Favors

by dirty little secret

Rating: mature
Tags: Sex, Blossomforth, My Little Pony: Friendship is Magic, Thunderlane, Other, Romance, Porn, Rarity, Random
Length: 6434

When Thunderlane goes to get a new suit, Rarity has a big surprise waiting for him... but she's not the only one.

Thunderlane’s never considered himself all that special. He works hard, has a lovely marefriend, Blossomforth, and even saved a pony's life once. All pretty typical stuff.
But his commitment will be tested when the mare he rescued wants to return the favor in the most intimate way possible, and that's not the only surprise waiting for him.

This is a good, honest clop, folks — If that's what you're after, you're in for a treat!

Many thanks to my proofreaders, Idylia and IRpony for all their brilliant advice and multiple revisions. It's thanks to them and their wonderfully in-depth tweaking that this story went from being 'decent' to being fantastic.

Featured on Equestria After Dark http://www.equestriaafterdark.org/2013/07/story-favors.html

Published 2013-07-15 21:40:01 UTC
Last updated 2013-07-15 21:40:01 UTC

Thunder Strikes Twice

Thunderlane plodded along Ponyville's Mane Street, scowling pure rage at everypony and scattering foals and adults alike in his wake. The marketplace bustle would normally cheer him up, but today Blossomforth's nagging irritated him incessantly. He wished everypony would just be shut up and leave him to sulk on his way to the dressmaker's shop in peace.

Blossomforth insisted he needed a new set of clothes for the upcoming fall dance; it was the biggest event of the season. He scoffed at the idea. His old clothes were fine. He loved that cute pegasus with all his heart, but he hated it when she got like that – pushing her nose into his business and 'helping' him when he didn't need it, and naturally, she never took 'no' for an answer when she was on a crusade.

So, of course, he found himself making his way to buy a new set of clothes. He kicked savagely at a pebble unfortunate enough to be in his way. Blossomforth couldn't even come with him, even though she was normally off on Fridays – something about the weather team needing extra help for a storm tomorrow. She left bright and early this morning, barely leaving time to say goodbye.

What were they doing scheduling a thunderstorm on the weekend anyway? And why hadn't he – the foremost thundercloud expert in Ponyville – been called instead? He shook his head; sometimes the things ponies did just made no sense.

His head began to clear, at least a little, as he passed out of the market district and his destination came into view – Carousel Boutique, the huge clothing shop built into an old carousel. Thunderlane sighed in disdain as he took in the excessively frilly architecture and decorations. He knew that this shop catered mostly to mares, but in a town this small there wasn't enough demand for a business that catered to stallions. So this was the only place he could go to have a good custom suit made without dealing with long flights or train rides.

Groaning softly to himself, he walked up to the entrance and pressed his hoof to the doorbell. Might as well get this over with. Dragging it out would only make it even more of a nuisance.

“Come on in, dear – the door's open!” a prim voice called from inside.

Pushing open the door, he folded his wings and stepped through, a little bell jingling as it closed behind him. The interior of the boutique struck him as exactly what he would have expected – mannequins bedecked in half-finished gowns, a few styling salon booths, a little stage with mirrors all around, and, of course, the dressmaker herself.

The white unicorn trotted around a corner singing, “Welcome to Carousel Boutique, where every garment is chic, unique, and magnif–” She stopped the moment she spotted him. “Oh, Thunderlane. It's you.”

He cocked his head to the side. “Wait... How do you know who I am? I've never been here before.”

“Oh!” She glanced back and forth quickly, a slightly awkward smile growing on her face. “Why of course I know who you are! You saved my life at the Wonderbolt academy, remember?”

Thinking back, yes, he did remember catching a falling unicorn. The expertly curled purple mane, the triple diamond cutie mark, the pristine white coat... yes, this was the same pony. Who was now staring at him a bit too intently through her thick, curled lashes.

“Oh, yeah – that's right.”

“I can't ever thank you enough, Thunderlane.” Something in the tone of her voice told him she had some plans about trying, though.

“Ah, yeah... it was nothing.” It really had been no big deal. All he had done was catch her. The real rescuing had been done by Rainbow Dash. No wonder Rainbow made it into the Wonderbolts while he had been denied. He sighed – when would that finally stop bothering him?

Rarity continued to stare, silently devouring every inch of him with her eyes.

“So, um... I was hoping I could get a new suit made in time for the fall dance?”

“Oh, right, of course!” She shook her head a little before recovering in the same cute little way Blossomforth always did. “Let's get your measurements. Follow me, please.” She pivoted gracefully and sauntered towards one of the booths along the wall. It was impossible not to notice the way her flank swayed side to side as she walked, impossible not to notice the way her tail sprung up to the side, letting him catch a glimpse of–

No, Thunderlane! He stomped a hoof down, admonishing himself. He loved Blossomforth, and had been in a stable relationship with her for two years now. He should not be ogling other mares!

Rarity paused her step for a moment, one hind leg strutted forward and the other stretched behind, putting her shapely rump on display. She turned her head towards him, eying him over the arch of her back. “Are you coming?” she asked, fluttering her eyelashes.

Thunderlane forced himself to calm down. She was just asking him for some measurements, nothing more. He had no business trying to read into it. “Oh, yeah, sure,” he mumbled, desperately trying to look at anything other than the gorgeous white flank in front of him. He would have liked to pretend he didn't notice the way her immaculately groomed coat shined, accentuating her curves, and he really would have liked to pretend he didn't notice the way the lips of her pert little sex caressed against her thighs as she walked. What stallion could ignore something like that, though?

“There, now just stand still and relax, dear,” Rarity cooed, stepping into the measuring booth with him, “This won't take long at all.”

Thunderlane sighed and shook his head. Without that flank right in front of him at least he could clear his mind a bit. Just looking was no big deal after all, right? Ponies did that all the time, and it didn't mean he was being unfaithful. No harm done.

Rarity wasted no time, using her magic to float a measuring tape over. Grabbing it in her hooves, she started to work. She ran a hoof along his neck to his shoulder, the other hoof slowly tracing down his foreleg. “Mm... M-hm.” Using her magic, she jotted down a note without taking her hooves off of him. The hoof at the bottom of his leg sneaked its way back up, leaving Rarity wrapped around his chest. “Ah, yes.” She jotted down another note.

Thunderlane suppressed a nervous twinge as the unicorn's hooves gently traced tingling lines through his fur. Was it just his imagination, or was she being much more hooves-on than necessary?

Rarity slid her hoof around him now, taking the measurement of his chest before again jotting down a note on her page. With a purr, she wrapped both hooves around his neck, pulling him closer. She stayed there a moment, hooves wrapped around his neck before playfully sliding off and writing her note. “You have very nice fur, you know,” she whispered into his ear, her voice smooth as silk.

“Uh... thank you?” He struggled to remain calm under her touch as she gently pressed and squeezed, practically massaging his shoulders.

“So soft and warm, with such a delightfully dark, lustrous color.” She slid her hooves back along his back, over his wings until one of them rested just above his tail. “It's a tragedy you never came around sooner.”

“Ah, Rarity, I don't think we should be–”

Rarity wrapped her measuring tape around his rump, looping it under his tail to silence his protest. “Hm, yes, very nice,” she whispered, jotting down another note and again letting her hooves wander, “Oh, what was that Thunderlane?”

“Rarity, I–”

Her hooves met one another beneath his belly, measuring his girth. She was so close now... very close to a part of him that – despite his best efforts to hold back his lust – now pleaded for some attention.

“Yes?” She fluttered her eyes at him, full of faux innocence.

“I...” He took a moment to steady his frantic breathing, the part of himself that wanted to stay faithful rapidly losing ground to the part that wanted to take this unicorn for all she was worth.

Rarity took the opportunity to run a hoof along the inside of his back leg, all the way to the floor, before jotting down a couple more measurements.

“I – I think that's enough measuring for now,” he finally managed to blurt out.

“Of course it is. I've taken all the measurements I need, darling.” She stepped away, heading back into the body of the boutique. “Now, could we adjourn to my design nook? I'll need to find out more about”–she flipped her tail at him–“just what it is you want.”

This was turning out to be far more stressful than Thunderlane had expected, but he knew he could resist the temptation if he just kept Blossomforth in mind. Taking a seat on the wide cushion Rarity had indicated, he tried as hard as he could to avoid thinking about the pressure and need building within him.

She – of course – settled in right next to him, much too close for his comfort. “Now darling...” She held up a few swatches of fabric. “Here are some of the fabric choices I'd recommend for you.” Softly, she brushed one bright yellow patch of cloth against the fur of his chest. “Hm, gold would be a dashing compliment for your eyes, but against that lovely coat of yours... it might be just a bit too garish.”

Through a truly heroic effort, Thunderlane brushed Rarity's hoof away and gave her a disapproving glare.

“Black?” She held up another square. “Hm, no, it would make your dark fur look tawdry.”

“I like black. My last suit was black.”

She didn't seem to listen. Instead, she got up and circled around, stopping in front of him, her body curling around, blocking him in with her curves. “I know!” she said, winking at him, “You would be simply ravishing in something white!”

He caught his heartbeat racing, making it difficult to breathe. He knew how much he wanted it. He knew how much he wanted her... and he knew that if he let this go on any longer, he wouldn't be able to stop himself. Something had to be done before it was too late. He shot up from the cushion, rudely pushing the seductress out of the way.

Initially, it surprised him to see her fall down from the gentle shove, but it all made sense when she just happened to land in a suggestive pose, with a blatantly false look of shock on her face.

He shook his head. “It's really time for me to go. I'll do the rest, um...” He paused for a moment, mentally stumbling, desperately searching for an excuse. That gorgeous mare on the floor waiting for him nearly overwhelmed his inhibitions. His instincts screamed at him to pounce on her. “I'll do the rest... uh, by mail or something. I – I've just really got to go now.” He scrambled away toward the boutique's door.

As soon as he opened the door, it slammed closed again, Rarity wedging herself between him and the door. Looking him straight in the eye, she edged closer, pressing her body against him. “Do you have to go so soon?” Rarity whined, making her intentions obvious.

“Rarity, I can't. I'm in a–”

Rarity's hoof caressed his cheek, stopping him cold. Her muzzle followed into his own, and he could feel her warm breath caressing his face. “I've wanted to pay you back, Thunder, ever since you saved me at the Academy.”

“Hey, I only let Blossomforth call me Thun–”

She slipped forward, sliding her lips down his neck. “I've been thinking about this a long time, you know. That rakish mane, those strong hips”– she paused for a moment, running her tongue over her lips and eying his nethers –“and that certain part of you that stands out most of all...” Her mouth found its way to the base of his wings, giving him an involuntary shiver of pleasure. She kept going further back, tracing down to his tail. Her own tail flicked against his nose, giving him a heady dose of her sultry scent.

“Rarity...”

She turned on her hind legs, pressing her luscious flank flat against the side of his chest. “You wouldn't deny me that, would you? I need you, Thunderlane.” She started rubbing herself back and forth against him.

Thunderlane honestly tried to ignore the warm moisture beginning to seep onto his coat, as well as the source of it. He knew it was wrong. He should slap her... shout at her and leave, fighting his way out if he had to... but he could barely control his breathing, much less–

“Mm. Magnificent!” Rarity spun around, spotting just what Thunderlane hoped in vain she wouldn't. Bringing her face down to his lower belly, she stole a lingering look at his emerging stallionhood.

It was an involuntary natural reaction. It didn't mean anything, right? He shook his head. There was no more denying it; this was getting way out of hoof. “Rarity, I need you to stop.”

“And give up this?” She moved even closer.

Thunderlane couldn't help but grow a little more, feeling her hot breath against his sheath. Taking a moment to steady his breathing, he gasped, “Yes, I need–” but only managed a startled cry as a delicate tongue traced along all of his exposed length.

Her mouth occupied, Rarity made no reply. She lavished a few more long licks up and down, bringing her hoof against the other side of it and eliciting a trembling groan as she began to apply pressure. As his rod inevitably reached its full length and began to stiffen, she bent around and took the tip entirely into her mouth. She let it pop out for a moment before reinserting it again even deeper, her swirling tongue's tantalizing dance against him taking his breath away. After a second plunge, she admired her work, “Oh, you taste lovely, dear.”

Thunderlane began sweating. Rarity was right there, going down on him! He was officially cheating! He didn't want this to happen, but the overwhelming waves of pleasure from each light brush of her teeth and every deft glide of her slick lips left him powerless to stop the mare devouring his groin. Rarity knew what she was doing down there, happily working him over. He knew he was slowly becoming fully erect, but what could he do? Where would it end? How far was this going to go? And most importantly, would anypony find out about–”

“Hi, Thunder. Hi, Rarity.”

Thunderlane's jaw dropped as a pale pegasus calmly walked out from behind the curtain of the changing room. Despite feeling like he was having a heart attack, he managed to cross his front hooves in front of him in a vain attempt to hide his shame from his special somepony.

“What? How did you – Uh... ah... This isn't... I mean, she forced me to... ah I don't...” He winced. There was no hiding it. She must have been watching... she probably saw everything. He hung his head low, mumbling, “Hi, Blossomforth.”

His heart sank with the thought of all he was now likely to lose. Blossomforth had been such a wonderful marefriend, her kind and fun-loving attitude, her adorable looks... and she was great in bed; very flexible. He sighed. How could he have been stupid enough to risk all of that for a moment's temptation?

Rarity just looked on and smiled, using a hoof to wipe the mess off of her mouth indiscretely. “You didn't mention that he tasted so wonderful, dear!”

Blossomforth glared at him, and her ice blue eyes reminded Thunderlane of why he'd fallen for her in the first place, even though he knew he was about to get the outraged verbal lashing he so justly deserved. Suddenly, though, the look in her eyes subtly changed. “Well, if he tastes so good, let's get some more.” She glanced over at Rarity and winked. “But this time, you have to share.”

Thunderlane gaped in shock and disbelief. “Huh? What's going–” With a pomf his wings spread out wide.

Not wasting another second, both mares lifted up his front legs and tossed him onto the soft carpeted floor.

Looming over his spread out and defenseless body, the pair shared a look of wicked glee before crouching down, one pony on top of each of his back legs. Without waiting for any word from him, they went to work.

Thunderlane gasped as both mouths slithered up and down in unison, pausing at his tip each time, tickling it with a few extra licks. Before long though, the two separated. Rarity took the initiative and slid her lips down his shaft – all the way down, lingering on his protruding sheath before beginning to stroke the heavy, sensitive orbs beneath with her smooth tongue. Meanwhile, Blossomforth brought his anticipation to a peak as she leaned up and let his flare slip into her mouth. She wasted little time in going deeper and deeper, making it down to his medial ring before stopping. He knew from experience that it was as far as she could go, but both the sight and feeling of it were incredible – she was such an outstanding marefriend!

Despite their two amazing mouths hard at work, Thunderlane finally managed to find words. “Hu – Honey? What's going – unf – on?”

Blossomforth just looked up at him and smiled a little, her mouth still full. Instead of pulling out to answer, she adjusted her angle around his girth before sinking even deeper.

Thunderlane groaned in pleasure as his special somepony started to gag. He didn't want to get pleasure from her pain, but the undulating grasping of her throat was irresistible... and Rarity's tongue still at work lower down only added to the overwhelming warmth building across his spit-soaked lap. The feeling of all his most sensitive spots being massaged at once by their soft, silken mouths was almost more than he could bear.

Gasping for air, Blossomforth finally pulled herself off of him, letting the last few inches pop out of her lips with a wet plop. Both she and Thunderlane panted for a moment, recovering, as Rarity sat back up as well.

“Well, you see...” Blossomforth started to explain, taking another moment to recover, “I owed Rarity a huge favor for helping to set me up with you in the first place.”

“I told you, dear, you didn't have to repay that favor.” Rarity rolled her eyes. “But, of course, you insisted. However, she didn't have anything I needed...” She glanced at Thunderlane through the corner of her eye, gently biting her lower lip. “Until a certain somepony saved me at the Wonderbolt Academy, that is. So now, I get to repay my debt to you, and Blossomforth gets to repay her debt to me. Everything works out perfectly. And you...” She fluttered her eyelashes at him. “You can just sit back and enjoy.” Rarity stood up, stretching luxuriantly, and as soon as the cool air breezed across Thunderlane's lap, he could tell it was soaked... especially where Rarity had been sitting.

“And besides,” Blossomforth added, standing up and leaving another damp patch of fur. “I've actually always wanted to try a three-way!” Without warning, she leaned over and pressed her lips against Rarity's.

The unicorn's eyes went wide for a brief moment before her body melted into Blossomforth's alluring embrace. Thunderlane watched in awe as the two mares licked the taste of him out of each other's mouths. Before long, Blossomforth's hoof found its way to Rarity's flank, kneading the supple flesh.

Not to be outdone, Rarity slipped her hoof between the two of them, down Blossomforth's inner thighs.

Thunderlane laid there on the floor, transfixed by the enticing sight in front of him. Seeing them caressing each other made his limbs ache with the desire to join in their passion. The sound of pony voices filtering in through the door quickly brought back awareness of where he was, though. “You think we should head upstairs or something? Somepony could barge in here at any moment.”

Rarity pulled her lips away from Blossomforth's, letting her tongue slide along her partner's cheek on the way out. Retracting her now-wet hoof back into the open air, she agreed, “I do believe he has a point, dear. Shall we adjourn to my boudoir?”

Blossomforth let loose a giggle, ending with a cute little snort. “I'm not sure what you said, but it sounds good!” She dabbed at her freckled face, cleaning off a bit of Rarity's leftovers.

Both mares strutted to the stairs at the back of the room, slow and sultry. Thunderlane eagerly followed them, watching them each vie for his attention with their swaying hips and winking lips as they sauntered their way up.

It proved more than a little challenging, navigating the steps while hanging down so fully aroused and with wings too stiff to fly. Spurred on by the flirtatious backward glances he received over each mare's inviting flank, though, he made it to the top.

Bursting through the first door on the right side of the stairs, Rarity hurried off to her bed, but Blossomforth paused at the door, keeping Thunderlane with her. She took his face in her hooves and planted a surprisingly gentle kiss. “I love you, Thunder.” Before he could respond, her mouth returned, now fiery and passionate.

“I love you, too, Honey,” Thunderlane managed as they separated once more.

Blossomforth glanced over at Rarity. The unicorn was already propped up with her front hooves on the bed and her flank wiggling at Thunderlane. She looked over her shoulder at the pair with inviting eyes.

Blossomforth gave him another quick peck on the lips. “Go get 'er, Thunder,” she said, with a wink, lightly smacking his rump for encouragement.

Thunderlane wasted no time making his way behind Rarity, taking a moment to just enjoy the view of her luscious curves.

Her back legs spread slightly and her tail standing straight up, she arched her back down, thrusting her glistening marehood up at him. Her alabaster lips winked at him, releasing a few more drops to trickle down her leg as Thunderlane's hoof traced a path over her pristine fur from her cutie mark right around to the base of her tail. “Mmpfh,” she gasped, as his hoof brushed against her sensitive mound. She looked back at him and softly begged, “Please.”

Thunderlane couldn't turn down an invitation like that. He slid his chest up and over her supple ass, bringing his still-raging erection right up to her. Savoring the moment, he brought his tip up to kiss against her entrance, enjoying the radiating heat and the gentle slippery massage of her wet marehood winking against the head of his cock. Slowly, gently, he pushed, sinking into her. He could feel every squeeze as Rarity's body urged him further in and every tremor in his own member as he struggled to contain himself and enjoy the moment. Rarity was tighter than his more familiar Blossomforth, and not quite as deep either, he realized, when Rarity's sharp, hissing intake of breath told him he had nearly bottomed out with a quarter of his length still outside.

He held still for a moment, savoring the feeling of being held inside a new mare. Each convulsion of Rarity's inner walls and every shudder that ran through her whole body let him know she enjoyed it even more.

With slow, firm thrusts, Thunderlane finally allowed himself to let loose, really beginning to rut the pristine white unicorn who had been driving him mad with desire ever since he had arrived. Every pump reached just a tiny bit deeper as Rarity's quivering body slowly grew accustomed to his length.

Rarity's breathing quickened as she looked back over her shoulder at Thunderlane. “Mpf... Yes!” Her legs spread out even wider as she pressed herself back against him.

Before he could bury himself completely in the unicorn's marehood, though, Blossomforth hopped onto the bed, apparently no longer content with just being a spectator. She straddled Rarity's back and reached up to Thunderlane, drawing him into a deep, sloppy kiss. The louder Rarity's moans of pleasure became, the more passionately Blossomforth attacked his mouth.

Thunderlane could see his marefriend's chest heaving, and he could feel the hot desire on her breath. As she broke her kiss to breathe for a moment, Thunderlane grinned. Seeing her so desperate for him increased his lust tenfold. “Turn around, Honey,” he said simply, before again sinking himself as hard and deep as he could into the unicorn below.

The look in her eyes told him she was thinking the same thing, and the way she licked her lips assured him she would enjoy it. Spinning around and presenting her needing flank to her coltfriend, she simultaneously lowered her face down next to Rarity's – flexibility had its advantages.

Thunderlane was greeted by the familiar sights and smells of his marefriend's sex, now right in front of his face. He had done this many times, but somehow, Rarity's walls gripping his shaft below gave it a whole new thrill. He didn't hesitate. Taking a nice firm lick from the bottom to the top of her slit, he was rewarded by a strong, wet wink from her lips, begging for more. Diving in, he gave Blossomforth all the things he knew she liked best, licking deep inside, teasing the edges of her entrance, flicking against her stiffening clit, all to the rhythm of Rarity's groans from below.

Rarity and Blossomforth, meanwhile, made out with each other, playing with each other's tongues and moaning into each other's mouths. Thanks to Thunderlane's ministrations, their sighs of pleasure were constantly increasing, getting more and more in sync with one another.

Blossomforth wasn't about to stop there, though. She slid forward off of the unicorn, leaving her coltfriend behind and presenting herself to Rarity instead.

Thunderlane never would have guessed Rarity to be the type to do it, and maybe she wouldn't be if she wasn't caught up in the moment, but Rarity didn't hesitate to bury her snout in his marefriend's folds, using the bumps from his own thrusts to take her in and out of the lithe pegasus.

Thunderlane grunted and gripped Rarity's stunning white flank even harder. Watching his marefriend getting eaten out by another mare – just hearing it – turned him on even more, not to mention Rarity's grip on him beginning to milk him for all he was worth.

Blossomforth still didn't seem satisfied, though. She backed up and laid down right on top of Rarity, a mix of the fashionista's saliva and her own feminine juices dripping onto the unicorn's back. “I need you, Thunder!” she whimpered.

He wasn't about to let his marefriend down. He slid out of Rarity's slick entrance and took just a moment to appreciate the view in front of him. Two gorgeous flanks, one very familiar and one brand new to him, stacked on top of each other with their supple slits lined up vertically. He watched, entranced, as both mares winked for him. A few heavy drops of Blossomforth's essence dribbled down onto Rarity's convulsing sex. It was, by far, the most erotic thing he'd ever seen.

Not willing to make his marefriend wait any longer, he rose up on the tips of his hooves and plunged himself into her eager marehood, wedging between her warm folds. He didn't go slowly this time; he would have plenty of other chances to savor the feeling of his marefriend. The arch of her back and the way her ears folded back told him she wanted a hard, fast rutting. Since he was already slick with Rarity's juices this time, he could deliver that right away. Her cry at the feel of his first penetration was as enticing as ever. Blossomforth wasn't as tight around his girth as Rarity, but her familiar contours were a welcome comfort. He immediately began pounding into her as hard and as fast as he could, building up a sweat as his muscles began to burn.

Before long though, a plaintive cry came from Rarity. It wasn't right to use her as nothing but a pillow, after all. Thunderlane pulled out of his marefriend and thrust back into Rarity, keeping the same rhythm. Of course, Blossomforth's need soon peaked, so he switched back yet again, reveling in the feeling of satisfying the two mares at the same time.

Switching back to Rarity again and instantly burying himself sheath-deep, Thunderlane bucked as Blossomforth slid away. With a little help from the unicorn, she snaked her way in between Rarity and the damp bedsheets, ending up completely underneath her, belly to belly. It left her with the perfect opportunity to let her tongue go to work on both Rarity and Thunderlane.

Rarity made a token attempt to pleasure the marehood under her snout, but quickly dropped all pretense of doing so as both Blossomforth and Thunderlane picked up their paces.

Blossomforth busied herself licking at the junction between Rarity and Thunderlane, flicking at Rarity's clit and outstretched lips, but also taking every opportunity to slurp Rarity's juices from her coltfriend's shaft or nuzzle his dangling balls. She attacked the two greedily, reveling in the mix of flavors.

With Blossomforth working on her from below and Thunderlane from behind, Rarity's breathing became shallower and more desperate by the minute. Her voice sped up and raised pitch, chanting, “Oh yes! Oh, please!” faster and faster as she tensed up.

Thunderlane ignored the complaints from his tiring limbs and shoved himself into her over and over, squeezing his hooves into her hips to drive himself in even further.

Rarity's cries suddenly stopped and she arched her body back as far as she could. Her inner walls clenched down tightly around Thunderlane as her essence streamed out into Blossomforth's waiting mouth. She shuddered and daintily cried out as her climax washed over her, and her hips bucked wildly for a few moments before she was able to relax and regain control of her body.

“Oh... oh my goodness... That was... incredible,” she gasped as she let herself melt back down onto Blossomforth. Her still-pulsing marehood finally relaxed, allowing Thunderlane to plop out of her and letting even more of her juices trickle out after him for the waiting mouth of the pegasus underneath to clean up. Her chest heaving and her limbs limp, the unicorn just collapsed down onto Blossomforth, utterly spent.

Thunderlane stepped back for a moment, admiring the results of his efforts and waiting for Blossomforth to get out from underneath and take her turn... but she didn't move. Instead, she looked him in the eye, licked her lips, cocking her head back and opening her mouth.

Hardly believing it, but grinning all the same, Thunderlane mounted Rarity again, but he let himself hang a little lower this time. The head of his stallionhood was immediately enveloped by his marefriend's eager mouth. He groaned in pleasure. Slowly and steadily, he began sliding himself – still slippery from Rarity's orgasm – into his marefriend's throat. This time she didn't have even the slightest gag, not even when he slipped in as far as he could go. Slowly, careful not to hurt her, he began gently thrusting in and out of her mouth.

She worked her tongue around his shaft as it slowly slid in and out, the sexy muffled sounds she made adding extra vibration to the sensations rippling along Thunderlane's cock. Occasionally, a few stray drops of Rarity's juices leaked down, either finding their way into Blossomforth's mouth directly or pushed there after landing on Thunderlane's pulsing shaft.

Recovering from her climax, Rarity finally rose up, giving Thunderlane a brief chance to lick her entrance before collapsing onto the bed next to them.

Blossomforth took the opportunity to pull Thunderlane out of her mouth and spin around, laying belly-up on the edge of the bed. She splayed her legs out wide and used a forehoof to spread her lips, exposing the glistening pink flesh beneath. “Give it to me, Thunder. I need you.” Unable to wait for attention, she stirred her hoof in tiny circles around her clit, groaning with pleasure and anticipation.

Thunderlane wasted no time sliding deep into his marefriend; her familiar entrance easily swallowed his length as she clutched at the bedsheets to keep from being driven backward by his thrusts. She stared into her coltfriend's eyes, her open mouth letting her tongue almost protrude out.

He doubled his pace as Rarity sidled up next to him on the bed. She turned his face toward her and enveloped him with a heated kiss, initially just pressing lips against lips. Her tongue soon found its way into his mouth though.

Tasting the familiar flavor of his marefriend's sex on the unicorn's firm lips, and feeling the familiar glide of his marefriend's inner walls against his shaft, Thunderlane shuddered in pleasure.

Blossomforth must have been getting close, too. She began gyrating her hips in the way she always did when she truly let herself go and started making countless tiny, fast thrusts onto Thunderlane. She reached up to him and tore him away from Rarity, pulling him down to her and holding him against her as tightly as she could, still hammering her hips into his groin. She cried out – right into his ear – as he buried himself as deeply as he could inside her. For a tense, heavy moment, they both held still as her rapid breaths convulsed against the rod inside her. Finally, she froze, her whole body flexing and going rigid as she was finally able to release. Thunderlane could feel her torrent of warm juices flowing down the body of his shaft and dripping down his legs as her body pulsed around him.

Blossomforth kept her grip on him, holding him inside her as she continued to twitch. Only after her breathing slowed back to normal and her muscles relaxed did she let him go, finally allowing him to breathe again and letting him slowly slide his still-stiff length out of her.

He knew from experience that for a few minutes now Blossomforth would be feeling too sensitive to continue... but this time he didn't have to wait – which was a very good thing, considering how worked up he was. He grabbed Rarity and nudged her towards Blossomforth.

Rarity seemed to get the idea and set herself down on top of the pegasus, face to face. The two mares' slits could nearly touch, and the flow of wetness from Rarity's resurgent desire quickly coated both.

Thunderlane drove himself into Rarity with reckless abandon now. He rushed toward his own climax with hard, deep thrusts and a long, pushing halt at the very deepest point each time. Rarity's warm pussy stretched, welcoming him as his tip began to flare.

“Give it to me. Please.” Blossomforth whispered her encouragement from below, “Come inside me!”

Despite the growing stallionhood still pounding away inside her, Rarity managed to protest. “Oh... no please... Ah! I won't get... hanf another... chance to... have... Oh! ”

Thunderlane, though, had his own ideas. As he felt himself pass the point of no return, he quickly pulled out of Rarity, his flared tip stretching her lips wide as it came out, then plunged back, only a little lower. His cock pushed in between the two mares' entrances, and rubbed against both of their soft sets of teats. He thrust as deeply as he could in between the two silky-furred, sweat-slick bellies before the pressure finally built up to a release.

His shaft convulsed between the two bellies pressing against it, shooting thick ropes of seed out between the two, coating the chests and faces of both mares with spurt after spurt of sticky white cream. Rarity and Blossomforth wrapped their hooves around one another, pulling one another close and pressing the stiff fountain between the two of them. The heat radiating from the two mares was amazing, and their soft fur pressed against him in ways he had never felt before. After finally draining every drop, Thunderlane allowed himself to slowly pull out from between them, leaving a long trail of his juices down each of their bellies, across their supple little teats, all the way down to their still-soaked mounds. He let the flared tip of his softening cock rest against their two entrances for a blissful moment before falling and rolling down onto the bed beside the two mares, exhausted.

Once he became aware of his surroundings again, Thunderlane looked up to see Blossomforth and Rarity with their tongues all over one another, licking his load off of themselves and each other, rushing to savor every drop. Rarity dipped low to suckle a few precious dribbles from Blossomforth's teats, but his marefriend stopped her on her way back up and made the unicorn shudder in delight as she licked off a thick strand that had gotten all the way up to her horn. He could have watched it for hours, but even with the impressive load he had delivered, they eventually managed to find and clean up every drop.

As soon as they did, both of them fell to the bed beside him, one on either side, using his shoulders for pillows.

He sighed as they all relaxed and cooled down, catching their breath and letting their sweat cool them down. This had been an utterly perfect day. “Phew... we should do this more often,” he said, still panting a little.

Blossomforth leaned up and kissed him, the taste of him still on her lips.

“Oh no, dear, this was only a one time occasion, of course.” Rarity brought a hoof up to her forehead dramatically. “I couldn't possibly risk interfering in your relationship by intruding... Unless, of course”–she winked at the two of them–“I somehow end up owing you another favor.”

The End

Author's Note

This is my first foray into erotic fiction, so please do tell me what you think! I could use all the feedback I can get.