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Two Stallions & a Toy

"...and did you see the flank on that one?!" Serene continued to speak, the blue stallion grinning ear to ear as he went on and on about the sexy mares at the party they had just left.

"You're telling me!" Lilsane chimed in, the lighter coloured pony still thinking about a few cuties in particular, "Shame we aren't taking any home with us."

Serene nodded with a glum look on his face, "You're telling me, I haven't been this horny in a long time!" A simple peak was all it took to prove him right, Lilsane catching a glimpse of the stallion's hard cock as it hung between his legs.

"Y-you aren't kidding... damn isn't there anywhere we can get some tail?"

Serene chuckled as he ruffled through his bag, pulling out a fleshlight that was shaped like a mare's pussy on the front, "Sometimes you just gotta improvise."

"Dude, perfect!" Lilsane said excitedly as he got closer, Serene pulling back a bit.

"Hey man, go get your own!" he exclaimed as he looked rather weirded out at the idea of sharing his.

Lilsane frowned as he spread his legs, quickly showing his buddy just how hard he was. "This is a best friend emergency," he whined, "I don't care if I go second, just help me get rid of this raging hardo-"

"Shut up Sane!" he growled as he shifted away, his friend following his every move.

"C'mon please, I'm in pain here!"

Serene snorted, "Fine, but like, no one knows we did this ok? I mean no one!"

"Yeah, yeah deal!" Lilsane smiled.

Serene looked around anxiously at their surroundings, "Ok there's not much time so let's just use it at the same time?"

"What?" Lilsane asked in shocked confusion.

"You said you were desperate!"

"Alright, alright, let's just do this thing!" Each stallion crouched low on the ground and pressed their shafts together, both cocks firm and throbbing as they nearly tore the toy apart. Slowly inch by inch they made their way into the fleshlight, their frotting cocks making it feel like the tightest thing in the world. "Damn that's nice!" Lilsane sighed as his friend started thrusting, hiding the fact the hard cock robbing against his felt so good. The two began humping into the toy on either side, each groaning out as the undersides of their shafts rubbed against each other, the outer side being squeezed by the rubbery texture of the toy.

"Ooo baby, you're such a bad pony," Serene decided to fantasize to make the experience less weird for himself, "Taking two stallions at once!"

"Yeah, mmmf," Lilsane sighed, their collected precum lubing up their sticky shafts, "You like that don't you?" The pair kept moaning and panting as they thrust harder, eventually abandoning the charade out of the pure fact that rubbing each other's cocks just felt good. They were both so close, finally holding the toy together with their front hooves as they filled it to the brim with a combined load of their seed.

The two collapsed to the ground as they took needed breaths, enjoying a nice afterglow from their strange activity together. Serene was the first to speak as they both blushed in their awkward pile, "So umm, yeah, great party huh?"

...

Two Stallions & a Porno

Lilsane smiled shyly to his friend as he started the movie they had chosen to watch, the lightly brown furred stallion hopping back onto the couch next to his friend. He had invited him over for a night of porn watching, something they had done before in the past together. They were close enough to be able to clop next to each other without finding it too weird, but ever since their shared fleshlight experience, there seemed to be an obvious elephant in the room. Serene waited for the film to start a tad anxiously, the thought of something strange occurring once again hanging in the back of the blue stallion's mind.

The video started with a pretty young mare with pinkish white fur, her mane a more obvious shade of pink, curly and pretty. She had a big red bow in her mane and as the camera moved towards a flank it showed a cutie mark with a bright blue swirl and a red lollipop. "Nice cutie mark" a stallion spoke from the camera, the swirling sound making it obvious he was a unicorn. The camera was held up with his magic and focused on the mark, though occasionally drifted off to the side to show off the mare's luscious pussy lips. "How'd you get that one?" the pony filming asked, the sweet mare giving turning to peak with a blush.

"I l-like to suck on things, have since I was a filly. Luckily I use candy so I got that cutie mark instead of a pacifier."

"Or a cock?" the stallion asked, the mare nodding with a giggle.

"Y-yeah."

There was a chuckle as the stallion continued, "I'm anxious to see how well you must suck, to get such a cutie mark. Would you like to show us today?"

The mare started wagging her rump back and forth with a moan, Lilsane and Serene already getting hard as she whimpered, "Mmm-mhmm!"

The stallion moved around to her front, and set his thick, throbbing shaft, jet black and firm over her face, "How's this, think you can use it for a demonstration?"

The mare sniffed at the hard cock and moaned slurping her tongue over its length before winking at the camera, "I think so." Her eyes remained focused on the camera, flashing delicately as she swallowed the length down, slurping up and down with several moans as the stallion groaned from the expertise of her wonderful lips.

At the same time, Lilsane and Serene were rubbing their own hard lengths with their hooves, groaning out as each had a small trickle of precum running down. They kept their pace up as the film continued, watching as another, more pink and marbled shaft dropped down over her. "Care for another?" the new stallion said, and the mare simply moaned as she began taking turns with each shaft.

"Damn, we need a girl like her!" Serene sighed as he kept rubbing, watching each of the stallion's pricks disappear down the mare's eager throat one at a time.

Lilsane nodded as he touched himself eagerly, "Y-yeah, that'd be nice!"

As the film continued, Serene seemed to grow more restless with his hooves, eventually peaking over to look at his friend's member. "Hey umm, Sane, r-remember last week when we, you know?"

His friend blushed, thinking about it, nodding with a little grin, "Y-yeah of course."

Serene thought about how good it felt, not usually one to fancy a stallion, but able to casually admire the form of a cock, and just how smooth it felt to rub against one. "Do you maybe, wanna... try that again?" he paused for a second before adding, "Just to finish easier, not for any weird reason, j-just bro help ya know?"

Lilsane nodded with a giggle, "Y-yeah sure, did you bring the fleshlight?"

Serene shook his head, "Nah, I don't think we'll need it really." He thought of just how good his friend's shaft felt to grind against, but didn't state it out loud.

Lilsane nodded, "You're probably right... umm, ready when you are." Serene nodded back and remained frozen for a second, nervous to approach the subject as he instead watched the mare on screen getting thrust into by what appeared to be a Pegasus as the unicorn filming continued to enjoy a nice blowjob. He slowly inch closer to his friend with each thrust the Pegasus made, until finally he had turned his body slightly towards his friend, allowing his cock to hang out towards him, the less shy pony pressing it against his own and starting to rub with his hooves.

The blue stallion let out a long sigh filled breath as he felt the hooves rub over his length, both shafts pressed together gently, teasing each other with their firm flesh. Each head throbbed and gleamed with precum as they humped gently along one another, Serene nipping his lip as he whispered, "Fuck that feels good."

"I think it's time to switch things up" the unicorn said suddenly on the TV, both stallions watching as the mare mumbled out a moaned response. The Pegasus that was previously buried in her snatch now pushed his shaft into her throat, the mare moaning as she tasted herself on him. "I think I'm gonna switch things up a bit more myself!" he said aloud again, his magic floating a bottle of lubricant over to pour over his shaft. As soon as it was coated he poked it at the mare's tailhole, the head slowly wedging into her warm backside.

"Oh shit!" Serene sighed as the scene got all the more hot, the blue stallion starting to grind harder against his friend's cock.

Lilsane's breath was staggered in a pant, the stallion whimpering as his flared head kept dripping white, "Oh my god, I'm so close!"

Serene blushed as he felt his own cock flare, muttering out, "Y-yeah me too..." Lilsane rocked his head back as he felt a coursing of pleasure, barely able to hold his orgasm back as he gripped at Serene's balls. The touch weirded his friend out, but felt too good to approach. With his head arched back the pony's trademark hat dropped to floor, revealing long strands of beautiful brown hair. Serene gulped as the red blush on his cheeks only brightened, his friend suddenly very much resembling a mare. "H-hey, Sane... you didn't tell me you were growing your hair out..."

"Hmm," Lilsane said as he stopped, giving his shaft a break to keep from cumming too quickly, "Oh yeah, well I'm uh, s-sorta growing it for a special somepony, n-not that we call each other that, I guess she's just special to me and umm, well, she said she likes my hair and that it would look nice longer."

"It does," Serene said, still dumbfounded at the cute mare-like charm it seemed to give his friend, "I mean it looks good I guess, I mean, you do kinda look like a mare now."

Lilsane blushed at the comment, then peaked between his friend's legs, his shaft seemingly getting even thicker than before. "I-I see..." he dropped down off the couch onto the floor, hiding his cock away as he flashed his eyes to his friend. There was shock in Serene's eyes as his friend seemed to vanish, replaced with a more female looking version of himself. The stallion's soft voice was made more delicate as he poked his friend's balls with his muzzle, asking in a gentle tone, "W-would you like me to be a mare for you?"

Serene avoided the offer at first, looking to the television set to catch one of the final scenes. The mare was gulping down a clearly heavy load of cum before the stallion pulled back, painting her face in white with the rest. As she gulped down what was left in her muzzle and gasped for air, the unicorn filming groaned out loud, clearly filling her ass with his own heavy load. Serene thought of those sweet mare lips around his cock, and it became all too much to resist, "Y-You want my cock huh? You dirty mare!"

Lilsane lapped at his friend's balls, giving the firm orbs a little suck before gliding his tongue up, his friend shuddering as the slippery muscle teased all the way up to the head, a shot of precum hitting Lilsane's muzzle. He circled his tongue over the slit of Serene's cock, lapping up each drop of salty pre, "Yes, I want your cock sir!"

Serene gasped as he looked at his friend, looking so feminine with his pretty mane draped over his face, his hooves wrapped around his shaft as he started to swallow a few inches down. He looked like such a beautiful mare, and the slick warmth of his muzzle left Serene in absolute pleasure, the stallion groaning out "Fuck!" as saliva dripped down his length. Lilsane slowly dropped his muzzle down, tightening the grip with his soft lips as he swallowed the shaft over and over. "Good girl," Serene played up the role as he rested a hoof atop his friend's head watching gleefully as the mare-like pony kept sucking and slurping his length down, "Yeah, just like that!"

Lilsane had to focus each time he swallowed the full length down, fighting his gag reflexes as he pressed his lips to his friend's waist. He could somehow keep most of the shaft down at most points, only taking short breaks when he needed to breathe, lapping at his friend's firm balls. It didn't take long until he found his own shaft was flaring out, a heavy rush of cum left on the floor, which he realized he would have to clean up later. Moments later he was bobbing his head down at a quickened pace, sighing out hungrily as a heavy rush of salty cum flooded his muzzle. He gulped it down slowly with a sigh until letting the flared head drop out of his lips, grinning cutely yet awkwardly at his friend as he said, "Th-that was hot!"

Serene gulped as he was taken aback by the whole experience, still assuming to be mostly straight, but able to see his buddy as a mare at that point in time, "Y-yeah, it was nice... what do you wanna do now?"

...

For the rest of the evening the pair went back to more regular activities, and as soon as Lilsane's mess had been cleaned up they began playing some games, watching TV, and sharing several pints of delicious cider together. They seemed to get over the odd time shared together and resume their usual friendship, but after a long pause of their naughty activities, each stallion felt a lingering curiosity start to return. It was oddly enough Serene that was the first to suggest the lewd act, speaking nervously as he asked, "Do you, umm, w-wanna watch another movie?"

Lilsane nodded, a tad innocent at first, "What kind of movie?"

The blue stallion blushed as he winked, "You know... [i]that[/i] kind of movie..."

"Oh..." Lilsane had a blush again, "Y-yeah, s-sure."

Serene stepped towards the television set and placed another disk inside the player, the screen lighting up as another mare filled the screen. She had a long golden mane and light brown fur, looking very much like Lilsane. The blue pony gulped as he realized the accidental similarity, seeing how red the stallion's cheeks had flared up. His hair was still freed from his cap and he resembled a mare in Serene's eyes. The stallion tried to avoid gazing at his friend as the video started, barely an intro occurring before the mare on screen had a jet black stallion cock in her mouth. Her lips looked so soft and warm, damp, tight, wonderful, and Serene couldn't help but be reminded of his earlier blowjob. Both stallions sat back on the couch as they enjoyed the acts on screen, their hooves gently caressing their quickly hardening shafts. "Mmm, just look at her" Serene whispered to his buddy, watching as she continued to deep throat the stallion.

Lilsane was indeed watching her, but kept an almost closer eye on Serene, his gaze locked upon the appetizing cock that was being slowly stroked. He nipped his lip as he rubbed harder and faster, occasionally glancing at the mare on screen, and finding himself somewhat envious of her, "Y-yeah she's pretty..."

Serene peaked at Lilsane, avoiding his lower half as he focused on the aspects that almost made him seem female. The mare on screen kept gulping the stallion's shaft down, and Serene panted as need filled him, his cock standing out hard and erect, quickly seeming all too irresistible to his friend. Lilsane took a deep breath before the moment of truth arrived, the pony once again leaning his head down towards his friend's waist. He let his tongue poked at the head to test his friend's patience, Serene nipping his lip before pressing a hoof to the back of Lilsane's head. He added just enough pressure to coax the stallion's lips over his shaft, the long haired pony swallowing it down as Serene groaned out, "Yeah, good girl!"

Lilsane sucked and slurped slowly with the aid of his friend's hooves, letting subtle moans drift from his lips as he kept a majority of the stallion's rod buried in his throat. Saliva dripped down the only amount of the length he couldn't swallow, Lilsane rubbing it over Serene's balls with the tips of his hooves. "You like that sir?" Lilsane sighed as he got back into the roll, gulping his friend's length down just before he started to rut into his muzzle, humping in smooth thrusts. The mare on screen seemed to get her throat ridden nearly in tandem, Serene's eyes drifting between her and the faux mare blowing him as his head began to flare again.

Lilsane tried to keep it down his throat, ready to swallow another pint of stallion seed, but was suddenly pushed back, lapping the salty drops from his slit as Serene spoke, "N-not yet, not just yet."

Lilsane nodded as he took a break, watching the screen as the mare was coaxed around. "Yeah, let's see that little ass!" the stallion from the movie requested, the mare flashing her pretty blue eyes at him as she turned and raised her tail. "Ooo, fuck yeah!" the stallion continued to groan, prodding her tight little hole with his big cockhead, "What a nice plot you have!"

The mare sighed happily before moaning out in a rather hungry fashion, feeling the thick head force out her pucker a little bit. "Oh yeah, fuck my ass, let me feel that thick cock!" she whimpered as he pushed a little harder, the mare's hole eventually able to spread out to accept his thick meat.

Serene nearly drew blood by how hard he nipped his bottom lip as he watched, slowly lowering his head down to slither words out into Lilsane's ears, "Can you do that?"

Lilsane's heart skipped a beat as his breath grew more intense, legs shaky as he thought over the lewd act. He was sure it would hurt, knew it was so inappropriate for their friendship, but with his lust at such a peak, was unable to fight the urge to go through with it. "I-I might be able to..." he whispered before moving forward, bending down and raising his rump. His tail flopped up, showing off his tight pucker, making sure his cock and balls were tightly wrapped between his legs so all that Serene could see was his butt, back and mane that still mirrored the visage of a mare, "Wh-whenever you're ready sir!"

Serene gulped as he looked at his friend's form, almost a mirror image to the mare on screen. His breath was heavy and staggered as he lowered his body down slowly, pushing his cock down with his hoof so the head could prod at Lilsane's backside. It pressed against his pucker slowly, spreading the tight hole out with only the aid of saliva to assist. With slow, gentle coaxing however, it managed to finally fit in just a little, using carefully placed lunges to stretch his friend out. Lilsane had to grind his teeth as he bared the harsh stings, his backside spreading out wide as the heavy prick pounded in and out. "Oh my god, this feel so incredible!" Serene cried out as he thrust into his friend's tight warmth, the pucker clutching at the thick length with each little slide it made into him. "Mmm, good girl, fuck, good girl!" he cried out as he lunged harder, cock entirely submerged inside his friend.

Lilsane watched the mare on screen as the stallion's balls slapped lewdly against her flank, Serene's currently doing the exact same with his. The pushing forward from Serene's lunges had caused his cock to grind against his hooves, causing a rush of tingles as pleasure was added to the feeling in his rear. The stallion's cockhead was punching at his prostate with each thrust, flaring up slowly as it pounded over and over again. "Yes, fuck me sir, ride my tight little ass!" Lilsane groaned as he pushed back, slapping the weight of his rump against Serene's waist.

Serene's dirty talk got even heavier as he dropped all of his weight down, slapping hard against Lilsane's warm ass, "Yeah, take that cock you dirty filly!" They both looked to the screen as the mare in the movie let out a loud moan, her pussy squirting from the anal onslaught which only got both stallions hornier.

Lilsane spoke up as he felt himself close to orgasm, really starting to love the feeling of a stallion's cock wedged deep in his ass, "Harder, please! Harder!"

"Beg for it!" Serene replied viciously, starting to find it rather hard to hold back.

"Please sir, please fuck me harder, fill my little ass with your hot seed!"

"F-fuck!" Serene growled as he did so, pounding so hard Lilsane felt as though he might pass out. Lilsane kept his hooves firmly grasped over his cock, head flaring out as Serene gave one last lunged into him. Serene's cockhead flared out to an unimaginable size as he painted the deep insides of his friend in creamy white, gasping out loud as he growled, "T-take that, mmm, g-gonna breed you my little slut!"

Lilsane could barely utter a word as he mumbled in response, a light, "F-fuck" leaving his lips as he experienced the most intense climax of his life. The throbbing flared cockhead in his rear caused the pleasure he felt to increase tenfold, his hooves literally coated in his own sticky release as he dropped to the floor in an exhausted huff.

Serene lay atop him as he huffed and puffed out desperate breaths, a whimpery "H-holy shit" escaping his lips as he lay down overtop his friend. There were no words shared for a time, no awkward glances or worried boundaries, just a simple, warm afterglow as they both attempted to recover from such wild passion.

The mare on screen looked back at camera as the stallion pulled out, a rush of cum dripping down her legs. "Damn girl," the stallion in question said to her as he looked over his own work, "You're one anal slut!"

There was a blush on each of the stallion's faces as they lay in the glow of the television set, Serene eventually being the first to break the silence. "Y-you have a nice ass buddy" he said a tad awkwardly.

Lilsane smiled as he replied just as gently, "Thanks, you have a great cock!"

There was another short round of silence before Serene let out a short chuckle, stating the obvious in a humoured manner, "Our friendship is kinda weird."

Lilsane laughed as well, "Yeah... but I like it."