The beautiful garden was a place of comfort and serenity, but there was little in the way of serenity as Emily sat on the cool granite bench as the unicorn tended his growing plants. Father Blanchard seemed unruffled by the conversation, despite the fact that it had to do with sexuality, instead he was moving from plant to plant and carefully dead heading with little twitches of his horn. He was listening to her, of that she had no doubt, his ears were turned back to her as she spoke and tried to outline her situation without flavoring it with the complicated emotions that she felt about the subject matter. It was a losing battle, but she truly tried her best, struggling along as he continued to nod his head at various points.

The moment that she'd left Lance's place she had wondered what she was thinking about what she had offered them. While Jonathan had spoken it had seemed selfish to assume that Lance would remain alone except for her. Everything she had been taught as a child seemed backwards and strange with the knowledge she had been given. Lance would lead a long and full life, longer than her own, when she passed away of old age he would still be in the prime of his life and then what? Uncharitably she thought about the dog she had had when she was younger, the big happy canine had been her life from the time she was a little girl all the way into her teens. She hadn't been ready when he'd passed away, it had been too soon, he had meant too much. She wasn't a dog, she would be worse.

"I feel like I shouldn't have to worry about this. It's far away in the future and it's...wrong." She managed after a few moments of continued silence. "Marriage isn't supposed to be like this."

<Perhaps.> Blanchard turned his head to regard her curiously. <But the future is closer than you think, and you might find it harder to allow Lance the option when you are older, after all, it would feel like you were being replaced for a younger woman, wouldn't it?>

"I really wouldn't enjoy it at any point." She murmured and rubbed the back of her neck. "This keeps getting more complicated."

<It won't get any simpler I'm afraid.> He answered. <It's a complicated relationship for everyone involved, but I cannot truly disagree with what Jonathan has said. There are many reasons that I remain without a partner, but there is the fact that I would find it... painful to take one and lose them long before I am ready to join them. There is a certain madness that comes over the ones that choose to do so, but many move on over time, they take another lover a year or two years after they have lost their partner.>

"So you think I should?" Emily asked, she didn't know what answer that she hoped for, certainly she hadn't expected a priest to even entertain the notion that this was a good idea.

<I think that you are in a unique situation.> He turned around with his ears pricked up while dropping the last of the dead blossoms. <I am supposed to be a moral guide, but I am also a shepherd for the spirit. There are certain losses that come with being Changed and there are gains as well. One of the many losses is the comfort one has with having male friends, it is a small loss, but maintaining those relationships becomes more important over time. That he has a friend is very important, it's a relief to him, I am sure.>

"So by staying with me I'm destroying that unless I give in?" Emily felt her stomach twist up in a sick knot.

<Hardly. This isn't a situation that you should, or even will, be forced into. It is up to you if you are comfortable with where your life is heading. I would not blame you or fault you if you were not, I can honestly say that it would not be something I would seek out for myself or consider.> Blanchard came to the bench and neatly folded his legs under him, he seemed so relaxed about everything. <What I think you need to consider is your own needs and hold onto them, as well as your morals. Do you believe it is wrong? Will you be happy? There is no reason for you to sacrifice your happiness because in doing so it is only setting everyone up for failure. What made you bring up the idea of it?>

"That isn't very helpful. I offered.. it was just the moment I think. I don't know, I know things are difficult now with the idea of us fitting together, it just seemed like if I... I saw somethings it would make it easier. Now... I don't know, when I go over I just feel them both watching me." She confessed nervously. "I think they're waiting for me to actually go through with what I said."

<I am helpful in that I make you think. What I encourage you to do is really look at yourself and your life. You have accepted so much that I am impressed, Lance seems to be complicated and you have done well.> The priest seemed to think before continuing, his long elegant tail curling behind him. <I think you need to look inside of yourself, think about what you want to expect from the future and what you desire. Get out a notebook, write down the things that you love about Lance and what you are having problems with, compare them. See what is most important to you and what your biggest set back is.>

"A list?" She grimaced and leaned back against the small tree. "I was sorta hoping for something more substantial."

<Emotions are less than substantial, I can't exactly tell you what is right and wrong in this matter.> He inclined his head slightly and she let out a soft sigh.

"Isn't that religion is supposed to do? Tell us what is right and wrong?" She retorted, only to hear the whickering laughter of the priest in response.

<The Lord is here to guide you, but the answers are ones that you must arrive at through

Him. I can no more tell you the answer in this grey area than you could yourself.> Father Blanchard's ears pricked forward as he considered her. <I think you can work towards the answer yourself, but I am always here for you to talk too.>

Emily drew in a breath, she had more questions than answers, and the only guidance that she had was to see where things were heading.

~ ~ * ~ ~

Lance didn't know how to react to what Emily was proposing, it was absolutely outside the bounds of what he expected, and she hadn't taken it back. He had half assumed that in the first day or two she would decide that she didn't want to go through with it, certainly she had seemed shocked when she'd said it, but she had remained resolute. He didn't know what to think about it, the very idea of doing that while his girlfriend watched just didn't seem right, it was cheating, he was cheating on her, but she seemed to be more than interested in the idea. At least, that's what he thought, he wasn't sure of her own thoughts since she didn't seem to want to really talk about it.

It was all compounded with his strong emotions towards Ben. He was constantly trying to weigh and measure them, but there was no measuring them. He was pleased and content with having the other stallion around, the relationship had evolved, Ben was more subservient to him, submissive even. It wasn't as if the other stallion were meek and mild, simply that he gave way when Lance came into a room, he allowed him to have first choice of food when they had it, or the best position on the couch, they still joked and laughed. They were still friends. It was comfortable. He hated to admit it, but if it weren't for his concerns with Emily he would have been content, baffled, but content. Certainly the sexuality of their relationship was confusing enough, but it was the added weight of Emily that made it stressful for all of them.

_I should be thankful for this. _ He thought guiltily as he shifted his eyes towards Emily, hardly daring to move as she leaned in to lightly run her fingers along her cheeks.

Her idea had been an easy one, she wanted to see him up close, she wanted to understand him and his body. At the same time, she wanted to see how alright she was with Ben. They had talked together, he knew they had, there had been every indication that she had taken them both separately to have a quiet word on how she wanted to play out the evening. She wanted Lance and herself to intimate, but she also wanted Ben to join them when things became heated, for the younger stallion to 'manage' Lance so that she could safely see him fully aroused and what it was like. He knew it meant the other stallion's muzzle, and he was both tantalized at the idea of having his female watch him put the other boy into place and embarrassed at just what it meant. She had even gone so far as to admit that knowing that she wouldn't be going so far as to touch and handle him the first time made her feel more confident. How could he refuse her?

"I don't really know how to start." She confessed softly, her cheeks were flushed with a hot

red.

<A kiss?> He offered and tilted his head a little. <It's the easiest place to start, and there is no time in my life that I would not want to kiss you.>

She colored prettily and leaned in closer, one of her hands moving to cup along the length of the belly. They were in his bedroom, and not alone. She wanted to be a part of this, she wanted to start trying to come to terms to what it meant to be with him. He had suggested that they be alone, trying to get her out of what she had originally said, he wanted her to have an out, but she had said she wanted to at least try. Ben was in the room, but not with them, he was settled in the door way with a distinctly uncomfortable look on his face. They had agreed to start slowly, no matter how strange it was, and starting meant with himself and Emily. He didn't know why it was important, but he felt the need to show off for Ben, strangely titillating to feel the weight of the other stallion's eyes on them as her hands stroked along her body. He had no hands to use on her body, instead, he had to use his lips to show her the passion he felt.

She had opted to rest against him right along the line of his forelegs and against his side, her arm along the line of his neck. He was nearly shaking with the sweet alluring scent of her in his nose, but his attention was taken up on the way that her lips were pressed against his own. No matter how conflicted he was over the situation, there was something amazing about feeling her lips pressed against his own with a more ardant kiss that had him letting out a fluttering sigh. She tasted so sweet on his tongue, she tasted as delicious as she smelled, it filled his senses in a way that left him basking in the sensations while he slipped his tongue outwards to run against her own.

It was so hard to keep his body in check as she touched him, he wanted her, the scent of her made him feel nearly animalistic desire that had nothing to do with tender love. He forced himself to remain quiet and relaxed, exploring with his tongue as her own darted out to playfully flick and curl. His tongue was no longer as supple as it had once been, it was broader and heavier feeling as it pushed inwards and swirled backwards again. The slow movements he used were designed to caress over her own, his thick soft lips working and fluttering, massaging and pulling as her fingers dug into his mane. Her body was shifted so close to him, only the thin fabric of her clothing separated them as he let out a soft noise as the tongue tip dragged back out. She was shaking against him, he felt the tremors, he didn't know if they were fear or desire, or both, he knew his own tension was that of desire.

It was the first time since he had been changed that he could think that they were making out, their bodies shifting so that his tail was lashing and snapping behind him wildly. His eyes remained shut, seemingly ignoring his roommate entirely, but he couldn't help but show off. This was his female, his woman, his girl, she desired him, was eager to pleasure him and ignored the other stallion entirely. He tried to throttle that thought down as he pulled his lips back and ran them down her neck heatedly, using the thick softly lips to pluck and rub all the way down towards the nape of the shoulder. His breath came out in in a rush as he tried to shift his forelegs, the movement slow and careful to not scrape her with his hooves.

Emily let out a soft noise, almost a sigh as he worked his lips down her neck and towards the curve of her shoulder, his nostrils flaring delicately to taste the wetness of her scent and his entire body flushed hot. He knew that he was showing, no amount of will power was going to stop his thick pink tip from pushing from his sheath and spilling down beneath his stomach. It was hidden by the soft pillows, but he was struggling not to arch and push into the feel of the pillows rubbing against him. His muzzle slipped towards the edge of her shirt and licked, flicking his tongue out before letting out a shocked snort as Emily's hands reached up and began to unbutton the first few buttons.

<You know we can stop here.> He managed to send the words as his golden eyes were locked on the sight of her hands undoing her soft blouse. <You don't have to go further.>

"I want to." She answered, her voice shaking slightly. "I don't want.. I don't want to do it all, but I have to know that I'm okay with this."

<Ben can go to his room.> Lance offered and swallowed, his mouth dry as he saw the rise of her soft breasts, his entire lower body felt as if it were throbbing with his heartbeat, it was nearly painful as his lungs were quivering and panting.

"I want to know what I'm alright with." Emily turned her eyes towards him as she found the last few buttons. "I'm not going to.. to pledge myself with you and later on say I didn't want this. If I can't, I'll know from the start."

<It's a bit much for your first time.> Lance managed and then shuddered as her hands slid up along his cheeks. <I just don't want to lose you.>

"I can't promise you won't, but I promise that I will do everything I can so you can keep me." She murmured as his muzzle was drawn closer.

He heard Ben shifting, that nervous shivery noise, but he wasn't thinking about Ben, he was thinking about the warm soft breasts that he was allowed to brush his muzzle into. He worked his lips about gently, fluttering and curling right along the edge of her bra and got the sweet rush of her scent that had his cock hardening painfully beneath his belly. If he hadn't relieved himself in the past, if he hadn't found some way to compensate for his increased sexual drive, he might have lost it right then and there. Instead, he was brushing his lips further down as he heard the love of his life let out the sweetest little whimper in his ears.

~ ~ * ~ ~

Emily had imagined what his lips would feel like on her body, but now she was able to feel them working just between her breasts, the gentle caress was nearly painfully pleasurable as she bit her lower lip. She had thought that it would be like having a dog snuffle at her, big and clumsy, but the lips were dexterous as his tongue ran out in a powerful stroke. It was broad and warm feeling, leaving a wet trail against her tongue as she swallowed another noise. If they had been alone she would have been louder, but she had asked Ben to be here, and not simply as a voyeur to what was happening. She flushed as she felt the tongue push further into her bra and suddenly strike right across her nipple, a soft cry bursting from her throat.

She had spoken to Ben alone, though he had seemed ready to run the moment she'd asked to meet up with him. She couldn't blame him, she had used a few harsh words with him before, but when she'd approached him it hadn't been with anger. She flushed hotly and squeezed her eyes shut, squirming as she moved her hands up to run through the silky long mane, caressing and tugging at the locks, feeling the muzzle pulling hard enough to yank at her bra. Lance was getting over eager, she could only imagine just what was going through her mind, but she managed to lick her lips and think clearly enough to pull her bra off.

<Now?> Ben's voice was nervous, afraid, eager and embarrassed all together, but the other stallion's mind voice made Lance freeze and snort hotly.

Emily's eyes slipped open and she sucked in a breath when she realized that her boyfriend had stood up on all fours, his muzzle delved between her breasts and parts of him had flopped free. She remembered what it had looked like when Ben had dropped, the inhuman sight of the shaft hanging down, and now she was staring at Lance's and tried not to feel the sting of fear. It was big, too big, swollen and heavy it was blunted at the crown and swung low between his hind legs with a thick roll right at the middle point. It was pale pink, very pale, with darker points at the tip and thick veins rising up along the velvety looking skin. It was nearly as long as her forearm, thick enough to make her want to push him away.

"Y-yes.." She panted out and a hot tongue pushed along her nipple. She looked over to see Ben standing in the doorway, his eyes so wide and panicked that they didn't match the fact that his cock was hanging down as well. It was nearly slapping against his belly, bouncing back and forth as he stared at both of them with undisguised need.

Lance must have known that she was watching the other stallion, he responded in a way that he never would have used if he had been human stall. The stallion's teeth grazed right along her nipple and tightened just enough to draw her breath in with a hiss of shock, tensing up involuntarily.

<I want you only thinking of me.> His voice was commanding, strange, but she felt the heat of his need pounding against her mind. <Please.> He added the last as if he had just realized what he had sounded like.

Emily tried to answer but the thick lips opened up to catch her breast and drew it into his muzzle, pulling with a light press of flat teeth. It made her ball her fists up in his mane and squirm, she had always imagined his touch with his hands holding her, their light touch gliding over her bare skin. This was so different that she wasn't prepared for the sensations he roused in her. The small whiskers along the underside of his lips tickles and caressed her while she moved a hand away from his neck. She tried to watch him and him alone,

but it was equally hard to ignore the fact that Ben was on the move. They were very alike, though Lance was slightly larger, they were both beautiful looking, sensual, eager and primal. She saw him watching her, his blue eyes fixated on her feverishly as he sidled closer to Lance, almost like he was trying to show off for her.

The lips danced down her belly, she felt the teeth scraping gently. No, there were no hands to hold her, but his lips were far more mobile than she had imagined. She closed her eyes finally and let out a soft moan when his tongue flushed out against the dimple of her belly button. His breath was so hot and fast, she leaned backwards, her back pressing against one of the thick soft pillows as his horn caressed along her shoulder. The feel of it was oddly sensual, it wasn't glassy smooth, there was a faint texture to it that made her reach up and run her fingers around the base and Lance suddenly groaned out and stopped touching her.

"Sor-" She started to apologize for touching him there, assuming that it was invasive or distracting, but she looked down to see an unfocused look in his eyes.

<Don't let go..> His voice was rough and odd in her mind, she felt his need as sharply as her own and she nervously brushed her fingers down along his horn again and watched him shudder. It felt good?

~ ~ * ~ ~

Lance's cock swung up and slapped his chest heavily as the fingers ran over his horn, an erogenous zone that he had never appreciated until her fingers wrapped round him and then he was suddenly on fire. He reached his muzzle down and boldly curled his lips along her pants, feeling the finger tips pulling upward slowly, running with a touch designed to make his body shudder in pleasure. It was intimate, the feelings and nerves in his horn weren't normally so sensitive, but he felt every stroke while his shaft stiffened all the way up and jutted forward beneath him. He watched her, those soft glistening mounds rising and falling, his saliva clinging to them while he worked his lips down lower.

He felt a stab of territorial anger at feeling Ben close to him, he wanted to whip around and squeal, to drive the other colt away, but he locked it down as one of his lover's hands moved to the edge of her pants. She unsnapped the top button and all he knew was the heavenly scent of her, the way her hand was running and caressing his horn. The last vestige of his outrage was lost as he felt Ben's muzzle subserviently nestle along the underside of his belly, the lips plucking oh so lightly that he shuddered and squared his

stance.

He had always felt so confident that he would not behave like those at Ulysses' estate had, but now he was anticipating the feel of soft lips on his heavy member. His body was throbbing, flushed with energy and desire to take the woman in front of him. He had never felt so torn, his body locked in a flush of red hot desire that built and rose rapidly. The only reason he didn't do something regrettable was the fact that soft delicate lips worked up along the underside of his belly, suddenly brushing against the tip of his cock while Ben dropped to his knees, his haunches pushed high in the air. The hot moist mouth opened and Lance pushed his muzzle down, shuddering and muffling his cry against Emily's loins as he felt the first grip of the wonderfully tight tongue around him.

Oh god.. He swallowed a moan and pushed forward before the pants began to push further down along the hips.

It was partially instinct that drove him as he tasted the scent of her mound, and the other part was outright raw desire that he had had since he had first begun to kiss her, been intimate with her. He plunged his thick heavy tongue down along her folds and worked upwards in a lick, his soft lips spreading open to press against either side of the plush vulva. She tasted sweet and salty on his tongue, his tail hiked and snapped behind him as he swallowed that taste, it was sensual, delicious and alluring so his cock pulsed and sent a hot rush of precum spilling into Ben's muzzle before he pushed his tongue out again.

His anger and suspicion at the other stallion was stilled by the feel of that muzzle on the tip of his cock. Ben wasn't a rival, Ben wasn't going to try and steal his female away, his girlfriend, he wasn't even paying attention to Emily, the other stallion's focus was rightfully on Lance. It wasn't quite words that made him solidify his feelings, but he knew that there was no harm in having Ben so close to him. Especially not as the hot muzzle pushed up and offered him a moist sleek passage to drive into his as his tongue pushed downwards again.

~ ~ * ~ ~

Emily balled her fist back against the pillow the moment the muzzle pushed between her legs in the most intimate kiss she had ever experienced. She let out a short cry, her body twitching as the warmth of the tongue pushed her lips apart. She was wet, so very wet, she hadn't dreamed that she would get to this point and still be okay, but she was. She was basking in the sensation of the tongue lapping and pushing over her, roiling and curling, rubbing all the way forward and dragging back out again. It was so large feeling, but soft as it lavished her sleek cunny lips with soft little flutters and stronger pushes, his muzzle was stuffed forward so that she was left gripping the base of his horn and holding on as she curled her upper body forward slightly. Every flex against his horn seemed to rile him up further, she could see his hips hunching forward in a wild thrust.

She was always seeing women stroking their partners horns in public, little flutters and touches that made it seem as if they were holding hands. At the time she had assumed it was a version of hand holding, but now she watched and heard Lance crying out with her touches, his body tense as his tongue pushed itself forward right against her virginal opening. She squirmed backwards and gasped out as the tongue slipped out with a wet noise, her arousal coating along the edges of the lips. Lance's golden eyes opened and met her own, the intensity of the look should have been unnerving, but she watched him and purposefully rocked forward to grind against the tongue and it suddenly flicked up.

He caught right against her clit, her body suddenly shuddered and arched, the movement making her push the horn along the side of her breast as she was startled by the sensation. Lance's eyes shut and he worked his tongue again, this time firmer, faster, sliding and trying to find the spot again for her. The teasing rolling movements almost painful to her sensitive body as she bit her lower lip as hard as she could. Her breathing was coming so fast, she reached out with her free hand and tried to find something to brace onto, and instead of hitting the pillows again, she caught a long warm length of tail.

Ben's muffled squeal made her jerk eyes towards what the young stallion was doing, even through the haze of her pleasure she was startled by seeing the long regal white head tilted up beneath Lance. The dainty muzzle was parted wide around the pink shaft, eyes were shut and his head was moving, swallowing around the veiny girth, the throat almost bulging with the side as he suckled. She had thought that Ben would back out at the last moment, or perhaps be embarrassed by the act as he was by talking about it, but he seemed lost to moving his head, his horn rubbing and grinding itself along the curve of Lance's haunch. It was fascinating and strangely arousing to rub her hands along the long horn and watch her boyfriend's hips plunge forward. Arousing enough that she only then realized she was gripping Ben's tail.

<You can hold it. I.. like it.> Ben's mind voice was wispy and fragile, the emotions that came from him left no doubt that he enjoyed her touch, she could feel how he enjoyed it.

<Eyes on me.> Lance's voice was harsher, demanding and possessive and suddenly his tongue was pushing into her body, taking her breath away. She could only manage one coherent, almost giddy thought through the rising tide of need, who knew that the unicorn's way of speaking meant they could still clearly communicate with their mouths

full.

~ ~ * ~ ~

Lance was humping into Ben's maw, snorting hotly as he felt the lips pushing up higher, the strands of saliva were coated with the copious amounts of precum that was oozing from the tip of his aching cock. He hunched forward, powerful thrusts that drove deeper, forcing the throat to open to him as he felt the hand on his horn move up, pumping gently against him. He wanted to be jealous of her hand on ben's tail, especially when he noticed that she was gripping the base, but his impassioned mind thought only of what it would be like to have her hold the tail base and move it to one side, to have her grip his throbbing shaft and aim him towards the vulnerable pucker. He stifled a noise and ran his tongue tip up inexpertly, unable to control any sort thoughts he was having.

Later, later he could be horrified and embarrassed, but for now he hunched forward and forced another few inches of his shaft into the willing hot throat of his friend. He had thought that he had already embarrassed himself enough with Ben, but now he gave up any pretense that he wasn't enjoying this. The taste of his lover was on his tongue, sweet and delicious, it tasted like she smelled, spurring him on as she let out another one of those little moans that sent a shudder running down the line of his back. He wanted more of it, he needed more of it, he pushed his tongue in deeper and felt walls spreading around his tongue as he lapped, feeling the wetness sliding along the curve of his chin messily. He was blasting out his heated breath against her as she moved her hand and he dimly realized she was wrapping an arm around Ben's hind leg.

He very nearly pulled back, he wanted inside of her, or him, he didn't know which, but he was quivering on the edge of need. Her hips rolled up, dragging his tongue up and over that one spot that made her squeak and whimper, distracting him once again. He had imagined this would be sweet and loving, tender, not fueled with a need that made him rumble and stomp his hind hoof. He lunged forward again, a blind thrust into the gripping throat before Ben was trying to pull back as he sank all the way in to his medial ring. His eyes parted, watching Emily writhing beneath his tongue, her cheeks hot with color, her eyes closed so tightly as she didn't deny him anything.

_If I asked, would she let me? _ He thought, the brief idea nearly making him say it, but what little restraint he had left told him to stop.

It wasn't restraint, not entirely, not when he could feel his flare starting to bulge open wider within his best friend's maw. Ben's body was pressed closed against him, he was basking in the feel of it resting against him, the warmth spilling out over him and the way that the head moved in time with the thrusting wild hips. He pushed his tongue over the folds, spreading them wider, feeling the hand on his horn tightening. He wanted to pleasure her, to exchange what he was being given with his own eager touches, and he tried. But trying didn't give him experience, his licking became sporatic, the rolling of his tongue, the curls upwards, his body was locked in the throbbing need building inside of him.

He felt the familiar surge within his orbs, the tightening of them as they grew heavier and pulled up towards his body, his cock tip blossoming open wide. He shuddered and gave a bucking push deeper into Ben's maw, his mind struggling to hold onto himself. He wanted to feel Emily share this pleasure, he needed too, but there was little he could do about the emerging orgasm save to feel it washing over him as the suckling hot maw tightened over him. The slow drag backwards, the pull and caress that had him crying out in a short rough groan of pleasure. The hand on his horn pulled upwards, the last caress over the sensitive nerves making him nearly black out as the first warm gush of his cum erupted into the open muzzle.

Emily held his horn, his muzzle pressing against the sensual intoxicating scent of her arousal as his shaft twitched and pulsed into the warm wet embrace. It was all too easy to think of himself being buried inside of her as he longed to be. He would feel shame later for those thoughts, for now, it was simple pleasure washing over him. The momentary selfish orgasmic bliss not quite realizing both Ben and Emily were left wanting as he shuddered and pulsed out another hot spill into the gripping maw.

~ ~ * ~ ~

Emily couldn't decide if she felt cheated, angry, amused, aroused, eager, fearful or any number of emotions she felt watching as Lance cried out. His body was locked up, legs rigid beneath him as his tail began to twitch up and down strangely along the line of his haunches. It was such a strange pose, but her eyes were riveted as her hold on Ben's side let her feel the moment he was being flooded. She wanted a closer look, she almost moved in closer, but she remained where she was, simply watching the elegant white throat working and swallowing, suckling slowly while the pink nostrils flared.

Her body was beating in time with her heart beat, she felt on edge, her skin swollen and hot, denied something she had just been on the cusp up when Lance had pulled away. She had imagined this moment as her own body lax with pleasure, not one where she could feel her lips glistening wetly with her arousal and untouched. It was made bearable by the fact that she wasn't the only one that had been denied release, and she was being given a fine up close view in the form of the stallion nearly leaning against her. Ben was dragging his muzzle back, slipping the spent shaft from his muzzle slowly, his face pinkened with embarrassment, or perhaps an echo of her own denial as his cock was still flexing beneath him uselessly.

"Are we done already?" She whispered softly as the pair of stallions remained standing in front of her, one of them looking relaxed and dazed, while the other was rigid and shaking.

Blue and gold eyes both turned to look at her, making her swallow at their intent regard.

_Did I just say that outloud? _

~ ~ * ~ ~

"We don't have to be done, or we can." Emily whispered softly to her lover, leaving Lance slightly tense and worried as he stood trying not to look over her shoulder at the stallion in question. "I just... I want to see how far we can go."

<I... I don't know if I can be alright with that.> He answered honestly and tossed his head a little, the afterglow still making him feel slow and pleasured. He narrowed his mind voice so that it wasn't overheard by Ben. <Watching both of you together.>

He was almost ashamed and flustered that Emily hadn't orgasmed on his tongue, he had been sure that he could coax her into squirming and crying out for him. He didn't know if it was lack of practice, or nerves, or if it was simply that she had been too busy watching Ben, but she hadn't gotten nearly the pleasure that he had thought she would. Her suggestion was one that was simple and confusing all at once. Neither she nor ben had gotten off, that much was obvious, she wanted to see how far she could go touching his best friend. The moment she had suggested it he had felt nothing but white hot jealousy and anger, it was so unexpected and uncharacteristic of him that it had allowed him to take a step back and clear his head before he did something that he regretted.

Ben wasn't a threat, he knew that, the fact that the other young stallion was standing there with wide eyes and not a hint of wanting to scramble up on Emily made him relax. They were his friends, both of them, even before being lovers, it was an honest question for him. After all, it might even be easier for her to touch Ben first, it wasn't as if she had dreamed of

Ben since he had been human, thought about what it would be like to have him in her bed. He was a relative stranger, that's why they were all doing this after all, to see if she was alright with everything, with them, with herself. He swallowed the unhappiness and gave his head a little bit of a shake, one that was stopped as her hands slid up beneath his chin and drew his head closer towards her.

"I'm not telling you that you should watch, Lance." She whispered softly and touched his muzzle with the tip of her nose. "I'm saying that you can um.. well, I really liked how your tongue felt."

<You did?> He pricked his ears up hopefully and shivered as her fingers ran along the edge of the cheeks, caressing back and forth gently. <I know I wasn't that practiced..>

"I did, it just.. didn't last long enough." She let out a shivery breath, eyes looking down with a hint of embarrassment. "I'd like you to continue."

His nostrils flared wide as he drew in a breath and his head came up, this was ground where he felt as if he were more confident with that soft request. She had enjoyed him, his tongue, he had mostly blindly gone after her, but he could be better, he would be better, he just had to learn what gave her the best reactions. He could still taste her on his tongue, it was absolutely intoxicating even with his body relaxed from his orgasm. He could scent her arousal, feel it in the tension of her body as he considered what she was offering. She would be touching Ben, but not trying to get him to do more with her, she would just be exploring.

<Hands only?> He questioned, finding the answer important.

"Yes, if that's what you are comfortable with." She rubbed her lips along his own in a brief sliding kiss that made him shiver.

<And what Ben is comfortable with.> He pointed out and his eyes glanced back towards his best friend. <It's really him you'll need to ask, I don't want to agree for something he might not enjoy.>

"And if he says yes?" She asked, her lips moving against his own, he delighted in the feel of them fluttering against him.

<Then I want to taste you again, as much as I can.> He answered, his ears dark red as he admitted it, a little flutter of his chest making him swallow.

~ ~ * ~ ~

Ben tried his best to seem small and insignificant as the pair of lovers looked at one another with a certain amount of intimacy. It was hard to feel small and insignificant while his shaft was stiff and heavy beneath his body, refusing to listen to him when he tried to get it to soften and retract. He felt frozen as he knew that Lance was talking, he could almost hear the mind voice that was aimed at his girlfriend, but it was kept mostly quiet so that he was shifting nervously. He felt exposed and nervous, the fact that he could still taste the salty seed on his tongue made it hard to think of anything nonsexual. He should have been far more embarrassed about this situation than he was at the moment, but he didn't have room for it.

It had felt so right being near Lance in that way, feeling the possessive and caressing with playful runs that ran along his side. He couldn't quite say why he had enjoyed it so terribly much, but he had put his entire body into the moment of wanting to be beneath the other young stallion. It was dominance and submission, but something a bit more enjoyable than that mixed in. He had been able to feel the waves of pleasure lapping against him lightly, running over his body with the touch of Lance's mind. It had been more intimate than a kiss, the fact that Emily was so close had been just another part of the joining, not the focus. He had assumed that his best friend would wheel around angrily after the 'high' had left him and try to bolt away.

_He doesn't look upset. _ He thought to himself with a flick of his tail, nervously eyeing the stallion who twitch his ears backwards.

"Ben." Emily's soft voice made his wild eyes shoot to her. His entire shift of attention had been refocused, before he had had nearly an impossible time dealing with being around her without thinking of her in certain ways. Now, he was having problems taking his eyes away from Lance. "I have a question to ask you."

<And you can answer honestly.> Lance chimed in, the gold eyes like two compass points fixating on him.

His eyes danced back and forth, swallowing a little bit as he felt exposed, his heavy length bobbing beneath him, swaying back and forth slightly as it didn't deflate a bit with the curious question. If anything, it became stiffer while he hunched his back a bit, his tail drooping down. He couldn't hide himself like that, certainly it did nothing but draw attention to the fact that the thick pink member was bobbing beneath his belly eagerly. The only consolation was the fact that Emily was still obviously aroused as well, he didn't know how he could tell, it was just something that he could sense as he watched her focus on him, the way that she was breathing, all of it.

<Alright.> He mind sent, keeping a tight grip on the emotions that slipped through at a

trickle.

"I want to.. touch you." Emily's cheeks went hot red as she spoke, her breathing still a little fast. "With my hands, that is. See what you feel like, see if I'm okay with how unicorn's are built."

<You want to?> He swallowed and his entire body went hot and tight feeling, finding it hard to think about what was being offered. <I mean, are you okay with this, Lance?>

<Well, I'll be doing my best to distract her from you. I plan on making sure she's thinking only about my tongue.> Lance replied, there was a little edge to his words, but mostly humor as his ears pricked up. <I wonder which one she'll find more interesting in the end?>

Ben swallowed a bit of a laugh, it was inappropriate, but he wanted to giggle at the proffered challenge, but the laughter died as he looked at Emily. She was grinning, but she was also expectant. His world had been changed so very much since he had become a unicorn, every expectation had been shifted about to the point that he sometimes felt as if he were losing grasp of the young man he had been. Those philosophical questions were sliding away as Emily moved onto her knees, her nude sleek form making his heart lurch in his chest as she started towards him.

<Get on your back, Ben, it'll be easier for all of us if you are lying down.> Lance's neck was arched, his body a little tense as his golden eyes remained on her naked body.

He wasn't talking about it being easier on everyone in terms of position, but on what he was alright with. They were both still figuring out certain quirks about their new strange relationship, but he had no objection. His body felt as if he were painfully on edge, his cock even feeling the brush of cool air as pleasurable so that it was awkward dropping down onto his knees. He had to twist his body part of the way down to make sure he didn't flump down onto his heavy prick, rolling over much like a dog, but the way Emily was looking to him made him feel less like he was a dog, and more like he was something desirable to the girl. It was a new and exhilarating sensation to have a girl look at him in that way.

~ ~ * ~ ~

Emily felt the tension between the two stallions, it was palpable, but she tried to walk the line between them. She wanted to know what he felt like beneath her finger tips, how it felt to hold him, touch him, the shaft was so different from what she had expected. At least if she flinched with Ben it wouldn't hurt Lance's feelings, she could take her time, she could be worried or concerned, she could work things out on her own pace without fear that the smallest flinch would make her lover turn away entirely from her. Ben looked at her with trusting and eager eyes, he wasn't worried about the situation so far as she was concerned, only about how Lance felt. She swallowed, gulping down a breath to steady herself as she heard the hoof steps behind her, the warm breath tickling along the line of her bared ass as she moved onto all fours.

She shivered at that, it was so primitive to feel him brushing his muzzle against the bare curve of her ass in a gentle caress. Lance had changed, she had to face that realization, there was no escaping the shift in personality and reactions, and it was up for her to understand if she was alright with it or if he was no longer the man she loved. It was hard to think she didn't enjoy it when the muzzle was sliding along her and almost helping guide her towards Ben. The other stallion was on his back as he had been told, not that he seemed to be bothered by the fact he was on his back in a more relaxed position with his forelegs tucked up close to his chest, his hind legs splayed to either side to frame the pink length resting against his belly.

She felt the tongue flicking out to lightly run along the inside of her inner thighs, brushing against the soft supple skin to startle a shivering cry from her throat. She felt the gentle touch teasing over her, lightly caressing over her with the occasional brush of the whiskered edges. They offset the feeling of soft velvet lips against her, the warmth of the breath, the way that he caressed her with the utmost gentle touch, designed to make her respond. It was a gentle touch as she moved in closer to the white form, feeling the way that Ben was watching her.

<You can stop at any time.> Lance murmured soothingly to her, his warm tongue swept out and ran along her ass cheek to make her tense and shiver in delight at the way that it traced down between her legs.

The stiff pink length was out again, but this time she didn't avoid looking at the way that it was draped against his belly and chest. It was entirely equine shaped, a fact she'd rather embarrassedly learned by surfing online and finding the wealth of pictures and videos of unicorns and their women. She had never been so embarrassed as she did the day she'd looked them up, she'd locked herself in her bed room and made sure her parents were asleep and the volume was all the way down, it was still embarrassing. At least it had prepared her for a lot of what was about to happen.

Her cheeks turned deep read as she reached out a hand and brushed it right along the line of his stomach and right beside the length. It pulsed as her fingers reached out, throbbing and pooling a bit of wetness that ran down along the line of the belly. She didn't want to grab at the tip, not right away, she moved to brush her fingers along the silky looking base. Just as she touched the warm smooth flesh she felt a tongue pushing between her legs, startling her into a high pitch cry as the broadness scraped right between the plush outer lips and spread them open wide. She swallowed a moan of pleasure, fingers moving to curl around the turgid length, holding the stallion in her palm.

~ ~ * ~ ~

Ben nearly squealed when the hand wrapped around the base of his cock. It wasn't simply for pleasure, it was nearly too much and too little wrapped into one as the hand clutched around the base of his cock. The fingers squeezed him, but they didn't move up higher, they didn't begin to stroke him, they rested against his tender shaft while he nearly kicked out so he could buck up in the air. They were so gentle as they brushed against the silky flesh, the precum began to drool down along the base of his shaft and trail towards his upper chest as he heard Emily crying out, her voice soft and sweet as she seemed to rock backwards greedily against the stallion.

He couldn't see Lance's head, the other stallion's head was ducked down, but he knew what his friend must be doing. He nearly felt a pang of jealousy, but he was, instead, filled with a sense of need as the gentle fingers began to stroke upwards along the length of his girth. It was so tentative that touch, he knew she was doing it to explore, but he wanted her to do so much more. His mind was filled with a hundred things that she could be doing to give him what he wanted, but he remained still and shaking, his nostrils flaring wide and quivering as she reached the middle point and her fingers wrapped around the ridge that stood out there.

"E-easy..." Her voice was trembling as she stiffened and the fingers suddenly closed down around him and gave a squeeze in reaction.

<Are you alright?> Ben asked, his mind voice thinned down to barely a hint of his emotions threatening to surge into the forefront of his thoughts.

"Not you.." She panted and looked up at him, her lips were parted to show the bare tip of the tongue, her breathing rapidly fluttering while there was a sudden push upwards.

<She means me..> Lance's voice came to him filled with smug satisfaction before Emily cried out again, her voice coming out so sweetly that his own cock began to quiver and leap upwards against his cheset.

She was shaking, her free hand moved up to rest against his side while the fingers moved higher and higher, delightfully dancing along the veined length as he was nearly screaming for her to go higher. He kept his pleas in his own mind, refusing to let them go while he shuddered and trembled. He was so sensitive, just the caress of the finger tips was enough to nearly make the tip of his cock flare open. She danced high enough she was right up beneath the ridge of the tip, rubbing around the underside with a gentle rub that teased it's way back and forth, dancing along the lines before she moved backwards with a slow drag that had his entire body going tight and shuddering.

She was crying out softly as she touched him, her eyes never leaving the length of his cock as another hot splatter of precum welled up and let out another rush that hit against his forelegs. He tucked them down close, the world narrowing down to the way the fingers were running down towards his base again. They danced in a circle, moving along the base, wrapping as far around him as she could go so that she was pushing back against his sheath. He was sensitive there, but not nearly so sensitive as his cock tip, it was more frustrating to feel how she was massaging and squeezing him, her little noises only doing more to get him worked up. His ears flipped back tight to his head and he let out a shrill whickering cry as she began to run up towards the blunt tip again.

~ ~ * ~ ~

Emily was impaled on thick unicorn tongue, the lips were pressed to either side of her cunny lips as the thick length plunged in deeper and deeper, swelling her passage with the sheer size of him as he groaned out against her. She was riding back against him, her position of being on all fours gave his tongue access to her swollen clit as the tongue slashed out with a stroking push. She was so slick, she could feel her wetness that was sliding down along the length of the tongue, coating it messily before he curled the tip right along the tip. Her inner walls flexed around nothing while she struggled to keep her attention on Ben, despite her boyfriend doing her best to keep her distracted.

The length was jutting out against her palm, it was soft and velvety, even silky feeling as she moved upwards, the skin run tight around the member that was quivering and twitching in place. The little jerks and jumps sent out more of the wet gooey stuff as she moved towards the cock tip again. Her finger tips danced lightly, hearing the stallion let out a ragged cry as the hips suddenly jerked forward and her boyfriend's tongue pushed forward. She was suddenly pushed against the other stallion, her bare breasts brushing right along the hind legs, her hand dancing up higher in the air. Her palm reached up and cupped around him, feeling the wet slippery strands clinging to her digits as Ben let out a noise and tried to twitch his hips forward.

The prick had seemed frightening and strange the first time she'd seen it, alien enough to scare her, but now that she was holding him she felt more secure. It was oddly shaped, true, but she heard the stallion groaning out needily and felt his tension. She gathered up the precum, it was drooling down along her palms before she pulled backwards and drew the length towards the base with a rub. The wetness was smearing over him, messily covering his length all the way back towards the odd ring right at the midpoint. She felt how he stiffened under her touch, the slight quiver and flex encouraging her to grip around him and squeeze towards the cock tip again.

The tongue dragged back outwards and curled up just inside of her passage, stroking a place that made her walls contract down around him, molding along the thick appendage. Lance groaned out behind her, his breathing puffing out before he pushed past her tight muscles and started sink in deeper. He was gathering up her juices, she was so slick as her muscles gave little quivers and twitches of pleasure, trying to adjust around him before the drag back pulled over that spot again. The velvety outer lips pulled against her, working and rubbing, occasionally burnishing right along her swollen clit as she arched her back and then pushed back against him again with a whimpering moan.

It didn't take him long to work her back up again, the brief interlude that had begun to cool her down was forgotten as he curled his tongue together and stroked it back out with a wet slurping noise. Her finger tips worked up along the glans, the finger tips spreading along the opening with a light brush that ran towards the dimpled opening of the urethra. She curled her fingers along the edges and pressed the tip right at her palm, feeling the intimate dribble of precum running from the tip and smearing in wet strands. She gave a gentle squeeze against him, rubbing as Ben whickered out and his hips went tense as he tried to push up against her touch. She was pushed forward while Lance's tongue began to swirl up towards her clit, making her cry out and tense, every time he worked the silky appendage over the nub. Slowly, she moved her other hand up to wrap around the turgid length.

~ ~ * ~ ~

Ben couldn't think about behaving himself, if he had been on all fours he would have been wildly thrusting into the hand that reached up to wrap around his cock tip. On his back, he had limited movement, but Emily was more than happy to give him what he wanted. His eyes remained closed, head tilted back as he let out helpless noises deep in his throat, feeling the way that the fingers danced their way along his swelling glans. He'd never felt any like it, those nimble fingers were so gentle against him, rubbing beneath the underside of his bulging glans and gathering up the wet precum before they danced backwards. His shaft was soon slick and slippery, her hand easily moving along him and creating all new sensations for him.

Her little cries were a spice to her touch, the heat and need that came from them making it all too easy to envision more heated fantasies. He grunted and groaned out, his forelegs tucking in closer as a second hand moved to wrap around the base and gave a firm squeeze. The other hand was working along his cock tip, the gentle pumping that massaged beneath the underside of his cock tip, a thumb pulling upwards to circle around his narrow opening, spilling goopy rivulets of precum down along his length and over his chest. She was pushed partially over him, his eyes snapped open as she was pushed above him, partially slipping between his hind legs as she was crying out, her body rocking slightly.

He couldn't see what Lance was doing, he could only hear the reactions and see the look on her face as the hand on his base reached up towards the medial ring. His cock tip was trying to blossom open wider and wider, her fingers were containing him and squeezing down. She was rocking partially over him, just barely sliding right between his legs as her soft bare breasts brushed right along the swell of his pink and white orbs. He felt them, felt her there, it was so close to what his mind was envisioning that he was drawing his hind legs in closer to her body, the shudders rocking through him while his cock became larger than her spread hand.

She moved down, wrapping right beneath the underside as he began to grow thicker and heavier, his veins standing out. His eyes closed tightly as his orbs began to churn, tightening while the girl was rocking forward against him, her body squirming so intimately close that he wanted to grab at her with his forelegs. Her fingers reached up, the suddenly rub drew deliberately along the line of his flaring dick, squeezing tight with a suddenly clutch of pressure that had him arching. He couldn't stop it, he couldn't even get a warning out to Emily, it was all erupting too fast, building up to the point that his mind was being pushed under the rush of heat. He squealed out, the sound bursting free from his lip before his balls heaved up and suddenly sent a rush of cum pushing up the length of

his spire.

Her fingers wrapped round his cock tip, partially blocking the opening as he began to throb and quiver, the movements suddenly sending up a stream of thick gooey seed spraying out towards the cupping hand. He didn't send ropes uselessly splattering upwards against his chest, they were caught against her finger tips and spurted out between them. Emily let out a shocked noise, her fingers moving and shifted away as he began to cum, his balls heaving up as her messy hands wrapped around the medial point of his prick and helped squeeze more and more from his body. Ben was shuddering, his world going dark with the sheer pleasure of being held this way.

~ ~ * ~ ~

Emily felt the cock tip spreading open against her hand, she nearly let go, her eyes wide and watching as the entire cock spread wider and grew thicker. It was doubling in size along the tip, she wasn't prepared for just how big he could get, her fingers were stretched over him, trying to handle the sheer size as the girth began to throb and fill out wider and wider. She nearly let go as he cried out, instead, she was left feeling the way that the opening jutted out along her palm. Lance suddenly drove his tongue back inside of her again, the powerful thrust pushing into her body so that she was being pushed forward against him.

She felt the warmth of the orbs against her breasts, they were so full feeling, soft and velvety, it was a brief distraction before the tip of the cock suddenly twitched and the hot thick seed erupted from him. It coated her fingers, slippery and hot feeling, it was spraying out in jets against her while she held him, squeezing down tightly to feel every intimate throb and quiver. It was sticky feeling and warm, coating her palm rapidly and running down along the line of her wrist, messily smearing against his cock until she was forced to slip her fingers downwards. Her eyes were wide as she watched the splatter running up to coat the white hide, feeling the weight of it in her palms before the tongue dragged from her body again.

She groaned out, her body tensing up as her lover pushed his tongue along her clit and then she was treated to the thick soft lips resting on either side of the sensitive bundle of nerves. She writhed, twisting and pushing back against him as her stallion let out a low noise, the vibrations ran along the length of her passage, trilling and treating her to an entirely new sensation. Her inner walls contracted down, squeezing around nothing as she moved her hands away from the softening cock. She reached down to hold the hind legs, they helped brace her while Lance began to work his tongue harder, sliding and rolling, as if he were trying to concentrate on the places that made her cry out. She helped him as best that she could, turning her hips, twisting them slightly, arching up and then rocking backwards as he pushed more firmly down.

She knew what felt good when she did it, she could anticipate the movements, understood where her fingers would go and the speed, the stallion was an unknown, she could no more predict his movements than she could control him. Sometimes he pushed down harder than before, grinding against her so that her entire body went rigid and then he'd suddenly push his tongue back into her, glutting her and stretching her body. She swallowed a noise, her breathing came in short bursts when he dragged his tongue back out again and caressing somewhere that made her cry out. Her body was tense and shaking, she could feel her heart beating in her chest and along her cheeks, she felt flushed and swollen every where.

When Lance licked upwards, he used just the bare tip of his tongue catch on her swollen clit, running over the edge and slipping up with a touch that made her arch. Her eyes widened, her body tensed, she felt the need starting to build but he was already moving down. She didn't let him, she shifted her hips and moved them up just enough that the startled stallion felt his tongue pushed right back to her sensitive clit. Emily dropped her head down, not really thinking that she was partially over Ben, she only felt the way that Lance worked his tongue in a swirling stroke over her, gliding and rasping upwards, the heat and wetness combining together in a riot of sensations that made her stomach muscles go tense.

It was that familiar build up, the furious rapidly approaching peak that she knew from touching herself, that's when she would move faster, her fingers would dance over herself without control, powering towards her climax while her mind was a whirl of a thousand different sensations. It wasn't her fingers this time, it was the tongue that worked down, the lips that kissed her in the most intimate way possible, his heat and desire poured over her. She didn't want him to stop it, she couldn't stop it, she wanted everything he was willing to give her. She dropped her cheek down, something wet brushed against one edge before her stallion's tongue pushed up again, this time at just the right angle, and that's all she needed.

Her inner walls began to throb and contract, small bursts of movement that started deep in her belly along her cervical opening and then poured over her in such a way that she let out an uncontrolled cry. She went tense, her back bowing, every muscle locked into the one glorious moment where her nerves were alive, small bursts of adrenaline exploded and kept her going at that height. Normally she would have stilled her fingers, the sensation of being touched there at the point of orgasm and just beyond was almost painful, but Lance's tongue continued. He didn't linger on her swollen clit, he sought out the slick sweet wetness with his tongue, pushing it through her quivering passage and rubbing over her muscles.

She felt his groan, felt the way that his tongue lavished her with full powerful strokes, working back and forth, dragging out mouthfuls of her honey and made her pleasure linger. He drew it out as she rested her head down against a heaving belly, her cheek wet feeling, but she only cared enough to move to one side, whimpering out when his tongue gave another gentle lavish stroke, running over her, making sure that he caught every bit of wetness that he could find with the light movements. She was shaking, her entire body trembled as she placed her hands to either side of the stallion and felt her lover's tongue pulling back after a moment, his breath so rapid against the bared curve of her rump. <D..did you cum?> Lance's thoughts were chaotic with emotion, hope and fear mingled together as if he were half terrified he'd done it wrong.

"You did.. you did so amazing.." She panted and opened an eye to see Ben peering down at her, the other stallion's ears pricked up a little bit, his face looking red. She began to move, her legs no longer wanted to hold her up so she managed to shift to one side before the colt protested.

<You're not bothering me. I don't mind.> Ben's voice was very very soft, not unhappy, just soft in her mind. Lance rubbed his head along her bare back gently and began to move up beside her.

She opened her eyes, flushing as she realized she was staring at the softening pink shaft resting against Ben's belly, but she didn't linger at the view there, but looked up to see Lance as he came into view. His muzzle was damp, his eyes wide and almost frightened as he dropped down beside them, the warmth of his body brushing against her own as she tried her best to find a comfortable position for all three of them. Pink spots started on the edges of her cheeks as she moved about, it was hard not to look at the mess they'd made, what they'd done.

She kept waiting to feel the need to get up and bolt, but it never came, she remained resting in the nest of their curled legs, unsure of anything except how good it felt to have their warm bodies against her.

~ ~ * ~ ~

Lance woke up in the morning to an ache in his jaw and even along his tongue, it was faint, but there as he stirred and felt the warmth of Ben's back rising and falling in a familiar pattern beneath his chin. He didn't want to wake up, he couldn't even figure out what had managed to stir him awake, but once he felt the aching jawline he opened one of his eyes and tried to figure out what was wrong. His mind was thick with sleep, heavy with it, half dreams had come and gone through fanciful flights and even nightmares, making him unsure of just how real what he was looking at really was. A warm arm was cast over his side, a head pillowed along his shoulder so that he had to be careful about how he moved or he would roll the head off and stir the dreamer.

_Emily. _ His mind became more awake as he looked down at her sleep tousled hair and the way that she was nestled against his side.

She didn't look comfortable in her current position, but at the same time, she did. She was tucked in at just the right angle that she was nestled between both of them so they were both pressed against her. She was facing him, her arm over him and her head on his shoulder so that her face was partially hidden by the errant strands of his mane, for all the world as if she didn't have a care in the world. Ben's head was tucked down on his curled forelegs, turned ever so slightly towards both of them with his horn carefully aimed away, just as he always slept, but he seemed more relaxed. Emily's free hand rested on his neck, her fingers twined slightly in his mane. Neither one of them stirred as he raised his head up and gave an experimental stretch of his jaws, working them a few times and feeling how the muscles had been well worked over.

It was so strange waking up to her beside him, a gift he hardly dared believe was real as he kept his movements very slow and still so as not to wake her. There was no sense of loss as he watched her, whatever expectations he might have had for falling asleep with her weren't missed as he simply felt relief and love. She had had a chance to leave the night before, though, she had seemed happy, he had half expected her to back away once the passion was gone. She hadn't, she had offered to bring in her laptop and bring up movies to watch in the comfort of the bed, not even going for clothing as she had nestled down with them.

His eyes slid towards Ben and the curious mixture of emotions he felt. He should have felt jealousy or envy, even as a human the idea of his naked girlfriend nestled up to another young man was unbearable, but neither stirred. They were both curled towards him in a way that made him want to nestle back in and sleep, not question too closely the how or why things had happened. He hadn't been comfortable at first, the night before, but in the midst of the eager desire and raw passion things had shifted. He had been able to concentrate more on the desires of Emily and less on his worries about Ben. The worries didn't seem so large now that he was curled up with them, the quiet room making his eyes sag slightly. They were his, it was a strange thought and feeling, but it was still there and it made him arch his neck with quiet pride.

<Lance?> Ben's mind voice was barely a thread through his own, soft enough that he knew that Emily wasn't meant to hear. <Are you okay?>

<A little sore, but nothing bad.> He answered in a like tone, turning his head slightly to see the other unicorn's eyes were open, but he hadn't lifted his head.

<That's not what I meant.> Ben looked up at him, if he lifted his head he would have disturbed Emily's other hand.

<I know.> Lance shifted his head down, making it easier to watch his friend carefully. <I.. to be honest, a little weirded out, but not really. If that makes sense?>

<A lot of sense.> Ben let out a sigh. <I'm weirded out too, you know. I'm not.. I wasn't into anything like this. Before..>

Lance grimaced slightly, he couldn't help but sympathize with that statement, neither of them had seemed to have those particular inclinations. Living together had changed everything, the world was on less steady ground than it had been, it was wilder and stranger than he could possibly imagine, but at the same time, he couldn't truly feel alarmed. Perhaps it was the aftermath or the sleepiness, but looking down at Ben so close to Emily it just felt strangely secure and right. The warmth of their bodies, they created their own little reality, their own little home.

<Neither did I, but does it bother you?> Lance shifted and moved so that his chin rested right along the curved back again, it was simply natural to place his head there, neck resting over Emily. <It bothers me when I really try to remember being human, what I was like, but it only bothers me because I know it would have bothered me then. If that makes sense?>

<Bothered because you knew you'd be bothered in the past> Ben asked and let out a soft sigh. <I guess that makes sense, I thought it was just one time, you know, just a burst of us not knowing how to control each other. Not too unlike the colts back at Ulysses' when they were.. doing things. I thought 'I guess I understand now', and it's not just that. Last night I wasn't feeling out of control or frozen, I just liked what I was doing.>

<I like you here, I like you... here.> He put stress on the term here. <In my room, like this, it's nice. I like that you sleep in here next to me, I like that you were with Emily and I, it felt

like something...>

<Bonding. I liked it too.> Ben admitted and turned his head a little, eyes looking towards the wall. <I don't want to steal Emily from you, or you from her, but it was very very nice what we had last night. It felt better afterwards ,watching the movie, touching all together like that.>

Lance let out a breath he had been holding and offered a smile, at least as much of one as he could give and rubbed his chin against his friend's back. He drew in a breath, his room was a trifecta of interesting scents, all of them mingling together to make him draw in a deeper one. There was a smell of home, of people he loved. He froze as he rubbed his chin, his own mind throwing out the word easily, without hesitation. Love. He still didn't know how Emily really felt about everything, but he could hardly think she had disliked it, if she had, surely she wouldn't have spent the night with them so readily.

He shivered slightly recalling what she had tasted like on his tongue, he hadn't known what he'd been doing with her, it had all been just movements frantic and darting, trying his best to gulp down the taste of her without any clue as to how far it was all going to really go. He hadn't had a plan, he was ashamed to think of how clumsy his efforts must have been, but eventually he had sorted it out, after he had stopped trying to pay attention to what she was doing with Ben. He had wanted to see what she was doing, how she was reacting, but that distraction had nearly ruined it all, once he stopped caring, he had been able to give himself over to just exploring her. He licked his lips, flushing a bit as he imagined the faint taste still there waiting for him.

<I liked it as well. Very much.> Lance murmured softly, his words quite quiet and delicate, barely a whisper through the mind.

"I did too." Emily's voice was thick with sleep, making both stallions freeze as she moved between them both.

Ben's head came up as she stretched, the movement slow and sultry seeming, or perhaps it was his own imagination as she stretched between them and arched her back like a little cat. He was tempted to reach down and lick her belly as it was pressed towards him, almost inviting the touch. He didn't, he didn't want to startle her while she was waking up and likely still orienting herself to what was happening. Ben's head was nearly bumping against his own as they craned their long necks back to regard her when she moved to press her back up against Ben's side and her legs tucked up against his own. It gave him... a rather shameless view of parts that had him flushing and struggling to maintain his attention towards her eyes and face. The last thing he needed was to greet her with a more ardent emotion.

<Ahh I thought we were being quiet.> Lance offered sheepishly and reached out to brush his muzzle along her cheek. <I didn't mean to wake you.>

"I don't mind." Emily brushed her fingers along her eyes lightly, rubbing a few times. "I've been half awake for a while, mostly just enjoying having a lie in."

<You weren't uncomfortable?> Ben asked, his ears twitching up, he looked instantly nervous. <I tried to be very still for you.>

God, they barely know each other. They've been around each other, but never alone or talked at length with one another until now. _ He thought with some amount of chagrin. _Now they've all

but slept together.

_ _

"No, you were fine, you're both better than blankets." She pushed her hair from her eyes, her cheeks coloring quite brightly. "I just heard some of what you were saying, I did enjoy what we did together."

Ben was going quieter, he didn't seem uncomfortable, just nervous as he remained very still against Emily's touch. He hadn't thought about how little they really knew each other the night before, and now they knew each other very very well indeed. There was no denying just how they had come to terms with one another, but that had been in the heat of passion.

This is insane. They don't know each other nearly at all. He flinched a little bit and turned his head to brush his nose against Ben's cheek as well.

<Relax, she won't bite.> He offered his friend and felt his girlfriend stroking along his neck. <At least it seemed to clear some air between us all.>

"It really did." Emily murmured softly. "I really did enjoy us all.. together. I didn't expect it'd all feel so good, but it did. I was sure I'd go running once I touched Ben." Her cheeks were coloring more prettily than before, making Lance prick his ears up a little bit.

<Did you enjoy him?> It felt so strange saying that, even worse that Ben nearly choked and his movements shifted Emily about. <I mean.. I know you were worried, that things wouldn't be right and you'd not be able to do much.>

"It was different. It was arousing, I can't say it wasn't, I enjoyed it even." She trailed off a little thoughtfully. "He was very soft feeling, even hard, and bigger than I thought, strangely shaped, but..I liked how he felt in my hand"

<You're going to make me jealous.> Lance teased playfully, taking any sting from the comment with a lipping against her inner arm.

"No I won't, you got to him first." It was light hearted tease, one that seemed to surprise her that she made it, and the laughter that spilled out nearly made him want to sing his joy. She wasn't running, she didn't seem to want to run. "I just thought that he'd make a little less mess than he did."

Ben was nearly ready to crawl into a hole, he looked panicked and embarrassed as well as pleased, but mostly embarrassed. His white coat showed the bright pink coloration beneath the edges that were impossible to miss, his eyes wide and trying to not look at Emily as she spoke about certain parts of his anatomy in that way. She talked about just how messy he really was, almost as if she were still amazed at how much cum he had managed to produce. It made Lance stifle a soft laugh and he relaxed himself, curving his neck while regarding his two...

_Friends? No, not friends, or girlfriend and best friend, it isn't exactly right. Lovers? _ That thought

made him slightly uncomfortable just yet, but... it fit. He couldn't deny he had loved them both in his own way, an intimate way. Lovers...

_ _

"I just thought it'd be a handful-" Emily continued, her eyes twinkling a little to see how Ben was nearly stuffing his nose behind Lance's neck.

<Before I go find a good room to lock myself in, can we please find something to eat? I think I need food in my stomach before she keeps talking about me like that.> Ben pleaded with a hint of desperation in his mind voice. <Afterwards you can discuss my performance to your hearts content, just after I've had some food.>

"I suppose so." Emily giggled a little and then looked flustered. "But I need to find my clothes before that happens."

Lance laughed softly and nosed her stomach, blowing a breath to make her squirm before she began to extract herself from their midst. No, Ben and Emily didn't know each other well...yet. But hearing the pair of them teasing one another gave him hope that they would get to know one another. The stallion crested his neck and nipped the other colt playfully before heaving himself up and out of the bed. The two people he loved most in the world were teasing one another, liked one another, for now, all was right in his world. In his little herd.