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Brandon looked out of the car window as Donny drove him down the tree lined street. He sighed a little at his current thoughts. Donny, his now lion lover, looked over at him several times. "It'll be ok Bran, really." Brandon sighed, his breath fogging the window of the sedan slightly.

The two had met the older Clydesdale equine Ben several years ago, and had slowly fallen in lust with each other, then in love and had kept their good friend Ben, in their circle of friends. First it was just sexual friends, then eventually, real friends. Birthdays, Christmas, all of them. Brandon was shocked to find out Ben only had one brother left, and no other family, and now....

Brandon chocked back a sob knowing how lucky he and Donny had it. The car turned down Oak St, and made its way to 1920. The house stood brightly light, waiting for the owner to leave. Brandon leaned over and pressed his equine lips against the leonine who sighed. "You'll do well Brandon. Just remember why you're doing this." Brandon nodded, and exited the car. Donny drove off quickly.

Brandon watched the car drive back the way they had come, and disappear out of sight. His mind slipped to the time several years back when he first walked up this sidewalk to the modest bungalow in the University District. It was close walking to shopping, down town, the college, all of it. Ben had never wanted for anything. Well, almost anything.

The equine squared his shoulders. He'd dressed well this evening. Tight black shirt to accentuate his now broad chest and shoulders. Slender dark blue blue jeans with his package neatly, and demurely tucked away. His mane shone. He'd finally found the right mixture of oils to make him look handsome, without looking like he was covered in olive oil or a crouton in some ladies salad. He chuckled at the thought.

Brandon shook his mane. It was growing out now. Nothing would ever cover his natural, and very plain features, but he'd learned to accentuate them. His plain face, and coloring looked nice in dark colors. A little mane oil and product gave him something resembling a nicely flowing mane, even if it did take several hours to comb out before hand.Hard work and determination in the gym had given him a very nicely sculpted, and thick body. He was very proud of himself.

The sun continued to set as he walked up to the huge oaken door set into the stuccoed wall of the bungalow. He reached out and pressed the doorbell, and waited.

A few seconds went by with nothing. Again, Brandon pressed the button, but he couldn't hear anything. He rapped on the door hugely. Nothing.

Timidly he reached out and opened the door. Loud jazz music met his ears. He winced a little and stepped inside. "BEN!?" He shouted. The walls were bare, the furniture was all stacked in neat piles, labels on everything. "BEN!?" He shouted again.

The silence all but deafened him, and he found his own tinnitus meet his ears ringing a little. He shook his mane at the sensation.

"Brandon?" Ben answered rising up from turning off the portable stereo that stood in the hallway. The Clydesdale looked shocked. He glanced at a watch he had on his wrist. "Wow, I had no idea it was this late, I'm sorry!" Ben strode forward and took the younger horse into his arms for a huge hug, and a gentle kiss. "Come in! Where's Donny?"

Ben lead Brandon into his den in the back. The old sectional sofa still stood in its familiar L shape, but the entertainment center with countless classical and other CD's were gone. Brandon felt himself sigh at the signs of change. It didn't seem all that long ago, but a big part of his life was getting ready to get up and leave.

"Donny has plans with some friends, and I'm here instead." Brandon stared Ben square in the eye. The older horse snorted. "But you said you had a present for me before I leave?"

Brandon nodded. Ben was leaving. His brother had cancer and maybe only a year to live. His last living relative. He was going back to the east coast, and then after that, who knew. Ben was wondering if he might just look up a nice restaurant he could manage out there.

"I know, that's why I'm here instead." Brandon smiled a little. "Just like old times." Ben scowled. This wasn't fair. He'd always have the two over, they'd wrestle, have fun, he'd top Donny, Brandon would give him head, he'd give Brandon head, it was awesome. Not to mention the times out at coffee, dinner, or for Christmas. He shook his huge head. "That's not fair...I..."

Brandon stood up and clamped the bigger equine's muzzle shut with his muscular hands. "Life isn't fair old stud." Brandon gently left off the gaping maw and smiled. "I'm here for the both of us."

Ben shook his head confused. "What, well, what is the present?"

"Me." Brandon smiled confidently tossing his mane and sitting down next to Ben, draping his arm lazily over the bigger equine's shoulders.

"Huh?" Ben stared at the stallion next to him opened mouthed. Brandon was now 25 and greatly changed from the timid young colt who had arrived on Ben's door step. Studly was the word. Well muscled, confident, well dressed, and able to look people in the eye. So different from the shy little colt that Ben remembered from some years back. He shook his head in confusion. "What?"

"I said, your present is me."

Ben was about to rise up, but found himself leaning back as the younger horse pushing him back against the cushions, his thick paw lingering on the white t-shirt the older stud wore. Ben shuddered at the confident touch. Brandon pulled out a slim package and set it on the end table. "That's for after I'm gone ok? For now, you need something no one else could give you. No one but me. You've taught me so much, who else can teach the teacher but the surpassing student?"

Ben blinked at those words. "Surpassing student?" Brandon reached forward and took Ben's hands into his. "Who was it who could teach me to take the touch of another male? Who was it who taught me I could give pleasure? You were the first to give me his load, and you were the first I took! BEN! Think about it!? You gave me Donny. A sex buddy, then friend, now lover. How much have you given me? What about the pure friendship we've had? Ever think on that old stud?"

Ben blushed under his dark chocolate fut, only a hunt showing on his white blaze.. He hadn't realized quite the impact he might have had. It had all been fun and games for him, but the younger stud had responded, and grown and....

"Surpassed the teacher?" Ben smirked, some of his cocky Stallion-hood coming back. Ben smirked down at him as well. The younger stallion stood, and drew himself up, his thick hands reached down and slid the silky black shirt off, then worked his jeans down. Ben hadn't seen the youngster in a couple of months (not naked anyway), but the final few at the gym had obviously paid off. For a Roan, Ben thought he'd give a draft a run for his money. He was shorter than Ben, but very well built now. He thought back to the timid slender colt who had visited him, and wondered what had happened. Ben stared at the taught muscles that bulged, the vascular veins that kissed the skin, and the sleek dun fur that covered it all shone dully making the stallion just that much softer. A quick glance in the eyes, however, told Ben everything. Brandon was no more a colt, and no mere stud, this was a stallion. The hard dark brown eyes, were now afire and gave measure, read every thought hidden behind Ben's eyes. Ben blinked letting his eyes answere in kind, gently, and knowingly. Ben felt himself swallow as the Clydesdale returned the steel gaze softly.

Ben nodded once. "Surpassed." Was all he could get out. The strong younger stallion reached down and pressed his lips firmly against the older bigger stallion, his tongue teasing Ben's into his mouth. When Ben responded weakly, his tongue was tormented by the younger stallion's thick muscle scraping heavily across his.. Soon the two were writhing in the kiss when Brandon suddenly submitted and melted against the side of Ben. He pressed his smaller muscular body against the older, feeling the bulk and warmth that Ben had to offer, wishing he was 20 years older to match his first lover. They kissed for a while, until suddenly Brandon broke the kiss.

Ben stared up at the smaller horse now standing above him, standing up to his full height as Ben sat on the couch. "Now....you have something to learn old Stud, and I'm going to teach you." Brandon smirked, lifting the older stud up by his paws. Ben stretched as he stood, laying one huge arm over Brandon's thick shoulders confidently. "Oh I doubt it..." he smiled radiating strength.

Brandon grinned hugely. "The last time you fucked Donny you lasted all of two minutes. I dare you old stud, one hour!" If you can last one hour, you win. No cumming, no making me cum, just giving pure pleasure for a single hour." The younger equine examined his knuckles grinning to himself. "I'll even spot you a few minutes, give or take." The look on Ben's thick face was satisfactory to Brandon. The chocolate brown stallion, his white blaze, mane, and fretlocks looked as if he was stunned by lightning. "B-but,,,Donny was the only one other than....."

"George, yes I know. You've said. Over and over. I know how you rutt now. I've seen Donny take it. He's a champion. What about non champions? I bet George was a lot like Donny. What if you meet someone and they aren't a champion? Huh? Ever think of that?" Brandon leaned down and huffed once through his nose. He blinked lazily a smile on his muzzle.

"It's time you got over that. We're the same size dammit, and I've topped plenty. I've gotten furs who swore they'd never let me top them to beg me by the end of the evening. How? By letting my passion rule, my emotions in, and to listen to what they need, not to just shove it in. There is NO reason why you can't either!" Brandon pulled up off the couch by his paw, all but dragging Ben into the older stud's bedroom. The king-sized bed was still there, and would probably be there until the last load was brought to the truck tomorrow.

Brandon sank down on the bed on his back, and smiled up at Ben. He could smell the musk of a few musty ruttings on this bed. That smell had always been there after his first time. He thought Ben might keep it this way for memories of his conquests, but in reality a few weeks ago a friend of Ben's had told him, "because it smells like Brandon." The old Cheetah had given him a wink, and that's when this plan had come into being.

The poor stallion had only topped three people successfully in his life, and quite a few only partly. Brandon had always known since the moment he saw those pics years ago of the older stud, that he desperately wanted to feel his that cock deep inside him. Brandon looked up at the stud under lidded eyes taking in the sight of the now mid 40's age stud. Handsome, strong, confident, but showing some timidness, like a colt at his first time. The broad shoulders strained at the t-shirt, and his baggy shorts showed a very prominent bulge and wet spot.

Brandon nickered to himself. He sat up, his abs crunching tightly showing definition, and gripped Ben's shirt, pulling him down. "Now old stud, shirt off, you're in for a nice ride." Brandon smiled hugely, baring his teeth a little. Ben blinked a few times, then timidly pulled his shirt off, revealing his thick broad chest. A few gray patches of fur here and there in the middle. He looked down on the already shirtless male below him and shivered. The stallion was glorious. The once timid and shy horse was a strong and dominant stallion submitting to him! He was laying prone, his chest twitched as he moved his arms as he stroked the Clyde's chest. Brandon whickered at him. "Um pants Ben?" Ben nodded absently reaching down and pulled his shorts off. His cock sprang free, a thick line of pre dangling from it.

The smaller equine reached down and tugged on his member, letting himself lower and harden, each heartbeat causing his mottle pink and black cock to harden. He ran his fingers across it teasing the tip of the flare, the medial ring, and the sheath skin. To Ben it seemed as if Brandon had gotten a lot thicker in the last year. It was possible. He shuddered a little. He didn't know if he could...we'll he'd try. The words earlier forgetton, he reached down and scooped a huge handful of pre off of Brandon's cock, and began to rub it into his ass....wincing at the pain.

Brandon blinked. "Um, no Ben. I'm not here for that....though if you DO want that, I wont mind. "That cought Ben off guard and he chuckled. He shook his head, finally realizing everything. "Oh, I ...ah.... sorry..." Brandon laughed hugely. "No silly horse, you get to mount me. I WANT you to mount me. Bottom, verse, or no, I've been ready for a while."

Ben reached forward taking Brandon's cock and pre back into his hands then idly slathering it up against the younger stallion's hole teasing it with his fingers as he'd done many times with others only to have them back down. Brandon sighed lustily as he did so. "For a while?! What..." Ben stammered, images filling his mind. Brandon on his back for other equines, maybe a Rhino like his ex husband. Had he really missed out on this little stud? The vision of Brandon on his back as he was now, taking Ben's full cock caused as the image of himself rutting into the smaller stallion caused a thick rope of pre to leak out of the end of his thick long black cock. He shook his mane.

"Only a few months Ben, and I knew when you told me about your brother, and only with Donny or toys. I had to do this. I'd have no other chance....you....meant so much, and well, this is my way of thanking you, to give you one royal fuck." Brandon smiled lifting his head. Ben choked on his own breath. "What!?"

The smaller Roan lifted himself up on his elbows, his cock jutting out fully, leaking pre into the bed. "You taught me to be a stallion, to be who I am, to embrace who I am inside, and to always give my best. Who should I always give my best to but you if no one else?" He blushed as he said this, knowing he may have said to much. Ben just looked confused. "Donny?"

The younger equine chuckled. "Ben, It was his idea old stud. He knows how passionate I am, and our connection." Here Brandon blushed. He was starting to confess a lot of things here and felt slightly embarrassed as he did so, but he easily let his defenses down for Ben.

Finally Ben lowered his head in submission. "Ok. I'll try to do my best" Ben murmured to the stallion bellow him. He reached forward slathering the thick pre onto Brandon's ass now. The smaller stallion tossed his head giving a deep chuckling whicker and nodded. "No, I KNOW you will. I'll make you!" He locked a steel gaze into Ben's eyes. The old stud gulped once and averted his gaze. What had he gotten himself into?

He timidly gave himself a few strokes and lined his huge equine phallus up against Brandon's hole and sighed. He pushed forward hugely, only to have a huge equine hand push against his lower abs. "EASY old stud. As you once said, I'm not some mare, let me handle this!" Ben saw that Brandon had a huge smile on his face, and he didn't even realize he'd slipped a little ways into Brandon's right hole, his eyes rolled at the sensation as the heat enveloped him. He found his tail swishing from side to side with impatience. He heard a gentle whicker bellow him and stared. Brandon's eyes were tight shut, his one muscular arm holding the older stud at bay by his lower abs. Brandon's face relaxed, and his brow tight with concentration every now and then.

"Fuck Ben, you just had to have been born with a horse cock" he joked, breathing heavily. Ben caught himself nickering in pleasure at the compliment, thrusting a little. "Easy! Easy hoss, that ain't going to let me get used to you. I've never had an equine, much less a Clydesdale before!" Brandon hissed his breath out of his thick teeth. "Just toys...."

The older stallion shook his white mane at that. He felt ready to rut, ready to drive home, but Brandon was holding him back by his thick hand and arm. He felt himself slowly slip inside the tight ass as the young stallion let the presser off of his abs. He slow slowly in, the tight warmth spreading down his long cock,, feeling his sensitive flare pass the sweet prostate, and then bury itself deeply into Brandon who sighed as his dark muscular thighs gently touched Brandon, their balls resting together. He could feel them gently touching and scraping with each minute movement, the sensitive skin sending waves of pleasure up his spine..

Suddenly before he could move Brandon's heavy equine hand reached forward and steadied his hips from the huge thrust they were going to take. "NO!" Brandon shouted with a thick equine snarl, his teeth shining whitely in the light, his eyes rolling, and his ears back in anger.

Ben shrunk back a little, suddenly afraid. "Not until *I* say so stud. You're MINE right now. You cum when I will it, and not before. You have a fucking job to do, so learn how to do it. My God stallion, you need some lessons in fucking, and before you leave I'm giving you the first one!" Brandon took a few deep breaths out his thick nostrils. "And by the time I'm done, you'll thank me for it! Thirty minutes to finish." He chuckled. Ben found a deep whickering laugh escape his throat. He HAD created a monster all those years ago.

Soon the breathing calmed and the smaller stallion began to push and pull against the larger Clydesdale's hips. "Now, nice easy rhythm. Think of a nice jog. Nothing more nothing less."

Soon Ben found himself in a nice easy rhythm. He had to concentrate to not break into a feral rutting. He fought hard against his instincts as Brandon's warm ass contracted and enveloped him. He could hear the grunting of the stallion bellow him holding on as best as he could. He kept his hands far away from his thickly throbbing and leaking cock, and his low hanging balls that slid against the equine meat gliding in and out of him with a steady rhythm. He and Donny had practiced with toys, but nothing had prepared him for the pure joy of this moment.

His stallion was mating him, gently, and to his will. He wished this moment could last forever. He could feel every bump and ridge. The thick medial ring rubbing him perfectly as it slid in and out. Years of longing and love filled him, and he felt tears form at his eyes at the sensation. "So good....just like I thought it would be" he whispered. Ben sighed at the sound of those words, letting himself shift his angle a little more so he would rub past the prostate a little.

A thick equine squeal of pleasure came from Brandon's lips as he felt his treasure rubbed just right. His cock leaked a copious load of pre with each thrust the new angle and he shuddered. He looked over at the bedside clock. Only a few minutes had passed. He'd have to desensitize himself. Suddenly he reached down and clamped a thick hand on his balls, pulling on them heavily, eliciting pain for a moment, enough to calm him down. Ben looked at him concerned. "Are you...?"

Brandon smirked. "Mind your own business, you have a job to do. An hour right? Thirty-six minutes right? Twenty four to go." Ben's face fell. He could already feel a load building inside him. Brandon saw the look on the equines face and pulled himself off the older stallion and flipped himself over onto his stomach. He raised his tail, and gave Ben a nice sly smile. "Round two?" Brandon chuckled.

Ben shook his mane and came down from his possible climax. He again rubbed pre into his meat, and lined it up. "Now slowly this time?" the young lover inquired of him. He obliged slipping himself in slowly. Brandon shuddered deeply as the overly thick equine cock was pushed into him. He felt every ridge, bump, vein, and the medial ridge caused him to give a thick equine scream of joy as his shoulders shuddered. Soon Ben slapped his thighs into Brandon's ass. "Talk to me stud!" Brandon shouted.

"Ah....so tight Brandon....so fucking tight...." Ben breathed. Brandon shook his mane harshly the hairs whipping across Ben's hands. "Dammit no! How do you feel!? TALK to me!" He rumbled angrily.

Ben felt a tear at his eye. He rubbed it. "Fuck Brandon, why did we wait so long?" He trust in heavily. "You feel so warm, so tight against me, and I do love you, I just wish I could have been more for you." Ben sobbed once. Brandon took in a big breath. Those were the words he'd wanted to hear. "I love you too you old nag, we both know why we couldn't be together, and I wish I had done this sooner....do you....like your surprise?" Brandon whispered. He felt a huge surge of submission. His back arched back as he felt Ben thrust deeply into him, very gently.

Ben's heart swelled. "Yes...oh my yes...." His eyes went up as he marveled at the gentleness that Ben had. No more the rutting willing stallion, he was now the gentle compassionate lover. He'd judged his words and actions right every time and knew the older stud had it in him. He felt the big bulk of the Clyde lie down on him, the thick chest fur rubbing into his back. He felt the warm muzzle bite him gently on the neck. He pushed back willingly against the giant horse cock inside of him, Brandon felt a huge amount of pre leak into him, and felt the giant horse's nuts quiver against his own. Both sighed at the feeling as Ben continued to slide in and out so very gently.

Soon Brandon found himself wriggling around onto his back as Ben kept his slow thrusts going until the two were muzzle to muzzle. Brandon's smaller stature meant they were nose to nose while the bigger stud was buried in him. The two could smell ripe stallion in the air, earth, musk, sweet, sour all mixing on the nose. Brandon's cock was leaking copious amount of pre onto his navel, pooling there, then running down his side. Ben found himself scooping the liquid up to taste it, rolling his eyes as he did so. Each taste brought more of his flare out to bear.

The two slid against each other, pre cum and fluids mixing, their breath stale and steaming in the air, when finally Ben leaned down and kissed Brandon with his thick tongue and lips. He dominated the kiss, for once second, then Brandon returned the kiss just as deeply and passionately. Ben found his hips thrusting into Brandon with long thrusts that took him almost all the way out. Brandon's hooves scrapped deeply into the small of Ben's back as he willed the bigger stallion deeper with each slow thrust.

Finally the moment of no return. Ben sighed, taking huge breaths, and began to moan. Simultaneously his cock swelled and he could feel Brandon's thick member slap up against his own belly as the younger equine began to unload his copious load of horse cum. Ben kept the pace slow and sensual, the heat rose in his loins, and his chest, and finally his throat as he felt every inch of him slide home. The two were screaming in equine pleasure as they came, the thick nickering whinnies echoed off the walls, and Brandon was filled with a huge load of thick seed from his lovely stud of a lover and teacher. His own load, several pints of cum roped out of his flared cock, coating his chest, neck, chin, face, and a good amount of Ben's dark chest. The two finally looked each other into their eyes and laughed hugely.

**

Ben smiled at Brandon as the younger got his clothes on. The car sat at the curb. Donny got out and began walking up to the house. The older equine frowned at him turning to the smaller equine. "uh, Brandon?" He whispered gesturing. The younger stallion smiled, getting his shirt on the rest of the way, smiling as the lion entered. "So old nag, how did you like your present?" Donny smiled toothily, showing off his leonine fangs. Ben started.

"What?" He worked his mouth for a second, worried he was going to be caught in a lover's triangle. "Well, it was OUR gift to you, and he had more to give. I just had to give an evening and let him use what I taught him, which you taught me as a bottom right?" Donny smiled.

Ben stared. The little cat and the timid colt, had just given him everything he ever could want. His first real love making session. Even with George it had been hot, hard, and fast. The two had given him something from the deepest part of their hearts. He had been kind, shown them the way, and in the end, they had given him all he could want. With a huge sob he took the two into his thick arms and sighed. "I'm going to miss you my loves...." both returned the hug.

**

Ben sat in his new apartment in Miami and pulled out the thin package Brandon had given him a few days ago. He sighed and opened the brown paper wrapping already guessing what would be there. There was the picture of all three, in their bathing suits at the local pool during a party. Ben in the middle, Donny on the left, his golden fur shining in the sun with his mane an absolute mess, and Brandon on the side, looking proud, confident, and lovingly at the camera, his muscles shone in the afternoon sun. "With love, Donny and Bran. Never forget!"

Ben wiped a tear away. He never would.