Welcome to the club~

“Is it really ok for us to be leaving them like that? I mean, surely we should have left them something-”

“I can understand why you would be concern for Thunderlane Dashie, but why Cloudchaser? Frankly, she’s the one who attacked you.”

“I don’t turn my back on my friends! And yes, she’s still my friend!”

“Even after all she’s done to you? Wow Dashie, you impressive me; if any bitch did that to me, I would have ripped her mane off with just my hands…”

Rainbow Dash frowned. It had been only minutes since they left Thunderlane and Cloudchaser alone, in which their gangbang over both ponies would have naturally worn them out. Where Spitfire was leading her, she did not know as this warehouse was MUCH bigger than she expected. Clearly this was the only actual building that held the entire supply line that this academy needed. And it was quite impressive if you actually took the time to examine what was available around you. The possibilities were endless if one would give it even more thought to it all. However, Rainbow Dash’s only thoughts were focused on the pair that they left behind.

“I don’t hate Cloudchaser; she was crazy for Thunderlane and she was closer to him a lot more than I expected; I thought that they were just friends…” she pointed out in defense towards her true feelings.

“Apparently, neither did Thunder; he didn’t seem to realize that his ‘best friend’ had a crush on him. To be honest, I feel that she should have just told him and keep the ‘friend with benefits’ relationship off until he took her seriously.” Spitfire remarked. When she was trying to get Soarin’s attention, she made it CLEAR of her feelings and didn’t make their relationship any more complicated than it needed to be; they were slight rivals during their academy days where Spitfire wanted to be the alpha pony above any other…despite the gender. “But I am sure when Thunderlane ‘wakes up’, they’ll finally have a good LONG talk over what led to this…”

Rainbow Dash shook her head. Frankly, she couldn’t shake off feeling guilty as if this was somehow her fault. But she did agree that they would finally be able to talk this out, now that everything was out of the bag. Thus, Rainbow Dash finally asked, “Where are we going?”

Spitfire smiled. “When Soarin brought Thunder to the warehouse, he decided to ‘watch’ the show that we made in another room.”

“What?”

“There.” Spitfire pointed at a door that they came across after walking for 5 minutes. “We have a security room where we keep all the recordings from our security cameras.” Spitfire smirked at Rainbow Dash. “I am sure you’ve heard about these being latest in useful tech!” she assumed.

“I think so…” Rainbow Dash lied. She wasn’t really into technology and thus, she wasn’t the sharpest when it came to the next big ‘thing’.

“Well because of them, Soarin was able to see everything that we did; there was a camera and I am sure he’s dying for us to- Oh you got to be bucking me…”

Rainbow Dash gave a confused look as Spitfire opened the door. As Spitfire took first glance, clearly something had bothered her. Thus, Rainbow Dash took her turn looking into the room: bright, one wall of the room held monitors and complicated controls that intimidated Rainbow Dash from first glance. Across from that wall, shelves held various items that were labeled and organized in proper order. And in the middle…Soarin sat in a chair. However, not in the way that Spitfire was pleased with.

“Oh you’re back…”

“Are you kidding me Soarin?! You couldn’t wait till we came here?!” Spitfire shouted angrily. She glared as Soarin had his pants down, with his stallionhood hanging down. There was a distinctive strong scent that only a mare could recognize by instinct. And what do you know it, a pile of tissues were lying by his chair on the floor. “Have you got no self-control? We were only there for like 10 minutes!” Spitfire pointed out with displeasure as she crossed her arms.

“Well SORRY, but it’s kinda hard when your stallionhood just NEEDS a good stroking…5 times…” Soarin pointed out in defense.

“What- 5 times???” Spitfire was taken back. “Just in 10 minutes?! You can’t be serious!” Spitfire couldn’t believe what she had heard.  In fact, Rainbow Dash felt the same as her jaw dropped.

“What can I say? It was hot!” Soarin frowned. “Seriously, I couldn’t stop stroking- ow…” Soarin flinched as he touched his penis again. It was not hard, but it was still enlarged as if it were swollen; the thickness would not settle down and the head of his penis as well as everything around it, was red. No cuts or wound of any kind was seen, but clearly it hurt whenever he touched it.

“Tell me you used lotion…” Spitfire frowned with even more displeasure.

“Oh yeah because obviously, you would find that in a security room…” Soarin answered sarcastically. “Just finding this box of tissues was pure luck.” he added as he gestured to what was next to him.

Rainbow Dash was still stunned over the fact that he actually got off from not only what they did to Cloudchaser, but what they did to Thunderlane. In fact, “What the buck?!” was what she asked, with the most confused expression that she could give.

“You’re hopeless…” Spitfire commented with a heavy sigh. “Stand up…” she added as grabbed his hand. With Soarin standing up willingly, Spitfire frowned as she saw the condition of his penis. “Dashie, I hate to do this AGAIN, but we’re going to need to cancel that important meeting that me and Soarin wanted to have with you and Thunder. Especially with what’s happened and…well this.” Spitfire explained to Rainbow Dash. “However, I can’t leave my boyfriend like this; think you can…?”

“Oh…? Oh!” Rainbow Dash gave a nervous laugh at what she was requesting. “Um ok…sure…? What do you-”

“Just blow him…”

“What about you?”

Spitfire only smiled as she saw the expression on Soarin, who returned the gesture with even greater pleasure. Regardless, Spitfire moved behind him and started to gently rub the sides of his waist before lowering herself. She took her time using her soft gentle hands to calm the nerves on his body while Rainbow Dash lowered to the crotch level of Soarin. At least for Rainbow Dash, it took her less time to ‘accept’ what was going on; she felt stupid for not playing these types of situations in a ‘cool’ matter.  She hated being the most inexperienced pony on anything, and that counted for sex as well as she eyed Soarin’s swollen penis. It was not settling and it still carried a deep red tone that covered a majority of its length.

Rainbow Dash was about to grasp his penis, but realized that it was too sensitive for even the gentlest of hands. Thus, she only took a few seconds to think about simply using her mouth. Her lips parted as she took in the head of his penis gently. It felt physically hot as she took in more and more of his length, slightly gaging as she was breathing awkwardly before reminding herself to use her nose. On her tongue, it surprised her with how high the temperature was with his penis, as she could only imagine how much pain Soarin was by this point. She started to suck it gently before moving her head back and forth. Each movement allowed the length to probe deeper down her throat, thus arousing Soarin into an expected erection.

“Mffhf…” she muffed softly as she closed her eyes. By Celestia was it very unpleasant to have something jabbing her mouth and trying to choke her. Why did mares like this again?

“Ngh…”

Rainbow Dash opened her eyes and peeked upwards to see that Soarin was in pure bliss; he arched his body backwards as well as his head. If there was one thing that she learned from this experience, it was that she found it very erotic to watch a stallion getting off from her work. As Rainbow Dash continued to watch him, she saw that his expression was starting to change. In fact, she didn’t do anything different that ‘should’ cause him to give a new reaction. It even made her raise an eyebrow as she continued to blow him.

What is up with him? she wondered. She knew that she wasn’t being too aggressive with her oral skills, so it couldn’t be that she was bringing discomfort to his penis. However, her attention was suddenly brought to behind him as she wondered if Spitfire had a hand in this. And just as she tried to peer her eyes somewhat passed him, she felt a sudden change with his penis; it was growing bigger? “Mfff!?” she muffed as it took her by surprise. Despite knowing that he wasn’t fully erected before, his penis was still as large as it could have been. “Ggha!” she gagged again as it was still growing. How was she going to get this thing out of her mouth?! It was to the point where she couldn’t bite down!

“AH!”

Rainbow Dash heard the sweetest of moans from Soarin this time. His body reaction actually gave Rainbow Dash a chance to get his penis out of her mouth. At least in the sense where only the head of it was surrounded by her lips and thus, allowing her to breathe. When she pulled back slightly, she took a moment to wonder what Spitfire was doing. Taking a moment to properly breathe, she eyed the side of Soarin’s waist and caught the slight of Spitfire’s mane. At least from what it looked like, she was at the same level as Rainbow Dash and pleasuring Soarin from behind…apparently. From a front view, Rainbow Dash was able to see that Spitfire had one hand on a thigh of Soarin, while using another to massage his set of stallion balls. But what was she doing with her head behind him-

“Ngh!”

Rainbow Dash nearly jumped as that last moan took her by surprise. That and the fact that Soarin ‘fell’ towards her and had to use her head for support. While he wasn’t heavy, Rainbow Dash felt scared wondering if he was going to skull-buck her like this. However, he seemed to be too distracted by something that Spitfire was doing. Rainbow Dash’s curiosity eventually led her to understand what was going on: Spitfire was rimming Soarin!

Spitfire had her eyes closed as she continued to attack the nerves of Soarin’s groin. With one hand massaging his thighs next to his groin, and another tending to his stallion balls, she only needed her mouth to simulate the most important part: his prostate. Her tongue continued to dig into his rectum and swirl around the insides. She would occasionally pull it out to lap up and down the outside. While she continued this on, she could feel how his insides were reacting and building up to his next release. She got excited, but this was mostly for Soarin who needed this for physical ‘therapy’ after what he did to himself. Eventually, she pulled away and started to focus on only penis with her hands. Paying no mind to the fact that he wasn’t being blown, she stroked his penis appropriately with both hands from both sides of his waist.

“Ahgh….buck….!” Soarin moaned as the nerves surrounding his male genitalia drove him insane. Of course, he was getting more use to it as he loosen his grip on Rainbow Dash’s head, finally focusing on balancing himself as he was feeling rejuvenated.

Rainbow Dash, who was observing this entire time, couldn’t believe how far Spitfire would go to please Soarin. For that matter, how far a mare would go to please a stallion! She’s actually eating him from behind?! GROSS! she said in her mind with a deep red blush. She would never do something like that! Various perverted thoughts rushed through her mind, trying to understand why Spitfire would be into this. It got to the point that she suddenly realized something: it was more common that stallions did this to mares, so why the favor couldn’t be returned? He seems to REALLY like it... M-maybe I might- Rainbow Dash’s eyes had widen as she suddenly shook her head wildly, unnoticed by the two ponies in front of her as she couldn’t believe what she was thinking. What the buck is wrong with you?! You’re not a pervert! she yelled in her mind.

Spitfire, who took a break from eating Soarin, finally gave regard to Rainbow Dash’s lack of recent contribution. “Hey, I don’t think he’s cummed yet…” she pointed out. Heh, she must be surprised that I am rimming him… she acknowledged in her mind with a small smirk.

Rainbow Dash snapped back into reality as Spitfire had a point. Still wanting to be favored by both her idols, she decided to try pleasing Soarin by his balls with her mouth. She lowered herself even more since his penis was now aiming ‘down’ thanks to Spitfire’s work. Wanting him to be balanced and not lean on her again, she wrapped her arms around him in a matter to that of Spitfire, thus balancing his body completely. She looked upwards to come face to face with his sack and took a moment to get use to the scent. Ah it smells…but in a good way… she thought as she slowly took one in her mouth. Her eyes closed as she tried to focus on simulating Soarin as much as possible.

This continued on for a few more minutes in which Soarin was squirming uncontrollably. He gritted his teeth as he felt a strong buildup inside of him. More and more did it build, as his prostate continued to grow and produce what was needed. His nerves were off the wall, rushing throughout his body as he shut his eyes as tightly as possible. It was all building up to something amazing as everything was tightening from below his waist. “I am….cumming….!”

“And that’s my cue.” Spitfire commented.

“Curious to what was going on, Rainbow Dash opened an eye to see what Spitfire was doing as she continued to tend to Soarin’s balls. She blushed slightly more as Spitfire was now rimming him yet again. It looked gross from a first impression as she could never imagine herself doing something similar in such a matter. And yet, it still looked so hot from a naughty point of view, as Soarin finally released his big build up.

“NGH!” Soarin’s face gave an expression that he was experiencing something intense. A shot came out of him, before his release paused for a few seconds. Afterwards, a very large release pumped out of him flowing endlessly for five seconds thanks to the stroking of Spitfire. She knew how to properly pump it out of him and for that, he was very grateful to be with somepony like her.

“Mff-” Rainbow Dash pulled away instinctively from his balls, as she was scared to what this would result in during his orgasm. She watched as a heavy amount of semen was shooting out of his penis and across her eyes. When it started to cease, the last few ‘soft’ shots fell on her right cheek, causing her right eye to close in reaction. It was very thick and it burned her face slightly as if she was taking a hot shower. “H-hot-” And yet, she wouldn’t move away as she was just stunned from this.

“Ah….oh…..Spitfire…” Soarin moaned in pleasure as she continued to do all of the work for him. He felt like the happiest stallion in the world with the intense pleasure that he was feeling.

Spitfire was beyond satisfied hearing her stallion moan in pleasure from her work. She continued on for another minute just to continue increasing the pleasure in his body following his orgasm. Afterwards, she released him entirely, allowing him to slowly fall back into the chair once again. Looking at Rainbow Dash, she watched as the young mare scooped a portion of the semen that was on her face.

“Why is it so thick…” Rainbow Dash’s remark was more of a statement than a question.

“Is it? Well that means that we did a good job.” Spitfire answered as she moved closer to her. And without warning, she lapped the cheek of Rainbow Dash to take in the taste of Soarin’s seed. “Hmmm…”

Rainbow Dash whined as Spitfire licked her. “Angh!” she whimpered.