Chapter 3 Making Pies Not Cupcakes. Then Maybe Cupcakes

-Present Day-

"And now were here," said a now freed Blitz. "Are you happy now Pinkie?"

Blitz didn't get a response mainly due to the fact that Pinkie, still only wearing an apron, was fast asleep on some random prop chair.

“PINKIE PIE!!!” yelled the pegasus whose rage transformed him into a pony engulfed by flames; similar to Twilight trying to understand Pinkie's pinkie-sense. The sudden outburst caused the pink earth pony to abruptly awake up from her slumber.

"HUH!? What?! Cupcakes!!" blurted Pinkie, rubbing her eyes. She saw Blitz furious and then said. "Hey, I thought only Twilight could do that."

"Pinkie, did you fall asleep while I was telling you my story? A story, which I must add, you chained me up just to hear?" said Blitz still in his rage form.

"Don't worry Blitzy, I proofread the second chapter so I already knew what happen. Though, I still think there still some errors in that chapter."Pinkie said with her iconic smile.

Rainbow Blitz, finally out of his rage, had his mouth open at what she just said. He quickly snapped out of the silence and said, "Wha- What?" He then thought, ‘Forget it Blitz. Just pretend she heard your story so you can already leave.’

"Ok now that you heard my life story now," said Blitz in a sarcastic tone. "Can I get my clothes now? I'm freezing my flank off."

"That’s not important right now," said Pinkie pulling out a pair of reading glasses from her curly mane."Now, what’s important is that we figure out the true meaning of your emotions."

"Now you say, you're not completely angry at Big Mac, correct?"

"Yeah, but you ca-"

"And you're ok with Fluttershy choosing Big Mac, right?"

"Yes, but if you let me get a wo-"

"But, also don't know what the main cause of your angry?"

"Pinkie could you at least me fin-," said a slowly raging Blitz before being interrupted by Pinkie again.

"I think I know what the problem is," said Pinkie putting her glasses back into her mane," You want to hear it?"

Blitz, who finally had enough of Pinkie's antics, finally said, "Sure Pinkie, let me hear what you figured out."

"Great," said Pinkie with enthusiasm. "The main reason why you love Fluttershy is because you yourself as her knight in shining armor. You don't hate Big Mac that much because he doesn’t know that you loved her. You then blame and hate yourself even more for not telling Fluttershy you love her sooner and what she really means to you. But, deep down you know that Big Mac is perfect for Fluttershy."

After Pinkie finished, Blitz sat quietly to think on what Pinkie just said. ‘...She’s right. Ever since that day. I always saw myself as Fluttershy protector. I loved her cause she was a sweet innocent girl who couldn't do wrong. I knew that ponies would try to take advantage of her kindness. I just hated himself for bottling up his feelings for too long. I also couldn't hate my best friend for dating Fluttershy. Big Mac was kind, honest, and all around guy. Heck, you couldn't punch him in the face unless he begged you to. He the perfect stallion for Fluttershy that would never harm or misuse her in anyway, shape, or form. But in the end, I just want her to be happy, and who better to do that than my best buddy.

Once he was done thinking it over, Blitz broke the silence and said,"Pinkie."

"And that's how you become an alicorn,"Pinkie suddenly said.

"Pinkie," Blitz repeated, ignoring her abrupt random moment.

"Hm, what is it Blitzie?" she replied.

"I just wanted to say... Thank you for what you did."

"Oh, don't mention it...For doing what again?" she asked quizzingly.

"For truly getting me out of a bad mood. If it weren't for you, I'd still be in my house crying like some wimp."

"You also would be a bit fatter and have grown a small beard."

"Yeah that too," Blitz said with small chuckle, "But seriously, thanks. I really needed your help."

"Well I'm just glad you're happy now. Thats all that matters to me." said Pinkie. "Now that, thats out of the way how about you and me make those pies?"

"Sure, Pinkie." Blitz said while he and Pinkie began to leave until he remembered something.

"Wait... Pinkie, there are still some questions that are left unanswered."

"Like what?"

"Like, why did you take off all my clothes and why are you wearing nothing but an apron?"

"Oh, well," Pinkie said with a giggle.

"Well, when I knocked you out and dragged you here to the basement, I may have spilled some of the fake blood that I had earlier all over your clothes. Yeah, sorry about that." said Pinkie rubbing the back of her head.

"Oh and you also got that stuff on your clothes too?"

"Not exactly silly." said Pinkie, now in a seductive tone.

"Wait what do you mean by th-" Blitz was interrupted by Pinkie putting his head in between her massive cleavage. The sudden act instantly caused his member to unsheathe and giving him a hardened wing-boner. At first, he tried to fight against Pinkie's hold on him, but due to her earth pony strength and his male instincts to let this happen, he quickly stopped resisting.

"You see Blitzie, the apron is an extra special step in helping you get over your bad mood."

Blitz didn't say anything, he was too busy feeling how soft her breasts were.

"I see you're not fighting back anymore. Not surprising, seeing how you react when Fluttershy or Twilight give you a hug. You just like big-breasted mares, don't you Blitz? My breasts aren't as big as Fluttershy's, but second place isn't bad though." said Pinkie continuously in a seductive tone while rubbing her breasts together with Blitz still in between them.

She then releases Blitz from her grip and leans within kissing distance towards the now bright red pegasus, who was sitting down with a fully erect stallionhood coming out of his boxers.

"Wow, you really are big ain't you?" asked Pinkie, marveling at the impressive length of Rainbow.

"I'm going to tell you something Blitzie. Your clothes are already clean and in the laundry room, so you can go get them and leave me all by my lonesome self for the rest of the weekend if you really want to... Or, you can come to my room for a party for two. You're invited, of course, but the only requirement is clothes are not allowed. And just to make sure you do come to the party," said Pinkie who then begins to kiss Blitz on the lips.

Pinkie's kiss lasted for five minutes. Blitz didn't resist at all, even when she began to tongue wrestle. When they finally separated Pinkie finally said, "You know you're not a bad kisser."

She then got up and went to the basement stairs which made both her ass and breasts jiggle with each step she took.

"Oh, when you leave the basement could you turn off the lights for me?" asked Pinkie, before closing the door.

Rainbow Blitz just sat there, thinking what just happened until he finally said, "...Did Pinkie Pie just offer to have sex with me?"

-A few minutes later, Pinkie’s room-

"Uh Pinkie ... I'm here." said Blitz a little unsure after knocking on her door.

"Its open~," Pinkie cooed.

When Blitz opened the door he saw exactly what he expected it to be in terms of Pinkie's room, but he wasn't interested in the room. What did catch his eye was Pinkie laying on her side. The only thing she seemed to be "wearing" was whip cream on her bits and cherries on her whip cream covered nipples. Seeing this, Blitz's stallionhood stood at attention to the nude pink mare.

"I see you're not the only one I made happy today." said Pinkie seductively.

She sat up and spread her legs then said "Why don't you have some of my special cream pie before we really start the fun."

"Sure thing," said Blitz walking towards Pinkie.

He was on his knees licking the whip cream off of Pinkie. After licking off the cream, he then proceeded in eating out Pinkie, causing her to moan.

"Oooohh, yeah thats it. Keep going."

The whip cream was good but Pinkie's pussy was way better. He couldn't get enough of the taste. Blitz 's tongue wouldn't stop swilling around her pussy.

" Ohh....aahh...oh yeah....." Pinkie was surprised at how good he was doing.

If he kept going like this, she would cum any second now.After thirty minute of eating pie.

"Ah...B-blitzie oh...I'm ....uh going....to... cum," said Pinkie in a sultry tone. Blitz didn't listen, he wanted to keep tasting her.

"I'M CUMMING," yelled Pinkie while her juices covered Blitz's face, which he soon eagerly licked off.

"Hmm, tastes like strawberries." said Blitz smiling at Pinkie.

"You were really good at eating me." said Pinkie panting a little laying down on her back.

"Yeah, but I think its time we started having some real fun." said Blitz getting on top of Pinkie.

"Now Blitzie, you know we can't have fun unt- OHhh..." said Pinkie being interrupted by Blitz licking both cherries and whip cream off of her harden nipples.

"There, all done." said Blitz while rubbing and pinching her nipples.

"But you're right, there is something I can do before the real fun begins,"said Blitz now sitting on Pinkie's belly.

Rainbow begins groping and squeezing on Pinkie's breasts making her moan even more. He then moved his penis between her breasts. Even with Pinkie's impressive bust, his dick was pointing straight at her face. He almost came just by sticking it into the soft and firm mounds.

"Hey Pinkie, do you mind if I ...?"

"Blitzie, you're already in position and I'm not complaining, so knock yourself out," said Pinkie smiling.

Blitz just smiled and began thrusting back and forth. Pinkie was impressed with Blitz. Feeling his thick throbbing cock made Pinkie so excited that she just couldn't wait till he unloaded his big load. After minutes of titty-fucking, Blitz was ready to blow.

"P-pinkie...I'm....a-about to ....c-cum,"said Blitz, nearly reaching his limit.

"W-what's.... s-stopping...you...j-just....do it."

Blitz, who finally reached his limit, released a week's worth of semen in between her breasts.

However, unbeknownst to Blitz, he came so much that he got semen on Pinkie's face. When he got off of her, he noticed that he covered most of her breasts and face.

"Sorry, Pinkie. It's been a long time since I last masturbated."

"Thats ok, your semen feels and taste so thick and warm I'll clean this up real quick." said Pinkie starting to lick it off all of her body.

During when Pinkie was cleaning herself off, Blitz saw how much she enjoy his semen, which in turn made him hard again. After a few minutes, Pinkie had cleaned off all of Blitz's semen. She then saw how hard Blitz was again.

"Well I guess someone liked my bath." said Pinkie before pouncing on top of him.

"Are you ready for round two."said Pinkie kissing Blitz.

Pinkie began to rub her pussy against his penis telling him how much she wanted him right here and now. Blitz, getting the message, started to stick his stallionhood in her. As soon as he got a few inches in, Pinkie let out a small moan, but it sounded more like it was pain not pleasure.

"Pinkie, Are you ok?"

"Uh, yeah. Why wouldn't I be." said Pinkie with a huge blush.

"Ok, if you say so."

When Blitz shoved more of his length in, Pinkie yelped and gasped as he slid all the way.

"Alright, Pinkie. This time I know there is something wrong with you. What is i-" He stopped when he saw that there was blood coming out of her pussy.

"P-pinkie are you a virgin?"

"Y-yeah. I knew that it would hurt the first time, but I didn't expect it to hurt this much," said Pinkie trying to live with the pain, "Ha, not only did you take my virginity you also took my first kiss as well."

‘THAT WAS YOUR FIRST KISS BACK THEN?!’ thought Blitz.

"Yeah, so can you be more gentle?" asked Pinkie, whimpering.

"Of course I will Pinkie."

As Blitz slowly started to thrust, Pinkie was thinking about what was happening. Maud wasn't lying when she said that the first time would hurt like tartarus. But it's worth it that Blitzy is my first.

Doing anything slow was torture for Blitz. It was like telling an Apple not to buck apples or Fluttershy not to care for a wounded animal, but if it means causing less pain for his friends he'll go slower than Tank if he needed to. Plus going slow made him feel how tight and warm Pinkie's inner walls was.

After a few slow thrusts, Pinkie started to feel more pleasure than pain. "B-blitzy."said Pinkie not whimpering as she did earlier.

"You ok, Pinkie? I can pull out if you want." said a worried Blitz, but Pinkie responded with one word.

"F-faster."

After hearing that Blitz smiled and picked up the pace. He had a hard time mainly because, she was really tight but, each thrust got looser and looser. "Pinkie, you're really tight you know that right?" grunted Blitz. Pinkie wasn't listening, her mind was on the big rod reaching her womb.

"AAAHHH!~ JUST SHUT UP AND KEEP FUCKING!!" yelled Pinkie in total ecstasy. Blitz did what he was told and kept going.

‘Man Pinkie's is really enjoying this,’ thought Blitz. He was enjoying it as much as she was, mainly because of the sound of their bodies slapping together, the tight wet warm feel of her pussy,and lastly he got a perfect view of Pinkie's huge breasts bouncing around,the main cause of his arousal.

"Pinkie, I'm about to cum," said Blitz starting to pull out of her.

"N-no, stay inside me. I want to be filled up by you," said Pinkie in a sultry tone.

"B-but Pinkie, what if you get pregnant," asked a worried Blitz nearing his climax. "You and I can't raise a kid right now."

"D-don't worry... Blitzie....oh... I-i already...ah... took care of that problem ....oh yeah...so cum whenever you feel like it."

As soon he reached his limit, Blitz grabbed her hips tightly, and gave her one last good thrust.

"I'M CUMMING!" yelled Blitz pumping his great load into her. Blitz had filled Pinkie to the brim with his seed. Causing Pinkie to came as well as he do.

"Looks like we made ourselves a nice cream pie, didn't we?" gasped Pinkie who collapsed on top of him.

"Pinkie, are you sure that it was ok to cum inside of you? I mean, I won't mind having kids but not right now."said Blitz trying to catch his breath.

"Like I said, don't worry. I asked Twilight to use a birth control spell on me that would last the whole weekend. So you could fill me up eight times in a row and I won't have any foals."

"Oh, that makes sense." said a relieved Blitz. "Hey Pinkie I was just wonder something."

"What?"

"Why did you give me your virginity?"

"Well remember when we all found out that you gave us all our cutie marks."

"Yeah what about it?"

"I been thinking; if you didn't do the Sonic Rainboom, I would have never came to Ponyville, found out about parties, or wanting to help ponies smile. I still would have been on the my family rock farm miserable and bored out of my skull,"said Pinkie who then kisses her rainbow lover. "I think that is more than enough good reasons to give you my first time, don't you?"

"Uh ... y-yeah Pinkie," stuttered Blitz, his member starting to rise again.

Pinkie felt his huge organ slap against her ass, and said, "Wow Blitzie! I would love to go for round three but I think it would be a good idea if I go take shower. Cause lets be honest, we both kinda need one. Also you need to rest a little, don't want to overwork you. It will only take me five minutes so stay there~," said Pinkie who got up and left for the bathroom.

"Wait Pinkie, rest a little. I ca-" said Blitz being cut off by the door closing. "Well, guess I'll tell her when she gets back."

After two minutes of waiting Blitz had wanted long enough and decide to help Pinkie. When he entered into bathroom he saw Pinkie was still showering. If Blitz wasn't hard before, after seeing Pinkie's wet mane, his not so little friend was standing at attention now. Pinkie was the type of girl who was really hot when their hair was down, but seeing her mane down was like seeing Rarity doing farm work. Possible but most likely not going to happen.

Pinkie wasn't paying much attention to the world around her. She was daydreaming about what she and Blitz we're going to do next. She was so busy dreaming, she didn't even hear Blitz come in or get right up behind her.

"Wow, Rainbow felt amazing. Makes me wonder what are we going to do ne- Eep." Pinkie was cut off due to someone lathering both of breasts and rubbing their member under her marehood. She was about to strike the molester until she heard a very familiar voice.

"Well I was thinking, maybe we could continue the fun in the shower?" Blitz said, a big grin forming on his face.

"B-blitzie, aren’t you supposed to be sleeping?" asked Pinkie, trying her best not to moan from Blitz's groping.

"Pinkie, before you had cut me off in your room, I was about to say I can still go for six more rounds. And seeing how I came two times already....Well I think you can do the math."

"You always wanted to do it in the shower haven't you?"

"Oh, yeah!"

Blitz lets go of her breasts and grabbed her hips and begins to ram his member into her.

"Aaahhhhh. J-just as good as ... the first time." said Pinkie who almost came.

"I know. Your tight pussy almost made me cum as soon as I stuck it in."

"Heh, flattery will get you everywhere stud."

Blitz begins to fuck her mercilessly, causing her to scream in pleasure.

"Rainbow if you keep going like this I might not be able to walk for a while."

"Do you want me to slow down?"

"FUCK NO...AH...THIS FEELS...AH... AMAZING"

They continued doing this for a good while until they both came. But unbeknownst to the both of them, a couple of familiar customers had arrived at the bakery.

"Are you sure, he's here?" Fluttershy asked Bic Mac.

"Eeyup. He said he was helping Pinkie this weekend. So it makes sense that he'd be here," said Big Mac, "But are you sure that theres something wrong with him, Fluttershy?"

"Well, Tank told me that he is really depressed and it has something to do with me and you."

"But, Fluttershy he's with Pinkie. I'm pretty sure he's not depressed now."

"I know but it wouldn't hurt to look Big Mac," said Fluttershy giving him a hug.

"Oh alright let's go find Rainbow. I don’t see anyone here, so maybe he’s upstairs."

-Back to Rainbow and Pinkie-

"Thats three down, three more to go," whispered Rainbow in Pinkie's ear, "So you want to finish this in your room or in here?"

"It started in my room, so it ends in my room," said Pinkie kissing Blitz. "But, could you carry me? I wasn't kidding, when I said I might not able to walk for a while."

Blitz then picked up Pinkie, carried her in his arms, and said, "Sure, just as long you don't mind me groping your ass on the way there."

"There nothing stopping you perv," Pinkie giggled as she enjoyed being carried.

And so Blitz carried Pinkie out of the bathroom and headed towards her room, but he stopped in his tracks and almost dropped Pinkie when they both saw their best friends staring at them in the middle of the hallway. Both couples were staring at each other. Their pupils had shrunken, and their faces, were redder than any apple. Both Rainbow and Fluttershy both gained wing boners while Big Mac grew a huge bulge in his pants.There was nothing but silence until Fluttershy said, "Oh My".

"Uh... Is there a reason why you guys are here?" Blitz asked embarrassed.

"Well uh... Tank told me you weren't feeling like yourself and It was mostly because of me and Big Mac,” said Fluttershy trying her best not to look at Blitz's exposed body. We don't know you two were ... busy.”

"E-eyup," said a very nervous Big Mac, who also tried to not stare at Pinkie, though was failing miserably.

"Oh, there was no need for that. I already took care of that problem," said Pinkie who gotten over the entire awkward moment.

“We can see that,” said Fluttershy still blushing.

"If you two don't mind could you come back around maybe Monday. Cause me and Blitzie will be very busy this weekend," said Pinkie, giving Blitz a peck on the cheek. "Right Blitzie?" purred Pinkie, making him feel more hotter than he already was.

"Y-yeah, uh yeah very busy. So-uh, better get started on that," stuttered Blitz as he ran pass both Fluttershy and Big Mac heading to Pinkie's room.

After a few minutes of silent Fluttershy finally said. "I guess you were right about Pinkie cheering him up."

"Eeyup but I didn’t think she cheer him up that way. But hey, at least Blitz isn't sad anymore."

"Speaking of which,” said Fluttershy, turning to Big Mac. "Seeing how I wasted your some of your day off worrying over nothing." she then press her body against Mac's "Is there any possible way I can make up to you?" she asked in a lustful manner. Big Mac, who already knew what she was implying before she even spoke, picked her up and held her bridal style, and gave her a long passionate kiss and then said.

"I may have few ideas, but I have a question."

"What is it Macky?"

"My places, or yours?"

"Oh Macky, it don't matter to me. Just as long as we're very busy for a good while.~"

"My place it is," Mac said, carrying Fluttershy out of Sugar Cube Corner.

As they made their exit out of Sugar Cube Corner, they heard a high shriek-like scream.

"OOOOHHHHH CELESTIA!! YES!!!," screamed Pinkie.

"Goodness. It’s a good thing that the Cakes soundproofed the exterior of the building. Because if anyone heard that they think someone was being murdered," said Fluttershy.

"Eeyup.~"

Author's Note

Sorry it took me a while to finish this chapter. I blame Punch Out!!! Wii, Bravely Default, and my friend Phantom Fan 21. Also please point out any problems with the sex scenes this is my first time stuff like this.