Pinkie Pie's Party Surprise

Chapter 3 ~ Watch it Rise

Pinkie gently closed her bedroom door, leaving Twilight sleeping peacefully inside.

A little drip of something trailed down her new balls and onto her leg. She'd have to head to the washroom again, apparently.

She skipped her way into the upstairs bathroom, nudged the door shut, and whipped her skirt off. Glancing in the mirror, she once again admired her new equipment. Zecora sure knew a thing or two about potion-making!

A little scrubbing with warm water from the sink and a rub-down from one of the towels was enough to clear up everything Twilight had left behind... and enough to get her a little too excited.

Her member wavered in the air, just starting to rise again after the attentions of the soft towel.

“No, Pinkie,” she said to herself, “you can't be doing that now. You've got to save it all for your friends!”

“Well, okay,” she replied. She did take another glance downward, though. It was tempting. Still, she still had three more friends to tend to tonight. Zecora's potion might be good, but Pinkie would still have limits, and she couldn't waste attention on herself when her friends needed it.

Bending down, she swept up her skirt. She threaded her legs through it, hiked it up, and redid the zipper in the back, making sure her tail-hairs didn't get caught in it.

She took one last check in the mirror, checking herself over. Her near-erection had subsided enough to be hidden under her skirt again, and everything was in place. She looked perfect.

So, which of her friends would she go for next? She turned for the door, licking her lips at the thought of Rarity in her tight, slinky dress.

She pulled the door open quickly, ready to get downstairs, but she nearly ran right into Fluttershy.

“Oh, I'm sorry Pinkie.” Fluttershy stepped back, holding her hands together low and against the front of her long skirt. “I didn't mean to get in your way.” The way her arms squeezed her big, soft breasts together nearly made Pinkie drool.

After a moment of staring, Pinkie shook her head. “It's okay! What'd you come up for, anyway?”

Fluttershy looked away and bit her lip. “Well, um... Applejack said you...” She took another step back, moving one hand up to fiddle with her hair.

“Said I what?”

Fluttershy winced. “Never mind, it's okay. I just... uh... came up to use the bathroom.”

“Fluttershy.” Pinkie stepped up next to her and laid a hand on her shoulder. “I'm your friend, you can tell me.”

After a moment of silence, Fluttershy swallowed and finally looked back up at Pinkie. “Applejack said you have a surprise for me?”

Pinkie smiled. “Do I ever!” She hopped up and down, making her boobs jiggle all over the place. “Just head on over to my”– she remembered Twilight, still sleeping in her bed –“I mean, just head on over to the Cakes' room, and I'll show you.”

“Um... okay.”

Pinkie followed Fluttershy down the hall, watching the way her friend's generous hips swayed back and forth and watching the tiny little wisp of tail peeking out from the hem of her long, green skirt.

As soon as the bedroom door closed behind her, Pinkie reached a hand around and grabbed the zipper on her skirt.

“I don't see anything new in here, Pinkie. What's the–?” Fluttershy gasped as Pinkie let her skirt drop to the floor. “Oh my... goodness.” She backed away a few steps and covered her mouth with her hand.

Pinkie winced. She should have known Fluttershy wasn't ready for the shock. “Oh, I'm sorry. Here, I'll put it away.” She bent down to pick her skirt back up, and she pulled it up her legs. “I should have known better than to–”

“Don't!”

Pinkie paused. The squeak had been barely audible, but it was unmistakable. “Don't what?”

Fluttershy looked away again and hid her face behind her hands. “Um... don't put it away... please.”

Pinkie grinned. “Oh. Okay!” She let the skirt drop to the floor again and stepped out of it, kicking it away. Making her way over to the bed, she grabbed the bottom of her shirt, pulling it up over her curved belly. It stopped for just a moment, catching on the crease of her boobs, before it pulled loose, letting them bounce free as she pulled it the rest of the way over her head.

Fluttershy watched as Pinkie tossed her shirt away, leaving her completely naked. She looked down at her own clothes and cringed.

Pinkie flopped down, sitting on the edge of the bed, making her tits bounce again. She tilted her head to the side. “Are you okay, Fluttershy?”

Fluttershy nodded, and took a couple steps closer. She held her hand up to her mouth, trembling slightly.

“What's the matter? Are you feeling–”

Fluttershy's eyes darted down to glance between Pinkie's legs.

“Oh.” Pinkie smiled, drawing a hand across her balls and the member that just barely protruded from its sheath. “Don't worry. I'll make sure you enjoy it.”

Fluttershy glanced away and took a deep breath. She grabbed the heavy fabric of her own shirt with both hands. Letting her eyes dart back to Pinkie, she started to lift it. Pursing her lips together, she pulled the sweater-like top off, exposing the big round cups of her bra. It covered her almost completely, leaving only a tiny bit of cleavage visible. As soon as she pulled the shirt over her head and untangled her hair from it, she held it close to her chest, covering herself up again.

“Oh, Fluttershy.” Pinkie laughed. “We've done it before – it's nothing I haven't seen before.”

Turning her head and hiding behind her pink hair, Fluttershy squeaked. “But... I'm not... attractive. I know that. I don't want to put you through that again.”

“What? Not attractive? Fluttershy, you're the sexiest pony around!”

Her eyes opened wide. “Really? You really think so?”

“I know so!” Pinkie threw her hands up in the air, making her tits jiggle again. “So come on, show me whatcha got!”

“Um...” Fluttershy glanced back and forth across the room. She blushed. “Okay.” Letting her arms fall back down, she dropped her shirt on the floor. She leaned over toward Pinkie and pressed her hands against the bottom of her bra, pushing her soft breasts up.

Pinkie stared down at the deep cleavage in front of her and licked her lips. “Now that's what I'm talking about!”

Fluttershy giggled and slid her hands down her body, swaying her hips to show off her curves. Finally, her hands came to rest at the waistband of her long skirt. She turned almost entirely away from Pinkie as she pulled on it and slipped it down, bending down at the hips, until her hands reached the floor. Her luscious ass presented itself, covered by a wide pair of tightly stretched pink cotton panties. The delicious mound slightly bulging in the center already showed a little dark spot from the moisture seeping through.

As Fluttershy spun back around, she glanced down at Pinkie. The pink cock was already laying down at full length down Pinkie's leg.

Fluttershy grinned and moved her hands behind her back, thrusting her chest out.

Pinkie's stallionhood twitched.

Fiddling for a moment behind her back, Fluttershy finally unclasped the latch. Her tits fell suddenly as the pressure released, bouncing up slightly afterward. Slowly, and looking Pinkie in the eye the whole time, she pulled her big pink bra off, letting her well-endowed chest show for the first time.

Biting her lip, Pinkie watched her cock rise as Fluttershy stood in front of her in nothing but her panties.

Fluttershy pressed her arms in close, pushing her tits together and making them bulge out. They squeezed in easily, giving in to the pressure and making her wide nipples poke out.

Pinkie fidgeted where she sat as her member rose even more.

With one glance back down to herself, Fluttershy slid her hands down to her body again. She pulled the waistband of her panties down, showing more and more of her soft abs, until her marehood was almost exposed. She glanced back up at Pinkie and winked, letting the panties drop to the floor. Her full lips were on display now, showing a glistening sheen on the tiny slit of pink visible in between them.

Pinkie grinned, glancing down at her fully-hardened cock before looking back up at Fluttershy. “Come on over. The bed's nice.” She patted the covers next to her, knowing she'd end up having to wash them before the Cakes came home.

Fluttershy tip-toed over and sat down next to Pinkie, her hands pressed in between her crossed legs.

“Don't be nervous.” Pinkie wrapped an arm around her friend and pulled her in close. “You can trust me.”

Fluttershy glanced away again, then back at Pinkie. She smiled. “I know I can.” After a pause, she pressed her head in close as if to come in for a kiss, but at the last moment, she stopped.

Pinkie wouldn't let a chance like that slip away. She darted in to close the gap before Fluttershy could pull back.

A little gasp of surprise came from Fluttershy, but she soon melted into the kiss, leaning in to Pinkie and wrapping an arm around her friend's neck. She pulled Pinkie in close, pressing her tongue inside.

As Pinkie finally pulled away from the kiss, leaving her face barely an inch away, she smiled. “Are you ready?”

Fluttershy blushed again. “Um... I guess so.” She glanced into Pinkie's eyes again and smiled. “Yes.”

Catching Pinkie by surprise, Fluttershy grabbed her and pulled her down on the bed on top of her.

Pinkie stared down into Fluttershy's face, feeling her stiff rod pressing against Fluttershy's soft belly. Her tits pushed down into Fluttershy's bigger and softer bosom.

Fluttershy's breaths came quick and shallow, and she wrapped her arms around Pinkie's back, squeezing her in close before dropping back down onto the sheets.

Holding herself up on her knees, Pinkie pushed her friend up further onto the bed, which put her mouth just in the right place to go to work on Fluttershy's nipples and put her cock in just the right place to begin its entrance.

Fluttershy made a quiet, squeaky moan as Pinkie's sloppy tongue went to work on one of her big nipples. A pink hand brushed up to play with the other.

Pinkie slipped her hand down from Fluttershy's breast, letting it glide down the curve of her friend's side and then across her leg. She grabbed her own cock, lining it up with Fluttershy's lush entrance.

Fluttershy looked into Pinkie's eyes and nodded.

Dragging her tip back and forth across Fluttershy's soft lips, Pinkie felt her cock glide along easier and easier as slick liquid built up, both from Fluttershy's excitement and her own pre-cum. Finally, Pinkie allowed herself to press in a little.

As the wide, slick tip found just the right spot and slipped just barely inside, Fluttershy gasped. She pulled Pinkie down against her again, her breathing ragged.

Pinkie stopped for a moment, letting her friend adjust. The warm pussy below was grasping at her, trying to pull her in and milk her for all she was worth, but she knew her friend needed a little time to prepare. She just stayed where she was, enjoying her friend's pulsing marehood and dragging her tongue across the huge pink nipple in her face.

Finally, Fluttershy's arms relaxed a little, and her breathing evened out.

Giving another tiny push, Pinkie drove herself just a little further into Fluttershy's heat.

Fluttershy squeaked again, but her hands slipped down Pinkie's back, coming to rest on her big pink ass and pressing down hard.

Pinkie gave into the pressure, bobbing up and down and driving just a tiny bit deeper with each push. As inch after inch of her throbbing cock buried itself, she made her way up the bed. Finally, she ended up face to face with Fluttershy, their boobs pressed together tightly and her cock buried to the hilt in Fluttershy's steamy-warm marehood. She rested there a moment, letting the feeling of the soft, slick grip all around her cock sink in.

Fluttershy moaned quietly. Her belly twitched, and Pinkie could feel the muscles spasm around her member.

After a moment longer, Pinkie pulled back just a little and pushed back in, hard. She pressed herself as hard and deep as she could, loving the feeling of soft pressure pushing back on her.

Fluttershy gasped again and squeezed Pinkie tight, both with her arms around Pinkie's back and her inner walls around Pinkie's cock. Both of their breasts pressed out to the sides as they squished together.

Pinkie lifted her butt up, taking advantage of how slippery her rod was getting by pushing it home again, even harder than before.

Fluttershy bit her lip, stifling a squeal.

Again and again, Pinkie pushed herself in to the limit. She built up a rhythm around Fluttershy's breathing, grunting with each thrust.

Fluttershy's every breath came out as a shallow squeak, and she pressed her hips up every time Pinkie came down, always struggling to push in just a tiny bit further. As Pinkie kept going, Fluttershy's marehood clamped down harder and harder.

Pinkie felt her friend getting close, but she didn't hold back. From the tingling she was feeling, she knew she wasn't far from her own climax. She pressed in harder and harder, loving the feeling of her friend's soft flesh gliding against her own, despite the intense pressure.

Fluttershy screeched and the pressure around Pinkie's cock increased higher than ever before.

Pinkie pressed herself in as far and hard as she could, feeling the head of her cock swell as Fluttershy's marehood throbbed rapidly. She rode out her friend's orgasm, feeling hot juices squirt out onto her balls.

She couldn't take it. With a gasp of her own, Pinkie let herself go. Her cock twitched again and again as streams of her cum sprayed deep inside her friend.

Fluttershy squeezed her arms tight as she was filled with spurt after spurt.

After a long moment, the last few dribbles squeezed out from Pinkie's stallionhood, still as deep as it could go inside Fluttershy. Both mares collapsed down into each other, finally letting their muscles relax.

Pinkie let herself stay warm and cozy inside Fluttershy as they both caught their breath. She leaned her head down to plant a little kiss on the tip of Fluttershy's nose. “You were amazing.”

Fluttershy blushed and bit her lip, but she didn't look away from Pinkie's eyes. “Thank you... You're the best friend I could ever ask for.”