On Board

by Some Leech

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Romance, Porn, Tempest Shadow, Fetish, Profanity, Sex, Twilight Sparkle, Anthro
Length: 7076

Twilight and Tempest didn't expect to be taking a sudden trip to Manehattan, but that doesn't mean they won't enjoy the trip...

Called out on an official duty by Princess Celestia, Twilight makes a last minute decision to bring her marefriend along for what should be a fairly mundane excursion. Having a train car to themselves, all the privacy in the world, and with hours of riding ahead of the, the pair of lovers quickly find a way to pass the time...

Kinks Include: Female on Futa, Futa on Female, Stripping, Teasing, Oral, Anal, Mild Transformation, Breast Expansion, Added Curves, Vaginal, Messy Sex, Nearly Getting Caught in the Act, and a One Mare Train

Artwork by Dstears (Twitter @@dstears_art)

This was a commission from ZetaSquadron

If you want to help support me, I have a Tip-Jar/Patreon HERE

Published 2024-06-05 20:20:06 UTC
Last updated 2024-06-05 20:20:06 UTC

Choo-Choo

“After you, my liege,” Tempest snickered and bowed at the train car’s entrance.

Standing on the platform, Twilight shot the mare a fleeting glare before turning her attention to the conductor. “Really, I don’t have to have a car to myself,” she weakly stated, having neither requested nor wanted anything other than a standard ticket.

The conductor in question, a young stallion named Steamer, dipped his head and nervously clutched his hat in his hands. “W…with all due respect, Princess, I’m just f…following protocol.”

Twilight forced a smile and fought the urge to roll her eyes. This wasn’t the first time she’d gotten preferential treatment due to her regal status, and it likely wouldn’t be the last - still, she couldn’t say she’d ever get used to everything that came with having a crown. Ponies looked at her differently, it wasn’t uncommon that she was bowed to while out and about, and she’d even occasionally get stopped for photos. All in all, ponies acted like she was somepony she wasn’t - well, most ponies.

As she peeked over at her traveling companion, her smile turned genuine. She had plenty of good friends, although the formidable, former villain had quickly gained a special place in her heart. Dressed in what she’d consider business casual, a vest, shirt, and slacks, Tempest was surprisingly easy on the eyes.

Shifting her focus back to the conductor, she sighed. “Fine, but only because you insist.”

Steamer hastily punched their tickets before scampering back to the queue of non-royal ponies waiting to board. “Thanks, Princess. Be sure to put in a good word for me ~ alright?”

“Will do,” Twilight called back.

Adjusting a duffel bag hung over her shoulder, Tempest stepped forward, leaned over, and picked up the Princess’ luggage. “That was nice of you.”

“It was - h…hey!” Twilight squawked as Tempest saw herself into the train car.

Following after the formidable mare, she found herself in what was essentially a rolling suite. With a small den, bar, and what she presumed was a miniature bedroom in the back, the place was a far departure from what she was used to. Her ears perked up as somepony spoke her name, likely spotting her from outside, and she quickly but curtly closed the door behind herself.

Tempest sat their belongings down and turned to face her. “Not in the mood for chit-chat?”

“Tempest, you know me,” Twilight sighed, “if we had all the time in the world, I’d love to hang around and talk - unfortunately for the both of us, we don’t.”

With her cheeks darkening, Tempest averted her eyes. “Yeah, sorry about that…”

Twilight closed the gap between them in a heartbeat and gave Tempest a hug. “It’s fine. I don’t think either of us were expecting Celestia to call me to Manehattan for a ribbon cutting ceremony, and it’s not your fault that teleportation doesn’t work on you, so there’s no need to apologize.”

Her consolement, paired with the embrace, seemed to do the trick. Tempest’s expression softened and the tenseness in her shoulders faded, although that wasn’t what caught her eye. It was faint, the sort of thing that most ponies wouldn’t have noticed, but she noticed a subtle twitch within the dickmare’s pants.

The mere sight of Tempest’s bulge was enough to send her thoughts into lecherous waters. She’d never considered herself an overly sexual creature, although the repeated and frankly incredible beddings she’d been getting by the big, sexy dickmare were quickly changing that - heck, they’d nearly missed the train that morning because they’d gotten frisky in the shower! Keenly aware of her dampening panties and rock-hard nipples, she backed away and shook the scandalous thoughts from her head.

Tempest eyed her for a moment then peered toward the back of the cabin. “What’s back there?”

“A bed and bathroom would be my best guess,” Twilight curtly responded.

“Huh,” Tempest grunted. Looking from one end of the car to the other, she knit her brow. “And ponies aren’t just going to waltz through here?”

Shaking her head, Twilight ignited her horn and levitated their bags from the floor. “Not unless there’s a good reason. We should have the place to ourselves until we get to Manehattan.”

Tempest chuckled as she unbuttoned her vest. “So does that mean we get to pick up where we left off at my apartment, or would -”

“Nope!” Twilight chirped, suppressing her lust. Trotting to the sleeping compartment, she deposited their luggage beside the small bed. “We are - Eeep!”

Though Tempest was by no means an evildoer anymore, she still had a wicked side - sure, it was mostly harmless, although it had shown itself more and more often. What started as curt interactions after the Storm King’s downfall became friendly, then intimate, and ultimately almost predatory. Reflexively rocking back against the strong hand squeezing her backside, Twilight only eventually realized what she was doing.

“What are…?” Tempest trailed off as her digits glided lower and between the Princess’ thighs.

In a literal flash, Twilight teleported herself a dozen feet away and to one of the two recliners in the lounge area. “We are not doing that, Missy…”

“We’re not?” Tempest parroted. Turning to face the blushing alicorn, she lifted her hand to her snout and smelled her fingers. “Funny - considering how worked up you are, I could’ve sworn you were wanting to join the rail riders club…”

Twilight opened her mouth to protest, but she quickly pursed her lips. “Rail riders?”

Grinning from ear to ear, Tempest laced her fingers behind her head and tauntingly bucked her hips. “You know…”

Sensing blood rush to her face, Twilight pinched the bridge of her snout. They hadn’t even left the station, and Tempest was already putting the moves on her - to make matters worse, she was darn tempted to reciprocate. Her panties were sopping wet, her nipples could cut glass, and her instincts begged her to bend over and pull her skirt up, but she refused to submit to her desires - at least for the time being.

“How - Ahem - quaint,” Twilight croaked as she seated herself. “In all seriousness though, thanks for coming with me.”

Tempest shrugged and eased herself into the chair opposite the Princess. “It’s the least I can do for my marefriend.”

The breath hitched in Twilight’s throat, and her heart skipped a beat. “M…marefriend?”

Cooly gazing over at her, Tempest met her eye. “I mean, isn’t that what we are at this point? We’ve been on two dates, even if the one at my place last night didn’t go exactly as smoothly as I would have liked, and it’s not like we haven’t been knocking boots like it’s going out of style.”

Twilight found herself at a loss for words. Were they marefriends ~ if they weren’t, what were they? They had grown very, very close, they’d shared a bed on a number of occasions, and she’d even gone so far as give herself an expansive set of bosoms to please the domineering dickmare, but she’d hadn’t put a label on their relationship. Peering down at her bust, she scrunched her snout.

“Or friends with benefits,” Tempest added. “Either way, I’d be lying if I said spending so much time with you hasn’t been a hoot.”

“Agreed,” Twilight admitted.

She meant that from the bottom of her heart. Not only was Tempest extremely easy on the eyes, having a perfect blend of masculine and feminine features, but her cavalier attitude and somewhat unrefined personality were a breath of fresh air - on top of that, the sex was absolutely god-tier. She’d always heard that dickmares made for phenomenal lovers, but that wasn’t true - they were so much better than that.

Grinding her thighs together, she stared at her expansive cleavage. The blouse she’d worn used to be relatively spacious, having ample room for her formerly modest bust, although that was no longer the case. While her magically enhanced rack was anything but natural, being nearly triple its usual size, she’d grown quite fond of her newfound size.

“Hey, since - woah,” Tempest grunted when the carriage lurched forward.

Twilight winced as a horn blared. She was glad they hadn’t missed the train, particularly since they’d gotten the tickets last minute after she’d gotten the unexpected summons from Celestia, but her troubles were far from over. Essentially trapped in the compartment with a well-hung, carnal, and shockingly erotic she-stud, it wasn’t a matter of if things would take a bawdy turn, but when.

Cocking her head, she folded her arms under her bosoms. “You were saying?”

“Right,” Tempest huffed. Placing her elbows on her knees, she leaned forward and nodded over at the Princess. “Since we have some time to kill, there’s been something on my mind. That little trick you did with your boobs, is there any way it could’ve done something to me?”

“To you?” Twilight parroted, genuinely confused. “I don’t think so ~ why? Has…has something -”

“Nah nah nah,” Tempest glibly interrupted while dismissively waving a hand, “it’s nothing bad. I’ve just - jeez, this is kind of embarrassing…”

Seeing the ordinarily composed dickmare’s face darken, Twilight blinked. What in the world was happening? Tempest rarely got flustered over anything, so to see her acting coy instantly piqued her curiosity. Reclining in her seat, she looked up at the ceiling over her while putting her mind to work.

“I won’t push the matter, but it might be possible that there is or was some arcane bleedover,” she thought aloud. “Given the continual expenditure of energy, as well as its carnal nature and our - um - proximity to one another, I suppose the enchantment may have -”

“I’ve been way hornier than usual,” Tempest grumbled, cutting her off. “A…and I’m cumming more - like a lot more. I haven’t measured it or anything, but I swear each load is double the volume.”

The empirical portion of Twilight’s brain was utterly fascinated by the revelation and the implications thereof, although her bestial id was interested for another, far less scientific reason. As she attempted to wade through the wildly conflicting thoughts assailing her, separating the analytical from the amorous, her marehood winked.

“And this started after we started fooling around?” she pressed.

Placing her chin on her hands, Tempest nodded. “As far as I can tell, yeah - don’t get me wrong, it’s not the worst thing in the world, but it is kind of weird ~ isn’t it?”

“A little,” Twilight mumbled. “I could run a few tests, but I don’t have any equipment with me.”

Tempest’s gaze drifted lower and settled on the Princess’ rack. “If you were wanting to study my output, I think you’ve got the perfect equipment already.”

Rolling her eyes, Twilight facepalmed. “Haha…”

“No, in all seriousness, you really outdid yourself with those things,” Tempest mused. “If you don’t mind me asking, how does that spell of yours work anyways?”

“It’s a relatively minor enchantment. Once I’d constructed the proper sorcerous pathways and linked the flow of mana to my chakra, it basically functions autonomously,” Twilight explained.

“Basically,” Tempest repeated. “That implies there’s more to it than that.”

Amused with the dickmare’s shrewdness, Twilight proudly raised her arms above her head. “I can alter it at will, if that’s what you’re getting at ~ see?”

With the smallest exertion of effort, barely a thought, energy was channeled from her horn, down her spine, and to her chest. The little trick worked perfectly, prompting her bust to balloon outward in an instant - unfortunately, what was meant to be a minor display of her abilities went a bit overboard. The fabric over her breasts strained, digging into her tits, and not one but two buttons on her blouse practically detonated across the carriage. Going completely motionless, she peeked down at herself.

With supple, yielding flesh spilling into the open, her rack had almost destroyed her top - almost. A more reasonable mare would have stopped, covered herself, and felt ashamed for showing off her abilities in such an unseemly way, yet an idea struck her. All her breasts would need is the slightest nudge to spring completely into the open, and it took everything she had to rein herself in and not cause a wardrobe malfunction.

“Heh,” Tempest grinned, unable or unwilling to stop ogling Twilight’s bosoms. “Wish I could do that with - ya know…”

Twilight glanced down at Tempest’s groin, assuming the dickmare was referring to expanding something other than her bust. “Trust me, you’re plenty big enough down there.”

“I bet you say that to all the stallions or dickmares you’ve been with,” Tempest laughed. “It’s not like I’d want to be much bigger, but another inch or two wouldn’t -”

“No, I’m serious,” Twilight tutted. “The way you are now, you hit all - and I mean all the sweet spots. Not to flatter you too much, but you’re perfect the way you are.”

Tempest looked as though she was about to say something, her eyes shooting to the floor, but she was silent for several seconds. “You really mean that?”

“Why wouldn’t I - besides, it’s not like you don’t know that already!” Twilight giggled. “A mare might be able to fake an orgasm, but I’m lucky if I can walk after we get done fooling around!”

“Yeah,” Tempest groaned while she rubbed the back of her neck. “Sorry about that. Sometimes I get a little too into it ~ ya know?”

“Have you ever heard me complain?” Twilight countered. “If we keep this up, I don’t think I’ll -”

Pop

A third button on her shirt shot across the room, her blouse fell open, and her tits fell heavily over her belly and onto her thighs. The bra she’d been wearing never stood a chance, consumed beneath the weighty tits as its straps snapped instantly. A hush fell over the car, punctuated only by the rhythmic ca-chunk ca-chunk of the trestles they passed over, while her hands remained over her head.

Leaning forward, Tempest narrowed her eyes. “Make ‘em bigger…”

“I ~ what?” Twilight coughed.

“Make ‘em bigger,” Tempest flatly repeated. “Your blouse and bra are already toast, you said yourself that the chances of anypony coming through here are slim and none, and it’s not like your girls aren’t already out in the open ~ so what’s the harm?”

Twilight licked her lips and swallowed hard. Tempest had made a good point - in fact, several good points, although giving herself even fatter tits wasn’t going to do anypony any good ~ or would it? With their ride lasting at least three hours, and a bed conveniently located nearby, would it really be that bad if they kicked off their little trip with a figurative and literal bang? Glancing behind herself and at the door leading to the passenger cars, she pulled the curtains closed and locked the entryway.

“How big do you want them?” she asked as she lazily got to her feet. “I bet you want a pair of big, juicy udders ~ don’t you?”

“I mean,” Tempest hummed from her chair, “that wouldn’t be the worst thing in the world…”

Hefting one tit in each hand, marveling at the weight of the things, Twilight smirked. “Here’s the real question: would you want them so huge that I can smother your head between them?”

Before Tempest could reply, she peeked down at the seated dickmare’s groin. Sure enough, just as she’d expected and hoped, a swell snaked up the she-stud’s pant leg. There was no turning back now, the die was already cast, and all that was left to determine was which of them made the first actual move.

Twilight shied back, emboldened, and beckoned with a finger. “Stand up.”

“Kinda surprised you weren’t going to give this any attention,” Tempest purred as she ran a hand down the imprint of her growing stallionhood, “but I’m game.”

On any other day, Tempest would have been right. She yearned to venerate the imperious dickmare, but she abstained - not because neither of them would have enjoyed that, but because she had something better in mind. Given that she was usually the one bending the knee, despite her regal and heroic status, it only felt right to turn the tables just a bit.

“Strip,” she softly commanded.

Tempest quirked a brow but didn’t move otherwise after rising to her full, imposing height. “Pardon?”

“Strip,” Twilight urged.

Flashing her teeth, Tempest shrugged off her vest. “Somepony’s full of herself today…”

Twilight willed herself to stay still as the dickmare obeyed her request. Tempest’s height, being a fair bit taller than herself, was thrilling and intimidating in equal measure, although it was only one facet of the she-stud’s appeal. In barely restrained awe, she watched as her lover slowly opened the front of her shirt.

Tempest’s perky breasts couldn’t hold a candle to Twilight’s sweater puppies, but they weren’t her strongest asset by any means. With a chiseled six pack, broad shoulders, powerful arms, and a physique that would give even the most heavily-trained Royal Guard a run for their money, she kept her body in tip-top shape. Slowing as she reached the waistband of her pants, she crossed her arms.

“I think that’s good enough for now,” Tempest murmured.

All but heartbroken, Twilight eyed Tempest’s nethers. “B…but what about -”

“For now,” Tempest breathed, reaching out and gently pulling Twilight’s shirt off. “If you want the pants off, you gotta get naked - completely naked, just to be perfectly clear.”

Darn it - just like that, Tempest had wrestled away what little control of the situation Twilight had. Bringing one hand to the side of her skirt, she fiddled with the zipper, mutely grumbled to herself, and slowed to a halt. Though she’d been asked to undress herself, her lover hadn’t mentioned how she was supposed to get her clothes off.

Throwing a hand out and backing away, she closed her eyes. “Wait…”

The spell she’d been sustaining for her bust wasn’t just limited to her bosoms, and now she had a perfect excuse to show off what else it could do. Channeling her magic, she shunted energy through her body. Bolts of pleasure coursed through her, making her skin tingle and hair stand on and, as she felt her skirt grow tighter and tighter.

While she couldn’t see herself, she could feel the change taking place. Her hips, backside, and thighs gradually ballooned outward, pushing her panties and skirt to the breaking point, while she gave herself a bit of extra plumpness. It was a blind guess, basically a shot in the dark, but something told her that Tempest would appreciate the added curves.

Glancing over and to one of the windows, she gave herself a moment to appreciate her enhanced figure. Her curves had all been improved upon, from her booty to her bust, and she couldn’t be happier with the new look. Were it not for her horn and wings, she wouldn’t have looked out of place on a street corner or in an adult film - thankfully, she had no interest in such slatternly pursuits.

The cherry on top, once she was finished with altering her lower half, was her rack. Her tits were already large, nearly as big as Celestia’s, but she was going to fix that. Though she didn’t make herself an exaggerated, cartoonish bimbo, adding just a touch more mass to her bosoms should tip the scales in her favor.

“There we go,” she whispered, opening her eyes as she cupped one breast in each hand. “They’re a little heavier than I thought they’d be, but…”

She went silent when she lifted her gaze. Tempest’s eyes had gone wide, a bead of saliva crept down her chin, and her jaw hung open in shock. Either her gambit had just paid off wondrously or she’d given the dickmare a stroke - honestly, she wasn’t sure until the sound of tearing fabric graced her ear.

Looking downward, she did a double take when she saw Tempest’s cock doing its darndest to rip its way free from its cloth confines. She’d seen the she-stud worked up plenty of times, but never like this. Her attempt at enticement had paid off, working far, far better than it she’d anticipated, and it afforded her a rare opportunity.

“Let me just…” she cooed as her horn started to glow.

Comparable to an arcane flick, a trivial exertion of her power, she struck. Tempest’s bra, pants, and underwear exploded off her body and were reduced to tattered shreds in the blink of an eye. As nice as it was to finally even the score, considering her wardrobe had suffered a number of losses at the dickmare’s hands, it wasn’t nearly as rewarding as the startled expression that crossed Tempest’s face.

Extending her arms and looking down at herself, Tempest grimaced. “Seriously…?”

“It’s only fair,” Twilight tittered. “What’re you gonna do about it?”

She choked on her hubris as soon as the words left her muzzle. With an impish glint in her eye, Tempest leered over at her. As crazy as it sounded, her old nemesis actually looked more intimidating without her armor and cat suit. One way or another, even if she wasn’t sure exactly how it was going to happen, she knew she was about to be put in her place.

“For a little Princess, you’re pretty brave,” Tempest rumbled. Stepping forward to loom over the alicorn, she lifted a hand and displayed Twilight’s skirt and panties. “Whoops…”

Twilight looked between the torn garments hanging from Tempest’s thumb, down at herself, then back again. “H…how did…”

Leaning in and bringing her muzzle to the side of Twilight’s head, Tempest breathed hotly on the Princess’ ear. “You didn’t think I was just strong ~ did you…?”

“N…no,” Twilight rasped, feeling her inner thighs grow damp.

Tempest squatted down slightly and gazed into her eyes. “Good…”

Something hard and hot pressed between Twilight’s legs, just between her knees, and moved upward as the dickmare stood back up. She instantly understood what Tempest was doing, even if she hadn’t been ready for it. Sensing the thick, throbbing length bear against her marehood, practically lifting her to her tiptoes, she gulped.

“Might want to get down there and take care of that,” Tempest continued. “It’s only fair…”

Twilight had thought she could pull one over on Tempest, seducing and bending the she-stud to her will, but she’d been wrong - unfathomably wrong. Shying back and dragging her slavering sex over her lover’s length, slickening it with her juices, she sank down to the floor the instant she was free from the tremendous stallionhood. A heroine and royal though she might be, it was only natural that she served a stud of Tempest’s caliber.

Easing herself to the carpeted floor, she peered up in awe. The sight of Tempest from below was nothing short of breathtaking. Appearing taller and more godly than ever, with an adonic physique and a raging hard-on, the dickmare looked as though she’d been made by a masterful sculptor.

As she breathed in an ambrosial aroma, her eyes sailed down to the rigid length bobbing mere inches from her snout. Drooling pre-cum and throbbing in tune with Tempest’s heart, the immense stallionhood practically sang to her. Drawing her tongue over her lips, she inched forward and gradually opened her muzzle.

The divine musk filling her nostrils was enticing, but it was the view which did her in. Tempest may have once hunted her down, waylaid the other Princess, and had a shattered horn, yet she was godly. Everything about the formidable dickmare air, from the smug look on her face to just how expectant she was, asked for - no, begged for her submission, and she was pleased to give it.

Grabbing the base of Tempest’s formidable endowment while keeping her eyes locked with the she-stud, Twilight wrapped her lips around the broad, blunt tip of length. In spite of the shower they’d taken together before their departure, the taste of sweat, pre-cum, and masculinity bathed her palate. She’d been holding herself back for longer than she was comfortable admitting, so the taste of her lover’s cock did her in.

With only one hand to work with, refusing to stop stroking Tempest’s shaft, she clutched and kneaded one supple bosom. One of the pleasantly surprising things about her minor metamorphosis was just how tender her chest had become. If her tits were getting played with or - Celestia forbid - sucked on, her self-composure would take a cataclysmic hit.

“Mmmmmmn,” Tempest groaned as she reached down to run her fingers through Twilight’s mane. “You’re - huff - getting pretty good at this.”

The kind words were wildly inspirational - so much so that Twilight felt obliged to act. Filling her lungs and relaxing her throat, she steadily forced her head forward and filled her gullet. There was nothing inherently stimulating about sucking Tempest off, unless she was getting herself off while doing it, yet the fact that she was giving pleasure to somepony so amazing and virile was rewarding in its own right.

Suppressing the urge to gag, she continued onward until her lips graced the thick medial ring marking the base of Tempest’s length. Her throat spasmed, her heart raced, and she felt sure she was making a wet spot on the carpet from her juices, but she was undeterred. With a final bit of effort, she managed to touch her nose to Tempest’s groin.

She only had so much time to work with before Tempest seized the reins, so she made the most of it. Bobbing and torquing her head from side to side, she used her tongue to caress and massage the sensitive underside of her lover’s shaft. Though she was still a novice in regards to bedroom affairs, she’d noticed that certain techniques worked better than others.

Tempest shuddered, her thighs twitching and eyes drifting shut, while her fingers closed around the back of Twilight’s head. Every other time the Princess had sucked her off, it had ended with her taking a more assertive role - this time was no exception. After what could have only been a minute or two, she set her jaw and bucked her hips.

Prepared for the assault, Twilight held Tempest’s hips to steady herself. She’d been taken aback when she’d first gotten face-fucked, yet she’d quickly grown to love it. It was a dickmare’s right to sate themselves, and she was lucky that such a phenomenal she-stud had chosen her as a lover. As she pinched and twisted one nipple, no longer having to worry about jacking Tempest off, her other hand shot down to caress her aching clit.

From an outsider’s perspective, the scene may have come across as obscene and disconcerting. A Princess, one of the quartet of rulers of Equestria, was savagely getting her snout rutted with reckless abandon! The audacity of anypony shamelessly using a royal to gratify their bestial lust was palpable, but Twilight adored it.

Maybe it was because nopony had ever treated her this way before, or perhaps she harbored some latent masochistic tendencies - whatever the case may be, Twilight found herself sailing towards release. Her marehoo rhythmically winked, her eyelids fluttered, and a cocktail of saliva and pre-cum crept past her lips to hang from her chin - in short, she was in heaven. It was anypony’s guess how long she ended up lasting, but the climax which struck her took her completely off guard.

A choked gag escaped her as nectar erupted from her depths. It was a good thing Tempest had a firm hold of her, because she may have lost her balance without it. Riding out the waves of bliss crashing over her, she took sips of air if and when she was allowed. Mercy - if Celestia or her friends ever found out what - who she was doing in her free time, she’d never hear the end of it!

With her rhythm falling to shambles, Tempest cracked a single eye open and peeked downward. “G…getting close…”

Twilight hadn’t needed the warning to know that Tempest was teetering on the brink, feeling the she-stud flaring deep in her gullet, although the heads up was appreciated. Using her lips and tongue to full effect, she squeezed and kneaded her tits together. Sex wasn’t just about making your partner feel good - it was about putting on a bit of a show, and she liked to say she’d gotten pretty darn good at both.

Hilting herself in Twilight’s face, Tempest moaned and unleashed a torrent of thick, rich foal-batter straight down the Princess’ throat. “Buck yeah…”

The warmth flowing into Twilight’s stomach was oddly pleasant. She’d earned the seed being pumped down her throat, and it breathed new life into her. They’d both cum and gotten some relief, but she wouldn’t deny wanting a second round before they reached Manehattan. Lost to her thoughts, she was torn back to the present when Tempest took a step back, withdrew her length, and furiously stroked herself off.

Tempest’s comment about her productivity displayed itself with flourish. Though her methods had been less than scientific, even Twilight could tell the output of seed that was sloshing about in her belly and painting her face was more than what she’d gotten on their first fateful fling. Making a mental note to take a few more accurate measurements to affirm her suspicions, once she got her hands on some equipment, she continued mopping her face off.

“T…there we go,” Tempest wheezed, painting Twilight’s face with the final few shots of her essence. “Facial fit for a Princess…”

Swallowing down the spunk in her muzzle, Twilight wiped a strand of cum from her face. While the majority of the load remained in her stomach, there was enough cum covering her to make her look like a glazed donut. It was a good thing that the car came with a compact shower stall, because she was definitely going to need a wash before they arrived in Manehattan.

“Cute.” she giggled.

Tempest offered a hand and gingerly pulled Twilight to her feet. “Not as cute as you.”

Shaking her head, Twilight tittered like a schoolfilly. “What am I going to do with you?”

“Keep me around until you get tired of me, I guess,” Tempest muttered.

“You know I wouldn’t do that!” Twilight gasped before seeing the playful expression on Tempest’s face. Pushing the dickmare back, she burst into laughter. “You really are a baddie.”

“Guilty,” Tempest laughed. “Hey, can you blame me for - wait.”

Following Tempest’s gaze, Twilight looked over her shoulder. The doorway leading to the other train cars was frosted, making it impossible to make out any fine details of what lay beyond, but she could tell that somepony was lurking just outside. Realizing they were about to be walked in on at the most inopportune time, and that she was slathered with jizz, she froze in panic.

It was only by the grace of Celestia or some other higher power that Tempest wasn’t left stricken. Seizing Twilight by the wrist, she stooped down, scooped the Princess over her shoulder, and bolted to the back of the compartment. Would whoever was about to enter smell sex and possibly notice the spunk on the floor? Possibly - however that was a far sight better than them getting an extremely inappropriate and candid look on Twilight’s personal life.

Tempest charged into the sleeper cabin, unceremoniously tossed Twilight onto the bed, then closed and threw herself against the door. “I thought you said we wouldn’t be interrupted!”

Pushing herself up, Twilight grimaced. “I didn’t think we would be!” she hissed, immeasurably irritated by the disruption. “It might be the engineer or one of the crew doing a check of the train.”

“Fan-flipping-tastic,” Tempest quietly growled. “Next time, maybe we should ~ what are you doing?”

“Wanna keep going?” Twilight asked at full volume as she stood up, whipped around, and began grinding her ass against her lover’s groin. It wasn’t until she peeked back and saw the look of utter confusion on Tempest’s face that she tapped a finger to her horn. “Noise dampening spell - oh and nothing short of an alicorn could get through that door now.”

Goading Tempest to rail her was definitely one of the more reckless things she’d done in her time, but there was only so much a mare - any mare could endure. She was buck naked, she’d just gotten her throat swabbed, and she had enough foal-batter in her belly to keep her full until dinner, so it was only right that she saw this tryst through properly. Wiggling her tush, she reached back, took Tempest’s wrists, and guided her lover’s hands up to her chest.

“Come on,” she playfully whined, “I know you can go another - Guh!”

The move was so blindingly fast that it disoriented her entirely. One second, she was standing with her back against Tempest’s chest - the next, she was spun around, flipped upside down, and suspended in the air. Flailing her arms, fearing she might get dropped on her head, she only slowed when she realized what had happened.

Tempest hadn’t simply accepted the offer to keep the lecherous train rolling, she’d done so with flourish. Effectively holding Twilight in a lewd wrestling hold, something like a standing sixty-nine, she mutely dipped her head and ravaged the Princess’ succulent marehood. Though she’d just cum minutes prior, her stallionhood quickly got a second wind and rose into the air.

Twilight had seen and experienced a bunch of wild stuff in the day, but sucking somepony off while held upside down was definitely a first - not that she was about to complain. It took her a second to get oriented, but she swiftly put her muzzle to use. Lipping and lapping at the girthy stallionhood pressed to her face, she did her best to inspire her lover.

Serving somepony in such an awkward position would have been tricky enough in and of itself, but being eaten out during the process made it nearly impossible for her to think clearly. The sweltering tongue teasing her depths and the pouting lips on her clit were fantastic, just what she’d been hoping for, and they drove her into a frenzy. She might not have been able to easily fellate her imperious lover, but she’d be darned if she wasn’t going to give it her best shot.

Tempest wasn’t just as strong and energetic as an ox. Simply put, her oral skills were flawless - sure, Twilight only had a small number of sexual experiences in the past, but the former villain put everypony else to shame with her muzzle alone! With her toes curling and eyes rolling, she whimpered and writhed in the dickmare’s clutches.

Her efforts to please Tempest waned, though that was through no fault of her own. Situated as she was, there wasn’t much she could do but squeal in delight - yeah, she tried to return the favor, but it was nearly impossible. Pushed to the brink of a climax, she was carefully lowered to the floor.

“W…why’d you stop,” she whimpered as she got to her hands and knees.

Motioning with a hand, Tempest shuffled to the side. “Bend over…”

Twilight scrambled as she got up. Finally - finally, she was going to get what she so desperately craved. Bending forward, she braced her legs, pressed her chest to the mattress, and folded her arms under her head. While the little cabin was far from ideal, barely having enough room for the two of them to maneuver, it would have to suffice.

Holding the base of her shaft, Tempest came up behind Twilight and ran her cock-head over the Princess’ entrance. “Got lube?”

“Pretty sure you won’t need it, but here,” Twilight chirped as she magically opened her suitcase and levitated over a bottle of the stuff.

Tempest snatched the lube from the air, popped the cap, and drizzled the thick, viscous liquid over her stallionhood. “Can never hurt. Hands.”

Throwing her arms back, Twilight did as she was told. “Please tell me you’re gonna be rough.”

“Cute,” Tempest clucked. As she took the Princess by the wrists, the tip of her shaft wandered up to touch the mare’s quivering backdoor. “Deep breath…”

It didn’t take a brain surgeon to figure out what was going to happen. As the pressure on Twilight’s pucker mounted, her thoughts began to race. Never, not a single time, had she ever had anything in her ass, but that was about to change. Unsure of what to say or do, unable to move or resist in the slightest, she gasped when her taut, virginal tail hole yielded.

“Nice and easy,” Tempest sighed while cramming inch after inch of her length into Twilight’s rump. “Gotta stay relaxed, Twi…”

Beset with unfamiliar sensations, it was all Twilight could do to breath and pray she didn’t tense up. It didn’t feel bad, yet it was a far departure from what she was used to. Recalling something she’d heard from Rarity, the one mare she knew who was experienced with anal, she warily looked back at her lover.

“C…can I h…have - Ngh - one hand?” she timidly asked.

Tempest brought Twilight’s arms together and closed one fist around both of her wrists. “There ya go.”

The small bit of freedom was just what Twilight had needed. Worming her free hand under herself, she eagerly massaged her clit. Since there was no way in Tartarus she was going to throw in the towel, especially because getting screwed in the ass was better than not getting screwed at all, her best option to stay relaxed was to ramp up the pleasure.

Her gambit paid dividends. Aside from helping her loosen up in a tangible way, allowing Tempest’s length to slide into her untouched depths, she felt great - actually better than great! Fixating on her rapture and acclimating to having her ass positively stuffed, she didn’t even realize how deep she was taking her lover’s fat marecock until she felt a pair of ripe, weighty balls gently come to rest against her snatch.

Bending forward, Tempest draped herself over Twilight’s back. “Ready?”

“Uh…uh-huh…” Twilight croaked.

“Good…” Tempest growled.

And with that single, simple word, the dickmare started to fuck - not lightly hump, but fuck. Twilight was very familiar with just how ruthless Tempest could be, but this was on another level entirely. Completely and utterly immobilized, incapable of bucking back to meet her lover’s thrusts, she was used like a living, breathing sex-toy.

The logical part of her brain told her this shouldn’t be possible, that there should be some discomfort from having her ass plowed so savagely, but she could immediately see the appeal of the scandalous act. Clenching around the pistoning length like it had a mind of its own, her pucker milked Tempest’s stallionhood. Knowing she could be as loud as she want, she gave voice to her bliss and howled out.

“That - Nnnf - good?” Tempest growled.

“Yes!” Twilight brayed. “Sweet Celestia, yes!”

The instant she came, blinded completely by an orgasm, she realized Rarity had been right. Getting fucked in the ass wasn’t quite as good as vaginal, but it was close - darn close. Reduced to a gibbering, squirting heap, she fully surrendered herself to Tempest and basked in the vehement affection.

Her grasp on reality waned, consumed by a rapturous haze, and she was only temporarily shaken from it each time she endured a climax. Tempest was a machine, ruthless and powerful as all get-out, and she held nothing back. Falling in and out of consciousness, she clawed herself back to the waking world as her lover’s pace grew frantic.

Tempest grunted and groaned through gritted teeth, but her endurance eventually faltered. Sheathing the entirety of her length, she bellowed and came. As a seething tide of foal-batter surged into her, marking her in a new, unimaginable way, more than just Twilight’s eyes bulged.

Though she couldn’t see it, Twilight could feel her stomach gurgle and bloat outward from the two-fold influx of jizz. She’d had some idea that Tempest was cumming more than normal, far more than what a stallion could produce, but this sealed it. Panting and riding out a climax of her own, she struggled to catch her breath.

Remaining hilted, Tempest rolled to her side on the bed and held Twilight close. “Have fun?”

“G…guh…” Twilight moaned incoherently while she struggled to compose herself.

“We might want to hide out here for a while - you know, just to make sure our guest has gone,” Tempest coolly noted, glancing over at the sealed door.

Twilight falteringly turned, pecked Tempest’s cheek, and earned herself a true, deep kiss. She didn’t want to think about how she must have looked, both filled and shellacked in jizz, but that wasn’t important. Regardless of the unimaginable amount of cum on and in her, she had no doubt that she was the curviest, sexiest, and possibly sluttiest Princess Equestria had ever known. With her mind fixating on a conversation from earlier, she reluctantly pulled back and met her lover’s gaze.

“Yes,” she breathed.

Cocking her head slightly, Tempest smiled. “Yes what? Yes you like -”

“Yes, you’re my marefriend,” Twilight uttered before finishing her declaration with a second, albeit fleeting kiss.

Tempest’s eyes went alight, her grin broadened, and a hint of blush graced her cheeks. “You…you really don’t know how much that means to me. I…I don’t even -”

“Ssssssssh,” Twilight softly hissed while placing a finger to her lover’s lips. “We can talk about it after we’ve cleaned up - for now, let’s just savor the moment.”

She was just as happy as Tempest was, she was sure of it, although it was neither the time nor place to start waxing poetic about their feelings. Reaching back and placing a hand on the she-stud’s - her she-stud’s hip, she contentedly sighed. It was going to be quite some time until they reached Manehattan, but she could already tell that bringing Tempest with her was the smartest decision she’d made in a long, long time.