Stacy stood and watched in amazement as the stallion approached Morningstar, the little filly that she'd fallen in love with the year before. The stallion was a big horse, much bigger than Morningstar, and as he approached the filly his penis began growing, appearing as if out of nowhere until it was at least two feet long, big and black and menacing. She couldn't believe something that big would ever fit inside little Morningstar.

"Are you sure she'll be OK?" she asked, her voice cracking with concern.

Chris smiled. "Yeah, she'll be fine."

"She's just so... She's so young..." Morningstar was being coy, facing the stallion, not giving him access.

"She'll be fine," Chris said again. "Blade's very experienced, he knows what to do." She looked at Chris, he was looking at the horses as he talked. "It's always best for a filly's first time to be with an experienced stallion." He looked at Stacy and gave her a little smile.

Stacy felt funny at that moment. Chris was just talking about the horses, of course, and his smile was no doubt just an effort to reassure her, but she had a weird feeling that he was talking about her, too. At twelve years old, Stacy was a little filly herself, and Chris was certainly an experienced stallion. Their age difference, while very big, was about the same, in horse years at least, as Morningstar and her suitor.

She looked back at the stallion and saw his big penis hanging down, swinging as he tried to get into position while Morningstar did a coy little dance with him, and she suddenly thought of Chris. What does he look like when he's sexually excited? How big does his penis get? She had to close her eyes and shake her head to get the image out of her mind, Chris standing there with a big erection, ready to mate...

She'd met Chris the year before; his horse ranch is near the resort where her family stays for two weeks every summer, and she'd gone exploring on her bike and wound up at Chris's ranch. She was worried he might be unhappy that she'd ventured down the dirt road to his place--many of the people out here don't like visitors much--but he assured her that it was fine, told her he gets very lonely out there by himself since his wife died a few years earlier.

They rode horses together that day, and every day of that vacation, but what she liked best was grooming the horses, particularly the little yearling Morningstar. She and Morningstar bonded very strongly that summer, and he told Stacy that she might get to ride her next year. He had asked her if the rest of her family wanted to come and ride horses too, but she lied to him--"No, they don't like horses." For some reason, she didn't want them to know that she was visiting this grown man. She couldn't really say why.

The next year, as she rode her bike down his dirt road, she felt excited. She couldn't wait for the chance to ride Morningstar. As she rode up, she saw Chris in the horse yard and waved to him. "Stacy!" he shouted, waving back. "Good to see you again!" He washed his hands and walked over to her and shook her hand.

"How's Morningstar?" she asked him.

"Well, you've come at an interesting time..." He explained to her that there was a man from a few cities down that wanted to buy her, but he told him she's not for sale. So the man suggested that they should breed her with his prize stallion, and Chris agreed. As he related the story, he saw the shocked look on Stacy's face. "I'm a horse breeder, you know," he said.

"Yeah, but..."

"Well, today's the day, so unless you want to watch, maybe you should come back tomorrow or something?"

"No, that's OK," she said. "I'll watch."

The stallion paced around the filly, his big penis swinging. Morningstar kept turning to face him, looking very nervous. "I don't think she wants to," Stacy said.

"Oh, she's just being coy. They all are, their first time." Again Stacy couldn't help but wonder if he was talking about her. As she watched the horses doing their little mating dance, she wondered what it would be like, her first time. Would she be coy? And how would Chris convince her to accept him? She smiled to herself at the realization that she was just assuming that Chris would be her first. It was a silly idea, of course, he was in his forties and she was only twelve, but it was sort of fun to think about, anyway.

The stallion was nuzzling into Morningstar's side. For the first time, the filly wasn't turning to face him. Stacy couldn't figure out if the stallion was being sweet by nuzzling her, or if he was being aggressive. Hard to tell with horses. But the stallion appeared to know now that the filly was more accepting, that he'd finally gotten the advantage in their courtship, and in about one second he had mounted her. For better or for worse, Stacy had the perfect vantage point to watch that huge penis enter Morningstar. The filly whinnied and appeared to be struggling to get away, but once the stallion was in her he obviously wasn't going to let her go, and besides, with most of his weight on top of her, there wasn't much the filly could do, and as she moved, the stallion moved with her, keeping his penis inside her.

The stallion started biting Morningstar on the back. "Oh man!" Stacy said loudly, "he's hurting her!"

"She'll be OK," Chris said, and put his hand on her shoulder in a comforting gesture. The stallion was completely in control now, Morningstar had a wild-eyed look but wasn't struggling anymore, and the big horse pumped in and out of her. Stacy still had a perfect view, watching that enormous penis burrowing into her favorite little horse.

And then it was over. The stallion dismounted and both horses just started munching grass, almost as if nothing had happened at all.

"Well, that went good," Chris said, removing his hand from her shoulder. "Morningstar did great, don't you think?"

Stacy just stood there, not really able to say anything. She was a city girl, she'd never seen anything like this before and she was kind of stunned. "So," she was finally able to say, "do you think I could brush her or something?"

"I'm sure she'd love that," Chris said, "but the stallion's still pretty aggressive, so you shouldn't go in there. I'm going to leave them together for a couple of hours, in case he wants to mount her again, but after that she'd love a brush-down, I'm sure."

Stacy looked at the horses. The stallion's penis was smaller, but it was still hanging down noticeably. She imagined that he would want to mount the filly again, maybe several times.

"I was thinking about getting some lunch," Chris said, "you want some? We could pack a picnic and go riding a bit."

"Sure," Stacy said.

They sat on the ground at a nice little clearing by a creek, eating sandwiches and talking.

"So, is Morningstar going to get pregnant now?" Stacy asked.

"If we're lucky."

"You're sure she's OK? I mean, that stallion is just so big..."

"She's fine."

"I never knew, I mean," Stacy could feel herself blushing, "I never knew that a horse's, you know, penis, was so big!"

Chris smiled at her and she felt her face burning. She felt silly, having said that. "It usually isn't," Chris said. "It just gets that way when they're ready to mate."

"Yeah, I know, I'm not that stupid!" she said, trying to grin through her embarrassment.

"I'm sorry," he said, "I didn't mean that you were stupid!"

"Well, I know some things, you know."

"Yeah? Like what?" He grinned at her and she felt her face blush again.

"Like, erections." She sort of blurted it out and felt totally silly afterwards.

"Like erections?" He was grinning broadly.

"Yeah, like erections!"

"What do you know about erections?"

Her face felt very hot. "Um, I guess, you know, the guy gets... His penis gets big..."

He just smiled at her. "Yeah? How big?"

"I don't know!" she said. She was feeling very embarrassed. "How big is yours?"

"When I have an erection?"

"Yeah, when you have an erection."

Chris held out his hands. "About like this, I suppose." His hands seemed very far apart to Stacy.

"So what else do you know?" he asked.

Stacy was feeling a little funny. All this talk about sex made her feel strange. "Um, I don't know. Like what?"

"Like, what happens when a man has an erection?"

"I know all about it," she said. "He puts it in the woman and then he ejaculates."

"Ejaculates?"

"Yeah!" He was smiling at her, obviously expecting her to say more. "You know," she said, her face getting flush again, "puts his sperm in her."

He was grinning at her. "'Ejaculates,' 'puts his sperm in her?' You make it sound very clinical!"

"Well how would you say it?" she asked, feeling embarrassed and defensive at the same time.

"I don't know, I guess I'd say, the man and woman make love."

"OK," she said, "they 'make love.'"

"And after they have made love for a while, the man has an orgasm, maybe they both have orgasms, and when the man has an orgasm, he comes--his semen shoots out of his penis and into the woman."

Stacy was feeling very flush now, partly from embarrassment or nervousness, but also partly because Chris's description was very sensual, even exciting.

"Do you know about orgasms?" he asked her.

"A little bit."

"Have you ever had one?"

"Um, maybe..." She didn't want to tell him that she masturbated sometimes.

"It's wonderful," he said. "It's like all this energy, all this sexual energy, just explodes out of you. At least, that's what it's like for the man."

"Explodes?" She repeated the word almost more out of fascination than anything else. Chris certainly does make sex sound, um, interesting...

"Yeah, that's what it's like for the man, at least. I don't know about the woman, since nothing actually explodes out of her. But you'd know more about that than me."

"It explodes out of you?"

"Yeah, you know, when you--when I ejaculate."

"Ejaculate? Now you're sounding clinical!" She grinned at him.

"OK, how about, 'when I fire my come out of my cock.' Is that better?" He smiled broadly at her, obviously enjoying the chance to talk so dirty to her.

"Yeah, a bit better," she said, smiling. She could hear her voice crack.

"How 'bout, 'when I shove my cock in all the way and pump my load inside you? Do you like that better?"

"Inside me?"

"Yeah, well, I meant... I meant 'inside the woman.'"

"You said 'inside me.'"

"Freudian slip, I guess." He smiled at her.

They sat quietly for a moment; it was like his comment was hanging in the air between them. Then he reached out and put his hand on her leg.

It all happened very quickly. The next thing she really remembers, she was laying down on the picnic blanket and he was laying next to her, sort of on top of her, kissing her. He had his tongue in her mouth and a large hand cupped over one of her breasts, squeezing it gently. Then as he continued kissing her, he started unbuttoning her shirt, then pushed his hand under it and under her bra and was touching her bare breast, rubbing her nipple with his fingers. She hardly had even a second to decide whether she liked it, whether she liked having his tongue in her mouth and his hand up under his bra, when he was reaching down and unbuttoning her pants.

She was too shocked to say anything, she just lay there, mute and terrified, when he finally broke his aggressive kiss, sat up and started pulling her pants off. Then he spread her legs and knelt between them, unbuckled his belt, and pulled his pants down.

And then her stallion mounted her. She felt a searing pain as his huge penis entered her, and she squirmed, trying to get away, but he was laying on top of her and there wasn't anything she could do. Then he started pumping his penis in and out of her, kissing her and shoving his hand under her bra again as his huge penis violated her, plunging deeper and deeper into her. The little filly lifted her legs in the air, suddenly and unexplainably wanting him even deeper in her, all the way in her.

A moment later he broke his kiss. "Oh my god, Stacy," he said, his eyes rolling, and then he let out a long, low, masculine grunt and she knew he was ejaculating, firing his come out of his cock, shoving his cock in all the way and pumping his load inside her.

He lay on top of her for a moment, panting, and then he gingerly removed his penis from her vagina.

They lay next to each other for a moment in silence. She felt very strange, laying there bottomless next to him, she could feel his semen leaking out of her vagina and down to her anus. "Stacy," he said quietly, "I'm sorry, I don't know what..."

"It's OK," she said softly. "You're my stallion," she smiled sweetly at him, "and I'm your filly." He smiled at her, and then they hugged, holding each other tightly for a while.

When they rode back to his stables, Stacy asked if he thought Morningstar and the stallion were done yet. "Maybe," he said, "we'll see." But when they got there, the stallion was munching some grass, his penis still distended. "Doesn't look like he's quite finished yet," Chris said. Stacy giggled.

As he helped her off her horse, he said, "I don't know about you, but I think I could use a shower."

"Yeah," she said.

They went into the bathroom together and he started the shower, then turned to her and started taking her clothes off. Soon she was naked, and he started taking his clothes off as well, and finally she saw his penis for the first time. It looked huge, standing up thick and erect.

"Doesn't look like you're quite finished yet, either," she said.

"I could definitely have another go at my little filly, if she'd let me."

She looked up at him, biting her lip and smiling.

They climbed into the shower together and he picked up the soap and lathered it in his hands, and then he began washing her, touching every part of her body, even her vagina and her anus. When he was finished, he took her hands and put them on his penis. She was amazed at how hard it was, big and stiff. She was too nervous to do much more than just hold it.

Chris turned off the shower and took her hand and led her to his bedroom. His window overlooked the stable yards, and she saw Morningstar and the stallion; the stallion's penis was fully distended again, and Morningstar was standing so her backside was facing him while she munched some hay. Stacy couldn't help but smile to herself. That little hussy, she thought.

As she climbed on the bed, she looked at Chris. His penis was fully distended as well, huge and hard and sticking out from his body. He climbed on the bed and she spread her legs open; she found that she wanted that penis inside her more than anything else in the world right then. She couldn't help but smile to herself again. I'm a little hussy, too.

As Chris mounted her, she heard Morningstar whinny and she knew that the filly was being mounted by her stallion, too. She smiled, feeling an intimate connection with her favorite little horse, both of them giving themselves to their stallions.

It felt wonderful as Chris drove his huge cock into her. It felt like he was splitting her open, but it didn't hurt--at least not too much. She loved it when he reared back and then drove into her again; she could feel the head of his penis driving deep into her, his testicles slapping up against her anus. She heard the stallion snorting and figured he was done with his deed, but Chris was not done. He rode her like an expert, taking his time, slowing down and speeding up, using her body for his pleasure for as long as he wished. He kissed her a lot as they made love, and sometimes moved his head down and squeezed her breasts and kissed her nipples, sucking each one in and nipping at the teat. She wanted him to suck her nipples forever.

Eventually she heard Chris grunt, and she knew he was orgasming. At the last possible moment, he pulled his penis out of her, and she watched in fascination as his semen "exploded" out of him, landing on her neck and chest.

Stacy cleaned herself up and they went out to the stables again. Chris led the stallion into a stall and Stacy offered an apple to Morningstar, who nuzzled sweetly into her, happy to see her young friend again. Stacy smiled as she scratched Morningstar's nose, thinking of the intimate connection that the two of them now had.

Stacy went back to Chris's ranch every day that she could that summer. She rode Morningstar quite often, though unlike the little horse, whose stallion had gone back to his owner's ranch, Stacy and her stallion made love every day, sometimes several times each day. She loved the way it felt when he mounted her, loved his powerful strokes as he pumped his huge penis in and out of her. He never came inside her again, always pulling out before he orgasmed, and she got to watch in fascination as his come exploded out of him. She was sorely disappointed when her vacation came to an end, but she promised both Morningstar, and her stallion, that's she'd be back again next year.