Scootaloo felt the wind rushing through her fur as she flew.

She had just left a long day of extensive flying lessons with her mentor, Rainbow Dash. It turned out that flying with her new bat pony wings wasn’t all that different than flying with the feathered wings of a pegasus, meaning Scootaloo could finally fulfill her dream of learning all there was to know from her surrogate sister.

Looking down, she saw her old home, where she used to live up until the day after that fateful Nightmare Night celebration. Her mind flashed with memories of the agonizing month that followed.

Her parents, horrified at what she’d done in the name of Princess Luna, disowned her. They forced her out of the house with little fanfare, forcing her to bounce around the houses of her Crusader friends until she could find somewhere to live.

To make matters worse, said friends weren’t particularly happy with her for what she’d done either, sending her into a rather depressed state. After a just a few nights spent in each other’s forced company, however, Apple Bloom and Sweetie Belle quickly learned to love the feeling of touching both themselves and others. The rest of her peers had forgiven her sluttiness once they too learned of how good it felt to indulge in such pleasures (angering their teacher slightly, who didn’t expect to have to start sexual education so early) be it through actual sex or simply the exploration of their own bodies. Scootaloo had found that a lot of the colts in her class were too oblivious to pick up any of her hints, so she hadn't had the chance to spend as much time behind the schoolhouse as she would have liked.

As promised, Princess Luna quickly got to work setting up a brand new bat pony enclave in the abandoned tunnels dug by Ponyville’s local diamond dogs prior to their relocation to more lucrative mining spots.

It took a few weeks of work by a dedicated team of Night Guardsponies, but a small community of bat ponies was eventually set up, supplemented by the families that moved in from the crowded Canterlot and Badlands enclaves.

After couch surfing with her friends for a week or so, while the caves were being checked for structural integrity, she eventually moved into the home of her adoptive mother, Star Shine.

Star Shine was one of the first to claim a plot in the caves, finding a large and rather private network of underground hot springs, where she set up an exclusive exotic resort for ponies to enjoy the sexual adventures allowed by the more relaxed laws and regulations of bat pony territories. She called it ‘The Haven’, after this fact.

Being quite the little slut herself in her youth, Star Shine was no stranger to fillies with more carnal desires. Scootaloo was quickly put to work with a few other willing fillies and colts, helping the noble and wealthy ponies of Equestria live out their most scandalous desires in absolute confidence that what happens in the caves, stays in the caves.

She returned to a life of relative stability quickly after moving into her new home. She still enjoyed scootering, solving cutie mark problems and spending time with her closest friends. She just picked up two new obsessions; flying, and sex.

And there was nopony better to engage in such hobbies with than her new coltfriend, Moonlight Tumble. What started as a cute friendship between the two foals quickly grew into something more. Some of the gossip fillies at school liked to think she was only using him for his cock, but she knew that she loved him far more than that. So long as she was spending time with her colt, she was happy.

Touching down at the entrance to the enclaves closest to the fields surrounding Rainbow Dash’s house, she quickly made her way inside, heading straight for the resort.

“Hiya Scootaloo!” a bat colt called as she passed, one of the many who had made use of her service that fateful evening. “Wanna play with us? We’re planning a sleepover with some of the other fillies tonight!” he called, using their coded language for when they played their grown-up games.

“Sorry Sky, I’ve got plans with Moonlight tonight,” she responded.

“You should come along later, then!” her friend, Night Sky replied.

“I’ll see what he says,” Scootaloo said, flagging a wing in farewell before taking off again through the tunnels.

Her home was on the other side of the enclave, in the most private reaches of the caves, meaning that she often ended up running into ponies on the way home.

After cantering the rest of the way home, she arrived at the set of wooden doors that served as the discrete entrance to the resort. No signs indicated what was inside, only the intricate seal of The Haven on the doors’ knockers, a golden love heart a wreath surrounding it.

Instead of using the big fancy entrance, Scootaloo decided to use the staff entrance to the side of it. She fished her key from around her neck and stuck it into the keyhole, twisting it three and a half times to confirm that she was meant to be able to get in.

The enchanted door swung open with a satisfying thud, allowing her to pass into the well-furnished lobby unrestricted.

The lobby was like any regular hotel lobby, with red carpets, a reception desk and a few couches for ponies waiting to be received to sit on.

She passed through the familiar room and passed through a second set of double doors into the main chamber of the resort. The cave was a large circular room with a tall ceiling, with a host of small and large hot pools dotted around the room. The largest was the main pool, which sat in the center of the cave.

Steam floated through the room, pouring from the surface of the hot blue water as the ventilation brought cold air from the surface into the room. A few ponies sat in the main pool, with a few more enjoying some private service from the resort’s staff.

Not all of the staff were foals, only a few special colts and fillies hoof-selected by Star Shine to learn by her side how to truly pleasure another pony to the highest possible standard. Scootaloo was a quick learner and commonly found herself in high demand by the resorts most frequent customers.

Of course, the most extreme requests were reserved for the grown-ups, the safety of the foals was always the highest priority, anything too painful or mentally taxing was strictly off limits until they were old enough to handle it.

A soft chorus of moans and gasps filled the large chamber as the mares and stallions within were tended to by the skilled hooves and holes of The Haven’s workers.

A large wooden staircase traveled up one side of the room, leading to the lavish upstairs bar, where ponies who wanted to take a break from the heat of the pools could go to be served the best drinks, food, and sex of their lives.

Scootaloo wasn’t often allowed up as Shine had a very firm policy on alcohol and foals. She only got to go up under the supervision of another trusted member of staff when a customer paid enough or there was a lesson to be learned.

Leading away from the main chamber were three long corridors that led to the three sections of living quarters. Each corridor had its own gym, milking station for stallion’s looking to get off quick and a luxury common room, serving as yet another space for ponies to be pleasured in addition to the lavish bedrooms The Haven’s elite fee afforded its guests, each outfitted with state of the art equipment which allowed the resort’s patrons to live out virtually any fantasy they could imagine.

Star Shine and Scootaloo lived at the end of the penthouse corridor, which had the biggest rooms and quickest access to the pools.

She relished in the sights and sounds of the main chamber for a few seconds, breathing deep and smelling the earthy scent of the natural hot pools mixed with the slightest hint of the musk of the stallions (who made up most of the resort’s demographic) being serviced in the room.

Heading for the corridor she lived in, she trotted past a pair of stallions taking turns locking lips with a teenaged filly. She flicked her tail as she passed, giving them the slightest flash of her flower. They whistled in her direction, making her smirk knowingly as she heard them start to truly dominate their mare behind her, who gasped and moaned with satisfaction at the increased stimulation.

Trotting past a few of the rooms with a casual gait, she stopped as she heard a loud groan of pleasure from the resort’s most expensive penthouse suite. While it wasn’t uncommon to hear such sounds, the sound of a stallion being serviced always filled her with a sense of wonder. The door was open, meaning that she could easily back up to get a better look at what was going on inside.

Sitting on the large, king sized bed with his back facing the door was a stallion Scootaloo never expected to see at The Haven, Filthy Rich! Her own friend’s father was staying in the most expensive room they had, being served by their most elite pleasure staff!

She couldn’t help but stare as she saw the authority figure she looked up to so much being served at such an establishment as her home. She watched as the mare sucking him off worked her head up and down, catching mere glimpses of the mare’s mane bobbing above the bed. She could have sworn she saw the distinctive white streak her mother had in addition to the standard purple bat ponies often had in their mane.

“A-Ah, M-Miss Shine, you truly live up to your— Gah!” he began, “R-Reputation!~” he finished, before returning to simply letting out moans and grunts of pleasure.

Scootaloo gasped, it cost a small fortune to have Star Shine herself serve a customer privately outside of the regular public shows they put on in the communal areas. She knew he was rich, but she didn’t know he was that rich!

The gasp made the stallion’s ears flick in her direction, distracting him from the pleasure between his legs for a few moments as he threw a quick glance over his shoulder.

“Sc-Scootaloo?!” he said incredulously. “Wh-What are you doing here?” he questioned.

“You know Scootaloo, Mister Rich?” Star questioned, poking her head up from between his hindquarters and smiling at her adoptive daughter. A few white spots were splattered on the brown mare’s face and a few strands of sticky white fluid added to the streak her violet mane.

“Y-Yes! I knew she turned herself into a bat pony through some…” he trailed off as he picked his words carefully, “Questionable methods, but I certainly didn’t expect her to end up in a place such as this!” he finished.

“Scootaloo is our most promising trainee here at The Haven!”

“R-Really now?” he said, a slight lust in his voice. “I-I will admit, you have featured in a few of my more… Extreme fantasies since becoming friends with my daughter~,” he said.

“Well, would you like a taste of what she can do in real life? We exist to turn fantasy into reality, after all!” Shine said, beckoning Scootaloo over with a hoof.

The room she stepped into was lavishly decorated, containing its own natural spring for even more privacy when relaxing and a large closet stocked to the brim with detailed outfits and elaborate toys for use on the ponies servicing the room’s occupant (or on a rare occasion, occupants).

With a giddy spring to her step, she hopped over to her mother’s side, staring up at Filthy Rich past his twitching pole. Star’s spit still dribbled down his length, glistening in the red light provided by the specially crafted candle to set the mood in the room. The room reeked of sex, and a large cum stain on the bed told her that this wasn’t his first session of the evening.

“I’d love to find out what that quick tongue of yours can really do, sweetheart,” Filthy cooed, cupping her cheek.

Star sat back, watching with a careful eye to see what Scootaloo did next.

Always willing to push her luck and be a little naughty, Scootaloo decided to explore just how much she could tease him. Butterflies started to form in her chest at the idea of pleasuring her friend’s dad, due to both nerves and excitement.

“Y-Yeah? Wh-What else would you like to find out about me, Mister Rich?” she asked, putting on her cutest sultry voice.

“I’d love to experience ravaging that little body of yours, and all of your friends while Diamond watches how to truly be bred~,” he explained, a blush painting onto his face at the thought of his daughter watching him use her friend.

“Wh-What a dirty stallion you are, thinking about us foals in such a naughty way!~” she teased, glancing over her shoulder at her mother and mentor, who gave her a curt nod of approval.

“Mmm, so many nights spent moaning your name when Spoiled falls asleep, and now I get to finally indulge in my most disgusting fantasy. You sure do provide value for my money, Miss Shine.”

“Save your compliments until after you’ve seen what she can do, Mister Rich~,” Shine replied

Her mother nudged Scootaloo’s head a little, silently instructing her to begin servicing her client. Scootaloo eyed up Filthy’s cock, watching it bob and twitch before her. His strong, masculine musk washed over her, making a warmth start to form between her legs.

She opened her mouth and tried to get her lips to wrap around his thick flare, finding herself just slightly too small to manage it due to his immense girth. Despite having seen it from afar from time to time after school and during playdates, she was amazed by the size of it up close.

“Stop worrying about your mouth, put your tongue to work, sweetie,” Star instructed firmly.

Scootaloo nodded, leaning in and placing her small, wet tongue on the base of Filthy’s cock, smirking a little at the shudder of his body. His shaft tasted of sweat and spit with a hint of bitterness from the precum dribbling down it.

Having already been brought to full mast by her mother’s expert mouth, it didn’t take much work for Scootaloo to coax him back into the moaning puddle of pleasure he was before she took over. One of his hooves caressed her cheek while his other grabbed at her mane, pushing her muzzle against his rock-hard penis every now and then to let her give an especially long, slow lick.

“Make sure you pleasure the tip, hun,” Star coached, prompting Scootaloo to work her way up to his flare and working her dexterous appendage around it, feeling it throb as it spewed more and more clear fluids into her maw.

Filthy’s groans and grunts filled the room, Scootaloo’s breath quickening as she licked quicker and more sensually against his twitching shaft.

After a few more minutes of letting her experiment with pleasuring Filthy, Star gave her daughter a tap on the top of her head, gently moving the stallion’s hooves away. Scootaloo got the message, licking her way down to his balls, which were much easier for her to fit in her mouth.

She wrapped her lips around his tight sack, looking up at him with her best seductive gaze as she began to suckle gently on them, flicking them with her tongue. In reality though, what she thought was a sexy look was instead one containing an innocent cuteness which only served to push her client closer to his inevitable release.

Star Shine took her place using her mouth on his shaft, moaning sluttily as she joined her daughter in pleasuring the stallion. Scootaloo watched with amazement as she effortlessly took his shaft deep into her throat, barely even gagging as she bobbed her head up and down on it, using her tongue to flick at and please the flare in between breaths.

She flicked the filly with her hind hoof, reminding her to continue to work on her task of coaxing the cum from his churning orbs. Her tongue swirled and lapped at his scrotum, making its spherical contents nice and firm as she and her mother worked him closer and closer to completion.

The sounds of moaning, slurping, and suckling filling the room set Scootaloo’s nethers on fire. She panted and huffed around Rich’s balls, softly grinding herself on the carpet below as the sweet-scented musk of her liquid arousal joined the aromatic menagerie in the air around the trio.

Filthy’s cock throbbed in Star Shine’s maw, her experienced tongue edging him closer to his climax. “L-Let’s have Scootaloo— Buck!” he started, interrupted by a particularly pleasurable motion of Scootaloo’s tongue on his balls. “L-Let’s have Scootaloo’s face p-painted with my cum this time, hmm?” he ordered.

“As you wish, Mister Rich~,” Star cooed, dragging Scootaloo back up to her earlier position and forcing her daughter’s lips to the tip of his cock.

Scootaloo quickly set back to work with her tongue, licking and slurping at his shaft. Star took her place at Filthy’s balls, making him buck at Scootaloo’s mouth.

The sudden movement threw the filly off her guard, making her eyes widen with surprise as he forced the head of his shaft into her muzzle. She could only just fit the flare past her lips, but that was all the stimulation the older stallion needed to be pushed past his limit.

He let out a loud growl of dominance as both of his forehooves shot to the back of Scootaloo’s head, forcing her to adjust to the feeling of the flare in her maw as sticky cum flew from the tip and dribbled down her throat.

She choked and gagged a little on his forceful cum shots, but quickly got used to swallowing them down. She loved the warmth of it as it dripped into her belly, and she relished the bitterness of it on her tongue.

Alas, Filthy still had her face to cover with cum. He grunted and tore his stallionhood from her maw, laying it across her muzzle and spraying her with his warm spunk. She used her hooves to help milk his sticky foal-batter from his shaft, letting it stain her face and drip into her vision.

The feeling of cum on her fur took her back to that fateful night, so many months ago, where she was left a quivering mess of a filly after being coated head to hoof in cum.

The twitching and throbbing of his cock caused the cum to completely coat her, some of his cumshots even reaching her lower back and dripping through her tail.

Her insatiable craving for cum left her wanting more, igniting her loins even further the more cum spurted forth from Filthy’s shaft. She caught a few jets of spunk in her hooves and began to smear it across the patches of orange fur on her face and chest that weren’t already stained a shade whiter by his seed.

“G-Grah! I-I always knew you were the sluttiest little cumslut of all my daughter’s friends~,” he moaned, rolling his hips back and forth to grind his shaft back and forth in her hooves. The last dregs of his cum dribbled from his tip, and Scootaloo quickly moved to slurp it up, not wanting to waste any of his gift.

“S-So naughty, leaving such stains on the floor like a little bitch~,” he cooed as he glanced down at her and noticed the significant circle of liquid arousal she and her mother had left on the floor while pleasing their client.

“You’ve trained her well, Miss Shine,” he praised, sliding his softening cock out of her hooves and wiping it on her cum-soaked face. He panted softly, petting Scootaloo’s sticky mane and letting her lick the seed from his hooves.

“I don’t need to do all that much training, she’s such a quick and eager learner. She reminds me of myself at her age,” her mother responded. “That, and she gets a lot of practice with that cute coltfriend of hers.”

As if on cue, one of the receptionist maids knocked on the open door to attract the trio’s attention.

“Ah, Miss Scootaloo, perfect,” she said, obviously having been looking for her mother. “Master Tumble has arrived, he’s waiting out by the main pool.”

Scootaloo shook the cloud of lust from her mind. Despite her love for cum, the mention of her coltfriend made her heart flutter like nothing else.

She glanced over at Star, who gave her a curt nod to tell her that she was free to go. The eager filly hopped to her hooves and practically sprinted for the door, stopping only when she heard her mother clearing her throat behind her.

“Ahem!” she flicked her gaze quickly at Filthy.

“O-Oh! Th-Thank you for your gift, Mister Rich!” she said, bowing her head respectfully.

“You’re welcome, Scootaloo, do bring those friends of yours around for playdates at my estate more often. Maybe we can set an example for them to follow~,” he cooed.

Scootaloo giggled at his lewd suggestion, using one of the towels available on the wall to clean her face of his cum and make her look slightly more presentable before stepping out of the room.

A trail of liquid arousal dripped down her leg at the memory of what had just transpired. Filthy Rich’s musk seemed to be stuck in her nose and on her tongue, setting her insides ablaze. She craved the feeling of being completely filled with cock and cum, it had been a while since she got to pleasure a stallion, and being able to pleasure none other than Filthy Rich himself lit a fire in her loins that could only be put out by a good filling.

Luckily for her, there was a colt waiting for her who knew just how to satisfy those urges. He was the only colt who knew how to truly please her. Whether it was behind the schoolhouse after class or in some quiet section of the fields surrounding Ponyville, the last six months had been nothing but ‘debauchery and pleasure’, as her mother liked to call it.

She spotted Moonlight down the hall, waiting quietly by the main hot pool. “Moonlight!” she called, waving at him to get his attention.

He smiled waving back as she approached him. She paused for just a moment to admire his sleek blue coat and slightly messy purple mane.

The sight of her stallion served only to further work her up, making her resolve even stronger as she confidently strode towards him. She bit her lip a little and flicked her purple tail from side to side enticingly, hoping to coax out his more dominant personality.

Usually, Moonlight was a rather agreeable and shy colt, preferring to stay inside and read when not with his fillyfriend. But being with Scootaloo had forced him out of his shell a little.

He quickly found himself included in the exclusive and prestigious ‘coltfriends of the Cutie Mark Crusaders’ club, becoming good friends with Rumble and Tender Taps, who both looked to him for advice when preparing for their first times with their respective fillies.

“I didn’t interrupt anything, did—” he couldn’t even finish his sentence before Scootaloo forced her lips to his. His eyes shot open in surprise. She usually was quite forward with him but he seemed really surprised by how eager she was!

The other patrons of the resort watched the show with hungry gazes. It wasn’t often that two foals fucked openly in the main pool area, as such performances were often reserved for the more elite clients of the resort.

The colt slowly relaxed into the kiss. His eyes fluttered closed as his mouth opened slightly, allowing the quivering filly to push her tongue inside and explore his maw.

She breathed in his familiar, comforting musk as she gently pushed him back into the warmth of the hot spring behind him. Breaking the kiss, she glanced down between his legs to see his cock emerging from his twitching sheath. It was significantly larger than the average colt, perfect for her to truly enjoy being rutted senseless without being overwhelmed by the size of a full-grown stallion.

“E-Everyone's watching us...” Moonlight muttered, a warm blush spreading across her face.

“I know,” Scootaloo whispered, her own blush growing as she too realized that the rest of the pools had gone silent while the resort's patrons watched the young couple. She closed the gap once more, pressing her soft lips to his.

Moonlight began taking the lead. Like clockwork, Scootaloo’s teasing and kissing had started to bring out his stallionly side. His blue hooves wrapped around her, pulling her closer as he forced her tongue out of the way to slip his into her mouth, tasting the remaining musk of the stallion she'd just serviced.

“Y-You don't taste like me anymore...” he groaned, prompting a soft whimper from Scootaloo. “We can fix that soon...”

The benefit to having a coltfriend so tedious and meticulous meant that he was never in a rush to get off until he totally lost himself to instinct. Their foreplay would often last for up to an hour as they teased each other until one of them couldn't take it anymore and gave in to their base desires.

Luckily for those watching, it wasn't going to take that long this time.

He broke the kiss and planted a series of quick pecks across her muzzle and face before starting to nip at her neck, just firmly enough for her to feel it. Her breathing quickened as he seduced her with his practiced motions, teasing her just enough to make her wings flutter in anticipation and make beads of her liquid lust dribble from her little slit in long strings, dripping down to the water below.

A low, decidedly male hum emanated from deep within his chest, making her ears fold back and her tail flick with need. He worked his way to the base of her wing, his slight grip prompting her to stretch the leathery appendage just enough for him to slowly make his way up to the tip, sucking it a little and sending wave after wave of arousal through her body.

Releasing his grip on her, the water licked at his belly as he waded backward and admired the prize he received for his careful work: a filly so deeply submissive that she was frozen in place, quivering at each of his motions.

Like flicking a light switch, the sight of her made his shy and submissive personality evaporate almost instantly, turning him into a primal beast of a stallion who took what he wanted when he wanted it. Of course, he didn’t like to hurt his filly, being that she was still his pride and joy, but that wasn’t to say a good bite mark wasn’t on the table to ensure every other colt in the enclave knew she was taken.

The silence latent in the air allowed each of his trots to be heard, the water parting effortlessly for him as he paced in circles around his mare. He tugged at her tail firmly, prompting it to lift and show off her glistening cunny. A giddy rush of excitement surged in her chest at the idea of obeying his silent command, only growing more intense as she heard his slight nicker of approval.

He puffed out his chest and held his head high, the hungry look in his eyes showing Scootaloo the effect her scent had on his confidence. Each slight glance reminded her of her place as his broodmare, driving her deeper and deeper into the embrace of submission enveloping her mind.

After taking his time to tease and prime his mare to truly serve him, he decided it was time for the foreplay to end. He let out a gruff snort, a primal demand for her to properly present herself.

She did so almost instantly, pushing her head down and her flank high into the air as she flicked her tail over her rear, fully exposing her lust-soaked fillyhood and tight pucker. A familiar haze of sexual energy clouded her vision, locked into the experience of their scents mixing and combining in the air around her, filling the pair with raw passion.

Moonlight reared up on his hind legs, placing his hooves on her shoulders as his hind legs splashed in the warm water to help him find his balance. After planting his hooves firmly at the bottom of the rock pool, he started to rub his shaft against her sensitive cunny.

She moaned with bliss as he teased her slit. Her natural lubricant soaked his colthood, the warmth of her fluid making him huff with anticipation. Rocking her hips back, she silently begged him to take her then and there by trying to coax his flared shaft into her dripping snatch.

With a sharp jerk of his hips, he shifted the head of his cock to her pucker, making her gasp as he ground his slick member against her tailhole. He gave a single, powerful stroke of his hips, sinking himself deep into her ass.

Scootaloo grunted loudly as the pain of being split by his wide, pulsating flare shot through her body, but the pain was almost immediately replaced by the pleasure of his cock pressing against her insides, making her grunts turn to moans as her tongue began to hang from her open mouth.

He pushed deeper and deeper into her warm depths, groaning with satisfaction as he felt his balls swing against her little slit when he bottomed out in her. He throbbed and twitched inside her, each slight movement of his cock sending another wave of pleasure through her body.

Despite her lust for him, she couldn't help but see images of Nightmare Night flash before her. She recalled the first time she heard his voice asking if she was ready to be rutted for the very first time, the feelings of pain and lust that filled her body as he thrust inside, the raw pride in her chest as she felt him cum inside her, and the even greater happiness that came with having as many colts paint her with their seed as possible.

Her mind was dragged back to the present as he dragged himself out and pushed back in, leaning down and forcing her lower to the surface of the water as he sunk his fangs solidly into the nape of her neck almost firmly enough to draw blood, renewing the bat pony mark of ownership that he commonly gave her to ensure everypony in the enclave knew that she was his to breed and use alone. The mark reaffirmed just how truly belonging she was to him, he had chosen her to be his broodmare, and she had the slight holes in her neck show for it.

Returning to his position bracing himself on her, he began to thrust passionately at her rear. He reamed his flared cock in and out of her tailhole, flooding her body with sensations as she moaned and squealed with pleasure.

Warm water lapped at her chest fur with each powerful thrust, adding to the sensations filling her body and overwhelming her young mind. She basked in the pleasure and absolute authority of her colt, each grunt of ecstasy and moan of lust that slipped from the throat of her lover serving only to increase the happiness she felt at his satisfaction.

He quickly grew bored of having to put in so much effort himself, whinnying an order for his broodmare to work his shaft like she was supposed to. This prompted Scootaloo to begin rocking back against his thrusts, making his balls slap audibly against her wet pussy each time his throbbing colthood slammed into her needy tail hole. She existed for his use, and she would do anything to draw just one more sound of bliss from his lips.

They panted in time with one and another, each wave of ecstasy building a pressure in Scootaloo's nethers that threatened to release at any moment. She watched through the fog of lust that clouded her eyes as the stallions in the room stroked their own cocks and the mares pressed their hooves into their dripping honeypots, deriving as much pleasure as possible from the display of the two foals totally lost to primal desire and raw passion.

Her squeaks and groans of lust became more and more desperate as she felt the need to cum quickly overwhelming her sex-weakened mind. She held on to her climax as best she could, her body tensing around the rod slamming in and out of her rear.

Moonlight's thrusts and jerks became more and more erratic as her tailhole milked his shaft for the creamy cum her body so craved. Like an animal lost in the throes of primal breeding instinct, he threw his head back and basked in the pleasure of using Scootaloo's body.

With a final, dominant growl, he slammed himself as deep into her ass as possible, strand after strand of hot, sticky foal-batter flying from his tip and painting the inside of her tailhole white. His girth spasmed and throbbed wildly, his cum quickly overwhelming her and squirting in long streaks of off-white fluid before splashing into the water below and quickly dissolving away.

The feeling of his semen bloating her tailhole was more than enough to push Scootaloo past her limit. Her clit winked quickly as her slippery fillycum squirted from her cunny and added to the soup of bodily fluids forming below them as well as staining the exposed sections of fur on her coltfriend's hind legs which weren't already dripping with his own excess cum.

He pumped his hips forward in time with his cumshots, gasping and panting as he rested his head on her back, using her for stability as he rode out every possible second of his orgasm buried inside her. As the flow of cum stopped, the remnants of it still escaping her pucker dribbled down her legs in gooey dribbles, making her shudder as she felt the reward for her effort in pleasing her stallion stain her orange fur a shade lighter.

The sound of the other patrons of the resort groaning and gasping as they reached their own climaxes filled the air. Scootaloo watched as cum, both of mare and stallion, stained the wooden floor of the pool complex, the voices of the older ponies adding to the chorus of pleasure that resulted of the couple's rough 'playtime'. Scootaloo looked around to see that the other workers of the resort had taken the initiative of helping the customers ‘immerse’ themselves into the show before them, causing a mood of collective pleasure to roll through the air around them.

They rested in each other's company for a time, happy to simply bask in the serene afterglow of their powerful climaxes. Slowly, Moonlight's cock began to soften, making the filly gasp, shrink and drag against the walls of her sensitive anus as it shrunk back into his sheath.

With a soft grunt, Moonlight pulled his limp shaft from her ass, letting a torrent of still-warm semen flow down her legs from her widened rear and mix into the water below. Pride welled up in her chest at having pleased her stallion and received his most generous gift of warm spunk.

“I-I love you...” Scootaloo muttered between her breathless pants.

“I l-love you too...” Moonlight replied the first Equestrian words he'd spoken since losing his mind to lust and resorting to his gruff, primal demands.

He watched as globs of his cum made their way down her legs, licking his lips at the sight of his filly's slutty stance. Still feeling the testosterone flowing through his veins, he tapped her flank to prompt her to spin around.

Water dripped from her body in a hypnotic rhythm as she stood from her position of presenting herself. Water had splashed all the way up her chest and her belly from their passionate sloshing and shifting in the pool, leaving her with a slight heat on her body even as she returned from her land of ecstasy and submission.

She turned to face him, grinning innocently at Moonlight for a few moments before he pushed his lips to hers once more.

“W-We're not done yet...” he told her, making her heart pump at his dominant tone. He roughly forced his tongue past her lips, exploring her mouth with an even greater fervor now that his body had been set into overdrive by the power of his climax.

It wasn't long before he started to stiffen once more, his half-chub quickly starting to stand at attention. She broke the kiss and eagerly returned to submitting to him, showing off her ruined ass and dripping little cunny.

She looked back over his shoulder at him, putting on the most seductive look she could imagine. However, she hadn't quite mastered such a look, leading to a more innocent appearance that made her look vulnerable.

Moonlight, couldn't resist such a powerful expression of defenselessness. He trotted over to her and began to mount her once again, rubbing his still-hardening shaft against her sodden, slightly cum-stained lower lips to help coax himself back to full mast.

He looked down at his filly, who bit her lip and ground herself against him, she needed to feel filled again, and she wasn't going to wait for her colt to take his time.

As much as he didn’t appreciate being told what to do, silently or otherwise, he wasn’t much in the mood to take his time. He wanted her to be filled as many times as possible before they were done, pulling away in preparation to slam himself into her needy cunt.

Just as he was about to thrust himself inside her, however, they heard a new, unfamiliar voice.

“Scootaloo?” the voice called, it sounded like it originated from a pony close to their age.

Their focus on each other broken, they both looked around to find the source of the voice.

“You're Scootaloo, right?” the voice asked again. Scootaloo saw where it came from this time, a pair of bat fillies standing on the other side of the pool complex.

One was smaller than the other by half a head or so, with a messy mane of jet black hair and a baby blue coat. A giddy smile was spread across her face as she looked around the pools and bounced on her hooves in an idle, hyperactive dance. A cutie mark of a red heart wrapped in musical notes sat on her flank.

The other, taller filly was a more serious looking bat, with a grey coat and neat purple mane, held in place by her green headband, which matched her abnormally vibrant eyes in comparison to the rest of her muted color scheme. Unlike her companion, she didn't have a cutie mark and carried a pair of nondescript brown folders.

Moonlight caught on not long after his fillyfriend, dismounting her with a wet 'splash' and looking to her to respond.

“Y-Yeah!” she panted, still feeling her craving for seed tickling her sensitive foalhood. They both stepped out of the pool, shaking themselves dry a little.

“Great. We've been looking all over this enclave to find you, we're here on the behalf of the Night Mother,” the grey filly stated. “I'm Cumulus, and this little ball of annoying energy is Heartbeat, we're with the Night Mother's private guard,” she informed them, both ponies wandering to the side of the pool as Moonlight and Scootaloo made their way out of the warm water.

“Pr-Private guard?” Moonlight asked, feeling his hormone-driven confidence fade away. “Wh-What could the Night Mother want with Scootaloo, h-has she done something wrong?”

“Nope! We're here to personally deliver these offers to join us!” Heartbeat said.

“I-In the night guard?” Scootaloo asked, why would Princess Luna want her in the night guard?

“No, the Private Guard is separate from the Night Guard, it's a largely ceremonial group. We're all trained to fight, but the Night Guard is hoof-selected for their physical prowess and strength,” Cumulus explained.

“So what have we been selected for?” said Moonlight, never having heard of such a mysterious guard.

“The same thing most of us have been selected for,” Heartbeat began. “To get her off!”

Both Scootaloo and Moonlight choked on the air at her bluntness. “To do wh-what?” Moonlight scoffed.

Cumulus gave her head a firm tap, “Yes, in more civilized terms, Scootaloo was selected due to her impressive performance on Nightmare Night, to the point where the Night Mother wants her to be by her side, tending to her lustful desires in anyway she can.”

The grey filly turned to face Tumble, “Moonlight Tumble, was it?” she asked, glancing down at one of her folders.

“That's right.”

“Your offer, Tumble, is directly due to your relationship with Scootaloo. Relationships between those inside of the guard are actively encouraged, and frankly, we fillies far outnumber the colts and they could use the help.”

She gave each pony their respective folders to look through. Each was sealed with the wax seal of Princess Luna, designating it as official documentation. Scootaloo was acutely aware of the cum still dripping down her legs. She felt her arousal fade a little at the prospect of reading fancy documents.

“Of course, you do require parental consent to enlist, the Princess doesn't usually stage surprise orgies without anypony's knowledge in the Everfree Forest, everything is about consent of all parties,” Cumulus said. “The paperwork is in there for both you and your guardians.”

They took their time to look through the thick binders of paperwork. Scootaloo being the first to decide it was far too boring to look through, being almost exclusively disclaimers and waivers with legal jargon she had no hope of understanding, maybe Sweetie Belle could help, she usually knew what everything meant.

Even with the documentation and the filly's reassurance that it was all above board and her instinct as a bat pony to serve the Night Mother in any way she could, Scootaloo still had some apprehension. “I-I dunno, I don't want to have to leave my friends behind, or Star...”

“We usually get weekdays off to attend school back home, most of us live in the Canterlot or Ponyville enclaves at this point, and the Night Mother values our education highly, she commonly likes to be directly involved with our lessons.”

“Yeah! And we go on fun field trips to meet the Wonderbolts and stuff like that!” Heartbeat chimed in, trying her best to do her part in convincing the pair to accept the offer.

“I kinda agree with Scootaloo, I don't really know if I could leave Mom and Dad behind...” Moonlight said, snuggling closer to his fillyfriend, who pulled him into an affectionate nuzzle.

Heartbeat's bouncing seemed to stop almost instantly, she hangs her head in shame at having failed to convince them. Cumulus, however, wasn't so convinced they'd tried every avenue, flicking a wing against her side and nodding to the semi-erect cock that bobbed underneath Moonlight's belly.

Heartbeat giggled as Cumulus took the lead in sauntering towards Moonlight. “Maybe you need a little more convincing, we treat our colts very well in the guard, mayhaps a demonstration is in order~,” she teased, pushing Moonlight to his back gently and exposing his soft shaft.

The blue filly quickly followed up on her friend's initiative, sitting at his rear and looking up to him for a sign of his consent.

Moonlight debated the proposal for a moment, before gulping nervously and giving a short nod. Heartbeat eagerly got to work taking his hardening flare into her warm mouth, suckling and flicking it with her tongue.

Scootaloo watched as Cumulus joined the other filly, taking his tight scrotum into her mouth and sucking it firmly. A look of slight jealousy crossed her face for a few moments at the sight of fillies other than her pleasing her colt.

Not to be outdone, Scootaloo straddled her colt and pulled him into a deep kiss, letting him pull her to lay atop his larger frame. Her arousal pooled on his belly as he flicked his tongue into her mouth, moaning into her as the fillies teased his erect cock.

Scootaloo's breath quickened as she lustfully made out with her colt, feeling her need grow between her legs with each slight groan and huff of the colt slowly being dragged back into his sea of pleasure.

Breaking the kiss, he gave a single gruff nicker, a simple order: get on with it. He needed to get off, he didn't care which of the sluts did it, but he wanted it done then and there.

Heartbeat began to do as he ordered, taking more of his throbbing member into her maw before being stopped by her friend's hoof pressing against her forehead to force her off his cock.

She whined a complaint. “N-No fair, I got to him f-first~,” she stammered, feeling his musk penetrate her mind and dull her thoughts with each of her shaky breaths.

“Tumble is Sc-Scootaloo's to please. Besides, this way we can 'convince' her too~,” Cumulus replied, only slightly losing her composure to the powerful scent of the dominant male.

They both stepped away, watching to see what Scootaloo did next.

Scootaloo began to pepper him with kisses as she moved down to pleasure his swaying colthood, down his cheek and neck, over his chest and slightly arousal-sodden belly, before planting a final kiss on the head of his shaft. She held her mouth there, slowly opening her lips and taking his tip into her wet maw.

She began to bob up and down on his shaft, moaning softly to send vibrations through him as she pushed more and more of his member into her needy mouth. Her tongue flicked any part of his cock it could get to, focusing on the tip. One of her hooves took Cumulus' place, playing with and pulling at her coltfriend's tight sack. She needed to feel his pleasure, and every throb of his shlong on her tongue reminded her of just how good it felt to please.

The other foals waited patiently for her to settle into a comfortable position before sauntering back over to her, giggling a little as they watched her flank sway, exposed to the rest of the room’s occupants.

She had almost forgotten that the two fillies were still there until she felt a pair of small hooves start to spread her puffy foalhood and a warm tongue press up against her labia.

Ecstasy shot up her spine as she felt one of the fillies wrap their lips around her small, underdeveloped teats, sucking on them and dragging her tongue across her little nipples. Her moans and squeals of pleasure inspired a new fervor in Moonlight, who sat up slightly and placed his hooves on Scootaloo's head, pushing her down firmly and forcing her to take his into her mouth past his medial ring.

She gagged slightly on it, feeling his flare make her throat bulge slightly as it began to twitch harder and more frequently. He was still sensitive after their earlier rut, making him much easier to edge closer to his climax.

He groaned as he watched the three fillies work, the sight of all three locked in such compromising positions combined by the unique aromatic feast of the latent musk of three horny little mares driving him closer and closer to the edge.

The tongue at Scootaloo's rear attacked her insides ruthlessly, twisting and diving deep into her cunny in a desperate attempt to make her cum. Whichever filly who was once pleasing her teats shifted her focus to the base of her wings, nibbling at them gently to prompt them to quickly unfold before starting to run her mouth against the outside of the wing, pausing at her wing tip to focus the pleasure at her wing's most sensitive spot. An unimaginable pleasure surged through Scootaloo's body, their practiced tongues working her in just the right ways to hold her at the edge of her orgasm.

They stayed locked in their positions for what felt like hours of intense pleasure. With Scootaloo moaning and grunting around her coltfriend’s penis while Heartbeat and Cumulus worked their tongues around her teats and into her cunt respectively.

Suddenly, Moonlight tensed, screwing his eyes shut as he gave the back of Scootaloo's head a firm shove, forcing her muzzle to press against his crotch as cum started to spurt from his tip once again. She coughed and gagged on the jizz filling her throat, feeling a few drops dribble from her nose as he bucked at the source of his pleasure.

Her lungs burned for air and black spots tugged at the edges of her vision, but the sound of her colt climaxing and the warmth of his cum slipping down her throat into her belly in long, sticky ropes still sent her headfirst into the river of orgasmic bliss that flowed through her body from her pussy.

“G-Gah!” Cumulus grunted from behind Scootaloo as her clit squirted her face with a stream of fillycum.

Despite being coated in her fluids already, Cumulus shifted her focus from her insides to her winking clit, attacking it with her tongue in the same way as she had been to her walls to help Scootaloo ride out her orgasm while she swallowed as much of her sweet liquid as she could.

Moonlight let go of Scootaloo's head, letting her tear away from his member and have the last of his cumshots squirt across her muzzle and into her mane.

She panted as the last of her fillycum drained from her body, leaving her weak and feeble as she flopped down upon him. Her lungs still burned after being suddenly left devoid of air, making her gasp for as much air as possible as she coughed up the last of the cum she couldn't get down her throat onto Moonlight's chest.

“S-Sorry...” Moonlight said, stroking her mane affectionately.

Scootaloo tried to form a witty response, but the raw bliss of her afterglow rendered her unable to produce anything other than a few muttered babbles of lust.

Cumulus and Heartbeat watched the couple snuggle each other for a while, Heartbeat setting to work licking as much of Scootaloo's cum from her partner's face. They gazed at their weak forms, glancing at each other as an idea formed simultaneously in their minds.

Skipping to their side, Heartbeat shoved Scootaloo off of her coltfriend's body, laying her on her back.

“H-Hey!” Scootaloo said, pouting up at the fillies as they paced around them.

“We can't let you have all of the fun!~” Heartbeat teased looking over Moonlight's body with a cute look of wanting like any other foal would look at a piece of candy before begging their parents to purchase it for them.

Cumulus positioned herself above Scootaloo, her rear facing the exhausted filly, causing her arousal to splash upon her face in clear, glistening droplets. She planted her hooves on either side of her as she began to lower herself down to Scootaloo's muzzle, giving her just enough time to take the hint and open her mouth before the bigger filly's cunt pressed against her lips.

With a content and satisfied sigh, she began to grind and rub herself on Scootaloo, whose tongue flicked and lapped at the other filly’s tight slit.

Cute squeaks and moans of pleasure slipped from Cumulus’ lips, her calm and collected facade giving way to the more lustful personality beneath the surface. After finding her balance, she completely shifted her weight onto Scootaloo’s muzzle, forcing her tongue deep inside as her hot breath tickled the tiny winking clit that ground against her chin with each of her soft bounces.

Not wanting to be outdone, Heartbeat quickly took her position above Moonlight. She was considerably wetter than her friend, her arousal leaking from her pussy in long strands of natural lubricant.

She quickly forced herself down on Moonlight, giving him almost no time to prepare himself as her plot smothered his muzzle. He writhed under the filly as she gasped with pleasure, grinding herself on him, oblivious to his panicking.

Cumulus mustered the mental strength to power through the moans and grunts of pleasure at Scootaloo’s methodical exploration of her love tunnel, glancing over at her friend.

“H-H-Heartbeat, remember what we talked about~,” she moaned, trying to no avail to restore some of her serious persona.

Heartbeat instantly pulled herself off of Moonlight. He gasped for breath, his chest heaving as he regained some of his energy.

“I-I’m so sorry!” she cried, still feeling the last of the bliss she’d felt from grinding herself on him tickle her snatch. “I-I’m st-still learning a-about all this…” she muttered, sniffling a little at her inexperience.

“It’s okay!” Moonlight reassured. “Let’s try again~,” he moaned, grasping her flank with his hooves and roughly pulling her back down onto his muzzle, making her scream with surprise and pleasure as he forced her cunny apart with his tongue.

Heartbeat quickly began to grind herself on him, biting her hoof to muffle her moans of ecstasy as his nimble tongue shot in and out of her hole. The two fillies riding their new friends leaned over and began to kiss each other with lustful fervor. They moaned into each other’s mouths, hushing their lewd noises.

Cumulus whimpered as she tried to hold back her orgasm. Her whole body shook in waves of effort while she tensed, trying to quell the inevitable pressure in her belly that threatened to explode with each powerful shove of Scootaloo’s tongue.

Scootaloo gave her clit one last powerful flick, making her break the kiss and throw her head back in glee and howling with raw lust. Any modicum of restraint left her mind as she desperately humped against Scootaloo’s tonguefucking, her fillycum pouring down the other filly’s throat in long squirts.

The orange filly gulped it down greedily, savoring Cumulus’ slightly bitter taste as her face took on a slightly slippery sheen with the excess foalcum that covered her.

Heartbeat wasn’t far behind her partner, biting down hard on her hoof to stifle her cute squeaks and squeals of pleasure as she too reached her climax. She flopped forward, losing her balance on Moonlight’s face and falling forward with her head between his crotch, forcing her to take in his intoxicating scent which served only to intensify the sensory overload which rushed through her body in powerful waves.

A squirt of her fillycum stained Moonlight’s chest a shade darker each time another twinge of sensation hit her quivering body, dribbling down his sides and pooling beneath him while bathing him in her sweet scent.

The four foals panted as they basked in their respective afterglows. Scootaloo licked her lips clean of sticky fillycum while Moonlight helped Heartbeat ride out her orgasm by teasing her exposed slit with a hoof.

The duo rolled off the other two foals, stewing in lust and exhaustion as the last of their energy left their body.

“I-If that’s wh-what being in the guard is like, I-I think I wanna join in…” Scootaloo muttered, snuggling with Cumulus on the floor.

“Yeah, M-Mom and Dad can handle me being gone,” Moonlight panted, planting a kiss on Heartbeat’s forehead.

“E-Excellent,” Cumulus said, regaining her slightly colder exterior now that her itch had been scratched. She focused for a moment to stop her twitching limbs. “We’ll help you with all the paperwork tomorrow, Heartbeat and I are excited to have you onboard, isn’t that right?” she prompted, only to hear a cute snore from her friend in response.

The three who were still semi-lucid giggled softly at how quickly Heartbeat fell asleep.

Alas, Cumulus was not far behind, rolling over and returning Scootaloo’s hug as the steamy warmth pulled her into sleep.

As the final couple joined their new friends, Scootaloo was reminded of something she was supposed to relay to her coltfriend.

“N-Night Sky’s having a sleepover tonight…” she muttered, looking over at him.

“Hm, maybe w-we should show our new friends what sleepovers are like here in Ponyville~,” Moonlight teased.

Scootaloo smiled knowingly, relaxing into Cumulus’ warm embrace as she let sleep take her.

From the corridor behind them, Star Shine watched the foals finish their play session with pride. Her little filly was going to be part of the most prestigious group a bat pony could ever ask to join!

For now, though…

She nodded to a pair of maid mares on the other side of the pool. “Take them to the double-king room, they’ll be out for a while,” she said, prompting the mares to diligently pick up the four sleeping foals and carry them away from the prying, perverted gaze of the rest of the Haven’s patrons.

They did have a long night ahead of them, after all. And they would need plenty of energy for what was to come next.