Soaring Hearts

by Diceman

Rating: mature
Tags: Slice of Life, Lyra, My Little Pony: Friendship is Magic, Soarin, Rainbow Dash, Romance, Sex, Spitfire
Length: 16721

Rainbow Dash and Soarin run into relationship problems but Spitfire has a cure for their woes. Will Spitfires plan bring them closer together or will a odd minty mare thrown into the mix tear them apart?

cover art by http://sunflic.deviantart.com/ used with permission from http://tinuleaf.deviantart.com/
go and give those two a visit won't ya?

story is a followup to Bonfire which can be found here http://www.fimfiction.net/story/17845/Bonfire

Published 2012-04-13 09:04:01 UTC
Last updated 2012-04-13 09:04:01 UTC

I: Cold Hooves

Chapter I: Cold Hooves

"C'mon Soarin, ya slowpoke, we don't want to get there late" Rainbow Dash said, looking back at Soarin tapping her hoof in the air. "I don't want to miss getting a few of the original batch. Spitfire said they last a whole six hours!"

"Calm down RD, there will be plenty of "Vitamin F" candy left over, the new safer version isn't due to be tested until next week at the earliest besides, I don't think I could last six hours with you. Even if I did neither of us would walk straight the next day."

"Duh that's the point, not to be mean Soarin but you only being able to last all of five minutes isn't even enough to get me half way and the regular energy candy isn't working either"

"Shhhh babe, don't say that so loud, anyways didn't you say my size was big enough?" Soarin whispered.

Rainbow dash slowed down to allow Soarin to catch up before wrapping her foreleg around his neck and whispering in his ear. "Yeah I know all about the size, eighteen inches long and ten around is much bigger than most colts or stallions but honestly, size means nothing if you don't have the endurance to back it up."

"But...but Rainbow,.. babe...."

"Buts nothing Soarin, every time we do it you last five minutes tops leaving me hot an bothered the rest of the day. Today will be different, I don't want to be able to walk tomorrow. Do I make myself understood?"

Soarin gulped nervously, he dared not talk back to Rainbow Dash when she was in her full on alpha female mode. He didn't like being walked all over but what could he do? Rainbow was always a amazing ride, especially when she wore that excessively tight green Wonderbolts training suit. Rainbow Dash scowled and Soarin nodded in agreement as rainbow went ahead of him.

I want her to be happy , I want to pound her until she can no longer feel feelings but...when do I get to be the dominant one for once? He thought to himself as he stared ahead at Rainbow Dash's luscious bobbing hips. A few minutes of silent flight went by until Rainbow Dash yelled "Candy store ahoy!" breaking Soarin's zombie like trance as he looked away from Rainbows flank at the shop below.

Leading out the door and halfway around the blocks all kinds of ponies were standing in line. Posh ponies from Canterlot , including Fancy Pants and his wife, some wanna be gangstas from south Clopton and even princess Luna herself. "Ummm Soarin, were gonna be here awhile it looks."

"Hardly Babe, watch a pro in action." Soarin flew down to the front of the line and ignoring the jeer's from the crowd behind and cut right in front of Fluttershy.

"Umm excuse me, you cut in front me and the other ponies in line" Fluttershy said meekly.

"I'm sorry toots but the Wonderbolts have a contract with this shop, which means we get certain privileges."

"Tis not commendable to break the line in front of a lady, dost durst to enrage others over coitus sweets?" Luna said scolding Soarin.

"Oh you see princess Luna, we have a contract that gets us energy candy. I'm here to pick it up, I'm only one extra pony so it's not like they are gonna run out."

Fluttershy's wings flared up and she butted faces with Soarin yelling "Back of the line or I break your spine!" Soarin backed away stumbling from the angry yellow Pegasus. The rest of the crowd hoof clapped and cheered Fluttershy on as Soarin made his way to the back of the line where Rainbow Dash was busy holding her sides, laughing.

"Pro in action huh?" she giggled "I should of stopped ya but I knew Fluttershy would set you straight."

"You knew she was gonna blow up like that? Why didn't you stop me before she made me look like a foal in front of everyone like that?"

"Because you are trying to act like the atypical pompous stallion in front of everyone. You needed a filly like her to set you back into your place. You may be a well endowed colt trying to act the part Soarin, but your nothing but a pussy whipped pretty boy to me."

"But I am a strong colt!" Soarin protested, "I'm strong, fast and mostly a gentlecolt."

Rainbow Dash glared at Soarin when he mentioned "gentlecolt."

"Oh ok maybe not so much the last one but you love me for being me right?"

Rainbow dash gave Soarin a peck on the cheek and a light slap on his rump. "Sure I do, but you need to know that I'm the tomboy in this relationship. You just don't work out as the big buff stallion type hun. Just stick to what you know works, being a pretty boy." Rainbow gave Soarin another peck on the cheek and moved up the line.

Does she really think of me as just a pretty boy?

Both Pegasus waited in line four about a hour before they finally made it inside the shop. "Hey Soarin, hey Rainbow Dash! I guess you are here to buy our newest product?" Lyra asked beaming.

"No were here to buy Soarin a new bow tie" Rainbow Dash replied sarcastically.

"Yes were here to try that new...Vitamin F stuff. I heard from Spitfire that you can go hours on end with no rest. By the way , where is Bonbon?"

"Oh she will be in Canterlot for the next few days getting the patients for the safer version we are rolling out next week. She also delivered several samples to princess Celestia herself. As for the duration of the candy it's six hours to be precise, unless you eat the grape Nights Shade to cancel the effect" Lyra said pointing the the basket of purple candy behind Soarin.

"Wow didn't take Celestia for such a hound dog but I heard there's some pretty nasty side effects to the stuff, is that true?" Rainbow Dash asked.

Lyra cleared her throat and spoke "After taking the candy one must mate with another within forty five minutes of ingestion. Failure to do so will result in the affected individual losing motor control and mating with anything with four legs nearby."

You would think people would read the sign I put out front Lyra thought to herself.

"Sounds like a good blind orgy candy" Rainbow Dash interrupted.

"Ahem" Lyra stared at Rainbow Dash making her grin sheepishly. "Please don't interrupt , this is all quite serious, anyways Self relief does not work, you must mate with some other pony be it any sex. Both parties must continue mating for the majority of the six hours, Failure to go two hours without a serious sexual act can result in death."

"Wait, you can actually die from this stuff?" Soarin asked.

"Yes, Heart failure for stallions and colts and vaginal tearing for fillies and mares. I can completely understand if you don't want that kind of risk, many have walked out today without buying one becuase of it."

"Don't want it? A aphrodisiac that makes you want it so bad it can kill you? Sounds like a challenge to me!"

"Umm Rainbow Dash can we talk about this first?"

"What are ya Soarin, Scootaloo?" Rainbow Dash teased.

Does sex mean more to her than my well being? I mean I like it as much as the next colt but possible death?

"Anyways I will need both of you to sign a waiver understanding the risks of this experimental candy. If you forgo taking the free grape Night Shade with your purchase then you must use the 'Special' spare room up stairs for safety precautions, just in case one of you two doesn't last the full six hours."

"Anything special about that room I need to know about?" Rainbow Dash asked.

Lyra laughed "Well it wouldn't be 'special' if it didn't have a few toys for your pleasure. Strap-ons, fuzzy cuffs, whips and a few other choice items. The rental is ten bits extra if you don't want the grape counter agent with the candy."

"Oh really now?" Rainbow Dash looked back at Soarin with a hint of evil glee in her eye.

"Wait your not planning to? What about the risk or if another Wonderbolt walks in and finds out?"

"Oh the doors and the walls are soundproofed by spells" Lyra added.

"Stop being such a pansy Soarin, it's not like half the team doesn't suspect us anyhow, where do I sign?"

Am I just a sex toy to her?

Lyra levitated a quill, ink and two waivers up from under the counter and placed them parallel next to the register. "I need you to both sign here and if you are paying with personal accounts instead of bits, I need your hoof print below and the name of the account to be charged."

Rainbow Dash grabbed the quill and signed the document with gusto. Soarin on the other hoof walked up the the document feeling apprehensive. Looking up at the Calendar Behind Lyra he noticed both he and Spitfire had a meeting in the morning to iron out the contract for more energy candy. "Oh I see we have a Business meeting tomorrow to iron out the kinks in the contract for more energy candy" Soarin said swallowing nervously. "Maybe we can do that meeting now and get it out of the way?"

"Oh no you don't pretty boy no weaseling out of it this time, I'm getting you to plow me stupid whether you want to or not."

Lyra blushed a little at Rainbow Dashes outburst, it was a little bit more than she needed to know. "We could Soarin but I don't want to keep your mate waiting, besides I need your team captain here to sign with you the co-captain for any formal contract to be valid."

"Oh well... I guess tomorrow then" he said nervously. Soarin reluctantly signed the document as he felt Rainbows angry lustful eyes burn the back of his neck.

"Ok then" rainbow stepped forward pushing Soarin back "so wheres the candy?"

Lyra giggled "well someones a bit too eager to get the party started. You remind me of how Spitfire was a week ago."

"Yeah she told us about that escapade and how you totally broke her like she was a filly."

Lyra blushed Levitating a basket from underneath the register, setting it on the counter. "Please take just one candy."

Rainbow Dash picked up hers with her teeth and started unwrapping it, Soarin on the other hand took his and tucked it under his right wing. "Soarin what are you doing, eat the blasted thing and lets get flank knockin."

"I'll eat mine when we get up to the room, I don't ummm want any little fillies walking in and seeing my dong out. I'm a colt remember you can hide your arousal, I can't."

I gotta talk her out of this, we really need some relationship counseling.

Rainbow finished unwrapping her candy and lapped it up off the counter with her tongue. Sucking slowly, she swallowed with a satisfied gulp. "Wow Lyra, you and Bonbon outdid yourself this time. Great tasting and turns up the heat, by the way when does it start working its magic?"

Lyra looked up at the clock on the wall and started mouthing numbers in countdown. "Right ...about...now."

"Strange I don't feel any..." Rainbow Dash couldn't finish her sentence as she felt her cheeks flush hot with blood. Soon she felt her breathing become a bit more erratic, her flanks flexing , her wings moving to the erect position and her sweating beginning to tighten her green training suit around her body. "Lyra...this looks...like full on heat season..I..I heard that it can get your pregnant, this wont do that will it?" She asked panting.

"Maybe that was a question you should have asked before eating the candy" Soarin said sarcastically.

Lyra shook her head no. "The heat it puts you in is artificial, we have found out through study that it cannot trigger a egg release. Some of the chemicals in the energy portion of the formula counteract that part though me and Bonbon suggest you do not use it more than one time every three days at most. Not for pregnancy reasons however."

"And those reasons are..?" Soarin asked nervously.

"Physical strain, Colgate ended up in the hospital from multiple strains after she went for twelve hours straight two days in a row."

"Re...really? Colgate? Little miss civility Colgate?" Rainbow dash said panting.

"I guess the whole quiet ones being the kinkiest is true" Soarin joked.

"Oh, I think I'm about ready to party babe" Rainbow Dash said.

Rainbow Started to sway her hips in front of Soarin suggestively. He could see her mare hood was completely soaked, her spandex suit tight around her lips from the moisture. The Sight of her sex being completely wet and flexing was a major turn on for Soarin. He soon felt some of his own girth slipping out of its shaft hugging his belly tightly from his flight suit.

Control yourself! We need to have a talk with her upstairs.

Rainbow Dash started walking up the stairs shaking her backside and sending Soarin sexy eye flutters. "C'mon Soarin, come ravage this backside, I know you want to." Soarin could feel more of his girth slide along his belly as he kept his eyes on Rainbow Dashes luscious backside.

Down boy, down! Talk her into you being the dominant one for once , then sex!

Soarin followed Rainbow Dash up the stairs and down the hallway body eager but mind reluctant. As rainbow opened the spare room her eyes shot wide in glee, All kinds of BDSM items were in the room. Rope , racks , leg spreaders, gags, double ended dildos and a shrine at the end of the room holding a Mare Breaker three thousand. "Look at all the neat stuff Soarin!" Rainbow said squeezing her nethers as she walked into the room, Soarin closing the door behind them.

"Ok so, I tie you upside down and ride you, then fuzzy cuffs and a strap on for you. Lastly I tie you to the rack with a ball gag and suck you dry. Maybe I can try the Mare Breaker on ya too."

She is fucking out of her mind! He thought staring at the titanic rubber studded double ended dildo on the shrine at the end of the room. "Umm Rainbow, we need to talk babe. I want our relationship to be more than just random sexual flings."

"Oh you are such a tease, trying to extend my arousal with pointless chatter. Eat your candy already, I need you inside me so bad." Rainbow Dash pinned Soarin to the door with her backside with her tail lifted, her lips had ripped open the backside of her training suit and now where exposed and swollen, contracting hard for him to penetrate. She pressed her lips against his growing girth parting them ever so slightly and started to slide them up his shaft slowly.

Soarin could feel his stallion hood throbbing with excitement, it was already very tight in his flight suit but Rainbow teasing him like this actually hurt a bit as it came to its full size.

Plow her now you know you want it!

Hush body brain is herrnhghg

Colts were built with two heads but only enough blood to run one at a time, take that brain!

Must ..get her...away from ..me

Rainbow Dash continued to rub her lips up his shaft until she reached his tip and bucked hard into the tip of his penis then quickly slipped out, giving him a little kiss with her mare hood.

Brain status report!

Fuck it, I'm out!

Plow! Plow! Plow! Plow!

Dammit body! You're not helping matters!

Soarin barely managed to control his girth as it started to tear his jumpsuit from size as he pushed Rainbow Dash down.

"Oh I see you're finally ready to play, let me get the rope" Rainbow Dash walked over to the closet and started pulling down some rope, her mare hood dripping and flexing excitedly as she unraveled it from a hook.

Calm down , you need to talk with her.

No, you need to eat your candy and then plow so fast you rainboom in her.

Quick think of anything not arousing...granny smith, umm kittens , other stallions wanting to do me.

Oh that's just not fair!

Soarin's Girth retracted about half way, just enough for him to regain control of his urges. "Rainbow babe, I can't do this, lets just take the grape candy thing and talk about us."

Rainbow looked back, dropping the rope in her teeth. "Nuh uh, I will not be denied satisfaction. you're gonna ride me and like it." Rainbow Dash tackled Soarin to the ground and placed her hips directly above his girth and started rocking back and fourth.

There it goes again, think fast!

"Ok, ok you win lemme get up so I can get the candy out of my wing."

Rainbow dash removed herself from atop Soarin's growing girth reluctantly and waited for him to eat his candy. "Dash look it's Spitfire with your new official uniform!" Rainbow Dash turned around beaming only to face-hoof herself seconds later.

Cheese it!

Soarin made a leap towards the window and opened it as Rainbow dash turned around. "Hey where the buck do you think you're going? Get over and plow me already!"

"Sorry babe but I can't do this no more, when you have come out of that we can talk more about us but for now, adios."
Soarin jumped out the window wings spread, gliding away just as rainbow made it to the window.

"Get back here and fuck me stupid pretty boy!" Rainbow dash yelled out the window, getting a few giggles from a pair of mares below.

"Maybe when you stop acting like a controlling bitch we can talk about it. I'll meet you at practice tomorrow when your heads not so screwed up."

Rainbow Dash ran up to the window trying to flap her wings but they wouldn't budge, her body was just too rigid from hormones to fly. "Please come back!" she yelled "don't leave me hanging here." Soarin was already nothing more than a speck on the horizon when she finally got down from the window.

"What...what does he mean I'm a controlling bitch?" She panted heavily, squeezing her backside to compose herself.

Wait, he left...how how long have I been in heat?

Rainbow Dash looked up at the clock above the door. "Oh great I...I have one minute before I snap!" Rainbow Dash opened the door and struggled to walk down the hallway. Her body felt heavy and her thoughts were becoming semi-cloudy as her loins felt like they were on fire, tightening and loosening, waiting for sweet release.

As she made it to the top of the stairs she gave a weak yell "Lyra...I need that counter...stuff...Oh sweet Celestia make it stop!" Rainbow Dash curled herself in the fetal position at the top of the stairs trying to control herself. Lyra saw Rainbow Dash's distress and grabbed a grape Night Shade with her magic. She trotted up the stairs to the top landing "ok Rainbow , open up wide."

Rainbow Dash opened up her eyes but couldn't think straight, she tried to stop herself but her body was moving on its own as it tackled Lyra, pinning her to the floor making her drop the candy.

No body, stop! She commanded.

no I...hurting...must SEX!

Lyra tried pushing Rainbow Dash off of her with her magic to no avail. The horny Pegasus grabbed Lyra by her hips and tossed her lightly up in the air grabbing her upside down by the waist. Lyra tried to grab the candy with her magic which had rolled down the hall only to lose her grip as Rainbow Dash plunged her tongue into her folds. Rainbow Dash licked ina circular motion, teasing and thrusting the edges of Lyra's sex.

Don't...let her...take you like this Lyra, you got to think of a.. Oh sweet Celestia!

Lyra felt Rainbow Dash find the top of her clitoris and she was now sucking and licking it ravenously. Lyra bit down on her own front leg to try and stifle her own moans of pleasure as she reached out to grab the candy with her magic.

Just a bit more...

Lyra grabbed the candy in her telekinetic hold, placing it in her teeth and flipped both her forelegs forward to trip rainbow dash back. As she pinned Rainbow Dash down she had to act quickly, Rainbow dash was already trying to overpower her and continue her meal in Lyra's loins. Lyra angled her waist onto Rainbow Dash's belly and kissed her deeply, shoving the candy in Rainbow's mouth. They kissed for a moment as the candy dissolved and went down Rainbows throat.

The kiss didn't last long as Rainbow quickly overpowered Lyra and was soon ravaging her mare hood again, upside down.

Just a couple ...minutes Lyra...then she will be back in her right mind.

Rainbow dash picked up her pace, tongue thrusting deep into Lyra's folds, making the minty mare let out a little squeal in delight.

I...I guess...Oh...the rumors..were...true, shes definitely bisexual to be this...Oh Celestia! Lyra uncontrollably bucked her hips into rainbow Dash's face as rainbow caressed her magic button with her lips while at the same lashing her tongue just at the top inside of her mare hood.

Don't come...Lyra ...girl... Just one ...more ..minute of, Oh shes too good Lyra bit down on her hoof as Rainbow placed her on the ground with her loins over her head using her weight to thrust harder into her. Lyra tried desperately to not give in but found herself bucking into Rainbow Dash's face, her body's lust overwhelming her common sense. Just as Lyra felt her orgasm start to peak Rainbow dash dropped her backside and stumbled back.

"Oh my gosh I'm so sorry Lyra! I..I couldn't control myself..the..the candy it..Soarin just" She said as she fumbled her words.

Lyra picked herself off the floor thankful it was over but at the same time a bit disappointed that she stopped a moment too soon. "Do..Don't worry about it Rainbow Dash" Lyra said trying to catch her breath. "You hit the forty-five minute mark and Soarin wasn't with you was he?"

Rainbow Dash composed herself and explained that Soarin bailed on her last minute, leaving her standing there without relief. "Well Rainbow dear he did seem genuinely afraid of the whole prospect, also there may be some truth to what he yelled back? I don't like prying into others personal lives but I wonder are you the dominant one ALL the time?"

Rainbow put her hoof on her chin "Well yeah but only becuase hes so soft speaking whenever he wants something."

"Do you think maybe he wants to be the dominant one for once? Its not healthy for a relationship if only one gets all the fun out of that kinda play."

"Then why did he wait until I already was ready to go before bringing it up?"

"Maybe he was..."

"Yeah maybe he has been seeing another mare. Hes been avoiding me a lot recently."

Lyra tried to explain that shes suspecting things that are not there but Rainbow Dash didn't listen. She walked down the stairs and grabbed another two vitamin F candy and two of its counter from the basket in front of the counter. "Put these on my tab Lyra , I have a Chicken boyfriend to catch."

"Rainbow listen Me and Bonbon went through what you and Soarin are going through. Trust me there's no third wheel or anything like that. Its just him feeling pushed around in the relationship too much."

Rainbow turned to Lyra and put the candies in a paper bag by the door "hes a colt Lyra and a very popular one at that. He could have any filly or mare he wants. My instincts are telling me there is a third wheel and I intend to find it." Rainbow dash picked up her bag and stormed out the shop.

Kinda wish we never made this candy now, its been far more trouble than its worth lately.

Lyra looked at her own backside which was still a bit aroused and almost wished Rainbow Dash would have at least finished what she started before the counter candy took effect. "Oh well, I guess the trouble the stuff causes isn't all bad." Lyra walked into the kitchen and levitated the mop to her side.

"Better clean up that hallway and spare room, I have a feeling Rainbow Dash won't be the last pony to use it today."

II: The Plan

Chapter II: The Plan

Rainbow Dash spent several hours flying around town in a half angry, half desperate search for Soarin. I wasn't until dusk that she realized he probably flew all the way back to Cloudsdale or the room he mentioned he rented in Hoofington. Exhausted from her search she decided the best way to find out if there was a third wheel was if she could dig up some dirt on him and she knew just where to start, the Wonderbolts locker room in Canterlot.

Rainbow Dash started to make her way to Canterlot when someone called her name from behind "hey Rainbow Dash!"She turned around to find none other than Spitfire, Captain of the Wonderbolts behind her. "Hey glad I found ya Dashie, I needed to talk to ya about something important."

"Oh umm...whats up Spitfire?" Rainbow Dash asked blushing.

"Well I needed to know if you are open this coming Sunday for a show. Fleetfoot broke her wing today and we needed a replacement for the last part of our act and was wondering if you could lend a wing."

Oh my gosh , Oh my Gosh , oh my Gosh.

Spitfire watched as Rainbow dashes face lit up with excitement, she almost didn't have the heart to tell her the downside. "It's not a position IN the Wonderbolts Dashie, you still need a few more months working on your turns for that." Rainbow Dash Looked downtrodden at the news. "I am however moving you from the trainees list and into the Wonderbolts reserve list. Which means you get to ditch the ugly green trainees suit for the solid blue one."

Rainbow Dash's face lit up with excitement, sure she didn't get into the Wonderbolts but the reserves list was usually next in line and performed occasional shows with the Wonderbolts. "Re-really Spitfire?"

"Better yet you get your own locker in Canterlot and put on the reserve payroll, it's not as much as your weather patrol job but you only do one show a month anyhow till you're a full fledged Wonderbolt."

"Sweet, I was on my way to Canterlot, wanna join me?"

Spitfire agreed and they flew together towards Canterlot, going over the more minute details of her promotion. "One of the other perks is you get to use the Wonderbolts locker room instead of the trainee one in Cloudsdale, I even set you up a custom nameplate for yours."

"Awesome, by the way what did you need me to do at the show Sunday?"

"Well you wont be flying with us per say, your turning still needs work but you have something none of us can do, something even Fleetfoot can't."

"You mean my sonic rainboom?"

"Yep I need you to do a sonic rainboom at the closing ceremony, think you can handle it?"

"No problem."

Time seemed to fly as Rainbow Dash and Spitfire continued to go over minor details. Soon they found themselves in front of the Wonderbolts headquarters on satyr avenue. As they approached the guard stopped Rainbow Dash. "Halt, trainees are not permitted in the locker room, green suits are to use the proper lockers in Cloudsdale."

"Oh come off it steel wing, shes with me. I just promoted her to the reserve list."

"My apologies ms. Spitfire and ms. Rainbow Dash, please proceed" Steel wing said with a salute.

Entering the locker room dash noticed it was much brighter than the trainee room in Cloudsdale, the floor was polished marble and all the lockers were solid silver. There were standard showers with adjustable nozzles, a full jacuzzi and expensive soaps and shampoos everywhere."Wow Spitfire you guys live the good life, even the shampoo costs more than what I make in a month of weather patrol."

"Yeah all the candidates that make the reserve list say that but honestly we get the shampoos and stuff wholesale for as much as we buy. Fame brings fortune and all that, anyways follow me."

Spitfire led Rainbow Dash to a silver locker in the back of the room with her name in rainbow lettering on the top."Wow my own locker, its so pretty compared to that dinged up rusty one in Cloudsdale and the rainbow lettering is a nice touch."

Rainbow dash noticed Soarin's locker was right next to her own. almost forgot about him, I'll take a peak when no pony else is around.

"We put you next to Soarin's locker becuase the team already knows about what you two do in your free time anyways."

Rainbow Dash's ears folded back and her face turned beat red as she turned to Spitfire shocked. "How did you...does that mean...I thought team fraternization was automatic grounds for suspension or removal from the team?"

"That rule is on the book but we never actually enforce it. It's leftover from when my grandpa was team captain. We only even tell the trainees about it so they focus more on improving themselves and not booty knockin."

"I don't get how everyone found out, we were so careful about it. Was it becuase we are always training together or ..."

Spitfire put a hoof to her lips and did a "shhhh" sound before wrapping a foreleg around Rainbow Dash's neck, whispering in her ear. "I know for a few reasons, one Soarin's a smooth talkin pretty boy, if he see's a filly or mare he wants he constantly hangs out with them. Two, It's something every colt or stallion that gets on this team does, ladies love some of the colts and stallions on the team, I think it's the uniform. Lastly I swung by your apartment a week ago and found out you're a screamer."

Rainbow Dash blushed deep crimson, reflexively covering her mouth with her hoof. Spitfire gave a hearty laugh "Don't worry about it Dashie, we all know Soarin's bigger than most. I even screamed the first time he stuck that behemoth in me." Spitfire's backside gave a little quiver as she remembered Soarin's monstrosity in her.

"Wait you and Soarin did it? Also I would never peg someone as strong as you as a screamer."

"I don't think there is a mare on this team that hasn't done him or screamed when he put that thing in them. Should have seen Fleetfoot after he was done with her, she couldn't walk right for a week."

Really? Has Soarin been playing me? Am I just a fling to him?

"Anyways Dashie there's one more thing you need to know about the day you become a Wonderbolt." Spitfire took her foreleg from around Rainbow Dash's neck and gave a quick lick on her flank, making Rainbow Dash jump. "The initiation party is something you will never forget." Spitfire gave Rainbow Dash a sexy wink before heading over to the jacuzzi.

Rainbow Dash stood there for a moment , letting all the information sink in. Great my boyfriend thinks I'm a trophy or a fling, the leader of the Wonderbolts is a sexual deviant and my competition.Great, here I am stuck in the middle of this mess... Rainbow Dash gave a long sigh what would her mother think of her changing to a sexually promiscuous lifestyle over just one mate like her parents were?

She stood there staring at the locker for hours trying to come up with a answerWell, ponies are not naturally monogamous. Mom was accepting of me being bi-curious so this is just the logical extension right? Could I have more than one mate, it would be far more fun and complicated that way at least. I remember in school they mentioned marriage was a new fad over the last dozen generations. Even Celestia came out saying it was kind of a pointless gesture and would eventually fall out of use becuase of how there were so many more mares than stallions in Equestria. I just don't know what to do... Rainbow Dash's thoughts were swimming when Spitfire broke her out of her daze.

"Hey Dashie, whats up? You been standing there staring at your locker for three hours already? Is something wrong?"

"Spitfire I...I'm not sure I can handle the whole multiple mate lifestyle thing Soarin's into. I don't think I can compete with you and the others for attention either. I don't want to hurt our friendship over a guy and I don't know what my parents would say about this new multiple mate lifestyle."

Spitfire walked over and gave Rainbow Dash a warm embracing hug." Listen Dashie, I went through the same thing you have. Both my folks had that mindset and It took them years to accept me for it. Love is where you find it girl, life's far to short to give two bucks about what society thinks or what your parents could have thought. I can help you through these changes and I promise nothing will come between us."

Tears welled up in Rainbow Dash's eyes "umm Spitfire, could we umm talk? Maybe get some food in us?"

"Sure hun there's a lounge around the corner with a fully stocked fridge and kitchen we can use. I'll cook ya a Sky Fire omelet while you talk about your problems." Spitfire walked ahead of Rainbow dash and motioned her to follow. "Wait a sec lemme get out of this nasty flight suit." Rainbow dash took off the flight suit, tossing it in the trash she followed Spitfire down the hall to a lounge full of comfy looking pillows and chairs strewn about the room.

"Take a seat Dashie and tell me whats on your mind." As Spitfire started gathering up the ingredients from the lounge fridge Rainbow dash explained her little bit of a escapade with Soarin this afternoon. "He called me a controlling bitch and left me there hangin. When I went to get the counter candy I snapped and ate out Lyra on the stairs. I don't know if she will ever forgive me for that."

Spitfire looked back at Rainbow Dash while mixing the eggs and spices together "Your not the only one that's gone a little lick crazy on Lyra or Bonbon over the last week Dashie. The candy they made has some real nasty side effects and consequences, both Berry Punch and Carrot Top ended up giving Lyra a tongue lashing a few days ago and Bonbon nearly got the business end of Thunderlane before the counter took effect. That's why Bonbon's been working on a Candy with a magical safety word on it , so they can avoid any more...hot mishaps."

"How do you know all about this Spitfire?"

"I've been heading down there every couple of days to check the progress of the new energy candy Bonbons been working on. The stories of mishaps gone wrong are hilarious, trashy novel worthy even. It took Lyra nearly a hour to overpower Carrot Top and almost the same to get Berry Punch off her. Bonbon was lucky enough that Thunderlane is really small and couldn't penetrate."

"Why so long?"

"I dunno, I think Lyra kinda likes being taken like that. You think she would have the common sense to just float the candy over to them but twice now shes gotten her secret spot hit by total strangers." Spitfire turned on the stove and dumped the omelet mixture into a frying pan.

"Wait...twice? But me, Berry Punch and Carrot Top is three times."

"That's why they are working on the new stuff, Berry and Carrot drank something that interacted with the candy delaying its effects till near the forty five minute break point. They came out of the room asking for a refund when the effect hit them and the first pony they saw was Lyra. They both held her down and took turns eating her out, Lyra's strong but not strong enough to overpower two farmer Earth ponies in heat."

Spitfire opened up the cabinet and grabbed a plate with her teeth, placing it on the counter. "Do you like hash browns with your omelets Dashie?"

"Nah the omelet is fine on its own, thanks."

Spitfire grabbed the handle of the pan and flipped the meal onto the plate and carried it over to Rainbow Dash. Setting the plate on the little coffee table. Spitfire took a seat opposite of Rainbow Dash. "So lets get back to the part where he bailed on ya, I have a hunch you are the dominant one in the relationship?"

Rainbow dash swallowed her bite before speaking "Yeah I guess I'm the alpha in our relationship, why is something wrong with that?"

"That explains the problem then Dashie, me and Soarin had the same problem a couple years ago. How often is Soarin the alpha when you do the dirty deed?"

Rainbow dash chewed her food thinking to herself. Hmm this omelet is good but ...how many times was Soarin the alpha?

Spitfire stared at Rainbow Dash as is reading her like a book "The answer is none isn't it Dashie? You're just like me when it comes to bedtime fun, you have to be the dominatrix all the time."

"I thought Soarin liked that kinda stuff though."

"He does but only if he gets to be the alpha when he requests it. The problem is he's probably still meek about it. You being such a headstrong, intimidating and sporty type just makes it worse."

"So what do I do to solve the problem if he's really bad about speaking up about it?"

Spitfire put her hoof on her chin. What could get Soarin back into the swing of things with Rainbow Dash without him suspecting her kinda faking it for relationships sake. "I have a idea but you have to agree to follow through with it before I tell you."

Rainbow Dash finished the last bit of her meal before staring at Spitfire quizzically I guess I have to agree, I want to fix things between me and Soarin. "I agree."

"Good then, tomorrow me and Soarin are going down to Lyra & Bonbons to work the kinks out of our candy contract. Me and him normally drink some sarsaparilla during the meeting since they take so long. I want you to wear the stuff in locker sixty nine and wait for my signal outside the spare room window."

"Wait are you planning on...?"

"Kinda, I'm gonna spike our drinks with the candy and get him nice and warmed up for ya but won't let him take me. That's when you fly in and put your rump in the air suggestively. I need you to act completely submissive, enough were he can't resist your allure over mine. I'll take the counter and be a kinda coach for you both from there."

"Why would I agree to that and why would you ask for a random three some? That sounds needlessly complicated and like you're trying to get some fun out of it. Why can't we just talk it out like normal ponies? What if he refuses to do the horizontal monster mash?"

"I have never had Soarin refuse a romp but if he does I'll have the counter on me. No harm done. As for talking that's a no go because Soarin's intimidated by you, he has a hard time keeping on topic or voicing his opinion in a direct manner."

"Then why do a threesome if I could just try being submissive alone with him? It still sounds like you are being needy and trying to take advantage of the situation."

"Oh Dashie why would you ever thi...yeah I call seconds." Both fillies let out a little laugh.

"So I guess this will be my first time being submissive and in a threesome I suppose. I'm kinda scared but excited too, do I eat the candy as well?"

"Nope, you need to show him your willing to take all of him, be his plaything for the next few hours without a chemical enhancer. Your a fit young filly, I'm sure you can handle that."

"Six hours might be pushing me to my limit, though I'm more than willing to try if it fixes things between us."

"Good, it's a deal then. Now for the training, I need you to stand up over there Dashie."

"Err...why?"

"Your gonna learn how to be submissive and alluring from a pro."

Rainbow dash got up and stood on top of the coffee table. "Ok so what do I do exactly?" Spitfire got up and circled Rainbow dash looking over her stature.

"Well first thing about being submissive is how you carry yourself, your regular trot is prideful and full of energy but what I need you to do is lower your head and look defeated." Rainbow Dash did as she was told and lowered her head ever so slightly. "Next thing I need is you to change how you look at me, avoid direct eye contact and keep them kinda puppy dog like."

"Wait a second, are you teaching me how to be Fluttershy?"

"Yeah pretty much, you only have to act like Fluttershy when Soarin requests it on occasion, not all the time. Think of it as a play and you are acting the sad defeated prisoner or his personal sex slave."

"It still ...feels weird to not have my head high or make direct eye contact."

"You will get used to it. Next I need you to extend your forelegs forward and put your rump in the air, as if to invite him to mount you." Rainbow Dash bent forward extending her legs and putting her rump in the air.

"Like this?"

"Try and angle it higher and lift your tail up over your back."

Rainbow Dash angled her flanks in the air a bit higher and adjusted her short tail to set directly down her back. She blushed a bit at the thought of exposing herself to Spitfire but at the same time it felt like a turn on being compromised this way.

"Oh very nicely done Dashie, nice fit flank, good posture and a free invitation. Now to work on your pitch, what do you say when you want to get the party started?"

"Do I have to say it? This all feels really weird to me." Rainbow could feel her nethers heat up ever so slightly though Spitfire seemed to ignore it.

"Yes Dashie, ya gotta say it, otherwise we get nowhere."

Rainbow dash gave a sigh "fine. Hey baby I need you inside me, I know you want it too so stick it in already."

Spitfire could barely contain her laughing as she shook her head. "That was so outlandishly corny, like it was from a bad porno flick."

"Well what am I supposed to say then?" Rainbow Dash asked.

"You need to first lower your voice to a barely audible squeak and say something like "Master, please do what you will with me."

"Ok then" Rainbow Dash exhaled and tried lowering her voice to imitate Fluttershy's before speaking. "Please master, take this little filly and make her yours."

"Ehh not bad, needs some work but the pitch is correct."

Rainbow dash stood up straight "So the entire point is he controls what he does with me?"

"Your on the right track Dashie, you do nothing but make meek suggestions. He has the choice if he acts on them or not and if he doesn't just play along with whatever he wants. It makes him feel like a big strong colt, like hes in control instead of being controlled."

"Then whats the point of making suggestions to begin with, wouldn't it be easier just to lay there and let him do whatever?"

"Dashie, the suggestion part lets you secretly be the dominant one, you can slip him ideas here and there and if he acts on them then you are secretly the dominant one. He will be too caught up in his own control and ego to notice you are the puppet master."

"How..how do you all this stuff Spitfire? You're barely two years older than me."

Spitfire blushed "Unlike you Dashie, I actually payed attention in biology class. Males have a something of a problem when presented with a submissive mare or filly. On one hand they were born with two heads but only enough blood to run one of them at a time and secondly after they start base instinct takes over, their body is getting some, they don't notice if the mare is switching from submissive to dominant."

"So your saying is once they start pumping they are mostly on auto pilot?"

"Exactly that, they can think a bit but its mostly uncontrolled lust at that point. The idea is just feed little tidbits into em, let them translate what they want and just go with the flow, that's all there really is to it."

Rainbow dash got down from atop the coffee table as other Wonderbolts started to shuffle into the room for the night. "Hey Spitfire, whose the new filly?" asked a white maned mare with bandages on her right wing.

"This is your replacement for this weekends show, Rainbow Dash."

The mare put her hoof to her chin, tapping it as she tried to remember where she heard that name before. "Wait, winner of the young fliers contest in Cloudsdale and the only pony alive that can perform a Sonic Rainboom?"

"The very same, told ya I would get a adequate replacement for ya."

The white maned mare walked around Rainbow Dash as if inspecting her. She stopped to inspect Rainbow Dash's plumage before shooting a confused look at Spitfire. "Captain, her third layer of feathers is kinda small for turning, you think we should have her get surgery to extend em?"

"Just becuase you cheated to balance your turning with your speed doesn't mean everyone else has to Fleetfoot" Spitfire teased..

"Umm whats this wing extension stuff?"

"Really fast Pegasus typically have underused turning feathers, some train hard to get them to grow while others opt for surgery to get them extended. Fleetfoot here got hers extended becuase she is really fast but turned like she was a flying cow."

Fleetfoot ignored the potshot at her ego and continued inspecting Rainbow Dash. "She's really lightly built too. If you ask me she could afford to gain a few pounds so she leans into her turns better. Anyways I guess you were inspecting her when I walked in? Was that why she was up on the table like that?"

Spitfire & Rainbow Dash grinned at each other. "Yeah I was checking out her suitability for flight" Spitfire said sheepishly.

Fleetfoot gave Spitfire a cold stare, as if peering into her soul before trotting over and whispering in her ear."You are a very bad liar Captain, I know you were staring at that flank, I know I was. I am to assume you plan on making her indoctrination ritual as memorable as my own?"

Spitfire blushed and whispered back "Why do I even try and bother hiding these things from you? Yes, if she turns out to be better than the other blue suit candidates then yes we will do the same with her as your own indoctrination ceremony. You bring the honey this time though."

"Umm are you two whispering what about what I think you're whispering about?"

"Nothing of consequence Dashie just going over logistics with Fleetfoot, you know, Wonderbolt stuff" Spitfire said faking a smile. "Anyways your should probably get a shower before bed, we have big day ahead of us tomorrow."

"Could I just sleep in the lounge? I'm pretty pooped and Cloudsdale is at least a hours flight away."

"Sure, normally we have the bunk beds in the room next door to sleep in but I need to order another couple beds for you and some of the other blue suits I have selected." Spitfire walked up to Rainbow Dash and whispered in here ear "the big clock in the back of the room chimes at six am, try not to let Soarin see ya leave. Don't worry I'll spike the drinks myself before I head home for the night, just leave everything to me."

Spitfire gave Rainbow Dash a wink and she returned it before heading out the lounge and into the locker room.

A shower will feel real nice before all the ..extracurricular activities tomorrow. I hope Spitfires advice pays off.

III: Latex Suits, Ropes & Futanari! Oh My!

Chapter III: Latex Suits, Ropes & Futanari! Oh My!

The Sunlight slowly crept over Rainbow Dash's body as she slept in a pile of pillows on the lounge floor. As the sunlight started to move over her ears she flicked them lightly and stretched. She yawned and slowly opened her eyes, flapping her wings a bit to help her sit up. Taking a gander around the room she noticed it was only her and Fleetfoot in the lounge, the later making herself some breakfast. "Good morning Fleetfoot, you sleep ok?"

"I slept just fine ms. Dash, the lounge pillows are much more comfortable than the old bunk beds we have yet to replace."

Wait ms. Dash? Since when am I a spice product?

"Yeah they are pretty good, much better than my cloud bed at home. Err could you by any chance just call me Rainbow or Dashie? Ms. Dash sounds like you're calling me some kinda spice."

"My apologies Dashie, its a old habit of mine to address new blue suits in a formal manner. Anyways there is a black key on the counter for you from Spitfire. Why she would leave you a key to That particular locker I do not know but be warned, the suit is magically imbued to double ones sensitivity. I would also suggest not taking the crop with you, unless you are experienced enough to handle it."

"Spitfire didn't mention that part, any idea why she would leave that tidbit out?"

Fleetfoot smiled and gave a little laugh. "She typically uses that for herself or another mare she wants to break. She is very difficult filly to please. She likes being dominated but I have yet to hear of a mare that can do it."

I wonder how they can be so casual about stuff that's normally private. That's quite a bit more than what I needed to know about spitfire, although I will most definitely use that in the future.

"Err I have a question about..."

"About why we are so casual about discussing sex related topic's right?"

"Yeah about that, I don't quite get how something that's normally private is out in the open for everyone to talk about. Even my closest friends in Ponyville were never this open about it."

Fleetfoot sighed as she poured herself some coffee, picked it up with her teeth and set it on the coffee table opposite of Rainbow Dash. "Dashie when you are flying out there practicing your very life depends on your teammate's. You have to trust they will save you if a injury like mine occurs."

"I get that much but why be so open about something that's well...not really relevant to flying at all?"

Fleetfoot took a sip of her coffee and stared at Rainbow Dash. "I think a history lesson is in order. Remember the no fraternization with teammates rule you no doubt have heard when you were still a green suit?"

"Yeah, Spitfire told me it was there to make the green suits focus on flying and not well....extracurricular stuff."

"And how many green suits do you think actually follow that rule, including yourself."

"Errr not many I would guess."

"Exactly. Not a single green suit that ever made the Wonderbolts ever followed that rule and I will tell you why. Because buck the rules, most of them were made generations ago by Spitfires grandfather who had very different ideas about how to run a team. He always acted the alpha and thought his views and rules were unassailable, as if set in stone. That he was the absolute last word on anything team related."

"Isn't that how it is right now?"

"No, after Spitfire took over as captain she removed a lot of the outdated patriarchal bull leavings from her grandfathers generation. One of those was the no fraternization rule and can you guess why she did that?"

"Ummm...Because she really really likes to do the jungle swing?"

Fleetfoot slammed her coffee cup on the table making Rainbow Dash jump. "No, that is not the reason. The reason is trust, having a completely open relationship helps one another build trust. If you are so strict that you stop ponies from loving each other it eventually causes more problems than it solves."

"But umm wouldn't all the team fraternization lead to big problems too, like I dunno jealousy maybe?"

"Those problems come around from time to time but if you have a problem other team members are more than happy to help mediate conflicts between ponies. As long as your habits do not interfere with overall team performance then you're free to do whatever." Fleetfoot took another sip of her coffee and noticed Rainbow Dash's confused expression.

"I will cite a example, have you ever wondered why Rapidfire always looks like he has a headache or goofy expression when he flies?"

"Wait you mean that's not his normal face?"

"He has never flown a single show where he wasn't flat out drunk or at the very least hungover, despite our no drinking rule or drug use before shows he ignores this. You know why we let him ignore that rule? Because he is never a determent to the team, he has always flown better plastered than while sober."

"Really? Him and Berry Punch should get together sometimes, I hear shes never sober but that still doesn't explain why the no fraternization rule is ignored."

"I was getting to that. Do you know what equine Estrus is?"

"Umm...I think I do but I'm not old enough to have gone through it yet. I think I will go though my first heat season sometime early next year."

"Then you have no idea exactly how bad the urge to mate is for those four days twice a year is for both sexes. Sure there are drugs one can take to avoid heat season but the side effects make you sick for a week in it's place. Before Spitfire changed the rules females were a very rare sight on the Wonderbolts. Do you know why this is?"

Rainbow Dash thought back to the poster of the the old Wonderbolts she has in her room in Cloudsdale. Shes right with the exception of Sunflower and Twister eight of the ten last generation members were colts or stallions. "I can't say I know offhand but I guess the whole Estrus thing has something to do with it."

"For four days a mare in heat will allow nearly any suitor to mount her in a attempt to conceive a foal and while the urges are not as strong in a stallion, accidents do happen."

"Wait some of the guys would take advantage of how vulnerable the female members were?"

Fleetfoot sipped her coffee before continuing "Yes some of the younger colts could not control themselves and would take advantage of the mares. This would get the mares kicked off the team becuase Spitfires grandad was a patriarchal ass and the mares couldn't remember who they actually mated with becuase of the heat. Many mares ended up with foals they never wanted and many Colts could never admit it was theirs for the risk of losing a very well paying job."

"Wouldn't the same problem exist now?"

"With the anti-fraternization rule out of the way everyone is free to explore relationships without serious penalty, mares build trust with the stallions to mount or not mount them during that time when she can't control herself. The stallions are more than happy to claim a colt as their own in case a pregnancy occurs, which doesn't happen often now that mares can take the pill to prevent it."

"And if a pregnancy does occur and the stallion doesn't claim it?"

"That's never happened before but it would change nothing, every mare here treats any foals like they would their own, same with the stallions. We are far more than just a famous flight team or job. We are a a herd, one big family that loves and looks after one another."

"I still don't get it."

Fleetfoot let out a exasperated sigh "under the old system the team was weak, one alpha stallion could toss you and your hungry foal out on the street with nowhere to go becuase nature cursed you with being female while the males got off scott free."

"Spitfire changed her grandads unfair rules I take it?"

"Originally she was in school for biology with history as a minor. She originally had no intentions of taking over the Wonderbolts but after her father refused to take over fate dealt her a very different hand. She refused at first but Celestia pushed it on her as a challenge and you know how spitfire can get about being challenged."

"Don't I ever, The day I made green suit I challenged her to a race and she left me in the dust."

Fleetfoot tried to take another sip of coffee but groaned when she noticed her cup was empty. "Yes she never turned them down and the day Spitfire took over she used her knowledge to change everything about how the team works. She returned the trust and bonds of family her grandad had removed and made us a herd again, just like old times."

"How did Spitfires grandad take it?"

"Oh he was absolutely livid about it, Celestia had forced him to choose a successor and the only option in his family left was Spitfire. He didn't like the idea of a mare running things so he stayed with the team as a coach. He constantly belittled the female members and butted heads with Spitfire quite a lot. One day he took it too far, Sunflower went into heat and got pregnant and the stallion White Rain wanted to claim the foal as his own. White Rain was one of the best flyers we ever had so Sun Blaze ordered him to keep his mouth shut and refuse to claim the foal as his own. He then proceeded to kick Sunflower off the team under the old fraternization rule. This didn't sit well with White Rain and he told Spitfire immediately."

"That sounds really unfair. Did spitfire step in?"

"She cornered Sun Blaze out in the practice field the same day and had more than just a minor disagreement with him. Sun Blaze raised his hoof to her as if her were still in charge and struck Spitfire on her right wing. Some of the team members saw this and tried to step in but Spitfire ordered them back. She ended up breaking Sun Blazes entire ribcage and back legs in the ensuing brawl."

Rainbow Dash gasped as she fumbled with her words. "but..but...Sun Blaze was huge, hes easily five times Spitfires size! Even some of Celestia's guards looked small compared to him."

"She didn't walk away unscathed, she broke both her wings that day, After the brawl she had the Canterlot guard remove Sub Blaze from the building. They never spoke to each other again, Spitfire didn't even attend his funeral, not after she found out how many lives and families her grandfather had ruined."

"What happened to Sunflower and White Rain?"

"Both wanted to quit the team in disgust but Spitfire talked them down to being on the reserve list. She used the money in the treasury to write out retirement contracts for both of them in case taking care of the foal took priority over their team duties. Both of them are still on the reserve list to this day and even visit from time to time with their daughter Rain Lily."

"And the other members that had this happen to them?"

"Spitfire nearly emptied thirty years of treasury savings in one month. She tracked down all the affected mares and made good with them. She bought them each homes for them and their foals, as well as a very generous retirement pension. When she ran out and still had ten more former members to go she started working her flank off at shows, even Celestia herself pitched in to compensate those hurt."

"Wow, I didn't take Spitfire for a philanthropist."

"Its not about philanthropy, It's about fairness and making things right. Her grandad lacked her sense of justice and fairness opting to use a outdated patriarchal system his parents used instead."

"So shes more than just a captain?"

"Everyone of the team respects her and treats her as if she was their own sister. She thinks of the whole team as a family and continues to treat it as such. Everyone has been much better off becuase of her changes and if you have problem she will gladly help you find a resolution. To quote a bad song shes never gonna give you up, never going to let you down, never going to run around and desert you."

Did she seriously just quote that song?

"Anyways I suggest we finish this history lesson later, If you are to patch things up with Soarin you need to get the items out of locker sixty nine and be on your way, remember to avoid taking the crop with you unless you have a high tolerance for pain."

"Thanks Fleetfoot, you put my mind at ease."

Rainbow Dash grabbed the black key and tucked it under her wing and trotted out of the room when it struck her wait, how did she know about me and Soarin? Rainbow Dash looked back to find the room empty. huh, she pulled a Batmare on me. Rainbow Dash trotted into the locker room and started counting the numbers above the nameplates trying to locate the proper locker for the key she was holding under her wing.

"Forty-four, forty-eight" as she counted the locker numbers she caught the glimpse out the corner of her eye of a solid black locker at the end of the row. That must be it she thought. Rainbow Dash walked up to the locker and pulled out the matching key from her wings and stuck it in the keyhole. The locker slowly creaked open revealing a small red button at the bottom of the locker that said "mares press here." Rainbow dash looked around the inside of the locker and found nothing else in it aside from a piece of paper that had "don't be afraid" written on it.

"Oh well here goes nothing" Rainbow Dash reached out and pushed the button at the bottom of the locker with her eyes closed. A few moments of silence passed as Rainbow Dash opened her eyes to find the locker was no longer black. "Is this some kind of joke? A color changing locker is hardly....huh." Rainbow Dash felt something cold moving up her back legs, she looked back to find a black liquid substance moving up her legs and over her flanks. "What the hay is that!" Rainbow Dash tried bucking but couldn't seem to move her back legs. She tried pulling and flapping her wings to no avail, whatever the stuff was it was holding her down to the ground.

Calm down girl, Spitfire wouldn't send you to anything that would hurt you.

Rainbow Dash inhaled deeply to calm herself as the cold black substance moved over her chest and belly. She closed her eyes and felt the substance meet up at her wings and slowly begin to wrap tightly around her body. So opened her eyes in surprise as the substance moved over her neathers and tightened up around the base of her tail.

Cold! Cold! Cold!

Rainbow Dash let out a little squeak as the substance finished tightening around her neathers and began to settle into a thin layer of black.What is this stuff she wondered. She slowly inspected her body,moving the latex like substance, poking it with her hooves taking little bites at it in a attempt to figure out what it was. It kinda feels like my trainee flight suit but...I wonder. Rainbow Dash remembered Fleetfoot's warning about double sensitivity and moved her hoof slowly down her belly to her lips to investigate. As her hoof reached her nethers she rubbed them slightly and gave a gasp, quickly pulling her hoof away.

Oh wow, I have never been that sensitive before!

Rainbow Dash peered into the locker again and saw another button next to the one she pressed marked "Suit removal", A small piece of paper the size of a greeting card and a leather crop. Rainbow picked up the card and read aloud

"Thank you consumer for testing the submissive-tron two thousand prototype. On the back of this card are commands that are only for your mates eyes, avoid reading them unless you want to be punished like a naughty little mare. We hope you enjoy yourself and the pleasures this new technology brings."

Rainbow dash turned the card over only to find jumbled letters floating around on the back of it and the word at the top reading "Oh, you're a naughty little mare!" The suit stretched out at her flanks and snapped back down like a rubber band. "OW" Rainbow Dash yelped as the tight suit collided with her flanks. This is really weird, this thing must be magical or something. The suit moved by her wings and a small tendril creeped out, grabbing the card from her and holding it tight between her wings.

Rainbow Dash tried nibbling at the card to get it off but gave up after the suit gave another snap on her backside. "Fine , fine, I guess Soarin needs to see that anyhow." Rainbow dash closed the locker and heard someone opening up the side door to the locker room. A light blue Pegasus With a navy blue mane and tail walked by in Rainbow Dash's peripheral vision. Was that Soarin? Rainbow Dash tiptoed silently behind the second row of lockers and looked down the row. There stood Soarin whistling to himself while putting on his flight suit & goggles.

"I wonder where Spitfire is? Shes normally here before me" Soarin said looking around. Rainbow Dash darted behind the locker as Soarin looked her direction. "Oh hey Rainbow Dash..."

Uh oh, did he see me?

"Made the blue reserve team. I'll have to plan a surprise for her later." Rainbow dash repositioned herself and peered behind Soarin though the cracks between the lockers. Is that a picture of.. Soarin picked up a picture of Rainbow Dash from his locker and gave it a kiss.

"I really need to talk to her, smooth out the problems between us. I still feel bad about bailing on her when she was barely in her right mind yesterday." Soarin gave a sigh as he put the Picture back in his locker and shut the door. "I'll make it up to after the meeting." Soarin walked into the lounge "Oh hey Fleetfoot how ya doin?"

This is my chance to get away, stick to the plan, Spitfires probably already waiting for ya at Lyra & Bonbons candy shop.

Rainbow Dash darted from cover to cover until she reached the exit of the building. I'm home free As she left she butted head first into the side of someone. "Hello ms Dash, I take it you enjoyed the accommodations?"

"Umm yeah sure, can you do me a little favor?"

The giant door guard lowered his head level to hers "Speak and I may."

Rainbow Dash's ears folded back, she didn't realize before how big, strong and creepy he looked in the light. "Oh I am sorry I'm doing it again aren't I? Sorry I tend to intimidate those I wish to be friendly with on accident. Please continue with your request."

"Could you possibly delay Soarin when he comes out, I need to get ahead of him."

"You want me to delay the co - captain of the Wonderbolts for no reason?"

"Ummm....yes?"

The guard stared at Rainbow Dash as if peering into her soul and said "Okay then but I ask a favor of you in return."

"Sure what is it?"

"At my home I have a set of armor signed by every single Wonderbolt over the past forty years, when and if you become a Wonderbolt I would like you to sign it as well."

"Sure no problem." Rainbow Dash Spread her wings and took to the sky towards Ponyville waving at the Door Guard behind her. Need to make it to Lyra's and Bonbons place before Soarin arrives to set everything up.

***

Rainbow Dash arrived in Ponyville a hour later but much to her dismay Spitfire was nowhere to be found. She quickly busied herself opening the spare room window of Lyra & Bonbons candy shop and hid herself in a nearby tree awaiting Spitfire and Soarin's arrival. They are both taking there sweet time, it's been a hour almost and this suit doesn't exactly breathe very well. The door of the shop opened and Lyra stood at the entrance looking at the sky tapping her hoof impatiently.

"Where are those two? It's not like them to be this late." Lyra frown formed into a smile as she spotted a familiar flower corn blue Pegasus on the horizon. As Soarin came within yelling distance Lyra yelled up to him "Hey have you seen Spitfire? Shes normally here before you."

The blue Pegasus Landed in front of Lyra. "No sorry, I was expecting her here, even more so after the door guard kept me up." Soarin Reached into his blue saddlebags and pulled out a stack of papers. "I brought my half that I needed to sign, shall we get to work?"

Lyra looked into the sky searching for any sign of Spitfire. "I guess we could get half the paperwork out of the way. I just hope she gets here soon so we can get the rest finished before I open shop."

I hope she gets here soon becuase this suit is bucking hot.

***

A hour had passed and both Soarin and Lyra were finishing up the paperwork from the co-captain for a new order of energy candy. "Well I have to open shop in a hour or so Soarin. I guess me and Spitfire can finish the other half later in the week."

Soarin bowed his head "I'm sorry Lyra, normally shes so punctual about this kinda thing. Something big must have happened to keep her up." Soarin opened up his left saddlebag and pulled out two bottles of sarsaparilla:raspberry storm and set them on the counter. "Normally me and Spitfire try a new flavor when we are out on business but since shes not here would you like to share the other with me?"

Lyra looked over the label and smiled "these are not due out on market for another three weeks, how did you get a hold of them so early?"

Soarin pointed at his flight suit "We get a lot of requests to try out prototypes of all sorts of stuff. Being a Wonderbolt has its little perks ya know." Soarin popped the tops of both drinks and held his up to Lyra's as she picked it up. "Cheers?"

"Cheers" Lyra replied. Lyra and Soarin bumped bottles and drank at the same time, emptying both small bottles at once when suddenly Lyra choked, coughing up a small fragment on the floor.

"You ok Lyra?"

Lyra coughed a bit before answering "Yeah I'm fine, looks like not all the ingredients dissolved properly into the drinks." Lyra looked at the small fragment she coughed up and her eyes went wide. "I hope that's not what I think it is."

"Think what is?"

Lyra picked up the fragment with her magic and set it on the counter. "This looks suspiciously like Vitamin F." The fragment was light pink and had little red, half melted hearts on the inside of it. "You want to explain yourself Soarin?" she accused, panting slightly.

Soarin bent down closer to inspect the fragment and then looked into Lyra's eyes. "It wasn't me I swear, normally me and Spitfire only ..drink..." very funny Spitfire he thought. "Spitfire, shes trying to prank me."

"Not to worry I should have few spare Grape Night Shade under the counter" Lyra said panting. Lyra ducked under the counter going through some candies muttering to herself. "No, no that's not it, I could of swore we had another one."

Soarin stared at Lyra's flanks high in the air and had to hold himself back from pouncing on her. Control yourself Soarin she will find the counter and nothing will happen. He started to feel his member slowly starting to inch its way out of its shaft. Down boy! I know she has a nice behind but this isn't the time for this. Soarin tried to calm himself but it only seem to accelerate his arousal making his member swell and continue up his belly, hugging his flight suit tightly.

"Uh oh, that's....that's not good" Lyra lifted a empty basket onto the table with a note attached.

"Dear Lyra, I took the spare grape Nightshade from this basket to Canterlot becuase we were out. Hope this isn't a problem.

with love Bonbon"

Lyra looked around the basket at Soarin and gave a little gasp. "What in Celestia's name is that thing under your belly Soarin!?"

Soarin looked down and saw his member pulsing hard in his suit. It had reached its full size of eighteen inches and was easily as big around as a jar of pickles. "Oh that's my umm.." Soarin blushed "my little buddy?"

Lyra stared at it for a moment "Little?!" she said as she squeezed her backside to control her excitement. "That...thing is hardly little, I have seen horses smaller than that." Soarin blushed, trying to hide his girth from Lyra's wandering eyes. "Anyways I..I oh" Lyra's body shivered and her horn let off a few sparks as she fought to control herself. "I need to find anything with Grape Wort in it becuase the other option is...well lets just say I don't want you sticking that behemoth in me if I can help it, I would like to be able to walk the next day."

Lyra frantically looked through the kitchen for any product with grape wort in them when Soarin called to her " can't we just eat Grape Wort raw?"

Lyra yelled back "apparently that monstrosity between your legs robs you of common sense. Grape Wort mushrooms are lethal raw, you have to cut out the underside and then boil them to remove the poison before consumption, even then you have to mix it into breads or candy to avoid making you sick." Lyra stopped and gave a little gasp as her backside flexed, seeking relief. I gotta find something, last thing I need is a male plowing me for six hours...even if he's well endowed.

Lyra spent the next twenty minutes tearing the kitchen apart only to find nothing but some long expired pickled Grape Wort in the back of the fridge. Stopping again to squeeze down on her quivering lips she noticed Soarin wasn't doing much better than herself. She looked up at the clock and realized she had seven minutes before both of them would pounce each other in uncontrolled lust anyhow.

"Soa..Soarin, we don't have a choice in the matter.Upstairs.Spare room.NOW!"

Soarin looked up at Lyra with puppy dog eyes "but...but there's gotta be another way, I heard you don't like males."

"I don't particularly fancy them but the other option is no control rump wrestling for six hours or semi-controlled rump wrestling. Follow me upstairs , I'll set the rules for this....venture.

Lyra walked up stairs, her wet sex dripping on the polished hardwood as Soarin followed, his member starting to rip open the bottom of his flight suit. When they reached the spare room door Lyra turned around and stared at Soarin, her eyes wandering to his member that was ripping through his flight suit with each throb. "If you absolutely must put that thing in me try to be gentle and go only a third of the way in. I have never even seen anything that size before, I'm not sure I could take the whole thing in and still be able to walk tomorrow."

"I...I'm really sorry about this Lyra, Spitfire should know better than this."

"She probably intended it for you and herself for some reason, doesn't mean I won't get her back with the mare breaker later, Anyways lets...lets get this over with." Lyra opened the door into the spare room only to find a familiar rainbow maned Pegasus laying on the bed, a distressed look in her eyes.

"Ra-Rainbow Dash?" Both said in unison.

"What are you doing up here?" Lyra asked.

"I'll explain after we start" Rainbow Dash stuck her flanks in the air and flicked her tail onto her back making it sort of merge with her mane. She turned her head curved her lip and gave Soarin the biggest puppy dog eyes. "Please master, I am here to serve your every desire, please do with me what you will."

Soarin walked by Lyra and up to the bed where Rainbow Dash was positioned provocatively and turned to Lyra."I have a guess Dashie and Spitfire planned this Lyra, is that true babe?" Rainbow Dash nodded in agreement but kept her eyes on the bed.

"I've been a bad filly, I need to be punished."

Soarin looked at Lyra and Lyra nodded jumping on bed and lying down legs spread in front of Rainbow's head. "Punishment one, eat me out, no holding back." Soarin positioned himself behind Rainbow Dash, his member breaking out of his flight suit and flopping between Rainbow Dash's legs, teasing her belly.

"I see you are wearing the test submissive suit babe, lemme show you some tricks. Suit, open rear passage." The black suit opened a hole just wide enough to hug Rainbow's lips but still allow penetration. Rainbow Dash gave out a little gasp as cold air hit her loins for the first time in hours, making her body quiver with anticipation.

"Ahem" Lyra interrupted "It's four minutes before the candies second effect kicks in, you can either satisfy me now or spend the next six hours getting broken between the two of us, your call." Rainbow Dash looked at Lyra's dripping wet sex with apprehension well its not like I haven't been there before, nothing ventured nothing gained. Rainbow Dash plunged her snout into Lyra moist sex and began licking the outside of her lips in a circular fashion getting a excited gasp from the minty mare.

"Atta girl, now how to approach this...aha. Suit, hip tighten." The black suit gained some buckles binding rainbow Dash's hips tightly together. Rainbow Dash gave a little gasp That thing will never fit if I can't spread out a bit. Soarin dragged his member out from between Rainbow Dash's legs and pressed it up against her sex, teasing her. "So Rainbow Dash, do you want it?

Rainbow Dash looked back into Soarin eyes much to Lyra's displeasure and muttered "yes master, I beg you to put it all in me."

Rainbow Dash went back to pleasuring Lyra when she felt the tip of Soarin's massive member spread her entrance, entering her innards a couple inches. Her entire body quaked with pleasure and anticipation and she felt her insides clamp down hard on Soarin's member. I don't...I don't remember it feeling this big! she thought as more and more of Soarin generous girth slid slowly into her, wracking her entire body with pleasure at every inch she took of him. Rainbow continued to lick Lyra while trying her best not to buck into Soarin greedily.

Rainbow Dash's breathing started to stagger as her insides burned for more of Soarin to enter her. Soon she felt Soarin's hips meet up with her own and she realized she had taken the entirety of Soarin's member inside her. She looked back as Soarin slowly pulled it out, her insides squeezing it the entire way, wanting more. As he pulled half his member out he looked down into Rainbow Dash's rose eyes and whispered "I'm gonna take it slow first but be prepared to brace yourself if I pick up the tempo." Rainbow Dash nodded as Soarin began to pull out most of his member and started rhythmically slow thrusting her.

She turned her head and caught Lyra's sad lustful gaze, her orange eyes looking down on her begging for relief. Rainbow Dash nodded and attempted to lick Lyra's neathers when she was stopped by Lyra's hoof holding up her chin. " I have a much better idea" Lyra said seductively. Her horn glowed a light green color as she directed her magic towards her loins. Rainbow Dash watched as Lyra's special button spread out as she winced in pain, soon it was elongating in size as Lyra twisted her body and panted heavily.

Rainbow dash watched with awe as Lyra's clitoris formed into a fair sized throbbing, erect penis. "So Rainbow Dash, what do you think? It's not Soarin's size but then again I don't think anyone could deep throat that much." Soarin blushed deep red at Lyra's comment and began to pick up the pace of his thrusts slightly.

"Ly..Lyra" she panted trying to control her breathing as Soarin continued thrusting rhythmically into her. "How did you...I never seen a mare with stallion equipment ...oh..Oh..like that."

Lyra looked down at the panting cyan Pegasus "would you like to taste this big mare dong?"

Rainbow Dash stared back at Soarin "do you want me to relieve Lyra, master?" Soarin looked at Lyra and her throbbing girth and smiled.

"I have a idea, go ahead and start on her, but lightly at first." Soarin had a idea and shouted a command " Suit , front & back legs, rope to the ceiling." The suit reacted to the command and shot little black strands from Rainbow Dashes legs, attaching to the ceiling, suspending her a few feet above the bed, legs stretched out to her sides. Lyra stood on her hind legs bracing herself against the black strands and waved her member suggestively in front of Rainbow Dash.

Rainbow Dash pondered for a second what Lyra would taste like. "C'mon Dashie don't leave a mare hangin." Rainbow Dash gave a sexy wink and started to tease Lyra's member by running her tongue up the bottom of the shaft before giving the head a sharp kiss, making the minty mare lean her head back, gasping in delight. Suddenly a thrust from Soarin made Rainbow Dash swing forward, engulfing Lyra's entire member in Rainbow Dash's mouth.

Rainbow stared up into Lyra's eyes, a shocked expression on her face and wondered. Is the suit repressing my gag reflex? Lyra looked down at dash and asked "It...It's not too deep is it Dashie? I don't want to hurt you" She said panting.

Rainbow could feel the tip of Lyra's girth at the back of her throat, She slowly rolled her tongue around the underside of Lyra's shaft, getting a little moan from the minty mare. Lyra looked down upon Rainbow Dash "Suck me dry, I beg of you." Rainbow Dash returned with a smile and started bobbing up and down, her tongue teasing the bottom of her shaft and licking off the tip with each motion. "Oh buck YES!" Lyra yelled Sweet Celestia shes fucking amazing. I thought her tongue skills were...oh my. Rainbow Dash was rolling her member in her mouth, sucking at the tip while dragging her lips across the top of the shaft.

Lyra let out a loud moan, grabbing Rainbow Dash's head and thrusting greedily into her mouth, which she took without complaint. "Dashie, babe, do you want the full three hole special?" Soarin asked.

Three hole special? Does he mean anal? But there is only two of them unless... Rainbow Dash looked back with a worried expression on her face. This didn't escape Soarin and he pressed the question again "You don't have to if you don't want to babe." Rainbow Dash stared at Soarin and slowly nodded yes.There's always a first time for everything and I want to make him happy so..

Soarin smiled and yelled a command at the suit "Suit, it's a triple play!" The black latex hugging Rainbow Dash's backside rose up behind her flanks and formed a medium sized solid dildo. "Ok then suit, plug her up, maximum tempo!" The moderately sized black object plunged into Rainbow Dash's anus getting a loud whimper from the cyan Pegasus.

Huh , I thought that would hurt but it only pricked a bit. The dildo started out slow making Rainbow Dash squeeze her backside reflexively, moaning, wanting more. I'm glad its not too big, if that was Soarin's back there I might need corrective surgery afterwards.It felt ...different but at the same time oddly right, her body contracting, heating up as every orifice on her body was filled.

Soarin pulled out all the way and slammed into her backside hard making Rainbow Dash scream in delight as he bent over to whisper in her ear. "I'm gonna go full bore now, I'm going to make you cum so hard you never forget it." Rainbow Dash looked back at him but only for a second as Lyra increased her thrust tempo, hitting the back of her mouth hard. "Suit, second tongue, clitoris, set to ravage." The suit did as commanded and formed a small wet latex tongue under her belly that arced up and began licking her pleasure button with increasing gusto. Soarin stood back up and placed his hooves firmly on Rainbow Dash's flanks "and now babe, for the main course!"

Soarin pulled his member out again three quarters of the way and grunted, increasing his girth greatly. Rainbow Dash braced herself as Soarin plowed into her wet sex hard and fast, pulling out all the way and slamming into her backside. The dildo in her back began twisting and thrusting faster and faster. Lyra picked up her pace, forcing her member in faster than Rainbow Dash's could handle.

My...my butt...my...button..my everything is on fire..can't hold out... much longer. She felt Soarin's girth spread her wide then pull out, getting nearly three full thrusts per second, each sending waves of pleasure down her spine. The suit was working hard, making her lips and anus contract, only increasing the pleasure from Soarin's powerful thrusts. Lastly She felt Lyra reach her breaking point, holding Rainbow Dash's head close to her hips as she screamed out.

"Cumming! Cumming! I..I can't hold it in anymore!" Lyra gave one final thrust before holding her member in Rainbow's mouth, shooting massive waves of her seed down Rainbow Dash's throat. So much that Rainbow couldn't swallow it all, coughing some back up on Lyra's waist as the minty mare collapsed on the bed twitching in ecstasy. I...I have a idea.. "Hey..hey Soarin, I be..bet you will cum ....long before ,Oh Celestia, I will."

Soaring grinned "Oh I still see you have some dominant in your eh? Too bad you're wearing that suit though."

"Wh...what do you mean...I already ...know ..about the..increased sensitivity, you Hnnngg are....not ..match ..for ..me" Rainbow Dash knew she was bluffing, her body screamed out for release but her pride kept it just outside of the orgasm zone, a feeling she enjoyed as she extended her pleasure.

"Suit, increase sensitivity setting from two...to ten!"

Rainbow Dash screamed out in ecstasy, each thrust felt like five Soarin's filling her at once, the toy in her anus made her clench her entire backside down hard and the latex tongue teasing her magic button felt like a dozen experienced mares were all over it. "Soarin I'm...cu..cumming..no...fair! AHHHHH oh Celestia!!" Rainbow Dash tried to fight the oncoming orgasm but found her willpower breaking down with each of Soarin's powerful thrusts. She attempted to reposition her body in a fashion to make the thrust less pleasurable but the suit stopped her cold, licking and thrusting harder, making sure her body could not position itself to deny Soarin his victory. Only ..one ..way to.. Rainbow Dash bucked her hip onto Soarin's shaft and quickly regretted it, the suit had anticipated her actions and contracted her backside hard, allowing Soarin to hit every nerve ending inside her with each massive thrust.

"Oh Celestia...n...no...cumming....cumming!" Rainbow Dash felt her entire body seize up, her entire backside squeezing as hard as it could, begging for more. Rainbow Dash looked back into Soarin's eyes panting heavily, her fluids glistening off of his cock and waist. " No..no fair master, you...didn't come with me."

"Oh I'm not done...I'm gonna make you cum five times before I do."

Soarin, the dildo and latex tongue picked up the pace again. Oh my...be...better get this over with...mind blanking ..out...
Rainbow Dash squeezed her backside down hard as the second, third and fourth orgasms wracked her body with pleasure over and over again. Body..on..fire, mind breaking...just one more time! Please Celestia only one more time! Rainbow used the last of her fading strength to look back at Soarin who was thrusting in pure unadulterated primal lust, building up her fifth orgasm. "Ma..master...please I beg...cum with me, fi..fill me with your seed and make this little filly a real mare!"

Soarin nodded his head in agreement and picked up Rainbow Dash and fell back snapping the thin strands holding her to the ceiling. As Soarin fell back holding Rainbow Dash she felt his titanic member go deeper than she ever felt anything could go. Her thoughts went blank, replaced with only the urge to have as much of him inside her as possible. She crossed her legs and squeezed tighter than she every did in her life screaming. "Break me! Break Me! Fuck the brains out of this little filly!"

Soarin gave one more powerful thrust, blowing his entire load inside as her entire body seized up in one final epic orgasm. Rainbow Dash could feel the last vestiges of Soarin's orgasm enter her body, her thoughts were cloudy and her mind still buzzing from the erotic high she just experienced. Soarin slowly let her down onto the bed, pulling his member out of her body as she still twitched and air humped for more. Noticing that the suit was still busy pleasuring her mostly unresponsive body he whispered "Suit functions off" and nuzzled up against Rainbow Dash. She was already fast asleep, her body still twitching occasionally from the remnants her emotional high.

Lyra sat up and stared at the unconscious rainbow maned filly "is she alright?"

"She will be fine, her body is just exhausted. The top setting for this suit for just a few minutes is like going at it for a entire twelve hours all at once."

"Twelve hours?! I guess that means it's just you and me for the next four hours huh?"

Soarin sniffed at the air before looking at the door. "Maybe not, Spitfire I know you're listening in by the door, I can smell your spring breeze perfume in the air." The door slowly opened revealing Spitfire grinning sheepishly.

"I'm sorry I got held up, kinda overslept a bit an had to bail out Rapidfire again for public drunkenness. I saw both bottles downstairs empty and figured you and Rainbow Dash drank them but...I see that's not the case is it?"

Lyra stared right at Spitfire and grinned "no, your little shenanigans got me involved but that's just fine I already have a plan to get you back."

Spitfire stepped back "oh there's no need for that, I brought some the the Grape night Shade with me, see?" Spitfire reached back into her saddlebags and pulled out two purple wrapped candies with her teeth. "See eat these and no harm done."

Soarin looked at Lyra and shook his head. Lyra nodded in return lighting up her horn she pulled both Spitfire and the candy into the room, closing the door behind her. "So Spitfire, I heard from a reputable source that you need to be reacquainted with a close friend of ours."

Spitfire kicked in the air trying to break Lyra's magical hold on her "an...and who would that be?" Lyra picked up a large studded double ended dildo from a stand at the end of the room and held it up to Spitfire's face.

"The...the Mare Breaker Three Thousand? That's a harsh punishment Lyra, maybe we can talk it over?"

Lyra's Horn lit up creating leg spreaders on the back thighs of the yellow filly and some shackles holding her firmly to the floor. Spitfire looked over her back in horror as the mint green mare paced back and fourth behind her, inspecting her nethers. "Oh my, somepony is already dripping wet back here. Did listening in on Rainbow Dash turn you on you naughty filly?" Lyra grabbed the zipper just below Spitfires tail with her magic and slowly pulled it down revealing her quivering, wet sex.

"Ly..Lyra, please have mercy on me, I only did it to help Rainbow Dash & Soarin's relationship."

Lyra put her hoof on her chin tapping it slowly in deep thought Maybe ill start with something less intense than the Mare breaker, I'm still kinda spent from that blowjob. Lyra dropped the Mare Breaker toy on the floor and proceeded to mount Spitfire. "I'll start out with you slow, I'll use my own equipment first" Lyra said pointing at her erect member.

Spitfire couldn't help but stifle a giggle "I see you know the futa spell, too bad that things not nearly large enough to challenge me."

Soarin spoke up "maybe not Captain but I have something that might. Suit body change to Spitfire." The black suit rolled off of Rainbow Dash's body into a ball before shooting over and striking Spitfire in her side, quickly settling into its familiar latex covering. "Suit, sensitivity setting set to ten also hip bindings if you will."

Spitfire gasped as small buckles squeezed her flanks together in her extra sensitive state. "Soarin, are you crazy? Ten sensitivity is enough to fuck my brains out."

Soarin smiled "I know you, I know all about your submissive side and how very few mares can handle you. This is what you waited for right?"

Spitfire looked at the ground and mumbled "yes."

"Well then lets get the party started then!" Lyra positioned herself above Spitfire grabbing her tightly around the belly and biting Spitfire's mane with her teeth for leverage. "Let my payback...begin!"

Spitfire waited, holding her breath as Lyra plunged into her hard, making her neigh aloud in shock. Shes...not that big ..but..It feels like Soarin is in me. Lyra giggled and began rapidly humping Spitfires backside, making her grit her teeth, collapsing in pleasure. "I barely begun and you're already on the ground panting like a virgin, maybe I need to slow down so the mighty Spitfire can catch her breath."

Spitfire looked back into Lyra's eyes, panting and growled "bitch please, I can handle your little green ass all day long if I wanted to." Lyra frowned and picked up her pace, pounding Spitfires wet sex with everything she had. The yellow filly started bucking back however and after a few minutes Lyra was looking nearly spent, he body perspiring as she held on, barely containing her own orgasm.

Sh..Sh..Shes winning this little contest. Shes not even halfway and I'm reaching my limit. Lyra stared at Soarin, pleading for help from him with her eyes.

Soarin got the message, sliding underneath Spitfire he placed his member on her wet sex as Lyra pulled out, her own member twitching, barely containing her own orgasm. "If she can't break you, how about my 'little buddy' eh?" Spitfire gasped as Soarin's thick member prodded her entrance, sliding in a inch or so. "Well, well Spitfire, looks like I may be too much for ya." Soarin bucked his hips hard, pushing half of his girth deep into her as she screamed out in a combination of pain and pleasure.

"Too...too big...Soarin..your...little buddy is...anything...but" Spitfire wrapped her forelegs around Soarin's neck and in return Soarin wrapped his back legs around her waist pulling her down, forcing her to take the rest of his length. Spitfire's head shot up and her eyes went wide.I forgot how big he was. Soon Spitfire was rhythmically rocking her hips back and forth on instinct as Soaring slowly pushed in and out of her. A pair of mint green legs came over Spitfires shoulders and she looked up into a pair of devious orange eyes; a light prick on her backside.

"Yo..you're not going to..." Spitfire said in a panic.

"Oh but I am, I have a feeling I know your weak point." Lyra prodded the entrance to Spitfire's butt, getting little whines from Spitfire.

"pl..please, anything but that Lyra. I ...I never had anypony in there."

"There's a first time for everything isn't there bitch?" Lyra gave a light slap on Spitfire's flank before ramming into her anus. Hard. Spitfire flapped her wings hard trying to pull away from the rectal intrusion but could not due to Soarin's powerful legs below and Lyra's weight above. it...hurts..but..feels...so..bucking..amazing. Her entire body seized up,spraying her fluids down Soarin's shaft as her body gripped both members inside her in thanks.

"Seriously a single thrust? You must be really sensitive back here Spitfire. Excellent" Lyra said giving Soarin a suggestive wink. Soarin nodded back and both began ravaging Spitfires backside as she screamed in orgasmic elation.

***

Two hours later

"Hey Soarin, fuck her again, she makes funny noises!"

"Fuck you bitch , that's fifteen times in a row" Soarin replied looking at the drenched in bodily fluids captain below him. " Shes barely conscious right now, just look at her twitch." Spitfires eyes were rolled in the back of her head, her tongue rolled out onto the bed and her body still convulsing from the epic reaming Soarin & Lyra gave her.

"Speaking of "fuck you" you have yet to do that to me" Lyra smiled.

She has got to be kidding me Soarin thought to himself as he looked down on his withered member, barely able to move it without pain.

"I'm just kidding, maybe some other time. Maybe next Thursday we can plan a special event with you, Dashie, me and Bonbon."

Soarin looked down at Rainbow Dash and listened to her talk in her sleep "I love you Soarin, with all my heart." Soarin wiped a tear from his eye and nuzzled up against the cyan Pegasus "I love you too babe."

Elsewhere

"Oh Luna, big sis has a very special surprise for you."