Dear Rainbow Dash,
I'm sorry to bother you again at such a late hour, but it turns out there's something I might need help with.
Please come over tonight, if possible.
Also, use my bedroom window and come in quietly.
Your friend,
Twilight Sparkle

Twilight finished signing her name on the bottom of the letter as she pressed her back against the door separating her and Spike. She had calmed down from her hormone high from earlier, but not by much. She knew the second Rainbow Dash got here, if she got here, there would be no turning back. With her magic, she took a tiny red ribbon from her nearby desk and tied the letter into a scroll.

"So tell me again why I'm not allowed to read this?"

"Because it's private, Spike! Geez, stop being so nosy... Here."

Twilight cracked the door open and slipped Spike the letter.

"Rainbow Dash's place... I think I remember where that is..."

"Just hurry up and send it!" Twilight wasn't as mad as she was nervous.

"Okay, okay..." Spike inhaled a large breath of air and with a hot flaming exhale, dissolved the letter into ash and green flames. It swirled its way into the air and made its way through the crack in the door and out of Twilight's bedroom window.

"Thanks, Spike..."

"No problem. Just... Let me know if you need anything, okay?"

"Sure..." Twilight made sure that the door was shut and locked behind her and walked over to her bed.

A couple of bed springs groaned under her weight as she jumped into bed. She had put her panties back on, but that was it. Her skirt was still in the corner of the room where she flung them aside earlier. She still couldn't believe what was going on. Everything that had happened up until this point was a blur, and she still wasn't quite able to think straight.

However, that didn't change the fact that she was having second thoughts. Even though she knew that she needed it, her mind flooded with worst case scenarios about how Rainbow Dash would treat her. She was probably very skilled at sexual intercourse while Twilight had never experienced it once. What would she do? How far would she go? Would Twilight be able to return the favor enough to not bore her friend? Her mind swirled with stressful questions that nearly made her sick with nervousness.

She looked down at her body which was just barely covered by her tank top and panties and imagined what Rainbow would be doing to it in the next few hours. An unimaginable silence cloaked the room, which added to her uneasiness.

After a minute or two of looking over her body and being self-conscious about it, she convinced herself to stop her stressing and get back up. There was an uncomfortable stickiness still lingering between her legs that made her cringe a little.

"Better wash up first, I guess..." She said in a tone similar to a person asking for a final wish before an execution.

The hot water actually did a superb job at relieving a lot of her stress. Twilight purposefully turned the hot water knob a bit higher just for that purpose. Her naked body stood motionless in her shower as the water stream hit the back of her head. She kept her eyes closed as her head leaned downwards and her wet hair cloaked her face in near darkness. The thick steam moisturized her skin and went up into her nostrils with every deep breath she took.

It had been about twenty minutes, by her guess, since she decided to shower. It wasn't particularly longer than she usually showered, but the tensions in her body being worked out by the steaming hot water made it feel longer. Lifting her head again and letting her hair fall back behind her, she used her magic to turn off the knobs. She got an uncomfortable little chill on her spine from the water before it turned off since she turned off the hot water first.

Drying off was another little perk of being someone who could use magic. It was even simpler for someone with the aptitude of Twilight Sparkle. Instead of having to rely on towels to do the job for her, she just took the water droplets that were dripping off of her naked skin with her magic and accumulated them into a ball before tossing it into the bathtub with a tiny *splash*. It left her skin completely dry and needless of a towel. She had gotten used to doing it this way ever since she learned how, but she never stopped feeling grateful for being able to do something so advanced. Her hair was an entirely different story, though, since she couldn't just take all of the moisture out of it. She grabbed a towel from the cabinet underneath her sink and began drying it off.

It didn't take her long to do so, since she wasn't really worried about being presentable for someone who was as good of a friend as Rainbow Dash. She knew that she wouldn't care. Her magic grasped a brush and straightened it out a few times before she flung it over her back, letting it fall down freely behind her. There were a few split ends here and there, but there was no need to spend another fifteen minutes trying to work them out.

After throwing on a new pair of panties and a new bra, she tied her hair into a quick little ponytail and opened the bathroom door, letting all the steam that had accumulated inside escape.

She was starting to doubt that Rainbow Dash would come. Not only was it midnight, but she would probably be too tired from her night fly to do anything.

But... She was the element of loyalty...

Twilight opened the door to her bedroom. The shower definitely helped her calm down. Without thinking, she tossed the towel into the clothes hamper to her right and walked slowly to her bed. Her eyes weren't closed, but they were focused on the floor so that she couldn't see her bed. She flipped around and slipped into bed.

However, it felt different. It was that strange feeling like something wasn't right. She couldn't tell if it was a bed spring that had broken or if there was a pillow missing. After tossing and turning for a while to try and get comfortable, Twilight looked over to her right to try and find out what was wrong with her bed.

"Sup?" Rainbow Dash's face was right there next to her, staring and grinning at her.

"AHHH!!!"

Twilight jumped and her body went into fight or flight mode. It flailed around and pushed herself out of bed and onto the floor. Her head missed the bedside table by only a few inches. All she could hear was Rainbow Dash tossing in bed laughing out loud at her reaction.

"Rainbow!!!"

"What? You asked me to come over, didn't you?" She was barely able to speak through her chuckling.

Twilight scurried around on the floor and eventually found a T-shirt that was lying around on the floor. After throwing it on, she stood up and tried to regain composure.

"Yes, but you at least could've told me you were here instead of scaring the heck out of me!"

"Oh, it's all in good fun..."

Twilight was finally able to calm herself. It was then that she finally got to look at Rainbow Dash. She was wearing the same thing she was before when she came over: pair of tight blue workout shorts and a blue sports bra wrapped around the curves of her body.

"Didn't you wash those before you came back?"

"Pfft. I have dozens of these things at home. Besides, it seemed like you liked them a lot when I was here earlier..." Rainbow teased Twilight with a wink, which made her a little bashful.

The atmosphere was a bit awkward now.

"So... What'cha need help with?"

Rainbow was laying down on her side with her leg bent over the other in a seductive way. She had one of her hands inconspicuously sliding up and down her hip and rump. It was a very seductive pose that, coupled with the skimpiness of the outfit she was wearing, made Twilight's body get excited all over again.

Rainbow cleared her throat, noticing that Twilight had spaced out staring at her body. She snapped up to attention, embarrassed.

"U-uh... Well, I- Uh..."

"If ya wanna do it, just tell me. Heheh."

Twilight didn't even protest this time. She knew her body wanted it badly, and it wouldn't leave her alone until she had some kind of release. There was no point in denying it anymore. She slowly walked over and sat down on the edge of her bed with Rainbow still behind her.

"I'm sorry I'm so nervous, Rainbow... I just... I've never done it before. I'm a little nervous..."

"I've noticed."

Rainbow Dash sat up and instead of sitting next to her, sat right behind her with her legs wrapping around the outside of Twilight's. Two soft hands worked their way up Twilight's back and eventually came to a rest on her shoulders.

"Don't worry, I won't do anything you aren't comfortable with."

Her hands gently began to massage the tension from Twilight's shoulders, extracting a pleasurable exhale from her. Twilight tried her best to relax, and to her surprise, it was actually starting to work a little. Rainbow's fingers dug into her shoulders and worked their way down to her back, pushing outwards and inwards along her spine.

"That feels nice..."

Twilight closed her eyes, but her reddened face still remained since she could barely feel the tips of Rainbow's breasts brush against her back every once and awhile. Also, she was sure that she could feel some moisture against her ass from Rainbow's private areas. If she didn't know any better, Twilight could have sworn that Rainbow was slowly starting to push and grind her hips against it. That, in combination with Rainbow's gentle breathing against the back of Twilight's neck, was slowly starting to seduce her.

Suddenly, a jolt of sensitivity went through her back. It was concentrated at the base of her wings. The sudden yelp from her wasn't just from the unexpected pleasure. It was also because she didn't expect that pleasure to come where it came from.

"W-what was that?!" She turned around to Rainbow Dash with a concerned expression on her face.

"Oh... I guess you wouldn't know since you're kinda new to the whole flying thing. This joint between your wings and your back is really sensitive..."

Rainbow Dash continued to gently push her thumbs into that spot, making Twilight groan as her wings slowly lifted from the stimulation. She bit her lip to try and supress herself.

"Feels nice, doesn't it?" Rainbow giggled.

"Mhmm..."

Twilight's eyes were closed as she focused on trying not to make too many noises. She found it more and more difficult to do so, as the tingling feeling in her back slowly gave way to a dull and relaxing sensation that, in a way, released some of her stress and wooed her a bit.

She knew that Rainbow couldn't keep up this teasing for much longer. She was starting to quietly moan into Twilight's ear and she was pushing her crotch against her ass in a way that said "I want to rut you right now".

"I- I'm sorry Rainbow. I just... I don't know how..."

Rainbow's hands stopped massaging the base of her wings and slid down her shirt until she got to Twilight's hips. She then started to slide her palms and fingers over Twilight's tender thighs, coming dangerously close to the line of her panties. Her voice suddenly got very sensual.

"That's the best part about sex." Twilight's panties got a little damp just from the seductiveness and intimacy of Rainbow's tone. "If you don't know what to do, you can just let your partner..." Rainbow's hands slid back up underneath Twilight's shirt, making a pleasurable chill go up her spine and a slight gasp escape her lips. "Do all the work for you..."

"Rainbow..."

Twilight turned around with pleasure filled eyes to look at her, but just as soon as they met, Rainbow leaned forward into her and locked her into a passionate kiss. Twilight's eyes were wide open in surprise, but Rainbow's soft wet lips pressing against hers soon lulled her eyelids closed.

Twilight had kissed a few guys before, but nothing she'd experienced so far could ever prepare her for the amount of intimacy and passion that Rainbow's lips gave her. It was perfect. It was like holding a dove in someones hand; not too hard that it would hurt the bird, but just tight enough so that it wouldn't escape.

While Twilight was so focused on the kiss, Rainbow sneakily moved her hands farther up Twilight's shirt until she could feel them grasping and massaging her tender breasts. The direct contact made Twilight moan a little into Rainbow's kiss.

Feeling Twilight's satisfaction, Rainbow backed off slowly. It left a thin line of saliva between the two pairs of lips. Suddenly, Twilight felt Rainbow's hands forcefully pull her around on the bed. Before she knew it, Rainbow's hot and bothered body was on top of Twilight's hot and bothered body. Twilight's breathing became heavier as she felt her shirt being lifted off of her body, leaving her almost completely exposed save for her bra and panties.

After throwing her shirt aside, Rainbow then began to slowly kiss around Twilight's naval and work her way up. Twilight couldn't help but to look down at her lusty friend slowly untying her anxieties with every kiss. They were like tiny spikes of pleasure against Twilight's sensitive belly. Before too long, she could feel Rainbow's fingers go behind her to unhook her bra. However, she didn't protest or say anything. Like Rainbow said, it would probably be best for her to just lay back and let her friend do all the work.

Twilight bit her lip in embarrassment as Rainbow slowly slipped off her bra and got a full-on view of Twilight's tits.

"Hmm... Not bad, not bad..." She licked her lips before licking around them teasingly, making Twilight's tiny moans increase.

Twilight took a handful of bedsheets as Rainbow slowly dragged her tongue over her breasts. It wasn't long, however, until she started licking around her perky erect nipples. Her hands gently squeezed each breast as the point of her tongue swirled around them.

"Ahh..." Twilight's hand instinctively grasped a bit of hair from the back of Rainbow's head as she quickly started to suck on her nipples.

Rainbow looked up at Twilight's sexually excited face and kept eye contact with her as she continued. Twilight's moans weren't only coming from Rainbow's licking and sucking, it was also coming from Rainbow's knee constantly pushing and grinding right into Twilight's crotch. She could only lie there and watch as her friend had her way with her. Her body was feeling too good. She couldn't stop her even if she wanted to, and she definitely didn't want to.

Twilight was a little disappointed to see Rainbow's lips leave her breasts, but as she licked back down her belly slowly, her heart beat quickened when she realized what Rainbow Dash was about to do. She had only read about it in books that, she admitted to herself, were a bit too inappropriate for such a young mare.

Sure enough, as Rainbow's thick wet tongue dragged all the way down to her inner thighs, her suspicions were confirmed. Twilight's heart was beating faster than ever out of anticipation. She had never felt a tongue violate her virgin pussy before, but she knew that she was about to. She had no clue what to expect, so she closed her eyes, tried to relax and prepared for the worst.

Her tongue teased her mercilessly by circling around Twilight's outer lips, lapping up the excess juices that had been leaking from Twilight's pussy ever since she started. The feeling of having another mare eat Twilight out felt... Amazing. She had to admit that it felt very good. Already, her anxieties were drifting away like a piece of driftwood during the shift of tides. It didn't take long for her to completely forget about what she was so worried about earlier. In fact, her mind was so fuzzy from the stimulation that she had a hard time concentrating on anything besides the thought of Rainbow's tongue and lips.

Twilight felt her thighs being grabbed and spread apart as Rainbow moved in for more. She was getting closer and closer towards the top of her pussy, and it was only a matter of time before she-

"Ahhhhhhnn!"

A sudden loud moan came from Twilight after she felt the tip of Rainbow's tongue find her swollen sensitive clit. She quickly covered her mouth with her hand after remembering that Spike was still in the house with them.

Rainbow didn't stop there. She kept licking Twilight's inner lips and prodding her clit with every pass despite Twilight's sensitivity. Twilight's moans were now muffled behind her hand, but they were still audible. Her legs involuntarily wrapped around Rainbow's head in reaction to the intense pleasure that she was feeling at the moment. She opened her eyes and looked down, seeing Rainbow's head buried beneath her crotch and lapping away. Twilight grabbed another handful of her hair, which was followed by Rainbow Dash's eyes coming up to meet hers.

She stopped. Twilight took the precious time to catch her breath.

"You don't get to feel good all by yourself, princess..."

Rainbow pulled away from Twilight's pink fleshy pussy, leaving a thin sliver of fluids between it and her mouth. It took Twilight a good while to find out what she was up to, but after Rainbow turned her body around on top of her and leaned her ass down to her face, she got a good idea.

"Okay, Twilight. 69. You've read about this one before... You got this." She thought to herself.

It didn't take long for the all-too-familiar feeling of Rainbow's moist tongue pushing yet again against Twilight's exposed sex as all Twilight could see in front of her was Rainbow's pussy hanging right above her. She summoned as much courage as she could, spread her ass just a tiny bit, and went in.

A soft groan and a vibration from Rainbow's mouth against Twilight's pussy told her that she had done well. All Twilight did was lick the outer lip of Rainbow, but that was apparently enough. It tasted good, actually. Very good. It was like a mixture between sweet and sour.

Rainbow's hot and sweaty body was firmly pressing against Twilight. Her hips leaned down onto Twilight's face, almost enough to cause her to not be able to breath. Twilight's tongue eventually worked its way towards the center of Rainbow's pussy and her clit. Since she wasn't too sure about what to do, she simply did the same thing Rainbow did to her. Rainbow's warm fleshy sex felt good against Twilight's tongue. After hearing and feeling Rainbow's reaction against her own pussy, Twilight was sure that what she was doing was good.

A sudden pressure against her own clit made Twilight moan just as loudly as before, albeit it was quieted by Twilight's mouth being stuffed into Rainbow. She kept licking on and tried to work past the distraction, not wanting to disappoint her by stopping. The flat of her tongue rubbed and brushed against Rainbow's clit and the more she did so, the harder and faster Rainbow's throbbing became.

Twilight noticed that Rainbow's tongue pushing against her was increasing as well. At this point, it felt like a competition of who could last the longest. Both of them were giving it their all against each other's sensitive nubs. Rainbow Dash was starting to moan just as much as Twilight at this point, which made her a bit more confident in her abilities.

However, despite the progress that Twilight was making, she knew that she would be the one to finish first. Her amount of throbbing was only matched by the amount of juices that were pouring onto the bed sheets and her moans which had been increasing in volume ever since Rainbow Dash started eating away at her pussy. A tingling heat began to grow between Twilight's thighs along with a pressure that could only be described as a water baloon that was about to pop.

Rainbow stopped.

"Bout to cum already, huh?" She picked her ass up from Twilight's lips.

Twilight was very close to scolding her for stopping when she was so close, but a part of her would've felt guilty for ending her needs before she tended to Rainbow's. She kept quiet and waited for further instruction from her as her pressure slowly subsided for the time being.

Rainbow got up out of the bed and bent down, looking underneath it.

"Don't suppose ya got any toys around here, do ya?"

It took a moment or two for Twilight to calm down and realize that Rainbow was asking her a question.

"Huh? N-no, of course not! Why would I-"

She was cut off by a strange sound. It was like a combination of a *pop* and a piece of metal hitting against another. Twilight perked her ears up involuntarily and listened for whatever it was to make a sound again, but instead, the only thing she heard was her friend rummaging through her bed (which Twilight oddly didn't care about anymore), and her own heartbeat that was beating as hard as a drum. Whatever the noise was, it wasn't that loud. However, judging by the direction where it came from...

Twilight looked to her left. It didn't take her long to figure out what the noise was.

She leaned over and took the box from Princess Celestia off of her nightstand, which now had a tiny crack on the side of it. To say that she was confused would be an understatement.

"Why in the world would this thing open now?!"

Rainbow Dash's head popped back up from underneath the bed with her ears down and a disappointed look on her face.

"Nope... Nothin'." She sighed and rested her chin on the side of the bed in defeat.

However, her eyes lifted up when she saw the box that Twilight was opening and her ears perked up out of curiosity.

It took a few moments for Twilight to figure out where its hinges were, since there were no defining features on the outside of it. Finally, her fingernails worked themselves underneath the small split in the wood and she pried it open.

Shock was written all over her eyes. Since Rainbow Dash was looking at her from the opposite side of the box, all she could see was Twilight's face which had "what the fuck" written all over it. However, there was a also a slight trace of embarrassment about her. She got up and tried to get a view at whatever Twilight was looking at.

It was a sex toy. Not just any sex toy, though. It was a double-ended dildo that, by Twilight's estimation, measured just over eighteen inches. It barely fit into the box that it came in and was a bit scrunched up around its edges. The texture of it was quite realistic, but it resembled that of an equine penis. The main reason Twilight was blushing so much wasn't because of the item itself, but because of how flared it's head was.

The only thought going through the girls' heads was: "It's huge".

"Heheh... I thought you said you didn't have any toys..." Rainbow looked down at the opened box with a humorous yet slightly nervous expression on her face.

"I didn't... I got this from..." Twilight stopped mid-sentence when she realized just what was going on.

Princess Celestia had given her a sex toy. It took her a while for that realization to sink in. Princess Celestia had given her a sex toy. It didn't make sense.

"From who?"

"Princess Celestia..." Twilight took the toy out and held it in her hands. It was quite heavy, and its texture was very realistic.

"Pfft. Who cares who its from! Let's try it out!"

The two girls were still naked, but after the intimate exchange earlier, Twilight didn't seem to mind being so openly exposed as much. Rainbow took the toy from Twilight and admired it a bit.

"W-wait! I don't think that'll fit me..." Twilight looked at it nervously.

"Are you kidding?! I'm just as nervous as you are!"

Rainbow leaned over on top of Twilight and pressed her warm body against hers, making their breasts squish together. She looked into Twilight's eyes with a grin on her face before whispering.

"But that's what'll make it so much fun..."

Without warning, Twilight felt the tip of something blunt and warm prod her entrance, making her yelp a little and close her eyes. The flared head pushed hard against Twilight's outer lips and her clit, trying to work its way inside her. Slowly but surely, Twilight's juices were beginning to lubricate the large head and help ease its way in. As she felt the dildo grow more and more slippery, she knew it was only a matter of time before-

Rainbow gave a last little push, and the flared head popped inside of her pussy all at once, making Twilight gasp and then moan.

"Sweet Celestia... I think you just t-tore me... Ahhhhn!"

Rainbow looked down beneath Twilight's legs and, only seeing a minimal amount of blood, continued to gyrate the tip of the giant horse dildo inside of her. If Twilight wasn't a virgin, it would've worried her more.

"There's a little blood but it's alright. Heheh."

"What? R-really? Are you sure?"

Twilight's expression was still filled with doubt and anxiety. It felt to Rainbow like the more she did to her, the more nervous she got. She knew that Twilight would never be able to reach satisfaction that way. Leaning in and pressing their breasts together, Rainbow gently kissed Twilight's cheek. It only took a tiny tug of the dildo for it to pop out of Twilight, which made her gasp and moan again shortly after. She then got close to Twilight's face, their lips only a half inch apart. Rainbow looked deep into her eyes with a look that told her "It's okay, I'm your friend and I'm not going to hurt you".

"Try to relax, Twi. I promise I won't hurt you."

"O-okay..."

Rainbow giggled a little under her breath and then closed the half inch gap between them to give Twilight another passionate kiss. It was instantly more intimate than the last one as she slipped her tongue inside of Twilight's mouth right off the bat and swirled it around her own tongue. She felt Twilight's hands slip around her hips and grab on to her from below as she returned the kiss.

After rubbing the tip of the dildo against Twilight's soaked outer lips, she started pushing it inside her again. It was much easier for it to *pop* inside of her this time.

"Mmmphh..." Twilight groaned at the sudden spreading of her pussy as she continued to make out with Rainbow. Letting her desires take hold of her, she let her fingers slide down to Rainbow's athletic ass.

She squeezed her eyes tight as Rainbow pushed it further inside, making Twilight feel every inch of its texture. The toy's flared head stretched her warm wet inner walls. It was the first time that she felt a penis (granted, it was fake) enter her, and as the tip slipped all the way to her womb, she couldn't lie to herself. It felt fantastic. With every throb of her pussy making her grip on the shaft tighter, it was as if tiny spurts of stress were leaking out with them.

She still couldn't get over why or how Celestia knew so much about the benefits of a sexual encounter, seeing that she was the one that sent her the toy to begin with. However, the feeling of being penetrated over and over again and looking up to see Rainbow Dash's sleek sexy sweaty body work at her from on top made all of her thoughts melt away save for the ones she was having in that present moment.

Wet sloshy noises were emanating from Twilight's sex as Rainbow continued to shove the toy inside of her over and over again. Without thinking, Twilight was beginning to lift her hips off of the bed in order for the toy to slip deeper inside of her. A quick brush of her clit from the dildo made Twilight's eyes open as she let out another high pitched moan into Rainbow's mouth. Their eyes met each other with less than a couple of inches between them. Twilight's sexual fluids were leaking further and further down the thick shaft until they were beginning to dampen Rainbows' fingers. It was almost enough to make her lose her grip on it.

To Rainbow's surprise, she began to feel one of Twilights' hands slide down her forearm and grip her wrist before it began to grip and pull. Twilight helped her friend's hand push harder and faster inside of her. It didn't take very long for Rainbow to want the same thing Twilight was getting.

Rainbow Broke the kiss after a couple of dozen slow thrusts and looked down at Twilight's reddened face. It had sexual pleasure written all over it, which made Rainbow a little jealous considering the fact that her own pussy had been untouched ever since the toy came into play.

"Come on, I wanna see how it feels too..."

Rainbow pulled the dildo out of Twilight, albeit a bit too fast.

"Ahhhhhn! I-I said be gentle!"

"Sorry, I forgot to tell you. Being gentle isn't really my forte."

Rainbow Dash proceeded to turn around and get up on her hands and knees on the bed, exposing her moist lips from in between her ass. Her juices were dripping halfway down her thighs at this point. Twilight couldn't help but stare at it for a second or two, but soon understood what she wanted her to do. It made her a bit uneasy knowing that her mind jumped to such a conclusion so fast.

Rainbow wiggled her ass a little impatiently. "Hurry up! You're not the only one who wants this, you know!"

"Okay, okay..."

She did the same as Rainbow and got on her hands and knees facing away from her so that their soft rumps were about two feet from each other. Twilight's face was red as roses. She closed her eyes and waited for Rainbow dash to connect their sexes with the toy.

"You ready?" Rainbow turned her head to look at Twilight from behind her ass.

"Just do it..."

Rainbow wedged the lengthy toy between their sexes so that each flared tip was prodding at their openings. She held it in place with her fingers while the two of them aligned themselves.

It all happened at once. Greedy for pleasure, Rainbow eased her ass back into Twilight first which caught her off guard. The sudden pressure from the flared head forced Twilight to lean forward as she moaned loudly into the open air.

"Ahhhhhh!!!" Rainbow cried out in pleasure as the toy penetrated her first.

Twilight pushed back against her, making the other end enter her as well. Her arms were laying above her head on the sheets as she bit into them, letting out a loud but muffled moan as the large penis stretched her outer lips wide. She lifted her ass higher into the air to compensate for her upper body being so low to the bed. The two girls had only gotten past the tip of the massive toy, but they already looked like they were worn out.

Once the two of them were level again, Rainbow pushed back harder against Twilight without warning. It had become apparent to her that Rainbow needed this just as much as she did. Twilight pushed back hesitantly, feeling every inch of the long shaft enter her pussy as their asses pushed closer and closer together.

Twilight felt the tip of the toy reach deep inside of her. She was sure that it was either prodding or inside her womb at this point. It only took another inch or so of pushing for her to finally feel Rainbow's soft warm ass mash against hers. Rainbow proceeded to grind her ass against Twilight, making the toy shift and slide inside of them and eliciting heavy moans.

"Oh yeah... How does that big cock feel inside you, Twi?" Rainbow looked behind her and asked with a sexual tone in her voice.

"R-Rainbow..." Twilight looked back at her with a red face.

"Come on, tell me..." Rainbow continued to grind her ass against Twilight's.

"Mmphhh... It... It feels nice..."

Rainbow's heart nearly exploded from how cute Twilight was when she answered.

"Let's speed things up a bit, shall we? Heheh."

Rainbow pulled away from Twilight, letting the soaking wet shaft exit them. At this point, Twilight was too horny to care about being nervous. She matched Rainbow's movements and pulled back as well until the flared tip pulled against their entrances from the inside. Twilight only had a couple of moments to prepare before Rainbow pushed back against her again.

Since Rainbow started out slow, it was easy for Twilight to become in sync with her movements. The amount of juices leaking down the long shaft was growing so thick that it was beginning to drip down from the middle of the shaft and onto the bed sheets. Twilight could feel her inner canal widening significantly with every motion. The amount of pleasure that it was giving her was unreal. Her mind began to grow fuzzy and soon, the only thing she could possibly focus on was the fact that a giant eighteen inch horse cock was being rammed into her private places over and over again. Judging by the constant high pitched moans coming from Rainbow, she could guess that she was feeling just as good.

Thin strands of sticky sexual secretions connected between their asses after every backwards thrust and remained there until the next thrust came, which was followed by a loud and perverted slapping noise coming from their asses. Their swollen pussies pressed together every time they connected, adding an extra little stimulant to every backwards motion.

Rainbow started to speed up even more. The slapping noise from their asses coming together eventually echoed throughout the room every couple of seconds. Their moans were becoming louder but more muffled as they both resorted to biting a mouthful of sheets in order to keep their volume down.

Twilight thought that Rainbow was about to go even faster, but instead, she stopped and pushed hard against her. She resorted to grinding her ass against her again, making the both of them moan the whole time. They both took the golden opportunity to catch their breath.

Rainbow was the first to speak up.

"Can't you- *pant* Use your magic or something?"

The thought hadn't even crossed Twilight's mind until then. She had magic, after all. She thought it would be a shame to waste it.

"O-okay. Keep pushing against me like that..." Rainbow did so and kept grinding against her ass.

Twilight concentrated hard. It had soon become apparent to her that it was very difficult to use her magic while her mind was so fuzzy with sexual pleasure. However, she had just enough concentration to pull off a simple telekinesis spell.

With all the focus she had left, she gripped her magic around the middle of the dildo's shaft. The slight tingle from the magic against their openings could be felt by Rainbow as she groaned a little.

With caution, Twilight began to move the dildo back and forth, keeping her ass planted against Rainbow's while the dildo penetrated her on the way out and Twilight on the way back. The ring of magic that was holding on to the middle of the shaft made their insides tingle every time it entered them.

"Oh yeah! K-keep doing that!" Rainbow yelled out, the intense pleasure making her voice crack.

Despite the huge distraction of having her pussy filled over and over again, Twilight mustered her concentration and kept going. It was nice to not have to worry about staying in sync with Rainbow. All she had to do now was sit back against Rainbow's ass and let her magic do the work for her. The muffled sloshing of the toy going in and out of the girls perked their arousal.

That's when Twilight felt it. It was almost faint enough to go undetected, but she could definitely feel a low rising pressure start to build inside her lower stomach. The sharp tingling sensitivity she was feeling was slowly starting to turn into a dull one that caused her entire body to heat up.

She knew what it was. She was getting close.

Letting her hormones take over once again, Twilight abruptly began to speed up the dildo, making it move faster and deeper inside of them. The perverted sloshing noises got louder and louder along with their moans of ecstasy.

Twilight's mind went blank. The only thing she could manage to keep her mind focused on was the telekinesis spell on the dildo. Eventually, the big flared head pushing through her insides made her head so numb that she eventually forgot that she was causing it to move. Her magic went on autopilot as her pussy throbbed heavily along with Rainbow's.

Rainbow hadn't moaned in a while, but it was only because she was further into ecstasy than Twilight was. Her rolled back eyes and tongue hanging out of her mouth spelled pleasure all over her face. Her face mashed into the bed sheets as Twilight spell rammed the huge shaft down her soaking wet hole over and over again. Her wings were completely erect and they even flapped a few times involuntarily. It was a clear sign that she was deep down the rabbits hole.

"Oh sweet Celestia, Twilight! Don't stop!!!" Rainbow's choppy words were almost undecipherable due to her sex fueled trip.

But Twilight didn't stop, she went even faster. She could feel her orgasm coming right around the corner. Judging from the intensity of Rainbow's throbbing against her own pussy, she could tell that they were going to cum together if she kept it up.

She was a little nervous about being able to fully satisfy Rainbow, but as Twilight turned around and looked behind her ass at her facial expression, she knew she was doing something right.

In one last spurt of spontaneous sexual craving, Twilight pulled the dildo to the middle of them and then used a quick enlargement spell on it. She didn't make it too big, it was only a half an inch to an inch thicker in diameter now. However, it was all that the two lusty girls needed to spark their orgasms.

Rainbow let out a tiny cute yelp before biting down hard into a mouthful of bed sheets, letting out a muffled scream into them as her pussy clenched down on the toy tightly, spurting out juices from the side. Her wings flapped hard involuntarily, making a strong gust blow back against Twilight, whose orgasm came shortly after Rainbow's.

Twilight didn't have time to muffle her final sexual yell of the night. Her face lay sideways on the bed with her ass in the air as her intense contractions around the toy caused her to cry out. It was the first time she had experienced an orgasm, and she would be lying to herself if she said she didn't enjoy it. It was absolute bliss, like a million fingers pressing into her back and working out a tough knot, but with an intense electric sensitivity to it. She felt a large flow of fluids trickle down the back of her thighs as she pushed as hard as she could against Rainbow.

It was as if all her stress and tension escaped from her body at that moment and flew out through the window. After about ten seconds of a steaming hot full-body orgasm, the two of them finally came down from it and started to pant heavily. Twilight fell to her side, exhausted, making the thick double ended cock slip and pop out of her pussy. It gave her one last jolt of sensitive pleasure as the flared head widened her a little before coming out. She reached back and felt her recently ravaged hole, and noticed how stretched it was now.

Rainbow fell to her side shortly after, letting her wings lay sprawled out on the bed behind her as her belly quickly rose and fell with her heavy breathing.

"T-that was... awesome..."

Twilight didn't have the energy to respond, and even if she did, she was too distraught to make any sensible words come from her mouth.

"I just hope we didn't wake Spike up..." Twilight stretched her legs as she put her stockings back on.

"I'm sure we did, but oh well."

Twilight blushed a little out of embarrassment.

"Well, I gotta jet. I didn't really expect to be here this long... Heheh." Rainbow scratched her head bashfully.

"Okay... So, if I need help again..." Twilight twiddled her fingers together.

"Don't worry, I'll help ya out again if ya need it."

"Thanks..." Twilight's head was still a little fuzzy from earlier.

"No prob. Catch ya tomorrow!"

Rainbow flapped her wings, creating a gust that made a few papers off of Twilight's desk fly off of their rightful stacks. However, Twilight was either too drained to pay any attention to it or just didn't care.

After pulling up her skirt and throwing her T-shirt back on, she took a deep breath and decided to go back downstairs to check on Spike. She couldn't help but expect the worst.

"Spiiiike!" She called out, opening her bedroom door.

"Spiii- Waaaah!"

Something caught her foot from underneath her, causing her to fall forwards. She was barely able to catch herself with her hands. Still, it caused her wrists to sting a little.

"Ow..."

She looked behind her to see what she tripped over.

"What? Spike?"

Spike was sitting, or more accurately, lounging, against the corner of the wall next to Twilight's door. Tiny snores came from his nostrils as he rested with his eyes closed. His tail, that was laid out in the middle of the doorway, proved the be the culprit behind Twilight's tripping.

"Spike?! What are you doing here?! Oh... You weren't peeking were you?" Twilight shook him awake.

"H-huh? Wha- Oh! Twilight! I- Uh..."

"Oh no... You were peeking, weren't you?!" She hid her face with her hands in embarrassment and leaned against the wall before tucking her knees close to her chest.

"Twi, I'm sorry... I didn't mean to, I was just-"

Spike looked over at Twilight when he heard the gentle sobbing. He immediately got up on his feet and crawled towards her before wrapping an arm around her.

"Hey, hey, hey... It's alright. I promise I won't tell anyone." Spike noticed the bulge in his shorts from all the excitement earlier and inconspicuously tucked his boner into a discreet location.

"I don't blame you either. Hey, even I have that feeling sometimes. Everyone needs some sort of release like that."

Twilight picked her hands up from behind her knees with tiny tears dripping from her face. "R-really?"

Spike had to stop for a moment and try not to lose it from how cute Twilight's reaction was.

"Yeah! It's totally normal. Now come on, lets get you in bed." Spike picked her up by her hand as she wiped a tear away.

"S-so you don't think any differently about me? You don't think I'm a pervert or something?"

"What are you talking about? Of course not!"

"T-thanks Spike..." Twilight hugged him tight. It didn't help his "problem" between his legs either. He had to move his hips to the side so his erection wouldn't brush against her.

Spike led her back to her bedroom. Twilight quickly threw the soaked bed sheets into the dirty clothes bin in the side of the room and got some new ones from the closet.

"So... You saw everything?"

"Uh..." Spike tried to come up with some sort of story, but thought it better to just come out with the truth. "Yeah..."

"Did you think I did a good job?"

"Huh? What do you mean?"

"You know... Did Rainbow look like she was... Enjoying it?"

"Oh yeah!" Spike chuckled a little from the previous memory. "If you would've seen her face, you would've known.

Oddly enough, Twilight managed a smile. "That's good. I'm just glad I wasn't dead weight..."

Spike looked down at his pants. The problem was getting worse and worse. He was just about to finish when they stopped.

"So! Uh..." Spike rubbed his toe on the floor nervously. "You like that sort of stuff?"

"I guess. It certainly was thrilling." Twilight was a bit ashamed to admit it to herself, but after Spike telling her that it was "normal", she didn't feel so bad about it anymore.

"Sweet! In that case... Uh, could you maybe help me out with something?"

Spike's hard-on throbbed from underneath his zipper.

Author's Note

Goodness, that was a long chapter <3 *Cracks knuckles* Hope everyone enjoyed!

If there are any grammatical or spelling errors, please send me a PRIVATE MESSAGE and let me know so that I can fix them asap. Thanks for reading! <3
~Canadianbrony91