442 replies and 24 files omitted.
Amber Sunset
3397394
?
No.155103
155104
>>155102
Looking up at him, Amber Sunset exclaims, "It was one of the happiest moments in my life." Blushing and pressing her muzzle up against his, she adds, "I think being up on the hill counts as one of those, too."
Anonymous
b84260f
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No.155104
155105
>>155103
He smiles, and rubs her shoulder
"Hehehe, glad I could be there for that"
Amber Sunset
3397394
?
No.155105
155106
>>155104
pony is rubbed

"What's your happiest moment in Baltimare?" she asks.
Anonymous
b84260f
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No.155106
155107
>>155105
"Heh. It... may have been the hill. Or when you asked me to go to the club with you."
Amber Sunset
3397394
?
No.155107
155108
>>155106
The filly blushes. "Shucks, really? I'm honored."
Anonymous
b84260f
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No.155108
155109
>>155107
"Heheheh"
He rubs her more, then pulls her closer. He blushes and turns his head.
Amber Sunset
3397394
?
No.155109
155110
>>155108
She nuzzles his neck, as her hoof reciprocates by rubbing his chest, then lower, onto his belly.
Anonymous
b84260f
?
No.155110
155111
>>155109
“Hehe”
He moves lower, going towards her belly as well
Amber Sunset
3397394
?
No.155111
155112
>>155110
Amber looks down his belly with curiosity as her hoof tentatively reaches lower, to touch his sheath.
Anonymous
b84260f
?
No.155112
155113
>>155111
Individual hairs that move away from his belly are visible this close up. Because of his posture, his belly extends further out. His sheath is visible from this angle, with nothing protruding.

She succeeds in touching it, and it gives way a bit, before pressing back. He twitches, and makes a giggling laugh.
Amber Sunset
3397394
?
No.155113
155114
>>155112
Mustard can feel her breath on his chest. She giggles as well in lewd fascination, pushing his sheath away from him and letting it spring back.
Anonymous
b84260f
?
No.155114
155115
>>155113
Push in - it pushes out. The black resident within starts to come out slowly
Amber Sunset
3397394
?
No.155115
155116
>>155114
She stares at the dark snake as it emerges from its den. She puts her hoof on its tip to feel it expand against her frog.

"It really does fit in there. How do you make it grow?"
Anonymous
b84260f
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No.155116
155117
>>155115
It presses and expands in real time, pushing her frog up

"It kind of just does its own thing" He says, slightly embarrassed
Amber Sunset
3397394
?
No.155117
155118
>>155116
She pulls her frog back, continuing to watch it.

"Ever had it grow without you wanting it to?"
Anonymous
b84260f
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No.155118
155119
>>155117
It comes out a little ways, and then seems to stop

"All the time" he answers
Amber Sunset
3397394
?
No.155119
155120
>>155118
She tries to suppress a guffaw at the thought. "Can you tell me an example?"
Anonymous
b84260f
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No.155120
155121
>>155119
"Well, I mean like it'll happen in school or when I'm out in public. Like today in the pool. We were playing together and you grabbed my sides a few times. And there would have been no way to hide it. So I thought of some disgusting memories, and that kept it in. And we were able to play together."
Amber Sunset
3397394
?
No.155121
155122
>>155120
"Oh…." She thinks back to the pool, where ponies would definitely not appreciate a full view of a stallionhood. "I'm sorry, I won't touch you in public then," she assures with an embarrassed smile.
Anonymous
b84260f
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No.155122
155123
>>155121
"It's okay. I liked it." He says, with a wide, toothy smile
Amber Sunset
3397394
?
No.155123
155124
>>155122
"Hehehe," she giggles as she grabs his sides, rubbing her hooves up and down.

"If you, erm, have a question about me, I'll do my best to answer."
Anonymous
b84260f
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No.155124
155125
>>155123
"Why me?" He asks
Amber Sunset
3397394
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No.155125
155126
>>155124
It doesn't take long at all to formulate a response. "When I told you I was headed to Club Maurice, you didn't hesitate to come make sure I was okay, even though it was kind of scary. I knew then that you weren't just any colt, I could depend on you and you cared about me. You're a stallion."
Anonymous
5a5cd82
?
No.155126
155127
>>155125
“Heh”

He smiles, rubs her side, and leans into her.
Amber Sunset
3397394
?
No.155127
155128
>>155126
"Is there any part of me you're really curious about? You don't get to see a lot of mares this up close, do you?"

She looks at him with lidded eyes, her face flushed. Her hoof leaves his side, the fetlock it's attached to slowly brought up his shaft.
Anonymous
5a5cd82
?
No.155128
155129
>>155127
“Well…”
He looks down, to her belly and between her legs.

“Yeah. A mare has never let me look there before. Or touch there.”
Amber Sunset
3397394
?
No.155129
155132
>>155128
Her belly is covered with shorter hair than the rest of her torso, but her meagre fluff is still enough to conceal her ribs and muscles. Her stocky body, though short in length, is rounder than Mustard and most other mares, and is built for hard work rather than speed or beauty.

He most likely has seen ponies' mammaries in a casual context before, as they don't normally wear clothes, or perhaps seen them displayed in erotic magazines, though interestingly they are considered sexier when covered with lingerie. Amber's are set just in front of her thighs and broader than most but shallow, like rolling hills, unlike some mares' which are narrow but dangle between the legs. Young mares that haven't had foals tend to have smaller teats, so there is a good chance hers will deepen with time. Mustard can clearly see her sienna-hued skin underneath the short fuzz that covers it. Her nipples, however, protrude from their middles like soft-tipped orange cones and are completely hairless.

Further down he gets a good view of her thighs and between her legs. The inside of her thighs has much shorter hair than on their outsides, and he can see veins lacing this muscular yet tender area. Her teats do not exist in isolation but their fuzzy skin merges between her thighs and runs all the way back; he may remember this warm velvet had stimulated the underside of his penis exquisitely. It finally terminates in a slight bulge of bare skin at the very back, marking the start of her vulva.

"If-if you want to now, be my guest," she states, a wide embarrassed grin spread across her face.
Anonymous
5a5cd82
?
No.155132
155133
>>155129
He looks down in fascination, and cautiously moves his hoof towards her. He places it on one of her teats, and presses in. Then he rubs it, and presses again, trying to appreciate what bounce it has. He moves his hoof along the exposed skin, down to the edge of her vulva, and back again.
Amber Sunset
0790afe
?
No.155133
155134
>>155132
Amber shudders in pleasure as he gropes her. She rubs her head against his and nickers softly into his ear.

Her teats are delightfully soft, like spongy or bouncy pillows, and he is able to push them in any direction he desires. As he does so he feels her nipple, initially giving way under his frog, firm up and poke him back. However, her mammaries aren't more than an inch thick, and as he presses in he can feel the firmness of her abdominal muscle. When he moves his hoof lower and back again her legs jitter and she sucks in a breath.
Anonymous
5a5cd82
?
No.155134
155135
>>155133
When she bites his ear, he giggles, and taps her in the belly

He presses in all the way, let’s the breast come back, then does the same to the other one, and then moves each nipple side to side. He spends a couple minutes playing with them, and gently letting her onto her back.
Amber Sunset
0790afe
?
No.155135
155136
>>155134
She laughs at his playfulness and nuzzles his neck tenderly. A wandering hoof happens to end up in his lap; it softly prods his testes, feeling how the sack lets itself be pushed around. It moves diagonally up his phallus, feeling around especially around his medial ring and his tip, before moving back down again. It pulls away only when she's repositioned.

Crotchboobs feel good, and it's his first chance to have fun with them since he was a baby foal. He may happen to wonder, if that's his inclination, how big they'll be after a couple of foals, and what her milk will taste like.

As Amber is let onto her back she gazes into his eyes dreamily, her face still red as autumn. If she's embarrassed it only adds to the thrill.
Anonymous
5a5cd82
?
No.155136
155137
>>155135
His phallus expands, becoming hard again. The spring in his flesh decreases with each touch. His testes move the first couple times they are touched, abd are soft bags of skin with hard spherical centers. He giggles at the touch. At one time, he closes his legs on her hoof after she touches him, though he lets go.

He lays on his side next to her, his left hindleg on the bed and his right leg in the air. He moves his upper body up, supported by his leg foreleg so that his face is over his, and he looks into her eyes.

He continues rubbing, and messing around on her lower quarters, as he moves down and touches her vaginal lips.
Amber Sunset
0790afe
?
No.155137
155138
>>155136
She coos softly as he lies beside her, and she takes a sheepish glance at his fully erect member, now pointed at her face. Both of her hind legs are in the air, though she lowers her left so he has better access to her intimate areas. She suppresses her tendency to squirm at his arousing touch.

When his hoof touches her labia, she grunts and he can feel them twitch against him, leaving some traces of moisture. A strong warmth emanates from her vagina when her lower lips open.
Anonymous
5a5cd82
?
No.155138
155139
>>155137
He reaches lower, until he has the edge of his hoof on her vulva. He moves it even further, placing his frog over her lips, abs feeling both….

And then he pulls his hoof away
“Amber… there’s something I need to say to you”

Amber may now be wondering if she will ever get to enjoy an uninterrupted experience of intimacy after the hill, or of that will be her one experience in her life.
Amber Sunset
0790afe
?
No.155139
155140
>>155138
Her breaths come heavy as she feels her love touch her most intimate place. She looks up in surprise, cheeks red, when he interrupts himself.

"Yes, Mustard?" She implores him with her eyes to be quick about it; her body is crying out to her for more.
Anonymous
b84260f
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No.155140
155141
>>155139
Poor filly is cockblocked by her coltfriend, who choses now of all times to talk about his feelings, just as things are heating up.

"Amber... You're the first filly to approach me like this, to really want me in this way..." He looks away and taps his hooves

"Uh, before we get too into it, well, my mother says that colts who are looking for a wife don't want a used filly. They want a filly who has never been with any other colt or stallion before. I don't know if this is true, but I kind of feel the same way. I would not prefer a used filly. This conversation happens between my mother and my sister every other day" His eyes look away again, before meeting Amber's

"I believe you when you say you are a virgin. I believe me when you say you are not on your cycle and won't get pregnant. I believe you when you tell me you love me. I am flattered that you want me to be your first.. No really, I am. I want to be your first colt... I want to be the first of some filly. I would like to be the one and only of some filly, some filly that I take for life." He looks away, then back

"I cannot say what the future holds. I do not know if we will last together all of our lives, or if we will only last the night. I cannot promise you I will fall in love with you. I cannot promise I will stay forever. I will go along with you if you want to make me love you, so long as you do not disrespect me. But I do not know what will happen. Now that you know that, if you still want me to take you, I will let myself take you. If you do not want me to take you, I will not be offended. If you want to wait, I will wait. I just think it was important I told you that, because I would feel very bad if I did not."
Amber Sunset
0790afe
?
No.155141
155142
moment of decision

>>155140
Whenever there's a big gap in my posting today, it's because I took the opportunity to have a nap

Amber is a filly who, unlike Mustard, never felt release this night. Intermittently she has received foreplay well in excess of what gets a pony in the mood to hump or get humped. Several times she has felt the powerful emotions of passion, betrayal, sadness and longing, and after all this she finally thinks happy endings just might be true. Her appraisal of this colt has been a rollercoaster this night, but following her fainting has only gone upward, climaxing with his very informal (and unofficial) offer of marriage.

In short, the virgin's body is craving to be bred right now, here, by this colt who never sired, anestrus be damned. He can see it in how her eyes drink him in, how her body squirms desperately, how her pugnacious little clitoris pushes through its enclosure. He can hear it in her heavy breaths, her soft whines as he waxes on–though she hangs onto every word. He can smell it with the now ample pheromones her vagina is releasing, enough to keep him twitching, maybe even dripping. Most colts would go ahead and deflower her right there, even if it was estrus, and put a baby in her.

Gradually, her breaths return to normal, her squirms slow down, and her vulva stops winking. It's probably for the best he made a lengthened, corny speech, and it may have been intentional to get her in a more balanced state of mind.

"Mustard, you're a gentlecolt to, even now, think about my future, about whether this might harm me or not." She blushes, this time from being honored rather than stimulated or embarrassed.

"My ma would say the same thing, that good and noble stallions want a chaste mare, one who doesn't gallivant around with others. That colts and fillies should be chaperoned before getting married, so they 'come by it honest' when having foals."

"She didn't talk about it that much, but I did know not to go kiss strange ponies, not unless you intend to marry 'em. I didn't know about…this…this is called 's-sex', r-right?" she asks, this time her blush one of embarrassment as well. "But if I had I wouldn't want it outside of marriage, a lifetime commitment, anyway. What little I have experienced tonight, it's…it's magical, somethin' that feels amazing, but that's more than feelin', it's…a lifelong bond." She breathes in and out.

"On the hill, I didn't know what I was getting myself into. If you–if you took my virginity then, I might begrudge you. But you didn't. And since then, you've shown yourself to be a true gentlecolt in every way, 'specially now. I'll admit I didn't give myself very good ground to present myself as honest, and I could be more honest than I am, but despite that you chose to trust me–I meant it, by the way, that I would never lie to you. You forgave me after I mistreated you so badly, and as much as I mean my promise to never hurt you again, I'm still surprised you'd ever think of marriage after that. I found a lot of the talk of my virginity hurtful, but that you think of it as so important proves you don't want some fling, but something better."

She stares into his eyes, her head raised from her supine position. "I guess what I'm tryin' to say is, you're truly special to me. Get a good look at me: if I'm not the pony you would like to spend the rest of your life with–and I understand fully if you don't want that–that's okay, and we can do something else. But if there's a good chance then…then even if it doesn't work out in the long run, I still want you inside me and I'll take my chances, because you deserve everything I can give to you. I don't know many colts to be honest, but you're special to me, and I think you're the one, and I would be honored if we…if we consummated this." She watches his response intently.
Anonymous
b84260f
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No.155142
155143
>>155141
He smiles at her like she's adorable at first, has a look of concern for most of her response like he is afraid of something, and then smiles at her last words. He takes his hoof, and ruffles her mane.

But at the end of it, he still feels the need to make a follow up question.

"Even though I cannot commit, and it might hurt you with the next stallion, you still want to?"
Amber Sunset
0790afe
?
No.155143
155144
>>155142
mane is ruffled

She thinks about this carefully for several seconds. "Y-yes, I do. You're worth that much to me. I love you, Mustard, not just the touch of your body but your bravery, your honor, your understanding. I've seen who you truly are, now, and I want all of you." She smiles meekly at him; she's still on her back, completely exposed.
Anonymous
b84260f
?
No.155144
155145
>>155143
He looks at her and smiles. Then he rolls over, and stands up on the bed, placing a hoof to Amber's left, another to her right, and then over her lower body, until he is overtop of her looking down into her eyes. His eyes almost glow. He places the end of his snout to hers, presses her lips to hers, and then kisses her.
Amber Sunset
0790afe
?
No.155145
155146
>>155144
Amber gazes into his beautiful blue eyes with intense longing. She lets herself into a gentle, tender kiss, one which has a singular meaning, "I love you."
Anonymous
b84260f
?
No.155146
155147
>>155145
He accepts the tender kiss. But before entering into a kiss of passion, he breaks away so he can be sure his right hoof makes its way down Amber's belly, across her teats, touching her exposed skin, and onto her vulva. He resumes where he left off, more or less, pressing his frog against her soft lips.
Amber Sunset
0790afe
?
No.155147
155148
>>155146
Mustard can feel her tremble as he tenderly touches her; the thrill of touching a member of the opposite sex–one whom you love dearly, no less–in such a new and intimate way is especially titillating to the teenagers, as not only is it an unfamiliar sensation but it carries the emotional significance of stumbling on a forbidden cache of knowledge.

He is able to get a feel for the shape and sensation of her vulva, his hoof pushing through a couple of scraggly hairs on its underside and feeling the warmth emanating from her lips. It's quite a uniquely feeling organ, being purely soft and fleshy yet almost rubbery, no doubt to protect her interior from the elements. She squirms softly when he feels how much give it has, and when her small clitoris gives his frog a kiss she can't help but moan, "Ohhhh~"
Anonymous
b84260f
?
No.155148
155149
>>155147
Mustard abandons his recently assumed posture so he can have a closer glimpse of her lower extremities, pulling his head back, and trying to look at her.

He moves his hoof, and starts rubbing her lips.
Amber Sunset
0790afe
?
No.155149
155150
Spoilered
>>155148
This is not a perspective he has seen before, and it's quite an attractive one. Her legs are spread outward so he can see everything of significance, from her anus, up past her soft vulva, past the shallow peaks of her teats, to her cute little face smiling down at him. She gives a toothy smile, her purple eyes gleaming at him on either side of the white band on her forehead.

However, when he touches her intimate areas she throws her head back with a gasp, then sighing. As her moist lips are rubbed they separate easily from each other and he can catch glimpses of her warm, pink interior. Deeply aroused, her clitoris tries to show itself, but given its size it cannot push her labia out of the way entirely, only showing a little pink nub.
Anonymous
b84260f
?
No.155150
155151
>>155149
He moves even further back, eventually getting off of the bed, so he can looks inside her.

He moves his hoof so that the end of it is pressed inside of her, and he moves his hoof back and forth, pushing her lips aside, and forcing his hoof at least part way into her vagina itself.
Amber Sunset
0790afe
?
No.155151
155152
>>155150
He hears her groan as the even more sensitive interior is touched by his curious hooves. Her vagina is too small to accommodate his hoof fully, at least without a painful amount of force. Trying to get a good look, he sees much the same as before, albeit upside down: up at the top, curved part of her vulva is her small, smooth clitoris, her urethra just below–if he was curious about just where mares peed from–and finally her untouched love canal. Putting his hoof deeper, he can see the ridged walls contract to almost close together, then slowly relax back open as she sighs. He can't quite touch a ring of thin, pink skin which is part of the way down and which obscures a deeper view.
Anonymous
b84260f
?
No.155152
155153
>>155151
For the moment, he is content to touch, and to wave his hoof, back and forth in a repetitive motion, not quite forcing himself throgh.
Amber Sunset
0790afe
?
No.155153
155154
>>155152
Her labia, and the flesh underneath, have some stretch to them, and he can see the folds of her open vagina shift back and forth with his hoof. He can also directly touch her here; the pink flesh feels soft and warm, almost like the inside of a pony's mouth, but it's slick with something that is decidedly not saliva. He can't tell if this moisture is coming from her urethra or something along her canal. When his soft frog waves across those fleshy ridges, she groans as her rump and legs spasm slightly.

"Does it…does it…aah!…look as good as it feels?"
Anonymous
b84260f
?
No.155154
155155
>>155153
He takes his hoof out and examines it, with all of its goo. Then he looks inside of her in all of her glory.

"It's beautiful" He says
And he places his edge of his hoof right back inside of her, rubbing her