Chapter 1

The Beginning

“SPIKE!” screamed Twilight hysterically while throwing away book after book. “Have you seen that old brown book!?”

“Which one?” asked the little dragon and yawned.

“’Erotic and Sexual Incantations’,” answered Twilight while throwing away yet another book.

“Eroti- what?” said Spike surprised and managed to duck just as a book flew over his head.

“Just look for an old brown book,” answered Twilight irritated. “Gah! I know it’s here! I used it to help Rainbow Dash yesterday.”

“Can’t you just get a new one from Princess Celestia? She’d probably have a copy of the-“

“NO!” screamed Twilight and blushed slightly. “I could never ask her for a book like that! Besides…”
Twilight lowered her voice and blushed even more.

“… I’ve made some very personal notes in it that I don’t want anypony to read.”

Spike sighed, looked at the tall bookshelves that contained rows after rows of both old and newer books, before climbing up the ladder and reaching out for the first book, knowing this would be a long day for both of them.

The train closed in on Ponyville and Babs Seed yawned loudly, tired from the long journey. It had been especially long this time because of several delays and the sun was already about to disappear behind the mountains when the train rolled in at the station. Once the train stopped and the doors slid open she trotted down the station, happy to soon see her cousins and getting one of their home cooked meals. Her stomach practically growled after food as the meal on the train had been less than appetizing. Just thinking about the smell of a homemade apple pie being taken out of the oven made her mouth water and she licked her lips in anticipation. But as she walked around the corner of the station she heard a strange sound coming from one of the alleyways. She stopped and listened. After several seconds without hearing anything but the rustling of the leaves and the sound of the other passengers as they walked past her she figured she must have misheard. Just as she took as step forward she heard the sound again, clearer this time. It sounded like the cry of a cat.

As her curiosity grew stronger than her judgment, Babs slowly made her way down the dark alley. Back in Manehattan she would’ve never go down a dark alley, all alone, at the break of night, but in a peaceful town like Ponyville nothing bad could happen, right? That’s what she told herself at least, as she descended further and further down the alley. She heard the sound once again, louder this time, coming from a trashcan a few meters in front of her. She mustered her courage, remembering that she was a Cutiemark Crusader, and crept closer and closer to the trashcan.

The loud noise from a whistle made her jump out of terror. She looked back and saw the train leave, blowing a trail of smoke into the dark sky. It wouldn’t take long before the sun was completely gone and Babs didn’t have any wish to walk home to Sweet Apple Acres in total darkness. What’s worse, if she didn’t hurry she would be too late for dinner. With that thought in mind she turned around and started walking back towards the dim light of the station. Suddenly she heard the sound of hooves behind her. Turning around she saw a blue pony with a large pointy hat standing beside the trashcan with a small smirk across her face.

“Who are yo-“

Babs voice was cut short as a white light filled the alley and her vision went black…

Apple Bloom paced back and forward in front of the farm house with a worried expression. Every now and again she would stop and look down the road in the hopes of seeing her cousin coming up the dirt road but all she saw was a couple of leaves blowing around.

“Come inside, Apple Bloom,” said her big sister and help the door open.

“But Babs still hasn’t showed up,” answered Apple Bloom and looked even more worried. “What if somethin’ has happened to her? What if she’d hurt herself?”

“Ah’m sure she’s fine, sugarcube.”

Applejack walked out in the front yard and put a gentle hoof around her sister.

“Babs must’ve missed her train or somethin’. Ah’m sure she’ll show up tomorrow mornin’.”

“Ya sure, sis?” asked Apple Bloom, looking up to her big sister with worried eyes.

“Of course Ah am,” answered Applejack and pulled her sister closer. “Ah wouldn’t be lyin’ to ya, now would Ah?”

“No, ya wouldn’t,” said Apple Bloom and hugged her sister. “But if she doesn’t show up tomorrow?”

“Don’t worry, sugarcube,” Applejack broke the hug and put a reassuring hoof on her sister’s shoulder. “Ah know she’ll be here, first thing in the mornin’.”

Apple Bloom seemed to calm down a bit from her sisters confident look and trotted inside. Applejack followed her but halted at the entrance and took a final gaze at the empty dirt road, following it with her eyes until it disappeared into the night. Ya better come home tomorrow, Babs, thought Applejack worryingly before slowly closing the door.

Apple Bloom had trouble sleeping. No matter how hard she tried she couldn’t stop thinking about Babs. What if she really was in trouble? What if the train had crashed? She shook her head, trying to get rid of her dark thoughts. Closing her eyes, she tried to relax but to no avail. She just couldn’t sleep.

As she lay in her bed and stared up at the ceiling her thoughts drifted away and the image of Babs came up again. But this time she wasn’t worried. This time she felt a different feeling rising within her. She’d only felt this feeling a couple of times before, once when she accidently saw her sister pleasuring herself and later when she tried doing the same thing. It was a hot, tingly feeling that spread throughout her body and made her sheets wet with not only sweat. She had never done it at the thought of another pony but imagining Babs firm flanks, her hot breath and her sweet scent, made Apple Bloom lose her will to resist. She knew she wasn’t supposed think about this sort of stuff, especially with her own cousin, but it wouldn’t hurt if she didn’t tell anyone, right?

Her heart raced as she slowly reached down a hoof under the blanket, inched it towards her moist sex and gently touched the little nub. Like an electric shock, the pleasure shot through her and she barely managed to silence a moan. Wanting more of the tingly feeling, she pressed down on the sensitive nub and moved her hoof up and down, in circles and from side to side. The pleasure was almost unbearable. She had done this before, but imagining that it was Babs hoof that touched her made the feeling ten times as strong.

She lifted her back a bit to reach further and lowered her hoof even more. Pressing down, she pushed the hoof against her wet slit and let out a soft squeal. She pushed harder and wriggled her hoof as she parted her tightly clenched folds. Apple Bloom knew her hoof was way too big to insert so instead she simply prodded it against the opening of her slit, making the slimy folds squeeze against the tip of the hoof. The sheet under her flanks became drenched as more of her juices spilled out between the hoof and the tightly pressed folds. She pulled the hoof away a couple of centimeters before thrusting it back against the slit with a loud *shlop*. She repeated the motion, over and over, while imagining Babs lying on top of her. With each thrust the pleasure became stronger and flowed through her body like a rocket, sending more of her love nectar onto the sheet.

The heat had become unbearable at this point and she quickly moved her blanket to the side. Panting, she moved her slimy hoof, the wet folds making a slurping sound as they lost their grip, and placed it just above her little nub. Even though her body yearned for relief she imagined how Babs would tease her by playing with her small teats instead. The teats, erected by her ever rising arousal, sent shivers of pleasure through her small body, making her squirm and gasp for more. Apple Bloom lowered her hoof again and pressed down on her nub, red and swollen by anticipation. The feeling of pure ecstasy was indescribable.

She imagined how Babs would lower her head between Apple Bloom’s loins and suck on her swollen nub and lick her quivering slit. She felt her folds flexing and squeezing as she picked up the pace with her hoof, rubbing harder and faster. As she felt her climax build up within her she jerked upwards against her hoof while rubbing as fast as she could. In a desperate attempt to hide her lustful moans and gasps she bit down into the pillow, imagining it was Babs own moist sex.

Then everything came crashing down at once. She arched her back, screaming into the pillow as the orgasm flowed through her body and in an attempt to ride out the extreme convulsions she jerked her sweaty hips upwards, sending juices flying over the bed and onto the floor as they squirted out between her flexing folds. Her body squirmed and quivered as the climax slowly faded away and soon she lay exhausted on her bed, panting, her fur and sheets drenched in sweat and juices, but with a very satisfied smile on her lips. Rolling over to the side and hugging her pillow, she imagined how Babs sweaty body pressed against her own and she finally closed her eyes, falling into a blissful sleep.

Her vision was hazy, the room spinning and a terrible headache drummed inside her head. Babs sat up and groaned as the pain refused to leave her skull. Focusing her vision, she saw that she was inside a strange hut, filled with weird jars, potions and spices. Looking out the window made her realize that she was no longer in Ponyville. The thick trees and twisted vines reminded her of Everfree Forest, which she had only observed from a safe distance.

“Good, you’re awake,” said a mysterious voice.

Babs darted her gaze over the hut but in the damp darkness she couldn't see anypony else. Her heart pounded in her tight chest as she listened for the voice to speak again. When she was only met with menacing silence she mustered her courage and spoke out.

“Who are you?”

“Who I am is of no importance,” answered the voice coldly. “What’s important is what you are about to do.”

“Apple Bloom, is that you?” Babs said, wishing that this was all a bad dream.

“You belong to me now, Babs Seed, and we have a lot of work to do,” said the voice in the same cold tone, ignoring her question.

“I won’t do anything for you!” screamed Babs in an attempt to calm her panic.

“Then by all means leave,” said the voice menacing.

Once again silence befell the small hut and Babs realized that she was sitting just a few meters away from the door leading to the outside, to her freedom. She saw her chance and tried to rush towards the door. She didn’t care if she was in the middle of Everfree Forest, as long as she could get away from that stern voice. Terrified, she realized that no matter how much she tried to lift her hooves they wouldn’t move an inch.

“Now do you see?” said the voice, breaking the silence. “As I said; you belong to me. Stand up.”

Babs was just about to tell off the bodiless voice when she noticed that her body stood up on its own, obeying the command.

“W-what’s happening!?” screamed Babs and drew a couple of short frightened gasps. “Apple Bloom! Where are you? Somepony, help me!”

“Scream all you want,” the voice said and added a slight giggle that sent shivers down the terrified little filly’s spine. “It only adds to my amusement. Now, look at what’s lying in front of you.”

Her head turned against her will and she stared into the damp darkness in front of her. For a second she thought she saw something move inside the shadows. As to answer her suspicions, candles lit up by themselves, revealing a pony lying face down on the wooden floor. The grey pony was bound and gagged, her flank facing Babs. As the grey pony’s tail was magically swept to the side, the moist slit was exposed, its folds loose, almost gaping, welcoming Babs inside.

“I have played with her non-stop since we arrived, keeping her at the edge of orgasm,” said the voice and let out another giggle. “I think she’s about as ready as she will ever be.”

“Ready for what?” asked Babs without being able to break away from the erotic sight.

“Why, you of course,” answered the voice plainly. “And I think you’re getting ready as well.”

Babs was just about to ask what the voice meant by that when she felt a fire building between her backhooves. Unable to move, she simply stood upright, tears rolling down her cheeks, as her muscled tensed up. Her little nub, red and throbbing, began to grow. As it grew larger and thicker so did her unwanted arousal. A minute later her little nub had sprouted into a full length stallion cock, way too big for the little filly’s young body. It throbbed and slammed excitedly at her underbelly, reacting to the heavy scent of the grey pony’s wet slit. Ashamed, Babs tried to hide her excitement by closing her back legs, but realized that she was unable to do so, her body now at the command and mercy of an unknown voice. The voice, clearly taking great delight of Babs reaction to her new addition, continued teasingly.

“To think you would get this excited in a situation like this. Aren’t you the little pervert?”

“The only pervert here is you, jerk!” screamed Babs frustrated. “When my cousin gets here-“

“Your cousin?” interrupted the voice and laughed coldly. “You’ll be seeing her sooner than you think.”

Babs immediately regretted bringing Apple Bloom up.

“Don’t you dare hurt her!” screamed Babs desperately, her voice shook with anger.

“I won’t,” answered the voice calmly. “But you will. Just as you will hurt this pony in front of you.”

“I would never-“

“We’ll see about that,” interrupted the voice again. “Place you hooves on the mare.”

Babs felt her heart freeze as the words reached her quivering ears. Once again, her body betrayed her and blindly followed the voice’s command, as a puppet dances to its master’s strings. One step, two step. Closing in on the mare, Babs reared up and placed her front hooves on the grey pony’s flanks, taking a firm grip. Her hooves, pressing onto the other mare, made the grey pony slowly regain consciousness.

“Finally awake, Zecora?” said the voice again and giggled menacingly.

Zecora opened her eyes and her gaze met Babs. At first, the grey pony expressed confusion at Babs presence, but it quickly turned into terror as she lowered her gaze towards the filly’s erect member. Her eyes, widened with fear at the sight of the throbbing cockhead, became wet with tears as she began to squirm and struggle against the ropes and the tight gag. It was no use. The ropes where too strong, enchanted with magic and tightly bound around her hooves.

All Babs could do was to stare at the mare’s desperate attempts for freedom. She wanted to help the poor pony but her body had become like stone, cold and unmoving. She hated to admit it but something deep inside her wanted nothing more than to drive her member into the mare and grind her against the ground as hard as she could. It made her feel disgusted by herself but her member simply throbbed even more. The sensitive cockhead touched the wet slit, coating itself in slime, sending shivers of pleasure through the shaft and into her little filly body. She hated being used in this way, her body being in somepony else’s control, but she loved the intense pleasure, a pleasure she hadn’t even known existed until now.

“I see you’re getting impatient,” said the voice. “Go ahead, give into your lust! Drive your member as deep as you can and pound your mare into submission!”

Before Babs could protest her body jerked forward, hard, driving the entire member down between Zecora’s slimy folds with a wet *schlorp*. The grey pony’s muffled scream and Babs uncontrollable moans filled the hut. Before Babs had time to catch her breath her hips pushed backwards, dragging the member halfway out before thrusting back again, driving it all the way in until her hips slammed against Zecora with a loud smack. The pleasure was incredible as the member furiously pounded and violated the mare’s abused slit.

“Your body has already accepted its fate,” said the voice triumphantly. “Give in and let your mind be swallowed by your darkest, deepest desires!”

“I-I’ll never…” Babs voice was cut short as another gasp slipped her throat.

Zecora was confused and terrified by this whole situation. After almost going insane by pleasure less than an hour ago, she was now pounded, raped, by a hot throbbing mass that seemed to invade every corner of her body. And her assailant was a foal no less, which only added to the confusion. She felt her mind beginning to slip as an orgasm rushed towards her and she closed her eyes, letting her tears roll down her sweaty cheeks.

Babs felt how the mare clenched and squirmed around her hot member, juices spilling out and forming a puddle beneath them as the orgasm flowed throughout the grey pony. Babs couldn’t stop, the pleasure was far too great, her mind beginning to deteriorate as a white bliss clouded it, even as the grey pony laid whimpering and writhing underneath her. Slowly, the feelings of shame and disgust were replaced by wanting and lust. She knew this was wrong, she knew Apple Bloom would hate her for it, but none of it mattered anymore as she could do nothing to stop it.

Babs jerked her hips harder, unable to hold back as her own orgasm quickly closed in. The member throbbed, growing thicker deep within the moist sex, ready to fill the mare with her hot seed.

“Hold,” the voice commanded suddenly, making Babs body coming to a quick halt.

Babs couldn’t believe it. She had been so close and yet so far away. Right now she wanted nothing more than to fill up the mare, no matter what happened. The voice commanded her to pull out and back away from the mare, her body following the orders. Her rock-hard member slid out of the cramped hole with a slurping sound and the cool air felt freezing on the slimy cock.

Suddenly, the door opened behind her and the blue pony with the big pointy hat appeared behind her. Babs felt how she could move her body again and her first instinct told her to run, to get away from this horrible place.
However, another part of her, newly born, residing deep down within her darkest desires, told her to mount the mare again and fill her womb to the brim. Before she could decide between her broken thoughts, the commanding voice broke the silence.

“I see you do not run,” said the blue pony and smirked.
Babs stared at her in surprise.

“You?” was the only thing she could press forth.

“Surprised?” said the pony again with the same commanding voice before giggling. “I don’t blame you. I certainly don’t look like the assertive type.”

“But-“

“I’m sure you have many questions but before you ask them I have one for you,” said the blue pony and glared meanly at the filly before stepping away from the open door. “If you follow this road you will be back in Ponyville in a matter of minutes.”

The blue pony trotted closer to Babs, whispering in her ear.

“But if you go now you will never experience this kind of pleasure again. Your body will forever yearn for a relief it can never have and you will slowly be driven insane by your own ever-growing lust.”

Babs gulped at the thought. But if she stayed she knew she would never see Apple Bloom again nor her other cousins, her friends or her home. She knew she had to go back, but something was stopping her. Not an enchantment or some other form of magic, but the new part of her, born from the feeling of domination and unearthly pleasure. That side of her grew stronger each second and her throbbing mass between her loins ached badly as the pressure built, yearning and wanting for release.

“Stay! Become the instrument of my revenge and you shall receive pleasure fit for a goddess!”

The blue pony’s words echoed in her mind, breaking her moral barriers, twisting her memories and pounding at her very soul until nothing but the voice and the promise of everlasting pleasure filled her very being.

“I’m sorry, Apple Bloom,” whispered Babs while a tear rolled down her face, and so she turned away from the open door, consumed by her dark desires, and walked back to the whimpering mare.

Babs felt the last remnants of guilt and disgust wash away as she put her hooves on the firm round flanks and slowly forced her girth inside the fleshy, writhing hole. When the pleasure took hold of her again, and without any enchantments to hold her back, she lashed out, grinding her hips against the mare. Babs had lost all sense of self-restraint as she pounded Zecora with all her strength, bashing against the swollen womb. The mare started to struggle as yet another orgasm closed in and as Babs felt the mare shake her hips in desperation, she was finally pushed over the edge.

With a couple of more thrusts and a lustful scream, Babs drove her entire member down through the wriggly folds until it slammed against the womb. She pressed even harder, pushing with all her might, making the swollen cervix open a couple of centimeters before the gush of cum shot out of her. As the cum flowed into the mare, so did the last pieces of her sanity. The slimy pulsating folds clamped down around her shaft, squeezing out the cum as Zecora convulsed and bucked up against Babs, almost lifting the little filly from the floor. With her hooves in a tight grip around the mare, they rode out their orgasms before collapsing on the floor.

“Oh my,” said the blue pony grinningly. “It seems you were too much for poor Zecora to handle.”

Babs shifted her eyes to the grey pony and saw her lying unconscious under her, tears still trailing down her cheeks. Strangely, it didn’t make her feel bad, quite the opposite. It made her feel strong, powerful and… happy. It was a mix of feelings she didn’t quite understand, but enjoyed none the less. The member became smaller and smaller until it had completely transformed back into her little nub, as if it had never been there. She stood up, panting, and turned to the blue pony.

“I… I will do as you wish… just…” Babs felt her vision go hazy and her legs weaken. “… let me do this again…”

“Oh, you will,” said the blue pony reassuring. “But now you must sleep. There’s a long day awaiting you tomorrow.”

Babs, unable to hold her own weight up anymore, fell to the side with a small *thud*.

“And most certainly a long night,” continued the pony with a smirk. “Sleep well, Babs.”

“Goodnight...?” Babs looked questioningly at the pony with her hazy gaze, fighting to keep her eyelids from falling down.

“You can call me…” The blue pony turned, walked out the open door before she stared back at the exhausted filly with a menacing grin on her lips. “… Trixie.”

And with that, the door swung shut, leaving the filly all alone in the damp darkness.

“Apple Bloom,” cried Babs as the last part of her that expressed the pure love for her cousin made one last desperate attempt at breaking free from this nightmare, before being dragged into the abyss and torn apart by the monster that now embodied her very soul…

Apple Bloom yawned, stretched her little hooves and sat up on the bed. She eased herself down on the floor and slowly made her way to the window while yawning once again. After rubbing her tired eyes with her hoof, she looked down at the front yard and to her surprise she saw a figure closing in on the farm. As she squinted her eyes and as the sun rose up over the mountaintops she saw that the figure were none else than her cousin, Babs.

“She’s here!” screamed Apple Bloom as she rushed down the stairs. “Mah cousin is here!”

“What in all tarnation!?” exclaimed her sister, poking her head through the bedroom door.

Apple Bloom didn’t answer, having already run out to meet Babs. As the little farm pony approached her cousin she pounced and on top of Babs, wrapping her little hooves around the pink mane.

“Ah was so worried!” said Apple Bloom with tears forming in her eyes and she tightened her grip around Babs. “Ya didn’t come home yesterday and Ah waited and waited but ya still didn’t show up!”

“Sorry,” said Babs and gulped.

She sniffed and felt Apple Blooms sweet scent fill her nose, her soft body press against her and her small hooves stroke her mane. A tingling between her legs shot a warning signal through Babs and she pushed Apple Bloom away.

“I can’t breathe when you hug me so hard,” lied Babs and made a couple of forceful coughs.

“Ah’m sorry,” said Apple Bloom. “Ah was just so happy to see ya.”

“Babs! Yer finally here!” said Applejack and approached the two fillies together with Big Mac.

“Uh… Yeah,” said Babs distantly and rubbed the back of her head. “I uh… missed the train.”

“Yer must be starvin’. Ah make ya some breakfast,” said Applejack. “Apple Bloom, why don’t ya take Babs with ya upstairs and Ah call ya when the brunch is done.”

Apple Bloom nodded cheerfully and trotted back to the house with Babs. Babs followed her cousin into her room and sat down on the bed. The tingling sensation between her loins didn’t stop, no matter how hard she tried to ignore it. Here she was, alone with Apple Bloom in her room, and all she had to do was to walk up to Apple Bloom, pin her to the floor and part those wonderful nethers with her huge member. As her thoughts rushed ahead of her she felt her clit throbbing, expanding and swelling. She quickly put her hooves down in order to hide it. This was neither the time nor the place to do it. If she did it now she would surely be caught and then she could never do it again. Babs remembered what Trixie had told her before she left the hut; “Do not get caught and wait for my signal before you begin!”

The words echoed in her mind and commanded her stiffened clit to calm down and surprisingly it did.

“How have ya been, Babs?”

Apple Bloom’s voice replaced Trixie’s and Babs woke up from her thoughts.

“… I’ve been good,” she said awkwardly. “Um… how’ve you been?”

“Just fine,” answered Apple Bloom and smiled. “I know! After we’ve eaten, would ya like to hang out with me and Sweetie Belle in our clubhouse?”

Something inside Babs grinned menacingly. Just me and two other fillies, all alone in their clubhouse? This will be easier than I thought.

“Of course!” answered Babs and returned Apple Bloom’s smile. “But what about Scootaloo? Isn’t she coming?”

“Nah, she said she’d be hangin’ out with Rainbow Dash today,” answered Apple Bloom and sighed. “She’s been hangin’ around Dash quite a lot lately.”

Apple Bloom walked over to Babs and sat down beside her on the bed. Babs gulped when her cousin’s forehoof brushed against hers. All I have to do is push her down onto the bed. Just reach out my hoof and hold her down as I mount her, as my member penetrates her tight little-

“Hey, Babs.”

Babs shook her head in order to clear her mind. Apple Bloom sat very closely and stared into her eyes.

“Yeah?” answered Babs and felt a slight blush on her face.

Apple Bloom opened her mouth as if she wanted to say something but seemed to change her mind at the last second.

“N-nothing.”

The little farm pony turned away and blushed. Before Babs could say anything in return, Applejack called for them downstairs.

Scootaloo watched in awe as Rainbow Dash flew in wide circles above her, kicking away cloud after cloud. Dash smirked, swooped down and picked up the little filly.

“Can’t have you standing there all day,” said Dash and grinned. “Besides, I did promise I would teach you how to fly today, squirt.”

“Aww yeah!” exclaimed Scootaloo excited. “When do we start!?”

Dash flew upwards and landed on a distant cloud overlooking Ponyville.

“How about right now?”

Rainbow Dash got into position at the edge of the cloud, urging Scootaloo to do the same. She stretched out her wings and the little filly followed her example. Scootaloo looked over the edge and gulped when she saw how high up they really were.

“D-don’t you think this is a bit too high?” asked Scootaloo anxiously.

“What? You’re scared?” said Dash and raised an eyebrow at the filly. “We can start lower if you want to.”

“N-no!” shouted Scootaloo, mustering all her courage to impress Dash with her bravery.

“That’s the spirit, squirt!” said Dash and rubbed a hoof on the filly’s head. “Besides, if you would fall I’d catch ya right away so there’s nothing to worry about. You’re with the most awesome flyer in all of Equestria after all.”

Scootaloo smiled, somewhat reassured by Rainbow Dash’s words, and prepared to jump off the edge. Rainbow Dash dove down, leaving a rainbow-trail after her, and made a U-turn just as she was about to hit the ground. Scootaloo watched her idol with wide eyes before taking a deep breath and pushing herself off from the cloud. She flapped her wings as fast as she could and for a couple of seconds she managed to hover in the air. But before long her wings became too tired to support her weight and she fell down towards the ground like a rock. The little filly screamed as the ground closed in rapidly and she flapped her wings in desperate attempts to slow her speed. She closed her eyes and waited for the inevitable impact.

Suddenly she felt a pair of strong hooves wrapping around her and by the time she opened her eyes she was already on the way back up. Dash smiled at her and sat her down onto the cloud once again.

“See? That wasn’t so bad, right?”

“O-of course n-not,” said Scootaloo and tried to stop her legs from shaking in fear. “I-I wasn’t scared!”

“Course you weren’t!”

Dash gave her a slight hit on the arm before taking up her position at the edge of the cloud. Scootaloo sighed deeply before taking her place besides Dash. As the little filly stretched out her small wings the rainbow colored pony slipped up behind her, placing her hooves on the filly’s wings.

“If you place your wings in this position right before takeoff you gain a lot more momentum,” said Dash and raised the small wings slightly.

Scootaloo nodded but gasped suddenly as she felt her forehooves slip off the edge of the cloud. She jolted backwards, pushing her hips into Rainbow Dash and brushed her little tail against the rainbow colored pony’s fleshy nub. Dash let out a small moan before she managed to silence herself. Scootaloo turned around in panic, scared that she might have hurt her idol.

“I’m sorry!” squealed the little filly while tears formed in her eyes. “I didn’t mean to hurt you! I’m so, so sorry, Dashie.”

“It didn’t hurt, squirt,” said Rainbow Dash and placed a reassuring hoof on the filly’s shoulder. “It… actually felt pretty good.”

“Good?” said Scootaloo and stared questioningly at Dash.

“You’ve never done ‘it’ with yourself?” exclaimed Dash surprised.

Upon realizing what Rainbow Dash was talking about, Scootaloo blushed deeply. A small tingly but warm feeling spread out between her loins causing her to blush even more. Her immature slit became moist when she remembered all those times she had pleasured herself while imagining Rainbow Dash pressed against her.

“Ah, sorry,” said Dash when Scootaloo didn’t give an answer. “I didn’t mean to creep you out or anything.”

“No, that’s not it,” said Scootaloo quickly. “I eh… I have done it… before. It’s just that…”

The little filly took a deep breath before continuing.

“I’vealwayslikedyouandIwannahavesexwithyou!” said Scootaloo as fast as she could and felt her face go red in embarrassment.

“Can you say that a bit slower?”

Rainbow Dash eyed the blushing filly and raised an eyebrow while waiting for an answer. But an answer never came. Instead, Scootaloo took two steps forward, closed her eyes and planted a kiss right on Rainbow Dash’s lips. Dash stood frozen to the cloud and felt the little filly press her lips against her own. As quickly as the kiss had begun it ended. Scootaloo stepped backwards and stared at Rainbow Dash with teary eyes.

“I’m sorry,” she said while tears rolled down her cheeks. “I shouldn’t have done that. Now you’ll hate me and you’ll never teach me how to fly again!”

Rainbow Dash looked at the filly, stepped forward and wiped off her tears with her hoof.

“And I shouldn’t do this,” whispered Dash and pressed her lips against the filly’s.

Scootaloo’s eyes went wide as Dash’s tongue forced itself into her small mouth, prodding and exploring every inch. She reached her own tongue forward and pressed it against Dash’s. The blue Pegasus wrapped her hooves around the little filly and kissed her even harder. Scootaloo wrapped her own little hooves around Dash and pressed herself against the blue pony, reveling in the numerous feelings assaulting both her mind and body. She wanted this. She had waited for this for so long.

Rainbow Dash’s feelings on the other hand were conflicted. She knew it was a crime to fool around with a foal, but her arousal had grown so strong till the point it started to cloud her judgment. It’s not a crime if nopony knows about it, right?
Rainbow Dash broke the kiss and looked at the little filly in her hooves.

“You know… if you want too we can keep going but I don’t wanna force you,” said Dash and rubbed the back of her head.

“I-it’s okay,” said Scootaloo nervously. “I wanna do it with you too.”

Upon hearing that Rainbow Dash’s arousal skyrocketed and her heart almost skipped a beat. She bent forward, kissing the little filly, while tracing her hoof down towards the throbbing nub. Scootaloo gasped as Dash’s hoof reached its target and began its assault upon her moist sex. The filly bit down on Dash’s shoulder and tightened her grip around her idol as pleasure coursed through her little body. Rainbow Dash held the little filly close to her, even though she didn’t need to, considering Scootaloo’s iron grip around her chest, and let the scent of the filly’s sex fill her lungs. She continued to rub her hoof, press and nudge, swipe and prod, at the wet slit.

Scootaloo felt as if she was in heaven. The pleasure and extreme sensations were indescribable. She jerked her hips, humping Dash’s hoof, while moaning and gasping into her lover’s fur.

“Dash… I’m about t-“ Her voice was cut short as another wave of pleasure erupted from her nub.

Dash grinned, released her hold on the filly and lowered her head. The smell of Scootaloo’s juices was almost unbearable. Dash had been with a couple of mares before but none of them had a scent as strong as the little filly before her. It made her own sex drip in anticipation. Unable to hold back any longer, Dash dove right in and forced her tongue into the little filly, spreading the slimy folds.

“Unh! It feels… so good!” yelled Scootaloo and jerked her hips against the blue Pegasus muzzle.

Dash continued to lick and thrust her tongue into the squirming filly which rewarded her with more and more of the sweet juices. Suddenly, Scootaloo pressed her hooves down onto Dash’s head while jerking her hips, forcing the blue pony’s tongue even further in, and screamed while the rising climax finally hit her. A flood of juices shot out from her womb, drowning Dash’s mouth in the sweet nectar and squirted out over the blue pony’s face. When her orgasm subsided she released her hooves from Rainbow Dash’s head and fell backwards onto the cloud, panting heavily and lost in a complete bliss.

“Gosh, I guess ‘Squirt’ is an appropriate nickname for you after all,” said Dash as she wiped her face. “But we ain’t done yet!”

Rainbow Dash lifted up Scootaloo before lying down on her back and placing the little filly on top of herself. She arched her hips so their wet slits were but a couple of inches from each other.

“Go on, squirt,” said Dash and grinned. “Let’s see what you got!”

Scootaloo gulped, put her hooves on her idol’s chest and slowly lowered her throbbing and pulsing little nub towards Dash’s own fleshy stump. With a jerk of her hips the filly’s slit pressed against Dash’s and they both cried out in bliss. Scootaloo thrusted forward, harder and faster, until she rocked back and forth in a steady pace. She pressed her sweaty body against Rainbow Dash’s and moaned as their fluids mixed and plashed between their slits. Scootaloo’s juices had completely drenched them both as she ground her hips against Dash.

Dash wrapped her hooves around the filly’s hips and jerked upwards, ramming her mound against Scootaloo. Her perky nub prodded the filly’s and she thrusted even harder in order to increase the sensation. She gritted her teeth and screamed out in pleasure.

“Come on! Faster squirt!” screamed Dash and arched her back. “Go as fast as you can!”

Urged by Rainbow Dash’s words, Scootaloo thrusted even faster and harder, making their juices squirt out from their sexes and land on Dash’s chest. A loud squelching sound could be heard as their slits practically slammed against one another.

“Faster!” screamed Dash, lost in a white bliss.

“I can’t go any faster!” panted the filly while rocking her hips back and forth.

Dash rose up, pushed the filly to the cloud and slammed her sex against Scootaloo once again. Rainbow Dash, being both bigger and more experienced, managed to quickly exceed Scootaloo’s pace and was soon thrusting ferociously against the filly. Her hips slammed against the little filly so hard that she had to hold her down; least Scootaloo would be pushed over the cloud’s edge. Their throbbing nubs squirmed against one another, adding to the intense pleasure. Dash lowered herself, lying on top of the filly, letting her breasts and sweaty body press against the filly while continuing to buck her hips in a relentless assault.

“Aww yeah! I’m soon there!”

Dash picked up the pace and force of her thrusts and clenched tightly against the filly, spreading her wings in the air.
Scootaloo felt her orgasm rush against her as Dash slammed their slits together and she jerked upwards, squirting out juices as their mounds met again and again. Feeling the orgasm hit her, Scootaloo arched her back, screaming as she came. Her juices squirted and splashed all around them as Dash continued to hump the little filly.

“Almost there!” panted Dash heavily and thrusted even faster when she felt Scootaloo squirt against her sex. “Almost! Almost! Gah!!!”

Dash rocked her hips a final time and let out a piercing scream as the biggest orgasm she ever had hit her with full force. Her body convulsed on top of Scootaloo, grinding her hips against the filly, before finally collapsing in a sweaty heap on the cloud.

“That was… totally awesome,” panted Dash under strained gasps.

“It was amazing,” purred Scootaloo and cuddled against Rainbow Dash, striking her head against the mare’s cheek before closing her eyes.

Dash knew what she had done was wrong, she knew this moment wouldn’t last forever, but right now, as they were lying here, holding one another in their hooves, they were happy and free from all troubling thoughts.

“I love you, Dashie,” whispered Scootaloo in her sleep.

“Love ya too, squirt,” said Rainbow Dash, kissing the little filly’s forehead, before joining her in a blissful sleep.

On the other side of Ponyville, a little farm filly and her cousin prepared to meet their friend at their clubhouse, not knowing what dark powers they would set in motion.

Author's Note

So let's see... Masturbation? Check! Mindfuck-Rape? Check! Sweet snuggle sex? Check!

I wonder what will happen to Sweetie Belle in that clubhouse. *Evil grin*