Unexpected Surprises

by TittySparkles

Rating: mature
Tags: My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Sex, Lightning Dust
Length: 10231

After preening Dash's wings, Lightning Dust discovers an interesting fact about her partner. She proceeds to help her friend unwind with a little sex.

After the tornado incident with Dash's friends, Lightning Dust almost got herself kicked out of the Wonderbolt academy and nearly lost her dream of being a top flier. Thanks to Rainbow Dash sticking up for her, Lightning Dust was given a second chance at glory. Because of that help, Lightning Dust started to develop a more special bond with her friend. After a wing preening session, Lightning Dust discovers more to her friend then she originally thought with the discovery that Rainbow Dash isn't entirely female. Of course good wing ponies make sure their lead pony comrades are well taken care of, and seeing her friend in need of help, Lightning Dust tends to Rainbow's needs in ways Rainbow herself thought she would never get treated.

Contains Futa Dash

Editor/pre-reading team: Shadowflash, Eldorado, Skeeter the Lurker, Pearple Prose, SolidFire, and Mikemeiers

Published 2013-11-18 21:50:03 UTC
Last updated 2013-11-18 21:50:03 UTC

Chapter 1

“Last lap before we take a rest!” Rainbow Dash shouted to the pony behind her as she zipped through a ring cloud, veering to the left.

The pony behind her said nothing, her eyes staring at the silver pin attached to her flight suit. The mare’s head throbbed and her eyes hung heavy and, though her mind was tired and distracted, she still listened to the mare in front of her. She had to, considering that Dash was the one that pleaded with their commander Spitfire in order to stay in the academy in the first place.

“Yeah sure, but pick it up a bit, I’m falling asleep back here!” Lightning Dust shouted back as she forced a smile on her face and flew to Dash’s side.

Dash smirked and sped up quite a bit, quickly putting herself several feet in front of Lightning Dust. Lightning Dust blinked several times before she smiled back and sped up to Dash and they quickly finished the lap before hovering to the ground and resting.

“Not bad, Dust,” Dash said cheerfully as she sat on her haunches and closed her fatigued wings. “Glad to see even being up super early doesn’t affect your flying.”

“You kidding me? I could have flown those laps while I was asleep,” Lightning Dust gloated back as she put a hoof to her chest and smirked. “Of course, it’s kinda hard to close your eyes when you got a certain lead pony’s ass only a few feet in front of you.”

At that comment Dash blushed slightly and moved her tail between her legs. Though she put on a smile, Dash was worried about a very special thing, considering she wasn’t wearing a flight suit at all.

“Heheh, maybe I should let you lead next time,” Dash said quietly as she bit her lower lip.

“I’m not a lead pony anymore, so no,” Lightning Dust replied, her words sounding more annoyed than she intended. “But I shouldn’t complain considering you saved my sorry ass from being canned from the academy.”

“Well I certainly didn’t want to lose my partner and have to train by myself,” Dash quickly replied as the blush left her face and her tail relaxed. “Besides, I helped whip up that tornado, so we were both at fault.”

“True, but that’s in the past and I’m just happy I have a second shot at being a Wonderbolt again,” Lightning Dust replied as she opened her wings and got ready to jump into the air.

Lightning Dust was ready to take to the air again, but as she got ready to fly, her eyes locked onto the wings of her partner. A frown fell across her face as she noticed that there were broken and ruffled up feathers.

“Hey, not to change the subject or anything, but did you preen before you woke me up?” Lightning Dust asked as she opened her wings and noticed she would need a preening as well.

“Uhh, no. I usually preen in the shower, are they that bad?” Dash replied casually as she looked at her wings and quickly noticed that they were not very well taken care of.

“Yeah, Spitfire will chew you out if she saw your wings like this,” Lightning Dust replied with a soft chuckle before she trotted closer to her partner. “Tell you what: I’ll preen your wings for you.”

Dash turned red and her eyes went wide at the mention of having her wings touched by another pony. Most of the time, Dash would preen them herself, considering she was a mare that usually got aroused from the slightest touch. Snapping back her wings, she blushed harder before she chuckled to herself and rubbed her mane.

“N-nah it’s cool, I usually preen myself you know,” Dash stammered out as she lowered her body to the ground. “Not really comfortable with other ponies touching my wings.”

“Really?” Lightning Dust looked on with a puzzled look on her face as she looked to the parts of Dash’s wings that couldn’t be reached on her own. “Didn’t your parents preen for you when you were a filly? Besides, the feathers you can’t reach are in a real need of being preened.”

“Yeah they did, but I’m just not comfortable with others touching them,” Dash replied as she held her wings tightly at her side, not wanting to budge them at all.

“Why is that? Despite my attitude, I’m actually very gentle when it comes to preening, so if that’s what on your mind, then don’t worry,” Lightning Dust said as she got closer and sat down beside Rainbow.

“It’s not you, Dust, it’s… me,” Dash replied as she shuffled away from Lightning Dust.

“Ooh don’t be a baby. Besides, you don’t preen them in the shower properly anyway, so I’m preening them whether you like it or not.” Lightning Dust huffed at her as she reached out and rested her hoof under Dash’s wings before attempting to open it.

“H-hey!” Dash snapped at her as she pulled her wing back to her side. “Personal space mean anything to you!?”

Lightning Dust let out a sigh before she gave Dash a look of concern.

“Look, before the whole tornado thing, Spitfire usually pulled me off to the side after a drill and wanted me to make sure that your wings got preened properly,” Lightning Dust said calmly as she tilted her head up to remember the occasional talks with Spitfire. “I blew her off because I thought she was seeing things, but looking closer at your wings, you really need someone to tend to them properly. Besides, I’m on the chopping block, and I really need to stay on her good side for the next few months.”

Dash said nothing as she looked to her side.

“Don’t worry, I’ll be quick if it is that big a deal for you,” Lightning Dust said as she reached out again and brushed her hoof under the wing.

Dash looked back, a look of uncertainty resting on her face. It wasn’t that she wasn’t afraid to be close to other ponies, it was just she always got aroused when her wings were touched. Though it wasn’t a problem for mares to be aroused when they flew around, it was a special case for Dash. Taking a deep breath, Dash sighed and thought deeply on what to do. As the silence played out, Lightning Dust started to grow more and more curious to why Dash was being rather touchy about her wings, considering both of them always flew around together and even nudged each other playfully from time to time. After a few long seconds of silence, Lightning Dust was ready to speak up, but Rainbow broke the silence.

“Fine, you can preen them,” she said as she cautiously opened her wing up.

“Good. Now relax for me,” Lightning Dust replied, happy to see Dash wasn’t going to act difficult for her anymore.

Dash did as she was told and released a deep sigh before resting her head against the ground and closing her eyes. Hugging her tail close to her rear, Dash’s mind swirled with uncertainty and hoped Lightning Dust would be quick. As Lightning Dust ran her hoof over the wing, Dash’s lower lip trembled at the feeling of her rather soft touch. Neither of them said anything as Lightning Dust inspected the wings, seeing which feathers were broken and if anything was caught in between them.

“Hmph, on closer inspection, your wings look like they haven’t been preened properly for a long time,” Lightning Dust scoffed. “Do you even use soap in the shower?”

“Y-yeah of course!” Dash stammered, lying between her teeth. Washing her wings in the showers was hard for her to do when other females were about. Thanks to her special condition, she was always worried that one of them would see what was wrong with her and freak out. Instead, Dash would sit on her haunches and let the water beat against her wings and wash them.

“Bullshit, I see broken feathers that I noticed a few days ago on here,” Lightning Dust said as she leaned forward and plucked out a dirty, broken feather. “Yeah, this happened when you sideswiped that log. No wonder Spitfire was worried you weren’t preening.”

As Lightning Dust spoke, the hot breath from her mouth beat softly against Dash’s wings, causing the cyan mare to tremble and bite harder on her lip. That was what she was afraid of. She hoped Lightning Dust would quickly comb over her wings and be done with it, but she knew she was about to spend the next ten minutes getting preened and subsequently aroused from the touching. A small sting snapped her mind back and she heard Lightning Dust spit out a few feathers she plucked.

“Jeez, even the skin is dirty as well,” Lightning Dust said. “We’re going to be here for a bit, Dash. I’m not letting you fly around looking like this anymore.”

Lightning Dust wet her lips and pressed her tongue against a piece of lint stuck between two feathers. Feeling the wet, velvety tongue touch her, Dash did her best not to moan and squirm from the touch.

“I can tell you’re trying not to whine and moan, girl,” Lightning Dust said to Dash, her eyes staying focused on the wings she was preening. “You have sensitive wings, considering they won’t stop fidgeting when I touch them.”

“I-I’m sorry, I just don’t have many ponies preen them for me, so it’s kinda hard to get used to your way of doing it,” Dash replied, her voice almost sounding like it was going to crack under the pressure.

It tickled when Lightning Dust plucked a feather before running her tongue on the spot, making sure no blood would come from the wound. Lightning Dust quickly worked on Dash’s wings and Dash herself did her best to stay unaroused by the situation.

Sadly for Dash, her feat proved impossible as she slowly got more. She could feel that thing she hated about herself, starting to grow and press against the grass underneath her, Occasionally she would shift her body, earning her a small annoyed groan from Lightning Dust in the process. Lightning Dust found it rather difficult to pluck broken feathers when Dash moved too much and it would result in a good feather getting pulled out. After a few long, hard minutes of work, Lightning Dust finished both of Dash’s wings.

“There! Your wings are preened,” Lightning Dust said as she pulled her mouth away from Dash’s wing and spat out the last broken feather. “Come on, let’s go grab a shower.”

“Uhh,” Dash stared up at her partner, red faced and panting loudly. “I just… need a few minutes before I move.”

“What’s wrong with you?” Lightning Dust asked as she looked over her friend’s body and noticed that her tail was hugging very tightly to her rear. “Don’t tell me you’re one of those mares that gets super horny after a preening.”

“No! Well, yeah I am. I just… it’s complicated, Dust. Just let me calm down a bit,” Dash replied as she moved her back legs closer to her body.

“You know it’s not that hard to fly around when you’re horny, right? Heck, if you start flying now, you’ll actually get it off your mind quicker. Besides, breakfast is in twenty minutes and I want first dibs,” Lightning Dust replied as she trotted to Dash’s side and started to nudge her ribs.

“Hey! Don’t nudge me!” Dash snapped at her partner as she was caught off guard and nearly moved over enough for ‘it’ to slip out.

“Eh, stop being a scared filly. I’ll fly in front of you if it’s that big a deal,” Lightning Dust said back, nudging harder into her body.

“Dust please!” Dash whined as she could feel it brushing against her stomach, making her more aroused than she wanted. “I just… can’t.”

“Oh for the love of Celestia,” Lightning Dust was starting to get more annoyed with her partner’s odd attitude and pulled her body back from her before bracing it. “You can clop yourself in the shower if we leave now, so let’s go!”

Lightning Dust burst forward and shoved her entire body against Dash. As grounded as the cyan mare was, Dash’s body gave out and she rolled onto her side. As her underside was exposed to the air, she turned even more red and quickly tried to move her hooves down to cover herself. Sadly it was too late, considering Lightning Dust’s hoof brush against the surprise she was concealing. Turning her head to see what long and wet thing touched her, Lightning Dust stopped and stared with wide eyes at the hardened erection in front of her.

“Is… that… ?” The words left her mouth slowly, the words barely able to form in her mind at what she saw. Before Dash could even say a word, Lightning Dust quickly pulled herself away, yet was unable to look away from the sight.

“Okay, what the hell, Dash!?” Lightning Dust snapped at her partner, very, very confused to why she had a fully functioning penis between her legs. “You… you’re a stallion?”

“It’s complicated!” Dash cried as she grabbed her tail and pulled it over her body, doing her best to hide it. “Look, I was born with it, okay!?”

Lightning Dust looked away from the erection and stared into the face of her panicked friend. She could see Dash was clearly upset about the fact that her… big secret had been found out.

“You were born with a dick? But… you have such a feminine figure and voice, I never thought that you were a – what’s the term again – shemale? Wait, how the hell did you keep this a secret from the academy teachers?” Lightning Dust said to Dash as her eyes shifted quickly between Dash’s face and the penis.

Dash turned away, her mouth trembling as she knew her friend was only half right. She swallowed her nerves before she let go of her tail and rested it against the ground.

“The term is… hermaphrodite, actually,” Dash said quietly. “I have a penis along with a vagina.”

Lightning Dust went quiet and she turned her head enough to notice a pink slit right underneath Dash’s shaft.

“It’s easy to hide it when I wear the flight suit and no one asks me any personal questions since I look and sound like a mare. Should have kept saying no to you touching me.” Dash rolled back onto her stomach and felt her body tense up as her erection got sandwiched between her gut and the ground.

Though it wasn’t visible, Lighting Dust’s eyes were still locked on the sight of Dash’s penis. Realizing she was staring at her friend’s body, she looked away and felt her face flush with embarrassment. Lightning wasn’t sure what to say anymore. Sure, she was into stallions and didn’t mind a piece of pussy from time to time, yet she couldn’t drop the mental image of seeing both bits on one pony. It was a fascinating thing to think about, but she shook her head at the perverted thoughts starting to surface in her mind. Looking back at Dash, Lightning Dust saw her friend staring down at the ground with a sullen look on her face. Wanting to break the tension both were in, Lightning Dust spoke up.

“Well uhh,” Lightning Dust said, her face turning red at the thought. “Have… you ever used it on a mare before?”

“What?” Dash said as she looked somewhat surprised by the question.

“N-nevermind. W-which hole do you pee from?” Lightning Dust asked as she corrected herself, but found it was no use.

“What!?” Dash replied, getting a bit annoyed by the penis related questions.

“You know. Which end does it come out of?” Lightning Dust replied, trying to make the question sound less awkward.

“Why? So you can laugh at me?” Dash huffed as she rested her head against the ground and tried her best to calm herself down.

“Wait, why would I laugh at you?” Lightning Dust asked back, unsure of why Dash seemed even more depressed than she already was.

“What do you think? I’m a freak. Go ahead and laugh about it, considering everyone else has.”

“I ain’t going to laugh at you – heck, just because you were born different doesn’t mean I’m going to poke fun at you,” Lightning Dust answered back. “Besides I… actually find it kinda… hot.” She felt her face starting to flush again and on instinct her tail swished about, fanning the arousal she was getting.

Dash continued to look at her partner, not sure if she was sincere or just leading her on. As unsure as she was, seeing the awkward smile on Lightning Dust’s face made her feel more easy.

“You find this thing hot?” Dash said as she adjusted her body and pointed at her concealed erection. “It’s just more annoying than anything else, actually. I hate getting hard when I get preened or teased, especially when a stallion does it and sees… this.”

Feeling the ground starting to irritate her penis, Dash took a deep breath and stood on all fours. Once again, Lightning Dust’s eyes latched onto the decently sized erection, causing her to swallow back a lump in her throat.

“Way I see it, it’s the best of both worlds and it’s good for those ponies that ride both sides of the fence. Sure, it’s different, but certain ponies dig different,” Lightning Dust told her as she started to feel herself calming down enough for complete sentences.

“Heh, and I bet you’re one of those ponies that likes different things?” Dash said sarcastically.

“Of course! I would ride you until… wait, I uh…” The words left her mouth quicker than Lightning Dust could catch them and she instantly covered her mouth.

Dash’s jaw nearly dropped and Lightning Dust’s eyes nearly bulged out of her sockets. Both were surprised by her comment and neither were sure on what to say.

“Uhh, what did you just say?” Dash said quietly after a few long seconds, wondering if she heard her partner wrong.

“Nothing!” Lightning Dust squeaked out as her head shook and her hoof stayed over her mouth. “I said nothing!”

“You just said you would ride me,” Dash said softly as she pushed herself right into Lightning’s face. “Either you’re being a huge jerk and leading me on, or you seriously are interested in me.”

Despite her words, Dash’s looked forward, concentrating her eyes on the other mare. Her nose went right up to Lightning Dust’s with enough force that Lightning had to straighten her back up. Lightning Dust couldn’t see anything other than the bright magenta eyes glaring at her, waiting for a response that would either make or break their friendship. Trying her best to remain calm, Lightning Dust swallowed back another lump in her throat and felt a bead of sweat roll down her forehead before stopping on her crooked jaw.

“W-well what if I am!?” Lightning Dust finally spoke up after the long and heavy silence. “I mean, it’s kinda hard to think straight when you have…” Lightning Dust’s voice trailed off as she pulled away and her eyes looked between Dash’s legs.

“Hey! Stop acting like a filly in heat,” Dash snapped at her as she put her hoof to Lightning’s chin and pushed it up. “Besides, it’s academy rules for teammates to not fuck around with each other. Even if you were really interested, we couldn’t.”

“Well what do you plan to do about your problem? Clop yourself?” Lightning Dust asked with a smirk as her mind started to form a plan. “Besides, we’re friends, Dash. You have a rather interesting problem and I’m being the generous mare and wanting to help you out!”

Though it was against the rules for procreation on academy grounds, several weeks of nonsexual touching was brutal on everyone. While Lightning Dust knew she was on thin ice with Spitfire, she wasn’t going to pass up the opportunity with Dash. Dash was her team mate, her friend – and at the current point – her fetish. The academy clearly stated that if your lead pony needs a hoof with anything, then the wingpony is obligated to offer assistance. For Lightning Dust, she saw it as breaking a rule to follow one.

“You’re seriously attracted to this thing?” Dash replied, still sure Lightning Dust was pulling her leg, before she looked between her legs at the still hard erection. “Dust, I’m a mare with a dick. Ponies who find this out usually don’t get so eager to play with it so quickly.”

“Hey! You got a problem with me wanting to help?” Lightning Dust replied as she raised her voice and pressed forward, causing Dash to sit up straight. “You need relief and I need to unwind. I haven’t showed it, but I’ve been stressed since the whole ordeal took place.”

“But I’m a mare with a—”

Lightning Dust stopped her friend from speaking by bringing her hoof up to her jaw and pressing against it.

“I know what you are and I don’t care. Like I said, you’re a friend who needs a hoof and I’m a mare that really needs a good hard rutting.”

“But the rules state—”

“Will you stop worrying please?. Besides, I don’t plan to tell anyone about this if you don’t.”

Dash hushed up as Lightning Dust moved her hoof away. What her friend said made her feel a bit better, but Dash was still very unsure of everything.

“So, are you going to stare at the ground much longer, or are we going to do it?” Lightning Dust asked, growing impatient as she swished her tail about with eager anticipation.

“You seriously don’t care that I’m a… freak?” Dash asked one last time.

“Oh for the love of Celestia,” Lightning Dust huffed before she reached forward and pushed Dash upward and down on the ground.

“Ow! Hey, what was that for!?” Dash snapped at her as her head hit the soft, wet grass behind her.

Dash clenched her eyes for a second before she opened them ready to snarl at her friend. As her eyes came open,she paused as she saw Lightning Dust sit back down on the ground. Before Dash said anything to her, Lightning Dust grabbed Dash’s erection and for a few quick seconds, Lightning Dust stroked it before she brought her mouth to the tip and gave it a quick lick. Dash let out a loud gasp and her wings flared open instantly. Most of her thoughts quickly shifted to leaving that spot and running away, but even if Dash wanted to, her whole body locked up. Unable to move or even speak, Dash’s lips trembled wildly and she had no choice but to sit there. Though Lightning Dust was eager for pony cock, Dash was still surprised at how forward she was about it.

“I’m kissing your dick, Dash,” Lightning Dust replied with a smirk and another lick. “I think you should know by this point I don’t care about trivial things.”

Dash’s whole body froze up for another brief second before she looked up and scanned the area with a very worried expression on her face. She knew if anyone was coming out of the barracks then she and Lightning Dust would get in serious trouble.

“D-Dust, what are you… w-what if someone sees us!?” Dash stammered as Lightning Dust gave the tip another playful lick.

“That’s true I guess,” Lightning Dust replied as she looked up and quickly noticed a few nearby bushes that would hide their bodies from the windows. “I’ll make short work of you over near that bush.”

Dash turned her head to where Lightning Dust was pointing and stared, too nervous to move.

“Still, what if someone comes out and flies in the air and looks down? This is a really bad idea, you know.”

“Then I’ll get you off before that happens. Besides, you have no choice but to relieve yourself outside. I highly doubt walking around the hallway with a raging erection is going to go unnoticed by anyone,” Lightning Dust replied as she got up and ran for the shrubs.

Dash wasn’t sure what to do. She knew Lightning was right about heading back inside, but the fear of being caught outside and during the act scared her more. Turning her head to the rising sun, she knew ponies would be prowling the halls and going in undetected would be impossible. With a deep sigh, Dash turned back to Lightning walking away but almost choked when she saw the temptress of a mare standing in one spot with her tail raised, giving Dash a full view of her behind.

“You coming? The longer you take, the more of a chance you’ll get caught, you know,” Lightning Dust said quietly as she swayed her rear, causing Dash’s head to move side to side slightly.

The thoughts swirled around inside Dash’s head for a few more seconds until she accepted the situation. The paranoid thoughts of being caught would forever linger in her mind but she knew Lightning was right about taking too long. As much as she would rather clop herself, she knew Lightning Dust was going to have it her way.

“Yeah, I’m coming,” Dash finally spoke up as she started to walk rather awkwardly towards her friend.

“Nice! Ahh, you don’t know how happy you just made me, Dash. I’ll be quick, but I promise this is something you’ll never forget,” Lightning Dust replied, doing her best to not sound overly excited for what was about to happen.

Once both were hidden behind the bushes and sitting on the ground, Dash looked around awkwardly, almost like she had no idea on what to do.

“By the way, is this your first time?” Lightning Dust asked, unsure of why Dash wasn’t making any sexual advances on her.

“S-second actually, but it’s just hard to think right when I’m worried,” Dash stammered out as she got up and sat beside Lightning Dust. “So, how we going to do this?”

“Simple!” Lightning Dust said as she pushed Dash to the ground and stared at the erection she craved. “I’ll suck you off and, just so I can enjoy myself, I’ll give you the best ride of your life. With my head above the bushes, I can keep a lookout at the same time.”

Dash blushed and fidgeted her legs slightly. The fear was still present, but she found herself starting to grow more excited for the sex to come. True to her words, it was her second time having sex, but thankfully she would remember the act rather than waking up next to a close friend and being told they fucked the previous night.

“That sounds good. So uhh, you ready to start?”

“I’m always ready for fun,” Lightning Dust replied as she sat down and ran her hoof along Dash’s shaft. “Are you ready to moan like a filly?”

Dash’s penis twitched from the touch and she blushed at the idea, enjoying it more than she should. Wanting to humor Lightning Dust, Dash nodded her head and steadied her breathing.

About damn time I get to enjoy a cock on this Celestia forsaken rock! Lightning Dust leaned forward and let her eyes travel over the length of the dark blue penis in front of her. She was happy and rather giddy with how big it was and her mind wandered aimlessly on the many possible ways to enjoy it. Blowjob, anal, rutting, riding… the options were limitless. Before they could do that, though, Dash’s cock needed to be wet, and Lightning had to be even more aroused than she was. Giving her hoof a lick, she rested it between her legs and started to rub against herself while her other hoof slowly stroked Dash’s erection. While she stroked, she watched Dash’s expression scrunch as her eyes surveyed the bushes around her, hoping that they would provide enough cover for them. Occasionally Lightning Dust would look as well, but most of her attention was focused on Dash.

“No one will catch us,” Lightning Dust said to Dash, hoping to get her friend to relax more. “Though the idea of being caught in the act is actually hot to think of, I’ll get you off quickly enough.”

Dash said nothing and simply took a deep breath to calm down. She almost choked on the air as she felt Lightning Dust press her warm lips down near her vagina before traveling upward. The way she moved her lips and flicked her tongue against Dash’s flesh, Dash almost melted from the touching alone. It was an alien experience for her, but she was happy that she gave in and decided to let Lightning Dust tend to her. She watched Lightning Dust at the bottom of her vision, steadily planting small reverent kisses on her shaft while her hoof ran up and down it, making sure it stayed hard. She traveled down the shaft, kissing endlessly, until she came to the spot where the penis ended and started to switch into a vagina. She nuzzled the spot between while taking in the scent of her friend.

Though Dash wasn’t the best at cleaning her own wings, she did take really good care of the rest of her body. Her penis and vagina were no exception either. Even with the morning laps done and a bit of sweat clinging to Dash’s body, she could catch the hint of soap on her privates and was very happy that she didn’t have to deal with unwanted smells.

“Can’t preen worth shit, but you know how to keep the rest of yourself clean,” Lightning Dust said as she gave Dash’s pussy a long and tender lick up her slit before pasting her mouth on her shaft and traveling back up.

A soft ‘mhm’ left Dash’s throat and she quickly brought up one of her hooves and bit the tip, doing her best to snuff it out. Lightning Dust smiled at her; even with the cock in front of her, she still managed to see the girly look of pleasure on Dash’s face. She kept her eyes on Dash, her mouth moving slowly and steadily, her tongue brushing and occasionally swirling around the tip, looking to get a rise out of her. She loved making Dash bite her hoof and enjoyed the feeling of the penis twitching in her grasp. Lightning was enjoying herself and it showed down below while her own hoof tended to her pussy.

It moved quickly, running circles as the corner of her hoof dug into her slit without really going in. She wanted to stick more of her hoof in, wanting to enjoy herself that much more, but the idea of having Dash’s cock getting stuffed inside made Lightning Dust wait. Of course, she didn’t want to wait long, and so she decided to up her game from petty licks and kisses to full blown sucking.

Pulling away for a second, Lightning Dust pressed her nose into the tip of Dash’s erection, giving it small boops of playfulness before she opened her mouth and placed the tip of it inside. She moved her hoof down, letting it rub against Dash’s pussy area and giving her mouth full access to see just how much of it she could take in her throat. Lightning Dust knew she could take nearly all of it in, but she wanted to see if Dash would make the effort and help guide her head down with a hoof. Lightning swiveled her head around the tip, twisting it left and right while her tongue danced around the edges with passion.

“D-damn, that feels good,” Dash moaned as she moved her hoof down and rested it against her gut.

Lightning Dust stared at the hoof and remembered Dash wasn’t very experienced in the art of sex. Reaching for it, Lightning Dust lifted it up and rested it against the brim of her goggles she had resting just above her forehead. Dash watched, unsure of what she was doing, but a quick flashback to a few pornos she watched back at her place signaled to Dash that Lightning wanted attention and guidance. Dash smiled and rubbed her friend’s mane while she slowly put pressure on it. Happy to know she didn’t have to speak to her and relay instructions, Lightning Dust slowly moved her throat down, letting inch by inch gradually move inside. Both girls moaned softly, Dash from the pleasure and Lightning Dust in an effort to relax herself. Part of the way down, Lightning Dust would stop briefly, sucking hard on the penis, almost like it was an oversized straw, trying to draw the tasty fluid from inside. Every brief suckling made Dash wince from the sharp jump in pleasure, but it only made her want to make Lightning Dust move her throat faster. Moving her second hoof up, Dash massaged her friend’s head gently while doing her best to provoke more pleasure from her.

Lightning Dust moved her head up a bit, before she took a quick breath and plunged herself down on Dash’s erection. The sensation was quick and almost caught Dash off guard as she felt her friend take just over half of the erection inside of her. Lightning Dust pulled back again and repeated the motion, gradually taking more and more of it inside each time. Quickly and surely, she broke into a bobbing motion as she found the comfort for her throat and closed her eyes to enjoy the savory taste of little bits of precum that were leaking from the tip.

“Oh my gosh,” Dash moaned, a mix of excitement and pleasure.

Dash rested her head against the ground and stared up at the endless sky. She didn’t have much time to stare up as she felt the edge of a hoof dig into her pussy. Moving her head up, she smiled at the sight of the pony sucking with lots of gusto. Dash moved her head back down and chuckled to herself, happy to know that there were ponies that didn’t see her as a freak and actually had enough interest to try her out. Thinking about that, Dash wondered why Lightning Dust seemed so eager to help her out. Sure, she was her friend, and sure, being sexually dry for a few weeks was taking its toll on them, but there was something else to Lightning Dust’s actions that made Dash think. She would ask at some point, but not until she and Lightning Dust were finished.

A jolt of pleasure greeted Dash and she felt an orgasm building up rather quickly. In a way, Lightning Dust could sense it too and though she was a bit upset that she hadn't ridden Dash, she would make sure that her friend would get her off whether she liked it or not. Pushing harder and faster, Lightnings eyes shot open as she deepthroated so deeply her nose was nearly bouncing off the base of the dick. She did her best to accommodate the sudden bucking of Dashs hips and, though she wasn't planning to swallow a load, Dashs hooves clutched Lightning Dusts mane firmly, making sure her mouth stayed on her erection.

I usually don`t swallow, but you better get me off after. Eventually, Dash let out a moan and Lightning felt the first surge enter her mouth. Lightning Dust kept moving her throat, spastically sucking on Dash’s dick as she came. As the first burst hit her throat, Lightning almost pulled her head back to cough but not wanting to appear weak to Dash, she coughed on her dick to clear her throat and swallowed the slimy jizz as best as she could.

The second burst came but thankfully not as hard, making it easier for Lightning to swallow and as the force behind each one dwindled, Lightning Dust pulled away, letting the last remnants dribble from Dash’s dick and fall to the ground below. At the corner of her eyes, Lightning smiled as her friends erection twitched, trying its hardest to empty itself completely.

“Damn, that was fast,” Lightning Dust said as she spit out whatever didn’t travel down her throat. “I didn’t even get to go for a ride yet,”

“S-sorry,” Dash replied as her orgasm ended and her body went limp. “I-I guess I was more eager to get off in fear of being caught.”

Lightning Dust was ready to reply to her comment, but as she looked back at her friend, she noticed Dash’s erection was still hard, though it was starting to go flaccid and limp off to the side.

“It’s alright, least you still got more in your tank,” Lightning Dust said with a smile as she spit out the last remnants in her mouth and ignored the gurgling sounds coming from her stomach. “Don’t relax yet, Dash, I’m still needing to get off.”

“What are you…” Dash started to say as she started to pull her body up, but she was quickly stopped as Lightning Dust pushed her hoof into Dash’s forehead and pushed her back down.

“Stay down, will ya?” Lightning Dust asked as she crawled over her friends spent body and did her best to line the still hard erection up with her own wetness. “Gotta do this while you’re still hard for me.”

Dash blinked at her friend’s words but as she watched her move, Dash closed her eyes and a soft sigh left her mouth as Lightning moved her ass cheeks over Dash’s sensitive groin.

“Not quite hard enough to enter, so I’ll have to tease you a bit,” Lightning Dust told Dash as she slowly grinded her hips and ran her slit across the cum-soaked erection.

Steadying her hips and bracing her hindlegs, Dash readied herself as she watched Lightning Dust’s body move upward and rest, her tight entrance on the tip of Dash’s penis.

“Don’t get off before me, alright? I swear if you cum before me, you’re going to have a very disappointed mare on your hooves,” Lightning Dust warned.

“Y-yes, ma’am,” Dash stammered out, feeling like a filly being scolded for her actions.

“Good,” Lightning Dust said as she flared opened her wings and moved her hooves to Dash’s erection to make sure it stayed on target. Though she kept the cock in place, her legs fidgeted with excitement as she lowered herself down very slowly. Both mares moaned, Lightning Dust being much louder as she felt her walls part and the trembling penis entering nice and slowly.

“Holy shit,” Lightning Dust cursed under her breath.

“Wow, you’re tighter than I thought you would be,” Dash replied, a bit shocked.

Another inch went in and Dash bucked her hips up slightly in return, causing more to enter. Both trembled with excitement and Lightning decided to push as hard as she could downward. One fell swoop and the only sound to greet their ears was the sound of Lightning’s wet cunt slamming against the base.

“I blame the lack of sex,” Lightning Dust said as she winced from the pain. “Plus I work out so much so that’s why.”

Dash only moaned in response and grinded her hips to let her cock move around inside of Lightning Dust. Lightning was warm, wet, and tight. Her muscular frame only seemed to add to her overall tightness as well. Dash took a deep breath and moved her hooves onto Lightning’s legs and up her sides before giving her friend a pleading look of ‘please start bouncing already.’ However, Lightning was content with staying still, letting its large girth and length settle into her body. She smiled as she felt it twitch inside of her, something she craved to feel for longer than she wanted, but now she had what she desired and with a flap of her wings, Lightning Dust bounced up before falling back down.

Dash moaned gently and closed her eyes for a brief second as she tried to stop a swear from leaving her mouth. She scrunched her lips together and tried to move her hips up in an effort to make her bounce again.

“Settle down, girl. Here, feel this,” Lightning said as she grabbed Dash’s hooves and pressed them against her own chest.

Dash stared, a bit confused by what she meant, but she quickly felt the beat of a frantic heart against her hooves.

“Feel that? I’m getting more excited than I want to be. Let me try and calm down before you get eager, okay?” Lightning Dust said to her as she moved her body to tease the mare under her.

“That… feels rather nice,” Dash said as a red blush appeared on her face and she looked on with innocent eyes at Lightning Dust.

Letting her expression twist into a grin, Lightning Dust gave her wings a flap and bounced on Dash’s lap.

“Don’t get all dreamy eyed okay? Save that until we make a habit of this,” Lightning Dust said as she turned her head and surveyed the area in case anyone was out and about.

Dash wanted to ask what she meant by ‘making a habit of this,’ but as Lightning Dust started to flap her wings harder, Dash went silent.

“Good, still no one out,” Lightning Dust said as she quickly turned her bouncing motions up a notch. “Ready for the ride of your life?”

Lightning Dust flapped her wings hard, letting her quivering pussy go so far off that only the tip of the cock stayed in. There was a brief chill in the air as Dash’s cum soaked erection got hit by a small breeze, but that ended when Lightning Dust slammed herself back down.

“O-oh gosh,” Dash moaned as the warm insides wrapped back around her shaft.

“I’ll take that as a yes,” Lightning Dust said with a chuckle as she only bounced high enough so only half of Dash’s erection left her body and decided that would be her pace.

Closing her wings, Lightning Dust slowly leaned her body forward and positioned both her hooves beside Dash’s head. As she moved, Dash’s slippery erection pushed hard against the warm hole and both mares moaned softly from it. Eventually Lightning Dust hovered her face mere inches over Dash’s. Giving her head a flip, Lightning let her once combed back mane fall forward and dangle aimlessly, barely touching the face of Dash. Rainbow stared at her friend’s face, blushing as she noticed Lightning Dust had a more untamed and radiant look to her. As she looked, Lightning pushed her pussy back down before bringing it up and quickly repeating the motion.

“I… Like this position the most, you know,” Lightning Dust said as she spoke in between thrusts. “I would like it better if you wrapped your hooves around my midsection.”

Dash didn’t need any more instructions and quickly did as Lightning Dust wanted. Pulling Lightning Dust closer to her own body, Dash reached up and wrapped her forelegs around Lightning and they came to a halt as both tips of her hooves met.

“This is missionary right?” Dash asked, hugging her close.

“Yeah. I like it because I can see your face as you get off. I always find it hot watching someone bite their lip and seeing what their face looks like when they do so,” Lightning Dust told her as she lifted her rear up and gave Dash a rather particularly hard thrust.

“Ahh,” Dash moaned, her neck craning slightly and her face blushing red.

“You have a cute face when you enjoy yourself by the way,” Lightning Dust said with a smile as her movements became more jerky, yet still just as satisfying.

Dash’s expression died down and she let Lightning’s words trigger something in her mind. If Lightning was eager to see her face, then Dash wanted to see the tough mare’s face as well. Holding tightly onto her body, Dash pulled Lightning down and forcefully stopped the mare’s movements. Confused to what Dash was doing, Lightning gave her friend a questionable look before she felt Dash thrust herself into her.

“Ah, damn. Not letting me work are you?” Lightning asked, caught off guard by her sudden eagerness.

Lightning Dust didn’t brace her body and Dash gave off another particularly hard thrust. A moan escaped Lightning’s lips and Dash placed her hooves on Lightning Dust’s cutie mark before she broke into a very quick and erratic motion.

“Actually, I want to see what you look like when you enjoy yourself,” Dash said as every well-lubricated thrust slammed into Lightning, make the mare on top quiver and shake in awe.

“Ahh, thrust like that again. I think you hit my perfect spot for getting off,” Lightning Dust said as she clenched her eyes and felt Dash’s erection slide in so well it made her tremble.

“I hit your sweet spot, did I?” Dash said with a grunt as she continued to thrust.

“Fuck! More than you know,” Lightning Dust replied, her words a mix between grunts and girly moans of pleasure.

Dash didn’t take her eyes off her friend. She watched Lightning quiver and do her best to keep her eyes shut from getting fucked perfectly. Dash watched her move her hoof up and bite it, doing her best to dampen her moans. It was futile and Lightning Dust continued to moan loudly regardless. She tried to open her eyes and stare at the smug look on the pony below her, but she couldn’t muster it and instead focused her mind on the tightening feeling in her body.

“Dammit, no, no, no, I-I’m going to cum faster than n-normal,” Lightning Dust stammered out as she shook her head and her legs started to feel like jelly.

Dash only tightened her grip around Lightning Dust, part of her wanting to see her friend’s face when she got off and the other part telling her she was close to her second climax.

Eventually, Lightning Dust’s moans started to grow more erratic and she even pushed her rear down in order to meet Dash’s erection. Her tongue hung out aimlessly and she could only stare forward as she got closer and closer to a much needed orgasm. It didn’t take her long and, eventually, Lightning Dust started to seize up.

“D-dammit! Ah shit, I’m going to c-cum!” was all that Lightning could say before she felt all her pent up sex and frustration get released.

The first wave of release hit her body hard. It was like a torrent of water crashing into a wall before the structure gave out and let everything release. Both mares stopped moving, Dash clenching her teeth as she felt the hot walls tighten around her member. It was almost enough to make her cum, but Dash couldn’t. She wanted to thrust up, but even when she made an effort to, Lightning Dust put her hoof on Dash’s lips and shook her head no, telling her she needed a second. Finally her climax ended, and Lightning breathed deeply as she opened her watery eyes and stared forward.

“Holy shit, I needed that more than I realized,” Lightning Dust said as she pulled herself off the still hard erection and took a few steps back.

The penis left her spent pussy and Dash shivered as a chilly breeze beat against it. Turning away from her friend, Lightning Dust steadied her wobbly legs and tried to relax.

“H-hey, Lightning?” Dash asked for her friend’s attention in a quiet manner.

Turning around, Lightning noticed a look of need on her friend’s face and saw her still hard erection twitching and nearly screaming for the rowdy mare to hop back on it. Though she was tired and wanting to take a quick break, Lightning Dust listened eagerly.

“You have enough energy to get me off?” Dash asked as she continuously stared at the cum soaking her erection. “I’m still kinda…”

“Hard? Maybe, but if you want to get off, it’s your turn to do the work,” Lightning Dust replied as she swished her tail about and got a new idea. “Hey, you up for some anal?”

“W-what?” Dash asked, surprised by the new idea.

“Well, you have stuck it inside of me, so you might as well try each hole out once and see which one you like more,” Lightning Dust replied as she straightened her tail and held it up in the air, letting Dash see the firm ass that waited for her. “But make it quick, we’re running out of time.”

Dash stared for a second, but unlike her previous time, she smiled and pulled herself up rather quickly. The thought of being caught mattered not and, pressing forward, she rose to her hind legs and placed her front hooves on Lightning’s Dust flank. Letting her erection brush against the firm and toned ass cheeks, Dash adjusted her back legs to make sure she was steady and ready.

“Hey, make sure you push it in slow,” Lightning Dust warned, not wanting to take it up her ass too fast. “Push it in bit by bit and then slowly start to rut me.”

“Gotcha!” was all Dash replied with as her magenta eyes stayed locked on the cheeks.

Lightning Dust took a deep breath and waited patiently for Dash to stick it in. She tried to relax herself even as Dash’s hooves massaged her ass and spread her cheeks in order to see her tail hole better. Though it was unnecessary, Dash spat out a glob of spit at Lightning’s hole and rubbed it in, making sure it had that much less resistance. Lightning’s back legs fidgeted from the touch, but still trying to relax herself, she rested her head against the soft grass. Though she gave Dash the idea of anal, the idea of it actually scared her.

When it came to anal, most stallions just stuck it in and rutted it like it was a pussy. Thanks to having one too many experiences in that, Lightning Dust knew that ponies had to go slower in the ass and let her body relax itself. If they stuck it in too quickly, internal damage could happen and that was something that stuck around with a mare for a while. For Lightning Dust it was why she had a tendency to talk lots during sex and since Dash was nervous and unsure of what to do, Lightning Dust had no problem giving her advice and going at the pace she wanted.

As Dash started to stick it in, Lightning’s expression twisted up as she felt her ass stretch open and felt the erection start to slide in. She cringed and grinded her hooves against the ground, but for the most part she was happy Dash was pushing it in slow.

“Damn, it’s much tighter than the other one,” Dash muttered out as she spread Lightning Dust’s ass cheeks wider.

As Dash spread her cheeks, her eyes couldn’t help but noticed exactly how toned and muscular Lightning’s backside really was. She could tell her friend worked out lots and kept her body in really good shape. That made Dash a bit jealous, but she knew she if worked out as much as Lightning did, then stallions would no doubt watch her backside more often. Sadly that was a thing Dash wanted to avoid.

“It’s my ass, dummy. it’s supposed to be tighter,” Lightning Dust pointed out.

Focused fully on putting in it slow, Dash’ back legs weren’t quite steady enough on the grass. It didn’t take much, but one of her legs gave out slightly and she fell forward a bit.

“Fuck! Hey! Don’t rush it!” Lightning Dust snapped as her eyes went as wide as they could go. A sharp pain was given to her and she quickly debated pushing Dash off and just thought about using her hooves to get her off.

“Sorry! I slipped,” Dash replied as she caught herself and stopped moving in order to make sure she didn’t hurt Lightning. “You alright? I-I didn’t mean to hurt you.”

“Just… be careful,” Lightning Dust was ready to lash out at her again, but went against it. Instead, she calmed herself down and waited patiently for Dash to start moving again.

Dash said nothing as she stared down at her erection. About half of it was in, with the medial ring poking at Lightning’s edges, and she started to worry she would hurt her friend a second time. Steadying her legs properly this time, she pushed a bit more of it in. The process was slow, but thanks to the cum soaking it, it ended up being less painful for Lightning Dust. Of course, Lightning herself kept her eyes closed and remained quiet for the most part, until Dash stopped and spoke up.

“Hey, I’m almost all in. I’m going to give it a bit of a push, so get ready.”

Lightning nodded her head feverishly and got herself mentally prepared for it. Seeing her give her a green light, Dash pushed forward.

“F-fuck,” Lightning muttered as she pressed her head hard into the ground and felt the next half of it push in. Her hooves grinded hard against the ground as she felt the ring on the middle of Dash’s length spread her wider. Again she wanted to voice a complaint but instead Lightning bit her lip and attempted to sigh with relief Dash came to a stop. Her ass felt so full and part of her mind started to think about how she was going to feel later on in the day. Feeling that every inch of her was in, Dash leaned forward before she pulled back a bit and slammed it back in, bringing Lightning out of her thoughts.

“Ah, son of a… fuck!” Lightning Dust whined with pain, feeling like her ass was about to rip in half, before Dash let go of her ass and moved them up her sides.

“I’m trying to be gentle,” Dash voiced out, not wanting to get yelled at again.

“I know, truth be told, you’re just as well-endowed as a gifted stallion would be. Hell I should know, considering I’ve had my fair share of them,” Lightning replied before she grinded and clenched her ass around Dash’s dick. “But ignore me unless I scream at you, alright?”

Dash nodded her head and slowly started to pull back before she rocked herself forward. When her body hit Lightning’s, Dash watched her friend’s ass move in tune and gave it a firm smack before her motions became regulated. Thankfully for Lightning, the pain of being stuffed started to disappear and she quickly started to enjoy it. Dash was still slow, it was enough for her to enjoy herself, and though she had already gotten herself off, she secretly hopped Dash would last long enough for her to have a second orgasm.

Dash didn’t thrust much until she wanted to go faster. The orgasm she was denied minutes earlier was starting to peak again. She picked up her pace and tried to focus on rutting Lightning while at the same time peering over the bushes for watchers. Lightning could sense her friend’s actions, and as Dash pulled back on one thrust, Lightning Dust clenched her ass as tightly as she could.

“Ahh! Damn, what did you just do?” Dash stammered out, finding the tight ass, so much more tighter, it almost hurt to move. Thanks to the extra resistance, Dash had no choice but to rut harder while worrying more about hurting Lightning Dust.

Lightning Dust didn’t say anything, but she did lift her chest up enough and push back, doing anything she could to help make Dash’s anal experience a good one. Dash was finding it to be more troublesome with the extra resistance enveloping her shaft and, wanting get a better motion in, she moved her hooves up and rested them on Lightning’s spine. Dash pushed down, causing the mare under her to resume her face down position in the grass. Lightning Dust didn’t mind and was a bit happy Dash was showing a bit of intuitive to get done.

“You enjoying yourself, back there?” Lightning Dust asked, turning her head slightly to see that Dash had her tongue out and she was breathing heavily.

“I’m almost there,” Dash replied as she brought her hoof up and wiped away a bit of sweat without breaking her frantic pacing.

Dash’s short thrusts became deeper, yet just as quick; her mind in bliss at how easy it became to work with Lightning’s ass. With the faster motions, Lightning started to fidget and moan from the pleasure she was being given. Not wanting to moan louder than she wanted to, she bit down on her foreleg and watched her friends body move at the corner of her eyes. She watched with eager anticipation, wondering just how long Dash would last before she enjoyed a second orgasm. The seconds ticked by and, though Lightning was getting aroused enough to have another climax, she heard Dash start to grunt and for a brief second the rainbow maned mare stopped as she felt her climax greet her.

“Ohhh gosh, finally!” Dash moaned as she came and stared back up at the sky before letting her body fall forward and rest on Lightning’s back.

Lightning said nothing, continuously biting her foreleg as she felt leftover semen pour into her ass. She didn’t move and settled for the silence that filled the air. Both mares panted loudly, neither moving at all until Dash let off a groan and started to move herself off. As she moved off, her erection exited Lightning’s ass, causing whatever seed was being held in place to pour out and dribble down her rear. With Dash off her back, Lightning let her body go limp and she crashed to the ground. She turned her head towards her friend and noticed she was on her back, spread out like a starfish as she stared into the air with a smile on her face.

“Wow,” she muttered as she looked towards Lightning Dust. “Did we seriously just bang?”

Lightning chuckled in response, but knew why Dash popped that question. Though the sex was long and rewarding, it seemed to end too quickly. Now a distant memory, Lightning rolled herself over, matching Dash’s position before she rested her front hooves behind her neck.

“Shame it never lasts as long as you think. Of course, since I’ll be preening your wings again, I have a good feeling it won’t be a onetime thing between us.”

Dash got ready to interject, but Lightning quickly spoke up again, cutting her off.

“Yeah, I know academy rules don’t allow sex and whatnot, but if it so happens that you need a mare for such things again, then I have no choice but to service you,” Lightning Dust said to Dash as she moved a hoof down to Dash’s sticky nethers, giving it a playful tap. “Who knows, maybe you’ll ‘accidentally’ get hard while we kick clouds or even while we shower later.”

“Besides… I never told you before, but the reason why I was eager to help you out was… hermaphrodites are kind of a fetish for me,” Lightning admitted to her.

“What made you get into… ponies like me?” Dash asked, a bit curious to what first spurred her interests.

“Ehh, we’ll talk about it later, alright?” Lightning asked back as she quickly pulled her body into an upright position. “Though I am rather curious to how you keep this a secret for so long.”

“Well I just… keep my tail close and my legs tight together,” Dash said as she pulled herself up and stared down at her flaccid penis traveling back into its sheath. “When I feel the need to clean it in the shower, I usually wait until all the mares have left.”

“Make sense, considering you’re always the last to leave,” Lightning said with a chuckle as she stood up and started to walk for the building not far from them. “Heh, maybe I should stay in as long as you do and watch you like a griffon.”

“I still don’t see why you are so fascinated by this,” Dash replied as she followed her friend.

“Well if you hid it this long, I need to know these things in case I meet other mares like you,” Lightning replied with a smirk on her face.

“Not a mare who isn’t afraid to get around aren’t you?” Dash said as she trotted quickly up to her side and gave her a playful bump her with rear.

“Ain’t nothing wrong with living life the way you want.” Lightning Dust said as she bumped her back.

“Well, now that I told you how I keep this a secret, how about you tell me why you’re into ponies like me?” Dash asked, making her way for the barracks door.

“In due time, Dash,” Lightning Dust said with a chuckle. “In due time.”