Ch. 12

They stood there looking at him in utter confusion. In the corner cowered the pony, who had just withstood getting stabbed, waving his arms at two mares trying to get them to leave him alone. They couldn't believe it.

"Ummmm are you ok?"

Mat stopped and thought, "I don't know, maybe?"

Celestia and Redheart were beyond confused. Mat was happy, if things stayed this way, he could stall them long enough to get away. They stared at him for about five more minutes before Celestia sighed.

"Well this is pointless. It's not worth it if he won't do it willingly." She turned around and started to walk off. Redheart gave Mat one last disappointed look before she turned to walk off too. Mat let out a sigh of relief, followed by a twinge of guilt. He sighed, knowing he was going to regret this later. "Wait!"

The two mares turned around and Mat gulped, "I'll do it."

Both mares faces lit up in excitement. Celestia picked up Mat with her magic and began to carry him back to her room with Redheart following close behind. Celestia set Mat down gently and trotted over to the bed. Mat smiled and followed her. Mat laid back on the bed and Celestia laid beside him. She leaned over and kissed him and the two quickly began making out. Mat moves his hoof down and stroked her cutie mark earning a moan from Celestia. They separated and Celestia stared into Mat's now glowing pink eyes. He leaned in and kissed Celestia again. He felt his member slowly extending as their tongues danced inside each other's mouths. Celestia rolled on top of him, forcing Mat onto his back.

Redheart rubbed her marehood as she watched the two. She saw Mat's member fully extended and smiled. She began to stroke it with her hoof. She leaned in and gave it a small lick. She put the tip of it in her mouth and then began to move the entire length of it in and out of her mount. Mat let out a muffled moan. Celestia broke the kiss and straddled Mat. She pushed his head back and put her marehood over his face. He gave it a small lick which caused Celestia to moan. He thrust his entire tongue into her and her back arched as she screamed from pleasure.

Redheart took Mat's member out of her mouth and positioned herself above his member. She slowly slid his member into her marehood and let and a moan of pleasure. She began to move her hips up and down slowly. She slowly built up speed until she could hear a slap each time she thrusted downwards. Redheart began to moan as she neared her end. She let out one last scream of pleasure as she released all over his member. She slid it out of her marehood and collapsed onto the bed, panting. Now Celestia had her go. She moved off of Mat's face and positioned herself above his member. Before she could put it in, Mat grabbed her and out her on her back. Mat positioned himself in front of her marehood and began to prod it.

Celestia moaned in pleasure as Mat thrust it into her. He started building up speed, earning faster and faster moans from Celestia. She wrapped her hooves around him and brought him in closer as he began to move faster and faster. She could feel the heat building up in her and knew he was getting close.

"Mat, fill me"

She screamed in pleasure as Mat released his seed deep into her marehood. This caused her to climax as well. Her whole body shook as she climaxed. She slid his member out of her and laid panting on the bed. She used magic to clean herself and Redheart, who was completely passed out at this point. Mat's member retracted back into his body and he laid on the bed exhausted. Celestia snuggled into him and quickly passed out as well. Mat out his hooves around her before he too went into a deep slumber.

Frostbite was up against the wall. Twilight stood in front of him, a lustful look in her eyes.

"You know you want to."

Frostbite brought up the one thing he had against it, "Isn't Spike here?"

"Nope. He's at Rarities for the night. She said he fell asleep on her couch so she let him stay there."

"Oh. Well in that case."

Frostbite picked up Twilight using magic, catching her off guard.

"I forgot you could do that…"

Frostbite grinned, "Well I'm glad I could remind you."

Twilight rolled her eyes as Frostbite trotted upstairs, carrying Twilight behind him.

"Shouldn't this be reversed since this is my house?"

"Nope. I'm immune to logic remember?"

Twilight gave up.

"I guess you are."

He laughed, "I'm telling you, the more your around me the dumber you're going to get."

"Nope."

"Well at least you're determined…"

Frostbite laid Twilight down on her bed and got in next to her. He kissed her and began to move his hoof up and down her flank. She moaned as he caressed her cutie mark. He felt her tongue begging for entrance to his mouth, which he gladly allowed. He moved his hoof lower and stroked her marehood, causing her to break the kiss and let out a small gasp. He dug the edge of his hoof deeper into her, making her release multiple moans of pleasure. His member was fully extended now. He slowly ground his member against her as she pushed her head into his chest. He pushed the tip against her marehood and she let out a small eep.

"Frostbite?"

"What is it?"

"Be gentle ok. It's my first time."

He nodded and slowly began to push in. She tightened her grip around him as she felt herself being separated by his member. He gave one last pump which popped her hymen. She let out a small cry of pain and dug her hooves into his back. He asked if she was ok, but she told him to just keep going. He slowly began to pump into her, building up speed as her pain dulled. Within a minute the pain had completely faded and she was thoroughly enjoying herself. She moaned and pushed herself against him as he pumped, making a sound smacking noise each time. She felt herself getting close. Frostbite pulled her in closer as he neared his end. She climaxed and let out a scream of pleasure. Frostbite pumped three more times before he released into her. She moaned as her body was filled with a warm sensation. He pulled out of her and she began to clean herself with magic. Frostbite did the same and the two crawled into bed. Twilight cuddled into him and the two quickly fell asleep…

I know I released these sorta close together, but i felt like this should have been in the previous chapter so I'm adding it now.