Thunderlane's Terrific Threesome

by Marshal Twilight

Rating: mature
Tags: Spitfire, Slice of Life, Thunderlane, Romance, My Little Pony: Friendship is Magic, Soarin, Sex
Length: 6747

Thunderlane and Soarin double-team Spitfire after a Wonderbolts show.

When Thunderlane wins a ticket to the next Wonderbolts show in Cloudsdale, he's quick to take the opportunity to see them in action. Better yet, it comes with a backstage pass too, giving him a rare chance to meet some of Equestria's most famous athletes. But that's not even the best part; the best part is where they all fuck. Rainbow Dash would be so jealous.

Edited by: The Abyss

Contains both M/M and M/F.

Published 2014-06-29 01:20:03 UTC
Last updated 2014-06-29 01:20:03 UTC

Earning the Everlasting Envy of Rainbow Dash

Thunderlane cheered along with the rest of the audience as a quartet of tornados, created and steered by the Wonderbolts, spun toward each other and met in the center of the Cloudsdale Stadium. The four twisters merged, then suddenly four smoke trails burst from the center, collapsing the tornado and sending a massive gust of wind in all directions.

As always, the finale of a Wonderbolts show did not disappoint, and Thunderlane found himself grinning widely as the blast of wind washed over him, making him squint until it passed. When it was over, he saw the Wonderbolts making one final lap around the stadium as they waved to the crowds, then touched down below to make their way to their dressing rooms.

The other pegasi he was sharing the cloud with stood up, excitedly chatting about the show as they prepared to take off. He didn’t know them, so he didn’t join their conversation as he spread his wings and took flight himself, angling himself toward the base of the stadium.

Most of the ponies were leaving, but for Thunderlane the show wasn’t quite over yet. Every year, the Ponyville Weather Team held a drawing for a prize of some sort, and this year it had been a ticket to view the next Wonderbolts show in Cloudsdale along with a backstage ticket to meet the team afterward.

When Thunderlane’s number had been drawn, Rainbow Dash, the Weather Captain, had immediately pounced on him. She’d offered everything from a favor to paid time off in exchange for the ticket, but Thunderlane wouldn’t hear any of it. He was as big a fan of the Wonderbolts as she was, and he wasn’t about to miss a chance to meet them.

He touched down outside the stadium a few moments later, ruffling his wings for a moment before folding them against his back. He looked around for his destination, and spotted a rather large, crimson pegasus standing guard outside the back entrance.

He trotted over toward the bouncer, who fixed him with a flat look as he approached. “No one gets backstage except staff and Wonderbolts,” he said gruffly.

“Uh, I’ve got a pass,” Thunderlane said. He fumbled around a bit, but eventually held up the pass that he’d been given. The bouncer looked at it for a moment, then nodded to him. Thunderlane took that as his cue and walked past him, opening the door and stepping into the building.

Surprisingly, the interior could almost have passed for a typical surface building. The surfaces were still made of cloud, but had been meticulously molded until they were perfectly flat, leaving what essentially passed for even, cream-colored walls.

But what caught his attention most of all was the uniformed wonderbolt who was standing there, apparently waiting for him. The stallion tilted his head at him, then offered a friendly smile. “Hey there,” he said cheerfully. “You the one who won that pass?”

Thunderlane couldn’t do much else but nod dumbly, feeling slightly in awe at meeting one of Equestria’s most well-known celebrities.

“Great!” he said, apparently oblivious. “I’m Soarin, in case you couldn’t tell,” he beckoned at Thunderlane with a wing and turned to walk down the hall. After a moment, Thunderlane hurried after him.

“I’m Thunderlane,” he managed to say. The words came out a bit tentatively, but at least he hadn’t stammered.

“Nice to meet ya,” Soarin said easily. He paused outside a door near the end of the hall and knocked on it before pushing it open. “Hey, Spitfire!” he called. “You here?”

“Yeah!” a feminine voice called back, from somewhere out of sight. “Go ahead and sit down, I’ll be out in a minute.”

Soarin walked into the room, followed by Thunderlane, and closed the door behind them. He took a few moments to look around the room. It seemed to be a sitting area of some kind, with plenty of comfortable cloud cushions spread around the center. At first, Thunderlane wondered why Spitfire would need so many, then realized that she might also use the room for team meetings.

A few moments later, Spitfire herself trotted out of a back room, already out of uniform her mane slightly damp. She nodded at Soarin before focusing on Thunderlane, giving him an appraising look that made him want to squirm.

“This is Thunderlane,” Soarin said helpfully, giving him a pat on the back. Thunderlane was relieved, since he seemed to have temporarily lost his ability to speak.

Spitfire suddenly smiled and gave him a nod. “Nice to meet you,” she said.

“Uh, likewise,” Thunderlane said a moment later, after Soarin gave him a nudge.

Spitfire looked a bit amused, but she didn’t comment on his apparent nervousness. “Want to take a seat?” she suggested.

Thunderlane nodded, and Spitfire beckoned him over as she trotted over to one of the cushions, sitting down with a sigh of satisfaction. She nodded toward one across from her, and Thunderlane sat down.

“Just lemme take this suit off real quick,” Soarin said. He reached up with a hoof and fumbled for the zipper on the back of his head, then slid it back. He then curled the tip of a wing around it to pull it the rest of the way, all the way down to the base of his tail. As Thunderlane watched, jaw hanging open slightly, Soarin squirmed and shrugged his shoulders until the flight suit slid off his body. He stepped out of it a moment later, letting it slump to the floor. Lastly he removed his goggles, revealing his vivid green eyes.

“Just gonna leave that on the floor?” Spitfire asked, looking a bit annoyed.

Thunderlane blinked, realized that he’d been staring at Soarin while he stripped, and blushed beneath his dark fur. Fortunately, neither of them seemed to notice.

“I’ll pick it up on the way out,” Soarin said dismissively. He made his way over and plopped down next to Spitfire, causing her to bounce slightly and shoot him a playful glare.

Thunderlane couldn’t help but chuckle at that, causing the two of them to look back to him and freeze him up again.

Once again, Soarin was the one who saved him. “So, you got any questions?” he asked, giving Thunderlane another easy smile.

“Uh, I guess…” Thunderlane frowned, then glanced around the room.

“Wondering where everypony else is?” Spitfire asked. Thunderlane gave a sheepish nod, hoping they wouldn’t take that the wrong way. “Fleetfoot and Rapidfire don’t like dealing with fans,” she explained, annoyance creeping into her tone. “So usually Soarin and I end up doing it.”

“Oh, okay then,” Thunderlane said, sounding a little disappointed. Knowing that he was just another fan they had to handle was definitely not making him feel welcome.

Soarin picked up on it right away. “She didn’t mean it like that,” he said quickly, elbowing his captain for good measure.

Spitfire’s eyes widened a bit when she realized how that might have come across, and she looked sheepish as she rubbed the back of her neck. “Oh, uh, yeah, that kind of came out wrong. We really don’t mind. Actually, I kind of like doing it.”

Thunderlane perked up. “Really?” he asked, wondering if they were just trying to spare his feelings.

“Oh yeah,” Soarin nodded. “Trust me, Fleetfoot and Rapidfire are kind of…” he twirled his hoof around in front of him, looking for a word.

“Abrasive?” Spitfire suggested.

“Yeah, that,” Soarin agreed. “But Spitfire and I like having somepony not on the team to chat with once in a while.” He grinned. “Believe it or not, just because we’re Wonderbolts doesn’t mean it’s all we want to talk about.”

Thunderlane nodded in understanding. That made sense; just because he was on the weather team didn’t mean he only ever wanted to talk about that.

Spitfire hummed, causing both Soarin and Thunderlane to look toward her. “So Thunderlane,” she said, “Tell us about yourself. What do you do for a living?”

“Oh, I’m a weather pony,” Thunderlane said, sounding more confident as he answered the easy question. “I handle rain and storm control for Ponyville.”

“Storm control, huh?” Spitfire mused. “I hear that’s pretty tough. Takes a lot of wingpower to be able to fly through storms without getting thrown around.”

“Yeah, it does,” Thunderlane nodded, a bit of pride creeping into his voice. “I’m not the fastest pegasus in Ponyville, but my captain is the only other pony with strong enough wings to help with the storms.”

“Nice,” Spitfire said approvingly, causing Thunderlane to smile and sit up a little straighter. “I did a stint in weather control too, back before I joined the ‘Bolts. I mostly handled wind currents though.”

“What about you?” he asked Soarin.

He chuckled, and to Thunderlane’s surprise looked a little sheepish. “I was actually a courier for a while, carrying packages mostly. Lot of pegasi specialize in weather, but I hated messing with clouds.” He grimaced. “You tend to get shocked a lot doing that.”

Thunderlane nodded in agreement. “Yeah, that’s why I keep my mane cropped. You pick up a lot of static flying through storm clouds. Makes your hair stand up.”

Soarin nodded. “Makes sense. Gotta say though, carrying packages didn’t help my chances at getting into the Wonderbolts, what with all the stuff we do involving weather.” He grinned. “But I made it eventually.”

Spitfire snorted. “Yeah, eventually. Only took you what, four tryouts?”

“Three!” Soarin said indignantly, but his slight smile somewhat ruined the effect.

Despite himself, Thunderlane couldn’t help but laugh at their playful banter, causing both of them to smile at him, happy that he was relaxing a bit.

“That’s more like it,” Soarin said. “See? Once you look past the fame, we’re just like any other ponies.” Spitfire nodded in agreement.

“Yeah, I can tell,” Thunderlane said, smiling back at them.

Over the next hour or so, the three of them chatted about various topics. They asked more about Thunderlane, and gave him a little background information about themselves that never made it into the celebrity magazines. As they talked, he found that Spitfire reminded him a lot of Rainbow Dash, but it seemed like she was more… mature. She had a slightly dry sense of humor, and he could tell that she had a sharp tongue honed by barking orders at her teammates, but despite that she managed to not seem patronizing or dismissive toward him.

Soarin on the other hoof was quite charming and very laid-back. He didn’t get offended by Spitfire’s sometimes sharp sense of humor, and was funny and relaxed enough to apparently help bring out his captain’s softer side. As a result, they got along quite well, and despite the fact that Spitfire was technically Soarin’s boss, Thunderlane could tell that they were rather close friends.

Thunderlane found himself increasingly intrigued by the two of them, but Soarin in particular. For one thing, despite being a celebrity and a talented athlete to boot, he didn’t seem to be at all arrogant. He didn’t lack confidence, at least as far as Thunderlane could tell, but he was surprisingly humble. It would have been quite easy to forget that Soarin was even a Wonderbolt.

At least it would have, if Thunderlane’s eyes didn’t keep straying across his muscular, well-toned body. Every few minutes, he would catch himself looking appreciatively, only to awkwardly look away as soon as he realized he was doing it. He tried to focus on the conversation, and when that didn’t work, he tried to give Spitfire his attention instead.

Unfortunately for him, she looked just as good as Soarin did, if not more so. She wasn’t nearly as muscular as Soarin was, but her lithe, flexible body was certainly making his imagination wander.

There was also the matter of her personality. While Soarin made him feel relaxed and self-assured, he found Spitfire’s confidence and slightly teasing mannerisms to be very alluring, and caught himself hanging onto her every word as if each one was precious. For a while, neither of them noticed, and Thunderlane made an admirable effort to act casual, but eventually his luck ran out.

“See something you like?” Soarin asked suddenly, smiling knowingly. Spitfire cocked an eyebrow and looked between the two, but didn’t comment.

Thunderlane’s eyes widened, and he was never more thankful for his dark fur than he was now as he felt his face grow hot. “Uh, what?!” he blurted, sounding anything but confident.

“I noticed you looking,” Soarin explained. At least he didn’t seem to be offended.

“So did I, actually,” Spitfire mused. “Not that that’s anything new,” she said with a smirk. Being oogled by stallions and the occasional mare practically came with her job.

“Uh…” Thunderlane said, completely at a loss on what to say.

“It’s alright, really,” Soarin said soothingly. “I take it as a compliment.”

Spitfire nodded in agreement, but that smirk didn’t leave her face. “We know we’re good-looking ponies,” she said. From anypony else, it would have sounded arrogant, but from her it was more like she was stating a fact. “Much as we work out?” Her grin widened, and she nodded her head toward Soarin. “Especially this one.”

Thunderlane was still at a loss for words, feeling too humiliated to say anything. Soarin tilted his head at him curiously. “It’s nothing to be ashamed of,” he said. He gave Spitfire a nudge.

“Besides, you aren’t half bad-looking yourself,” Spitfire added, causing Thunderlane’s jaw to drop. “I might have even taken a few peeks.”

If he’d been blushing before, that was nothing compared to now. He wouldn’t even be surprised if they could see it through his fur.

“Though I wonder if you’ve got the skill to back up your looks,” Spitfire said, as if thinking out loud. “We certainly do.”

“Well, I wouldn’t mind finding out,” Thunderlane mumbled, only to look horrified as he realized what he’d just said.

Soarin barked in laughter, and Spitfire gave a delighted grin at the words. “That’s more like it!” she said.

“I gotta admit, I was wondering if you’d be brave enough to say anything,” Soarin said, still giving Thunderlane that easy smile. He glanced at Spitfire. “What do you think, Spits? Wanna give him a shot?”

She glared at him. “Don’t call me that.” She then looked at Thunderlane, her expression contemplative. “Hmm. What’s your preference?” she asked. “I’m guessing you swing both ways.”

“Um, yeah,” Thunderlane admitted quietly, squirming a bit in his seat. Not many ponies knew that about him, but he hadn’t exactly been subtle about it over the past few minutes.

“Well, that works out pretty nicely,” Spitfire said with a nod. She jerked her head toward Soarin. “He’s bi too, actually. Little known fact.”

Soarin tilted his head in acknowledgement, and Thunderlane looked at him in surprise. “Really?” he asked. “But you’re…”

“A mare chaser?” Soarin suggested. He grinned when Thunderlane looked sheepish. “I know what the magazines say about me. Just because I tend to favor mares doesn’t mean I’m not flexible.”

“Well, he’s definitely flexible. Trust me, I’d know,” Spitfire quipped, causing Thunderlane to snort and Soarin to grin. “So how ‘bout it, Thunderlane?”

Thunderlane was still stunned by how quickly this had turned around. He’d gone from being too afraid to even speak, to being propositioned for the threesome of a lifetime by two of the Wonderbolts themselves. In the end, he was able to do little more than nod dumbly, still not quite able to believe it.

“That’s the spirit,” Spitfire said cheerfully, giving Soarin a grin. “I’ve got dibs.”

Soarin shrugged and gave her a wave. Spitfire stood up and trotted over to Thunderlane, her hips swaying for Soarin’s benefit as she moved.

“Um, what—MPPH!” Thunderlane’s question was muffled as Spitfire suddenly pressed her lips against his, causing his eyes to widen in shock before they fluttered closed. A moment later, he felt Spitfire wrap her forelegs around him, laying one across his back and placing the other behind his head. After a few seconds, he got over his surprise and began to push back gently, tentatively placing his hooves on Spitfire’s sides and massaging them gently.

She gave a muffled sound of approval and deepened the kiss, massaging her lips against his as she occasionally made little purrs of delight. He found Spitfire’s lips to be very soft, and yet the kiss wasn’t gentle by any means. There was a certain ferocity behind it that seemed to fuel the beginnings of an inferno inside him, making him hungry for more. It encouraged him to get a little more forceful, much to her enjoyment. After a few moments, which to him felt like an eternity, she pulled back, gazing at his stunned expression through half-lidded eyes.

Spitfire’s cheeks were already flushed, her tail flicking around behind her irately as she held eye contact with him, a mischievous grin on her face while Thunderlane stared at her. She then made a show of looking down. Following her gaze, Thunderlane blushed heavily when he noticed the tip of his dark stallionhood poking out of his sheath.

“Um, s-sorry about that,” Thunderlane said awkwardly.

Spitfire chuckled. “Take a look at Soarin,” she said.

Thunderlane did so, glancing over her shoulder, and to his surprise Soarin was leaning back, hind legs spread apart as his stallionhood slowly grew erect between them. He saw Thunderlane looking and gave him a reassuring smile.

Thunderlane had a hard time looking away, something that Spitfire was quick to notice. “You wanna give Soarin a try?” she asked playfully.

Thunderlane looked embarrassed, but he nodded at her words. Spitfire smiled at him, and for once it wasn’t a smirk. “Alright,” she said easily. She stepped aside, giving Thunderlane an unobstructed view of Soarin.

Thunderlane stood up on all fours, but his nervousness was back with a vengeance and he seemed at a loss on what to do. Soarin gave him another smile and beckoned him over with a wing. Thunderlane took a breath and trotted over to stand in front of him. Soarin looked at him for a few moments, almost curiously, as if waiting to see what Thunderlane would do.

“Maybe you should start with your mouth,” Spitfire suggested from behind him.

Before Thunderlane could react, Soarin quickly leaned forward and kissed Thunderlane on the lips, causing him to gasp slightly in surprise, but he didn’t object. In fact, now that he was getting into it, he leaned forward a bit and began to kiss back almost immediately.

Soarin’s lips were slightly rougher than Spitfire’s, but unlike her he was nothing but gentle. He delicately worked his lips against Thunderlane’s, showing that he had plenty of practice, and was not at all forceful or demanding. Like Spitfire, Soarin wrapped his forelegs around Thunderlane, using his wings to prop himself up instead as he gently began to stroke Thunderlane’s stiffening wings.

After a few moments, Thunderlane felt something poking at his lips, and he quickly parted them to allow Soarin’s tongue into his mouth. His breathing became somewhat ragged as Soarin explored his mouth, gently tracing Thunderlane’s teeth and playfully dancing with his tongue.

Soarin suddenly pulled Thunderlane toward him, causing him to stumble forward until he was pressed up against him, their now fully erect cocks grinding against each other. Soarin rolled his hips in response, causing both him and Thunderlane to groan into their kiss.

Eventually, Soarin was the one who broke the kiss, giving Thunderlane a slightly lustful look as they both panted. Abruptly, Thunderlane remembered that there was a third pony in the room, and he looked back over his shoulder, somewhat embarrassed.

Spitfire had plopped down on one of the cloud cushions, sitting back with her hind legs spread to reveal her marehood, already slightly moist from the show. She saw him looking, and gave him a wink. “Don’t mind me,” she said smoothly. “I’m just the audience for now.”

“You know…” Soarin said quietly, causing Thunderlane to look back at him. “Where there’s an audience, there’s supposed to be a performance… Got any ideas?”

Thunderlane, now feeling more sure of himself, gave Soarin a smile. “I might have a few,” he said lowly. He gently pressed a hoof to Soarin’s toned chest, coaxing him into leaning back a bit further. Thunderlane then slid back a little, placing his forelegs on Soarin’s thighs as he lay down on his stomach. He wiggled his way down until his face was a scant few inches away from Soarin’s thick, veiny cock.

Soarin was quite generously sized, standing proud at about twelve to thirteen inches by Thunderlane’s estimate. Between that and his natural charm, it was no wonder he was so popular with the mares. Tentatively, Thunderlane glanced up at Soarin, and saw him give that encouraging smile again. Reassured, Thunderlane leaned in and pressed the tip of his tongue to the base of Soarin’s cock.

He felt Soarin tense up a bit, and Thunderlane took that as a good sign. He spread his tongue out as wide as he could and slowly traced it up the underside of Soarin’s cock, leaving a wet trail of saliva. When he reached the head, he swirled his tongue around it, making audible slurps as he lightly suckled on the tip.

“Nice…” Spitfire breathed, apparently enjoying the show. Soarin flashed her a grin, but Thunderlane didn’t even notice as he repeated the motion, tracing another line up the side of the shaft, and again ending it with a swirl around the head.

After doing this a few more times, he felt Soarin gently place a hoof on the back of his head. He glanced up and saw that Soarin’s smile was a bit forced now. Thunderlane decided that he was done with teasing, and moved up to take the tip of Soarin’s cock into his mouth again.

This time, rather than simply tease the tip, Thunderlane began to work his way down the shaft, his tongue lavishly stroking it as he went. He definitely heard Soarin give a satisfied moan that time, although his hoof didn’t leave the back of Thunderlane’s head.

Thunderlane’s mouth was quickly filled by Soarin’s sheer size, and it hit the back of his throat just before he reached the medial ring. He quickly moved back, coughing a bit, and felt a bit disappointed that he hadn’t made it farther.

“Take it easy,” Soarin said soothingly. “This your first time giving a blowjob?”

Thunderlane nodded sheepishly, a bit embarrassed that he wasn’t nearly as experienced as Soarin.

“That’s alright,” Soarin said. “You’re doing pretty well so far. Just take it slow.”

Thunderlane gave him a thankful smile before quickly leaning back in, taking the head of Soarin’s cock back into his mouth, bobbing his head. He went down as far as he could, which again turned out to only be to the back of his throat.

Soarin, however, seemed to be enjoying himself nonetheless, especially when Thunderlane reached forward with one of his wings to curl the end around the base of Soarin’s cock, adding a smooth, steady pumping motion to help Soarin along.

As time went on, Thunderlane became increasingly confident, and began to take more and more of the shaft into his mouth. Soon, he was able to take the head into his throat without gagging too much. Not long after that, Thunderlane decided to take his chances and began working his way down even further. He swallowed as rapidly as he could, trying to suppress his gag reflex as his mouth and throat were slowly filled with Soarin’s thick cock. To the surprise of both the Wonderbolts present, Thunderlane managed to take almost two-thirds of Soarin’s cock before he was forced to pull back to catch his breath.

“Wow,” Spitfire said, impressed. “Even I wasn’t able to take that much on the first try.”

Thunderlane looked back at her, cocking an eyebrow at her apparent confession.

She grinned at him, completely unabashed. “Hey, I’m not blind. Soarin’s a good-looking stallion, and there aren’t many ponies I can sleep with without it leaking to the press. He’s a natural choice.”

Thunderlane was about to reply then remembered that Soarin was still waiting for his attention. He turned back and quickly swallowed his cock down again, adopting a slow, steady pace as he took a truly impressive amount down his throat.

Soarin was quickly losing his composure, his eyes clenched shut as his groans and pants escaped between his lips. He kept one hoof on the back of Thunderlane’s head, gently urging him on, while he kept scraping the other one against the floor, attempting to find purchase.

After a few more minutes of this, Soarin gave Thunderlane an urgent nudge. “Hey, Thunder,” he grunted. “I’m pretty close. What are you…?”

Thunderlane simply grinned around the cock, and sped up his motions, earning him another long moan from Soarin. Before long, the stallion was bucking his hips, losing control as he approached his climax. Soon after, Soarin gave a loud grunt, and Thunderlane moaned in satisfaction as he felt a thick, warm spurt of cum shoot down his throat.

He let Soarin shoot a few strands directly down his throat before he was forced to pull back for air, his tongue lolling from his mouth as it was quickly filled with more of Soarin’s cum. He swallowed the salty liquid down as quick as he could, but Soarin was far from finished. As Thunderlane’s mouth was filled again, the excess escaped past his lips, running down his chin and dripping down to the floor.

He was soon forced to pull back, panting as the cum dripped from his lips while Soarin spent the rest of his load all over Thunderlane’s face, causing him to close his eyes as he felt the sticky strands of spunk land all over his cheeks, forehead, muzzle, and chin.

Soarin gave a relieved sigh and went limp a few moments later, and Thunderlane reached up with a hoof to try and wipe the cum off his face. To his surprise, he felt a strong hoof catch his, stopping him from doing so, followed by a nibble on his ear. “You look good like that,” Spitfire said, her voice low and seductive. He felt a tongue trace along one of his cheeks, then over his eyelids, licking off the cum that had stuck there.

He opened his eyes and blinked a couple of times, seeing Spitfire barely an inch away from his face as she gave him a sultry smile. She parted her lips, poking her tongue out to show him the cum that she had collected there, before making a show of gulping it down in front of him.

“Um… wow…” Thunderlane said dumbly.

She grinned. “You weren’t bad yourself, stud,” she complimented. She then glanced over her shoulder. “Right, Soarin?”

He chuckled. “Definitely.”

Spitfire smirked then looked back at Thunderlane, who was currently looking a bit embarrassed at the compliment. “What do you say we have a little fun while Soarin gets ready for round two?” she suggested.

Thunderlane’s own cock was begging for attention by now, so he didn’t hesitate for even a moment when he nodded, causing Spitfire to give him another hungry look. She helped him stand up, and once he did, she pressed both of her front hooves to his chest and pushed him without warning.

He stumbled a bit, falling back on his haunches, exposing his throbbing stallionhood, already dripping with precum, to her roving eyes. She grinned when she laid her eyes on it, and tilted her head. “Not too shabby,” she commented. She gave him a look that he could only describe as predatory and licked her lips as she began to step forward with purpose.

Thunderlane might have tried backing away if it wasn’t for how turned on he was, and Spitfire was soon standing over him, pushing him down so that he was lying almost flat on his back. She leaned in and licked a little more of Soarin’s cum off the tip of his muzzle before mashing their lips together again.

This time she wasted no time at all, and Thunderlane moaned as she shoved her tongue into his mouth, urgently licking up all the traces of Soarin’s release that remained. Thunderlane did his best to keep up with her, but he found that Spitfire was far too skilled with her tongue for him to have even a prayer.

She broke the kiss after a few moments, looking at him with pure desire. He felt her shift a bit, then gasped as he felt something very warm and wet grind against his stallionhood, leaving a slick trail of her juices as Spitfire ground her pussy against it.

“Mmm, that’s nice,” Spitfire said lowly, not taking her eyes away from Thunderlane’s face. “I bet you want to mount me, don’t you?” she asked. Thunderlane could do little more than nod, causing her to grin deviously. “Don’t worry, you’ll get your chance, but I think I want to see how good you are with your tongue first.”

Before Thunderlane could ask what she meant, Spitfire stood up and abruptly turned around, flicking her tail out of the way to expose herself to him. Thunderlane’s breath caught in his throat as he got an eyeful of Spitfire’s inflamed marehood, already soaked with juices and very much ready for him.

Spitfire lay down on him a moment later, comfortably snuggling her belly against his as she wiggled her hips in his face, her marehood barely an inch from his muzzle. He felt her shift as she looked back over her shoulder, expression amused. “Show me what you’re made of,” she said with a grin.

Thunderlane swallowed, and he tilted his head up, pressing the tip of his muzzle to her marehood. He felt her shiver at his touch, even more so when he exhaled against it. However, that was nothing compared to the moan that escaped her lips a moment later when Thunderlane poked his tongue out and licked it from top to bottom.

“That’s it,” she hissed, wiggling her hips again to urge him on. Thunderlane reached up to wrap his forelegs around her waist before he repeated the motion, giving her pussy long, lavish licks that caused her to shiver in his grip each time.

After a few moments of this, he sensed that she was getting impatient, and so he got a little braver. He slid his tongue inside her, causing her to gasp in surprise, followed by a satisfied groan as he began to swirl it around inside her.

A moment later, Thunderlane tensed, then grunted as he felt a tongue against his stallionhood. Since Soarin was still watching the two with interest, he assumed that Spitfire had decided to reward him for his efforts.

As he continued to eat her out, Spitfire took his stallionhood into her mouth, bobbing her head up and down as she took a full half of his length with no trouble whatsoever. He had to admit, he was a little jealous of her skill, but then he supposed that she’d had more practice.

As the next few minutes passed, Spitfire and Thunderlane were both getting more and more worked up. Spitfire was grinding her marehood against his muzzle with increasing urgency, just as Thunderlane was starting to buck his hips in an effort to get more of his cock inside her mouth.

It wasn’t much longer before Spitfire released his stallionhood and stood up, her entire body trembling as she turned around to look at him. Her face was heavily flushed now, and if he thought she had wanted him before, that was nothing compared to the look she was giving him now.

“Not bad,” she breathed, the words almost dripping with desire. “Not bad at all.” She gave him a feral grin. “But I need something a little more than that now.” Thunderlane grunted in surprise as she suddenly wrapped a hoof around his hard shaft, stroking it gently without ever breaking eye contact with him. “And I think this will do nicely.”

As Thunderlane watched, Spitfire again positioned herself over him, only this time face-to-face. She gave him a wink as she ground her marehood against his cock, causing him to give a stifled moan. After a few more moments of teasing, Spitfire placed her fore legs on either side of Thunderlane and finally began to lower herself.

Both of them moaned in unison as the head popped inside, and Spitfire continued to let herself down at a steady rate as her tight inner walls spread to accommodate him. Soon, she made it all the way down, their hips meeting with a muffled slap as they panted.

Thunderlane was in awe at just how amazing Spitfire felt. Her pussy was unbelievably soft and warm, and yet it gripped firmly around his shaft, occasionally rippling along its length as if trying to coax his seed out of him. On top of that, even though Spitfire’s own expression was one of pure pleasure, she never lost that complete self-assuredness that made her so alluring to him.

Spitfire was the first one to move, propping herself up as she slowly began to lift her hips, causing Thunderlane to both be disappointed as his cock slid out of her, and pleased at the friction that sent jolts of pleasure through his body. A moment later, and she slammed back down, much harder than before, causing both of them to moan loudly as they joined yet again.

“How’s that, stud?” Spitfire asked huskily, as she slid up a third time.

“G-great,” Thunderlane stammered out.

“Mmm, you’re pretty good too,” Spitfire commented as she took his full length inside her again. “Nice and hard, and almost as big as Soarin.”

Considering how large he had been, Thunderlane decided to take that as a compliment. Of course, such thoughts were quickly wiped from his mind anyway as Spitfire abruptly increased her pace, speeding up the motions of her hips and quickly earning a constant stream of moans from both herself and Thunderlane.

Before long, Thunderlane had figured out his role and had firmly wrapped his forelegs around Spitfire’s middle, gently stroking her wings as she rode him with nearly reckless abandon. She seemed to like that a lot, and shot him another grin right before she deliberately clenched around his shaft, earning another moan from him.

After a few minutes of this, Spitfire suddenly tensed and froze up. Thunderlane cracked his eyes open to see why, and was surprised when he saw Soarin looming over her, straddling her with his forelegs placed on either side of Thunderlane’s head.

“Soarin, what are you…” Spitfire started to say, only to hiss as she felt him prod at her rear entrance.

“Just relax,” Soarin said soothingly. “Trust me, you’ll like it.”

Spitfire bit her lips and tried to do so, letting Soarin slowly work his massive length into her tight entrance. Thunderlane, though disappointed that Spitfire had stopped, found himself craning his neck as he watched in fascination. True to his word, Soarin worked his cock all the way into Spitfire’s tighter hole after a few false starts, and before long both he and Thunderlane were fully buried inside her.

“How’s that feel, Spitfire?” Soarin asked.

“Ugh… full,” Spitfire mumbled, eyes closed tight. “You can start moving.”

Soarin nodded and began to pull back. As he did, Spitfire moved with him, raising herself up off of Thunderlane.

An idea occurred to him, and Thunderlane abruptly thrust upward, burying himself inside Spitfire again. She gasped at the sensation, and gave him a look that was something like approval. Taking that as permission to keep going, Thunderlane took over entirely, thrusting up into Spitfire while Soarin began to slowly thrust into her from above.

As Spitfire grew more comfortable, Soarin started to speed up, and soon both he and Thunderlane had matched their pace, one thrusting into her while the other withdrew, giving her no reprieve.

Thunderlane watched with interest as Spitfire gave herself over to her pleasure. Now that she was being taken by two stallions at once, it was almost like she was an entirely different mare. Apparently, she had a bit of a submissive streak hidden in her normally confident personality.

However, between Spitfire’s ministrations on him earlier, and the fact that they had already been going at it for a few minutes after that, Thunderlane was already extremely close to his climax. Indeed, his thrusts were getting increasingly urgent, and though Spitfire was too out of it to really notice, Soarin did.

“Hey,” he said, leaning down to whisper into Thunderlane’s ear. “You about to cum?”

Thunderlane nodded frantically, not able to do much else at this point.

“Do it inside,” Soarin suggested. “She likes that.” He gave him a wink and moved back up, resting his head between Spitfire’s neck and shoulder as he too sped up his pace.

Thunderlane decided to take his word for it, and tightened his hold around Spitfire’s waist as he continued thrusting into her. Spitfire was completely out of it by now, her eyes closed tight and her tongue lolling out of the side of her mouth. In Thunderlane’s opinion, it was actually quite adorable.

After a few moments, Thunderlane moaned loudly and screwed his eyes shut, thrusting upward one last time and burying himself inside Spitfire to the hilt. Her eyes flew open a moment later, and a loud moan escaped her mouth as Thunderlane came inside her, releasing eager spurts of his thick, warm spunk inside her tight pussy. Her own climax followed a moment later, her inner walls rippling around his cock as she clenched hard, milking him for all he was worth.

Soarin wasn’t far behind. With a loud grunt, he wrapped his forelegs around Spitfire’s neck and slammed himself into her one final time, cumming hard inside her. This only seemed to please her all the more, and her moans and cries became that much louder as she trembled and shook between the two stallions holding her firmly in their grasp.

After a few, blissful moments, Thunderlane finally came down from his climax. A moment later, Spitfire sagged and collapsed on top of him, her muzzle buried in the crook of his neck as she panted next to his ear. Soarin lowered himself down more gently, lying on top of Spitfire and lazily rubbing her chest with a hoof as he too relished in the afterglow.

Over the next few minutes, the three of them simply lay there, slowly catching their breath as their racing hearts returned to a normal pace. Eventually, Soarin was the one who broke the silence. “Man, Fleetfoot and Rapidfire have no idea what they’re missing.”

Thunderlane and Spitfire both chuckled at that. Spitfire gave Soarin a nudge, and he rolled off of her, lying down on his back next to Thunderlane. Spitfire stood up on shaky legs a moment later, pulling Thunderlane’s softening stallionhood from her pussy and releasing a deluge of his cum.

“Ugh, I’m gonna need another shower,” Spitfire complained, although her heart wasn’t really in it.

“Worth it,” Soarin said cheekily, causing Thunderlane to snicker.

Spitfire snorted. “Yeah, probably,” she admitted. She lay down on her side, facing both of the stallions that had just rutted her senseless. She glanced at Thunderlane, a grin on her face. “I gotta say, you did pretty good.”

Thunderlane smiled modestly. “Thanks,” he said. “No complaints on my end, either.”

Spitfire laughed. “I bet,” she agreed. She then looked at Soarin. “You know, this one might be a keeper,” she mused. “Might have to ‘accidentally’ send him another ticket and a backstage pass every once in a while.”

Thunderlane looked up, eyes wide. “Whoa, seriously?”

Spitfire grinned. “Not too often, since ponies might start to talk, but I don’t see why not.”

“We had fun talking, and you seem like a nice enough guy,” Soarin agreed.

“Pretty good at sucking you off, too,” Spitfire added. She snickered when Thunderlane blushed, and shot her a glare in response.

“You know, I think I might just take you up on that,” Thunderlane said, smiling lazily at the two of them. Heh, I can’t wait to hear what Rainbow’s gonna say when I tell her I fucked two of the Wonderbolts.