My Little Pony: of Mares and Donuts: the Holes That Need Filling

by Honey Moon

Copyright© 2015 by Honey Moon

Sex Story: At the insistence of her beloved partner Sunflower Meadows, a mare who doesn't like noisy crowds, wealthy Ms Pay Dirt attends the Grand Galloping Gala alone. Donut Joe has a problem. In the past, his not so little CONDITION only scared off the fillies. Now, with funds running out, and no real hope of opening his long dreamed of donut shop, Joe receives a Gala ticket as a tip at his bell hop job. Forgetting his worries, Joe pins his hopes on meeting Miss Right. Or at least Miss Tipsy and In Heat!

Caution: This Sex Story contains strong sexual content, including Romantic   Reluctant   Lesbian   Heterosexual   Hermaphrodite   Fan Fiction   Oral Sex   Pregnancy   Cream Pie   Voyeurism   Size   .

The tawny coated Earth pony slept deeply. Her fiery red mane was spread all over the pillows and her lengthy tail emerged from the rumpled bedding. A gentle whinny of a snore sounded regularly as the bedroom door slowly opened.

"This will never do." said Sunflower Meadows as she entered her friend and employer's bedroom. "Wakey-wakey!" she called as her horn glowed. The curtains parted, letting in brilliant mid afternoon sunlight.

Pay Dirt groaned. "You're fired!" she said for perhaps the three thousandth time in their year's long partnership.

"Not if I quit first." The pale blue Unicorn said with a grin as she tossed her shimmering black mane. "Now get that rump out of bed."

"Why did Celestia raise the sun so darn early today?" Pay Dirt grumbled as she tried to focus bleary eyes on her bedside clock. "It's only three!"

"That's three PM, I'll have you know."

Pay Dirt struggled from beneath the covers to stare at her Mare Friday. "What? Why did you let me sleep so late, Sunny?"

"Somepony stayed up far too late studying the metallurgical assays from her latest mine acquisitions." Sunflower said with a sweet smile. "I thought you needed your rest."

"I hate late night paperwork." Pay Dirt said as she finally emerged from her tangled bedding. "It's about time I head out again. I need the thrill of following a seam!"

"I know. You want to be out in the wilderness, digging another hole in some dank dark cave."

"How can you call it digging a hole?" Pay Dirt snorted. "You just haven't experienced the joy of scenting out the perfect place for the first swing of the pick-axe. You never felt the thrill of following a quartz vein through warm living rock. What if my nose failed me? Will the vein taper off, or will my trusty olfactory senses lead me onto the mother load?"

"If I want gold, I don't need to smell it out. I just go to a jewelry shop."

"Sunny, you lack poetry in your soul."

"I also lack a dusty coat and dirt in my mane."

"That too." Pay Dirt laughed. "Why do you put up with me?"

The Unicorn smiled. "Maybe it's because I know all of your little secrets." Her horn glowed again, and a silver tray drifted into the room.

"Sunny, you're the best!" Pay Dirt said as she sat her rump back on the bed, and used both front hooves to pick up the large steaming mug of coffee. "When was the last time I gave you a raise?"

"Just last week, I do believe." Sunflower said haughtily. Horn glowing, her glasses lifted from her face, and a cloth polished the gleaming lenses. Replacing the glasses before her eyes, she finished quite smugly. "It had something or other to do with my attention to detail when presenting oral reports."

Pay Dirt's ears gave a twitch. "Is that what you call it?"

"Boss, you know you love my oral."

Pay Dirt giggled. "Sunny, your tongue is simply 24 karat!"

"I bet you say that to all the Fillyfoolers." Sunflower said coyly."

"Nope, just to the golden tongued vixen that drives me crazy." Pay Dirt smiled bashfully. "I've never yet found a stallion with a tongue as long and supple as yours, Sunny."

"Then I retract my last statement." Sunflower smiled happily. While she and Boss both frequently enjoyed the pleasures that only a stallion could bring, they had vowed since foalhood that all other fillies were off limits. They were the only mares good enough for each other. Her horn glowed as she adjusted her glasses. "Boss, I feel slighted. You forgot talented."

"That goes without saying, so stop fishing for compliments!" Pay Dirt took another sip of coffee, stared at the mug, and then looked up in alarm. "Sunny, do you feel okay? Quick, go get some fresh air!"

"Boss, I'm fine!" Sunflower sighed. "My morning sickness thankfully lives up to its name, and you're such a late sleeper." She looked a bit green about the muzzle but managed a smile. "I never noticed before how much that noxious brew stinks, but I can hold it down." She gritted her teeth. "I hope."

Pay Dirt gulped the hot beverage, trying to finish it fast. She glanced at her friend's tummy when the cup was finally empty. "You're starting to show now, aren't you?" She giggled. "You're getting a bit pudgy in the tummy."

"Oh, it's so nice of you to notice." Sunflower said a bit sharper than she intended.

"I didn't mean it like that!" Pay Dirt said hastily. "You look adorable."

"I look like I'm getting fat!" Sunflower whined. "My favorite winter saddle doesn't fit any more!"

"Well, it's not my fault you let yourself be topped while you were in heat. What were you thinking? You acted like a filly in her first season with that Palace Guard! I tried to get you to come home, but you wouldn't listen to reason!"

Sunflower sighed. "Then when I did get home, you lectured me for hours about how you always had self control, even back in the old days!"

"I always did!" Pay Dirt insisted. "When I was in my season, clients had to settle for hoof-jobs, oral, or even sometimes anal if they were cute and had enough bits to spend! You know what I always say! When my oven is preheating, I don't let a single drop of baby-batter in!"

"Of course I know your perverse little saying!" Sunflower said hotly. "I was your numbers pony, even back when you were turning tricks for a living! Besides, did I ever get knocked up when I took on the occasional client when you were booked solid?" She sniffed back her tears. "I just got a little carried away this time! I knew I could get knocked up, but decided it was worth the risk! Boss, I love you, but just who in Tartarus are you to make judgments about me?"

Pay Dirt was dismayed by her normally even tempered friend's outburst. Sunny was a raging sea of emotions these days as her body changed to cherish the foal within. She carefully put her mug down. Getting off of the bed, she went to Sunflower's side. "I'm sorry, beautiful. Everypony can see that motherhood suits you. You're glowing!" She said softly as she rubbed her neck against her friend's, and entwined her tail around Sunny's. "I have no business commenting on your choices in life. I love you, but you are your own pony. You know I'll support you and your foal in every way equinely possible!"

Sunflower calmed down and the smile returned to her lovely face. "Oh pooh, flattery will get you anything, Boss. You know I can't stay mad at you. It's all these pesky hormones. I don't know if I'm coming or going. Last night I think I ate my weight in ice cream as a midnight snack!"

"I know. I was there." Pay Dirt said, looking a little queasy herself. "I never saw anypony eat pickles and cocktail onions with peach ice cream, chocolate sauce, smothered in sour cream and topped with a radish before. Remember? Who held your mane out of the way when you galloped to the bathroom and whooped it back up? I thought I was gonna die when you trotted right back to the kitchen and made another nightmare sundae! I ended up having a sympathy tummy ache."

"I held down the second one. It must have been because I added hot mustard." Sunflower said with a grin. "Now I'm getting hungry! Anyway, you know I like a stallion in uniform. I just couldn't resist when one of Celestia's finest saluted me without lifting a hoof, if you know what I mean."

"Well, I did notice he was quite, uh, gifted."

"Gifted? He was hung like a manticore!" Sunflower said with a giggle. "By the way, your mom sent me another letter. She says I should strike while the iron is hot. Marrying a member of the royal guard would be a perfect way for me to move up in society."

Pay Dirt groaned. "That's Gold Digger for you! Mom thinks everypony should benefit from her special talent."

"What, getting rich ponies to pamper her?"

"Exactly!" Pay Dirt laughed. "How do you think I got my name? When daddy didn't pull out in time, mom insisted he make an honest mare out of her. The marriage didn't last long, you know how mom can be, but she knew she was financially set for life!"

"How is Filthy Rich?" Sunflower asked. "He sure is cute for an older stallion."

"Oh, daddy recently moved back to the family seat in Ponyville and remarried. His new wife just gave birth to my half sister. She's a lovely little filly they named Diamond Tiara." Pay Dirt snorted. "Mom claims he robbed the stable, just because his new mare is so young. I think she's a little jealous, but will never admit it."

"Your mom is a stubborn one." Sunny sighed. "She keeps trying to get me to tell her the name of the father."

Pay Dirt struggled to keep the grin off of her face. "But you never will ... Because?"

Ears twitching in embarrassment, Sunflower bowed her head. "In the heat of, well, my heat, I sort of forgot to ask his name."

"Willy dilly, thank you filly." Pay Dirt couldn't help a giggle after reciting the old rhyme about quickie anonymous sex. "Sorry, there's no shame in that." She gave Sunflower a gentle little kiss. "Back in the day, I never knew the name of several of my best clients."

"At least you got paid!"

"Sunny, I'd say you got paid." She continued in a much softer voice. "Who was it months ago that soaked my mane when she cried herself to sleep thinking it was too late for a dedicated career mare to start a family?" Pay Dirt smiled. "Not that I minded holding you all night long. You're a cuddly wench, even when sad."

Sunflower couldn't help a smug little smile. "Yes, you're right. He paid me in something far more important than bits" She looked down under herself at her gently swelling tummy. "Momma can't wait to meet you, sweetie!"

"Better you than me, kiddo". Pay Dirt said with a shudder. "I can't wait to be the little peanut's favorite Auntie, but there's no way in Equestria that I'm cut out to be a mother! No stud mounts me if I'm anywhere near being in season!"

Sunflower sniffed delicately at Pay Dirt and giggled at her obvious condition. "I guess that means you'll be coming right home after the Gala then?"

"Dammit!" Pay Dirt snapped. "Blast my rotten Estrous timing! What good is The Grand Galloping Gala if a mare can't let her mane down and lift her tail for some excellent wild stallion action? I know you don't like the crowds and noise of the Gala, but I was looking forward to a little adventure!"

"If you want wild, just stop by my bedroom after the Gala." Sunflower rather sensually swiped her long tongue over her nose, and then gave her friend a lopsided grin. "Boss, You know my door is never locked."

Pay Dirt kissed her life long best friend and Mare Friday. "I know, honey mare." She giggled. "I spend more time in your bed than my own." She paused, ears twitching, and continued in a whisper. "Has, um, it started yet?"

"Boss, I'm only just starting to show!" Sunflower smiled. "I keep telling you. I'll let you know as soon as I start lactating. I know you're dying to get a taste, you big foal."

"It's just that you somehow taste even better since you went and got yourself knocked up, Sunny. I bet your milk will taste fantastic. I even went to the library and looked up a recipe for koumiss!" She couldn't help grinning as she looked under her friend's hindquarters. "Your nipples did get a little bigger. Your coat doesn't quite hide them any more."

Sunflower turned her rump away from Pay Dirt. Ears twitching in embarrassment, she curled her tail up under her body to conceal her mammary glands. "Don't talk about my nipples!" she gasped. "You know that makes me feel weird!"

"It makes you feel horny!"

"It does not!" Sunflower attempted to sound business like. "Boss, we have to get you ready for the Gala. The alterations on your gown were finished this morning. Now get in that tub and scrub!"

"Sometimes I don't know which of us is boss." Pay Dirt muttered. "Besides, I don't need a gown. The last couple of years, Princess Celestia showed up in just her coat, shoes, and crown!"

"As soon as you're the ruler of all Equestria, you can show up naked too!" Sunflower said firmly. "Do you even know how much that gown cost? It's a Hoity Toity original! Do you know how much extra he charges for alterations? I will not permit you to let so many bits go to waste! You'll undermine your profit margin with waste like that!"

Pay Dirt raised a hoof, pretending to ward off an attack. "Okay-okay, you four hoofed ciphering engine! I'll wear the gown!"

Sunflower smiled sweetly. "There was never any doubt of that."

Pay Dirt headed for the bathroom. "Speaking of the Princess, do you suppose she'll bring her purple shadow?"

"Do you mean Celestia's young protégé?"

"Yup, that wet behind the ears young mare that always hangs around the Princess, staring at her with those big puppy dog eyes."

"Boss, don't be mean."

"What? Haven't you ever noticed that she looks at Princess Celestia as if the sun rises and sets on her?"

Sunflower giggled. "Well, it does, doesn't it?"

"You know what I mean!"

"The kid just has a very healthy case of hero worship. You can't blame her for having a bit of a crush, too." Sunflower sighed. "I know I do. I swear, my tongue practically get's an erection when I watch the Princess during the Summer Sun Celebration. I would just love to dive right in and shove my muzzle between her hind legs!"

"Yeah, I wouldn't mind a taste of Alicorn myself. Ol' Sun Butt has got it goin' on."

"Boss, don't blaspheme!" Sunflower squealed as she giggled. "I tell you what. I'll give up my salary for two whole years if you call the Princess that to her face tonight in the reception line!"

"Are you crazy? The Royal Guard would be on me like hotcakes on a griddle if I said something disrespectful like that to Big Sexy!"

"Scaredy Mare!" Sunflower laughed, but then looked thoughtful. "No, I doubt if young Miss Sparkle will attend. I met her once. She seems quite distant. Rumor has it that she practically lives in the Royal Library. They say that the only pony besides the Princess she ever associates with is her big brother. It's quite sad, really. I don't think the poor thing knows how to go out and make friends."

Pay Dirt sighed. "That's a shame. She's such a pretty little thing too. She is a little weird though. Did you ever see that baby dragon she treats as a little brother?"

"Boss, you're wasting time!" Sunflower's horn glowed. She wasn't strong enough to pick up another pony with her magic, but she sure could give one a good shove!

"I'm going!" Pay Dirt laughed, as her hooves skittered several inches over the gleaming marble floor.

Sunflower followed her friend and nominal boss into the bathroom. "I already drew your bath. Now get in!"

"Yes Ma'am!" Pay Dirt announced with a mocking salute. "When did you ever know me not to take a bath before a shin-dig, you power mad bean counter?"

"Shin-dig? It's a good thing one of us has class, you dirt grubbing miser!"

"Hey, who's a miser?" Pay Dirt laughed as the pale pink glow of Sunflower's magic lifted a sponge and a bar of soap. "You know me better than that!"

"True enough." Sunflower said as she watched Pay Dirt step gingerly into the waiting water. "You're generous to a fault, but a dirt grubber just the same."

"That's better!" Sighing as she settled into the delightfully warm water, Pay Dirt gave Sunflower her best forlorn look. "I wish I was grubbing dirt again, instead of getting ready for a party."

"I know." Sunflower soaked the sponge and ran it over her friend's back. "Once my little foal is born, we can head out to that place you bought near the proposed Appleoosa settlement. Then it can be like old times, with you digging happily away, while I tend base camp, and drag you out from time to time for meals and rest."

"We do make a great team, Sunny."

"Don't I know it?" Sunflower said smugly. She guided the sponge down a wetly gleaming flank, and steered it toward the inner thigh once it vanished beneath the gently steaming water.

Pay Dirt's eyes opened wide. "I thought it was odd that you forgot to lather the sponge up." She moaned softly. "Wasn't I supposed to hurry and get ready?" she said softly as she felt the magical field enveloping the sponge gently caress her labia.

"Since you can't risk dallying with some young stud after the Gala, I think I had better take the edge off your libido, wouldn't you agree?"

Eyes closing to mere slits, Pay Dirt nodded her head enthusiastically. "I, I can't argue with logic." She said huskily, as magical forces tickled and teased in very intimate ways. "Oh Sunny, you do know what I like!" she gasped, as her swelling clitoris felt the unmistakable vibration of rapidly pulsing magic. "You, you should teach other Unicorns that spell!" she gasped. "It beats all to heck any mechanically vibrating toy I ever tried!"

"Are you kidding?" Sunflower laughed. "All Unicorns fillies figure out this spell before they're old enough to go into their first heat. We all go through a phase where we think we invented it. Unicorn colts have their own variation. Theirs involves suction more than vibrations, though."

Pay Dirt settled down into the tub, knowing that Sunflower's magic wouldn't lose its place. "I, I like your magic almost as much as your tongue, Sunny!"

"I'm a mare of many talents." Sunflower said softly as her breathing grew a little heavy. "Um, it affects me more and more now that I'm pregnant. I think it's a hormonal thing." She quickly tried to change the subject. "So Boss, have you decided which applicant you would help with a first time business grant this year?"

Pay Dirt giggled at her partner's obvious discomfort. "I know a secret." She sang like a taunting foal teasing a classmate.

"Shut up, Boss!"

Her own breathing getting a little rough, Pay Dirt laughed. "Tell me, Ms Meadows, do all Unicorns get horny while using their magic?"

"Boss, Unicorns don't like to talk about that with non-magic users!" She gasped. "Oh shoot! Alright, I'll just say this, and the subject is closed. If Earth and Pegasi ponies all knew how a rollicking good spell affected us, they'd giggle any time a Unicorn smiled while her horn glowed!"

"Come on Sunny." Pay Dirt said with a grin. "I'm sure I'm not the only Earth pony to have figured it out. Dish, filly! I want details!"

"Oh okay, it depends on how powerful the magic is. Have you ever seen the smile on Princess Celestia's face after she raises the sun?"

Pay Dirt gave a low whistle. "You mean, the princess "gets off" raising the sun?"

"Exactly, boss! That angelic smile of hers is the smile of a well sated mare, if I ever saw one!" Sunflower gave a pleasurable little shudder. "The fellas have to be careful. A really strong spell can sometimes cause spontaneous ejaculation, if he went too long without masturbating. Sometimes it'll happen while his penis is still flaccid and internal. The semen just sort of dribbles out and makes a mess on the floor. I hear iyt feels very intense."

"What? That sounds like such a waste. Imagine dumping your load without a boner to pump it through! Why, that's a crime against mare kind everywhere!"

Sunflower smiled bashfully. "Thank Celestia I don't have that problem! I just have to worry about getting a bit moist, back there."

"Just a bit moist, is it? My dear Sunny, it's not just gold I can scent. I don't have to look. The delightful aroma wafting from the region of your rump is telling me that your marehood is soaked!"

Sunflower sighed. "Boss, you are so crude! Diddling your clitty does take a surprising amount of magic." She whimpered, the glow of her horn growing brighter. "Holding the proper vibration frequency is, um, well, it drives me wild!"

Panting, Pay Dirt watched her friend struggle to keep up the amazing flux of magical power centered on her marehood. "You, you still don't climax from using magic, do you?" she said breathlessly.

"No!" Sunflower whined. "My magic isn't anywhere near strong enough for that. I, I just get really turned on. I can't reach climax unless I use magic directly to diddle myself, or use it to ram in a cucumber! No matter how hard I try, I, I can't get a spontaneous magic triggered orgasm without physical stimulation!"

Her own orgasm close, Pay Dirt suddenly stood up. Water sloshed to the floor as she took a deep breath and bellowed. "Get in the tub this instant, Sunny!"

Startled, Sunflower lost her concentration and the glow left her horn. "What? No Boss, this is supposed to be your time!"

"Just get your sexy flanks in here!" Pay Dirt shouted. "It's about time I get some obedience out of you!"

Sunflower scrambled to join her friend, wishing wistfully that she could teleport like princess Celestia. She settled for using her magic for balance, to prevent a nasty slip and fall as she jumped into the tub with a splash. "I'm obeying, see?" she said with a giggle. "I promise I am!"

"Can you lie on your back?" Pay Dirt asked softly. "I mean, in your delicate condition?"

"Boss, I may be pregnant, but I'm only two months along. I'll be fine for anything you can think of right up to the middle of the eleventh!" She giggled. "Even then, I'll just make you move really slowly."

"Then shut up and lay down!"

"Yes Ma'am!" Sunflower relaxed in the warm water until just her head was above the surface. "Boss, you're gonna drown!"

Pay Dirt used her front hooves to spread Sunflower's hind legs. "Nonsense Sunny, pony does not live by eating alone. I'll be just fine if I do this."

"You are crazy!" Sunflower giggled as Pay Dirt moved over her, and slipped a hind leg between hers. "But I wouldn't have it any other way!"

Pay Dirt grinned at Sunflower as she wriggled her leg under the prone mare, and sat with practiced ease with their hind legs scissored together. "Are you still comfortable, dear heart?" she asked softly. "I'm not squishing your belly, am I?"

"No, I'm fine." Sunflower said softly. "I'm also still horny."

"So am I, you sexy mare." Pay Dirt said with a wicked grin as she started to wriggle. "I don't know why, but knowing you have that nameless guard's foal in your tummy really gets me heated up!"

"Boss, you've always had a pregnancy fetish." She sighed and began moving in harmony with her lover. "I know you used to swipe cucumbers from my mother's garden any time you saw a pregnant mare!"

"You, my dear, have become my favorite fetish!" Pay Dirt said huskily. "Unwed pregnant mares have gotten me hot since I first learned about where foals come from!"

"How could I forget?" Sunflower murmured as the water sloshed. "Remember that snooty filly Vestal Pristine? When the news broke that she was "In Trouble" Miss Honeysuckle scolded you for humping the corner of your desk during a calculus test!"

"Sweet Celestia, the stuck up little snot was still a blank flank!" Pay Dirt wriggled harder, grinding her sex against Sunflower's as she grinned at her partner. "Don't think I don't know that you were using magic to "get off" while I made out with my desk! I, I saw your horn glowing!"

"That was only because all the colts displayed while watching you rape your desk!" Sunflower whimpered. "The room was full of stallion musk and quivering cocks! I got so excited that I grabbed a cucumber from my feedbag and had that sucker slippin' and a slidin'! I fanned out my tail as much as I could to hide what was going on down there. Thank Celestia nopony noticed because of the show you were putting on!" She moaned. "I still scored a one hundred on the test! I ate the cucumber too."

"Thank Celestia that neither of us was in season that day!" Pay Dirt panted.

"Fire Brand sure was!" Sunflower said excitedly. "I never saw a Pegasus fly that fast to protect her maidenhood! Zoom, right out the window, and almost smack into a tree!"

Pay Dirt grabbed Sunflower's front legs and pulled her into a sitting position. "Miss Honeysuckle wasn't affected by stallion musk!" she panted. "She kept me after school, tanned my flanks with a Ping-pong paddle for being a naughty filly, and then, well; I never told you this part."

"What?" Sunflower gasped breathlessly. "Did, did something else h-happen?"

"Miss Honeysuckle was a still in the stable fillyfooler!" Pay Dirt shouted. "She kissed my flanks to "make it all better" and then went wild grazing in my secret garden! Why do you think I started being so bad in class after that? She taught me all kinds of wonderful things during all of those detentions!"

"And then you taught me." Sunflower whispered. "I, I should send her a thank you note!"

Pay Dirt pulled Sunflower closer to her. "I'll never forget how you squealed the first time I made a move on you during a sleepover. You were such a scared little foal."

"That wasn't squealing, you big brut. Those were cries of delight!" Sunflower kissed her lover as their bodies writhed in the tub. "I, I had been dreaming about you for ages. I knew since I was a little filly that my barn door swung both ways!"

"Me too." Pay Dirt said huskily as she roughly thrust against Sunflower. "I thought I was gonna die the first time you used that golden tongue of yours on me!"

Sunflower was panting heavily. "Hurry boss! You know I'm not as strong as you Earth pony sex maniacs! I, I can't keep this up much longer!"

"I thought you were supposed to calm me down." Pay Dirt said softly. "Don't worry, my pretty little Sunny Delight. You know I'll get you there!"

Water sloshed and splashed all over the opulent bathroom as Pay Dirt held Sunflower tight against her. Years of heavy mining gave all four of her legs the strength she needed to support her lover as she intensified her wild tribbing. Nearly as large as many stallions, Pay Dirt had no trouble holding her dainty lover against her body.

"You're wearing me out!" Sunflower cried in delight as she threw her front legs around Pay Dirt's strong back. "I can't last! It's too much! I, I'm gonna faint!"

"I, I won't stop if you do." Pay Dirt said gruffly before pressing her lips roughly against Sunflower's.

The mares' movements became more agitated. Tails drifted this way and that in the sloshing water. Wet manes flung water everywhere as they tossed their heads while exerting themselves to the fullest. Sunflower was beginning to show the strain, slowing as her frantic efforts to find release used up her strength. Pay Dirt held her tighter, intensifying her own movements as she helped her lover in this time of need.

Muffled squeals filled the room as Sunflower's body began to tremble uncontrollably. "That's it, what a good filly!" Pay Dirt cheered breathlessly. "Just, just let it go, Oh sweet Celestia, I'm cumming too! Do it now, with me, together!"

The splashing intensified as the lovers clung to each other. Their sweet nectar mingled in the warm water as they ground their vaginas against each other. The ponies cried out as their energetic wriggling and thrashing prolonging the dual climaxes they worked so hard to reach. Hearts pounding in unison, they rode out wave after wave of orgasmic bliss. Finally, they just held each other tightly, exchanging sweet loving kisses as their bodies calmed.

"Now that was a workout." Pay Dirt said with a contented sigh as she leaned back in the tub. "It's a good thing I had my Cutie Mark already when Miss Honeysuckle taught me how to do that. I took to it so well that I could have been in serious trouble. Imagine how hard it would be to explain if suddenly for no reason, ended up with a pair of scissors as my Cutie Mark!" She looked at her still dazed partner. "Equestria to Sunny, is anypony home?"

"I, I think I'm dead." Sunflower said with a silly grin on her face. "I'm just a petite little Unicorn in a delicate condition. I can't keep up with such a strong Earth pony brut!"

"Are you saying you don't want me to trib you any more?" Pay Dirt said with a wink.

Sunflower sat up abruptly. "Blazing Tartarus Boss, don't even think that!" She giggled. "I need you to do that even more often now! It won't be long before my belly get's too big and I have to wait for the foal to come before we can do it again! Besides, everypony knows that exercise is good for an expectant mare!"

Pay Dirt pushed Sunflower back in the tub. "When your tummy gets too big, there's always your favorite number."

"Boss, you'll drown if we do that in the tub!" Sunflower gasped as Pay Dirt turned around over her.

"Are you kidding?" Pay Dirt looked around the bathroom. "I'd say we splashed about thirty gallons over the side. Housekeeping is just gonna love that."

Sunflower looked at the level of water in the tub, and without even thinking accounted for the displacement of one mare lying, and another mare standing. "We only lost approximately fifteen point four five gallons, Boss. My coochie-pie is still submerged!"

Pay Dirt couldn't help laughing. "I don't know which is funnier, you dropping into post coitus cipher engine mode, or you trying to talk dirty with that sweet innocent voice of yours."

"Oh shut up, Boss!" Sunflower groped for and managed to grab the chain attached to the drain plug. She yanked it free. "I can't have you drown while we sixty-nine. It would put a damper my evening!"

Pay Dirt forced herself to wait while the water slowly drained. As Sunflower's lovely vagina emerged from the water, she slowly lowered her hindquarters just enough. She shivered with delight as once again, Sunflower showed not the slightest hesitation before lightly jabbing her with that exquisitely long and talented tongue of hers.

"Oh, that's right." Pay Dirt moaned. "Now tell me what you want."

Sunflower savored the quick taste she stole of her boss. "Sit on my face." she said softly, as she stared up at the undeniable beauty of Pay Dirt's glorious marehood. "And tell me that you love me."

"I always have, and always will love you, my Sunny Delight!" Pay Dirt proclaimed as she lowered herself more completely. She stopped just short of actually resting on Sunflower's muzzle, being oh so careful to not smother her beloved friend. Her eyes closed as the tip of Sunflower's tongue traced her swollen labia.

She returned the favor, once more thrilling at the taste of pure sweet equine femininity. She hadn't fibbed. Somehow being pregnant made her lovely partner taste even better than ever! She traced those adorable pouty lips, and then plunged her tongue into the very center of Sunflower's being. A foal was growing up in there, she thought with wonder. That was more magic than any Unicorn horn could ever produce!

Pay Dirt couldn't help thinking back to the night Sunflower came right home after her escapade with her royal guard. After they had argued over what had happened, making up had been a pure pleasure. It had been somewhat of a dream come true, too. For the first time, Pay Dirt got to "clean up" her fastidious friend!

Usually, Sunflower would put her off for a while, wanting to wash up after a date. That one magical night had been different! Pay Dirt would not take no for an answer, and still in the grip of her season, Sunflower didn't put up too much of a fight. Pay Dirt managed to get at her while her vagina was still seeping from the stallion's massive ejaculation! She knew in her heart that the effort was useless, but she was determined to try and prevent pregnancy by sucking out as much semen as possible! The heady mix of Sunflower's glorious musk, mixed with the salty tang of a strange stallion's semen, had been thrilling!

Sunflower moaned happily. The mare she chose to call Boss claimed that she was the one with a talented tongue, but knew exactly what a mare needed to go simply wild! Sunflower too had been with quite a few stallions. Some were eager and thought their clumsy tongues were Celestia's gift to mares. Others, sadly, thought of this as "yucky" and refused to put their faces anywhere near a mare's hindquarters. Sunflower sighed. Even the most talented stallion she had ever dallied with came nowhere near the pure devotion and persistence of her beloved friend and employer! Her front legs reached for, and pulled that big firmly muscled rump downward, as her hind legs encircled her employer's neck.

Pay Dirt went wild! Sunflower was so eager when it came to her favorite number! She attacked her lover's swollen clitoris as strong legs gripped her neck. She felt hooves on her flanks, and gave Sunflower what she wanted. Grinding herself against her lover's muzzle, Pay Dirt moaned into the snug passage that would someday soon deliver a beautiful foal into the world.

The mares fought mightily to hold back their own responses, while desperately trying to gift the other with the blessed release of climax. It was an old game with the two friends, but one they would never tire of. Muffled moans and slurps filled the air as they both tried to get the other to release first.

They knew each other well. As happened more often than not, they both reached that ragged abyss together. Struggling and whinnying, they fought to push the other over first. Tongues lashed against swollen nubs. Tongues darted tantalizingly deep. It was no use. The loving contest ended in a draw!

The mares cried out into each other as their bodies exploded! Beyond rational thought the lovers spasmed against each other. Tongues still thrashed, but erratically. Honey gently spurted, and they swallowed convulsively to consume each others delectable nectar.

When it was all over, Pay Dirt climbed shakily from the tub before she collapsed on top of Sunflower. "Oh wow, I feel so relaxed now." She said dreamily. "How about it Hon, want to grab a little nap with me?"

Sunflower smiled. "That would be heavenly, Boss. We might even manage to get some sleep." Then her eyes opened wide. "No! Get your rump back in this tub! You're all sweaty and stinky now! I have to get you cleaned up for the Gala!"

Pay Dirt watched as Sunflower somehow found the energy to leap out of the tub. Her horn glowed, and the stopper rammed back into the drain as the water started flowing from the tap. She took one look at her beloved fiend's flashing eyes. Pay Dirt knew better than to question or argue when Sunflower looked at her like that! "Yes ma'am" she said meekly, and climbed back into the tub and let herself be scrubbed.

Elsewhere in Canterlot, a young stallion would not believe how his luck was about to change. Joe had been working as a porter at the Marritrot hotel, trying to earn enough to keep living in Canterlot while he struggled to fulfill his dream. The royal city had nearly everything, but Joe knew the one thing it lacked. "Donuts" he muttered while carrying a pile of heavy suitcases towards the elevator.

"What was that?" The fashionable mare with a prematurely grey mane asked as she trotted slowly along ahead of him.

"Oh, nothing at all." He said cheerfully, as his horn glowed to magically steady the load he was carrying. "I was just thinking about my coffee break."

"Well, you aren't taking a break until you get my luggage to my room, young colt!"

"No ma'am!" Joe promised. "Duty first, that's the Marritrot way!"

The mare smiled. "Don't take a cranky old mare so seriously, my young friend."

"You aren't what I would call old." Joe couldn't help saying as the elevator operator opened the doors. He couldn't help shooting a glance at her tight firm rump as she entered the car ahead of him.

Joe idly wondered at her Cutey Mark. What did a scroll tied with a ribbon represent? He forgot that, while watching the gentle sway of her hind quarters as she boarded the elevator. Her well toned body didn't seem to go with her grey mane and tail, the half lens glasses perched on her nose, or the wildly ruffled ascot she wore primly around her neck.

"Aren't you a sweetheart?" The mare said with a grin, taking full notice of where he was staring. "Are you trying to be fresh with me?"

"No ma'am!" Joe vowed, while trying to ignore how good the hotel guest looked. She was sure hot for an Earth pony. "That would not be proper!"

"Pish and tosh!" The mare grinned. "I'm quite flattered. If you were a young mare you might be in serious trouble with your boss." Her voice dropped to a whisper. "Speaking of such," She glanced at the lovely filly running the elevator. "Hello sweetie. What's your name? Are you having a nice day?"

The bright yellow Earth pony filly with a golden mane smiled shyly. "I'm Lemon Blossom." She said in a sweet young voice. And I'm having a very nice day."

The mare casually glanced at the filly's flank. "What a lovely Cutie Mark!"

"The lemons and the pitcher of lemonade are all about my sunny disposition. You know, when life gives you lemons, make lemonade!"

"Oh, that's wonderful!" The mare leaned closer. "We should talk more about your lovely Cutie Mark. I'm in room 515. Why don't you stop by when you're finished work for the evening?"

Joe watched as Lemon Blossom looked up into the older mare's eyes. The mare daintily let the tip of her tongue slowly run over her upper lip. A curious smile lit up Lemon Blossom's lovely face as she watched this not so subtle signal. Joe nearly whinnied at what seemed to be happening right in front of him!

Lemon Blossom paused for a moment, obviously thinking. Then she seemed to come to a decision. "Sure, ah, I'd like a chance to, um, t-talk with you some more, ma'am." She said shyly. "My momma thinks I'm working a double shift until midnight because of the Gala, so everything is fine. I'll stop by at six, okay?"

"I'm looking forward to it, honey."

Joe gulped. The classy mare was a fillyfooler, and she was "hooking up" with an actual FILLY filly right in front of him! That was just so hot! She might be lanky and long of limb, but he happened to know that Lemon Blossom only just got her Cutie Mark the week before. All the stallions were taking notice of the young beauty, but the kid was barely legal! The two females weren't even in season, but Joe had to struggle to prevent himself from displaying.

Somehow he managed to exit the elevator and lead the mare to her suite without embarrassing himself by displaying an erection. He did the usual routine after putting the luggage down. He drew the curtains in the day room, revealing the breathtaking view of the Palace. Then, he discreetly showed the way to the bedroom and spacious bathroom, before returning to stand next to the door. "Will that be all?" he asked eagerly, hoping for a big "keep your mouth shut" tip.

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