Rainbows

by Lunerpet

Rating: mature
Tags: My Little Pony: Friendship is Magic, Rainbow Dash, Comedy, Romance, Sex, Derpy Hooves, Main 6
Length: 15419

Rainbow Dash has fun with the girls with her new attachment.

Rainbow Dash goes to visit Twilight and finds her being naughty, so Twilight decides to have a little fun with her, now Rainbow Dash is learning a whole new meaning to friendship. Warning this is Futa Dash fic, that means girl with a male part, don't read if you don't like pony on pony action or have a problem with girls with a penis. 18 or older. enjoy!

Published 2014-07-24 06:00:06 UTC
Last updated 2014-07-24 06:00:06 UTC

Chapter 1

Rainbow Dash yawned, she was rather bored today, no clouds were in the sky and all her friends seemed busy too, Fluttershy was tending to her animals, Rarity was making a line of new dresses like she always was.

Applejack was working on her farm like always and Pinkie was...well Pinkie, the only one not busy was her egghead friend Twilight Sparkle, maybe she could visit her and hope she has something to do.

Rainbow Dash flew over to Twilight's house and knocked on the door, she waited for her friend to answer but she didn't come to the door. “Where is she?”

Rainbow Dash pushed the door open which she was surprised that it was open. “Hey Twilight, you in here?”

Twilight was sitting at her library reading a book, she was busy taking notes as she read to notice her.

“Hey Twilight!?” Rainbow Dash yelled making the purple mare jump.

“WHA?!” Twilight dropped her book and put a hoof on her chest breathing heavy. “Jeez Rainbow Dash, you startled me!!”

“Haha, sorry Twilight, didn't mean to scare you” Rainbow Dash laughed a bit and looked at the book she was reading. “What's got you so distracted?”

Twilight blushed and closed the book before Rainbow Dash could read any of it. “Nothing! No reason!”

“Oh come on show me” Rainbow Dash quickly moved and grabbed to book from her.

“Hey, no, please don't!!” Twilight tried to take it back but Rainbow Dash opened it and saw the title.

“Midnight Heart's lingerie sleepover?” Rainbow Dash read out load. “Twilight...this is mare porn..”

Rainbow Dash looked at her confused, she knew about this mare named Midnight Heart, she was a highly well known in the adult world. “You read adult books Twilight!?”

“I...uh...I...” Twilight's face turned red. “I know it's wrong..but I like it...”

“Wow, I never took you for that kinda thing” Rainbow Dash said honestly surprised. “And into mare's too?”

“It's not just mare's..” Twilight kicked her hoof a bit.

“So you're into..” Rainbow Dash gasped. “You're a bi pony!?”

Twilight was really embarrassed now, she never thought any pony would find out. “I...I can't help it..when I found this book I just got so into it..”

“Hey it's cool Twilight, no reason to be ashamed of it” Rainbow Dash put a hoof on her she shoulder. “Everypony has something their attracted too”

Twilight looked at her and frowned a bit. “Really? You're not freaked out about it?”

“Why would I be freaked out silly? Rainbow Dash said and smiled at her. “You're not strange for liking both genders Twilight”

“Thanks Rainbow Dash..” Twilight smiled now herself and hugged her. “You're a true friend”

“Hey now, no need for hugs” Rainbow Dash blushed a bit. “So when did you start getting into sex?”

“A few months ago actually, it's only a couple weeks ago that I started looking at mare's, however..” Twilight said and got a look in her eye. “There is something else I like even more”

“Oh yeah, what?” Rainbow Dash asked not realizing her strange look.

“Do you really want to know?” Twilight asked as her horn started to glow.

“Sure, what is it?” Rainbow Dash asked.

“Then I'll show you” Twilight said as her horn glowed brightly and suddenly hit Rainbow Dash with a bright light.

“Wha!?” Rainbow Dash closed her eyes getting blind for a few seconds. “Twilight!?”

Twilight's horn stops glowing after a bit and Rainbow Dash opened her eyes. “How do you feel?”

Rainbow Dash shock her head and looked around herself. “What spell was that? I don't feel any different”

“It's a fun new spell I learned from a Midnight Heart book” Twilight said. “Let's see if it worked?”

Twilight lifted Rainbow Dash's back leg and peaked under. “Hello!”

“Huh?” Rainbow Dash looked down and saw a big stallion cock between her legs. “What did you do!?”

Twilight jumped for joy a bit. “It worked!”

“I...I'm a stallion?!” Rainbow Dash was freaking out now. “I thought you couldn't do that kind of magic!!”

“Oh you're not a stallion Rainbow Dash, You're a..uh..I don't remember what their called but you're a mare with a stallion's member” Twilight explained.

“You gave me a cock!? Why would you do that!?” Rainbow Dash asked annoyed. “I can't walk around with this big thing between my legs!!”

“Oh relax Rainbow Dash, you're fine, but do you feel anything different?” Twilight asked.

“Well no, other then freaking out” Rainbow Dash said.

“Strange” Twilight turned around and looked at her book again. “You should feel an attraction to mare's and have a sexual need to mate”

Rainbow Dash then noticed that Twilight's plot was raised in the air as she was reading and she felt something between her legs get hard making her look down and saw her new organ was growing at the sight of Twilight. “Oh boy...”

“Did I cast the spell wrong?” Twilight asked herself. “Darn, I thought I had it”

Rainbow Dash gulped as her wings flapped a little, she had no idea what she was feeling right now, but she was feeling strange and hot all at the same time, she watched her plot move and felt herself getting harder. “What is wrong with me?”

Twilight sighed and turned back to Rainbow Dash. “Well we can try again”

“Uhh..” Rainbow Dash looked over her body, she never realized how attractive Twilight was before, for an egghead she was quite beautiful.

“Are you ready?” Twilight readied her horn again.

Rainbow Dash suddenly kissed Twilight without warning.

“Mmmm?!” Twilight looked at her confused and noticed the long cock between Rainbow Dash's legs, she couldn't help but giggle inside, knowing her magic worked.

“Mmmm!” Rainbow Dash kissed her more and wrapped a hoof around her.

Twilight was obviously enjoying herself as Rainbow Dash kissed her, Rainbow Dash felt herself getting hotter, like a need for Twilight just raised inside her, she broke the kiss and felt her cock pulse with eagerness.

“Let me play with you” Twilight said as she went under her and got a good look at her cock.

“Whoa, Twilight...I” Rainbow Dash blushed and suddenly felt Twilight's tongue caress her length, making her gasp a little. *Gasp*

Twilight licked her cock gently making Rainbow Dash lean back on her back legs so Twilight could get her full cock, and Twilight grinned as she opened her mouth and went down on her cock, and she started to suck on her big cock. “Mmm!”

“Oh...how does this feel so...good?” Rainbow Dash asked herself as surges of pleasure went through her body. “Ahhh!”

Twilight liked hearing her friend moan from the pleasure, so she sucked on her cock a bit faster now. “Mmmm!”

“Ahhh! Oh Twilight...” Rainbow Dash put a hoof on Twilight's head as she felt more pleasure. “It feels so good”

Twilight bobbed her head sucking her hard cock gently, she stopped and moved her tongue along her sensitive tip, she moved her tongue in circular motions on her tip like she was an expect, she looked at Rainbow Dash to see if she was enjoying it as she worked.

Rainbow Dash felt like she was in heaven, she had never had any sexual experience before in her life, she felt hot all over and her tongue was sticking out in ecstasy, Rainbow Dash stroked Twilight's mane as she felt each stroke of Twilight's tongue. “Oh that tongue!”

Twilight took her cock back into her mouth and sucked on her shaft again, she bobbed her head and Rainbow Dash grind her teeth and gasped again, Twilight's wet mouth made Rainbow Dash go crazy, she felt a tight pressure build up in her crotch.

“What's this feeling!?” Rainbow Dash wasn't sure what was going on with her body, but she was feeling too good to care. “Don't stop!”

Twilight enjoyed Rainbow Dash's moans and screams of delight, she sucked harder as Rainbow Dash twitched and flapped her wings a bit faster, Twilight kept sucking her cock and enjoying the taste of her friend.

Rainbow Dash felt more pressure build up and grunted heavily. “Ahhh!”

Twilight bobbed her head faster on her cock as her tongue felt her shaft all around in her mouth, she could tell Rainbow Dash was holding back her release, and she liked how Rainbow Dash was starting to get into it, her experiment was coming along nicely.

“Oh Celestia!!” Rainbow Dash felt even more pressure build up, she couldn't think as everything seemed white, her mind was everywhere and she was in bliss, Rainbow Dash felt every inch of her tongue around her new rod, she didn't want the pleasure to end. “Ahhh! More Twilight!! MORE!!”

Rainbow Dash grabbed Twilight's head and pulled her down forcing her to deep throat her cock, Twilight gagged as she wasn't ready to take in that much. “Mmm!!” *Gag* Twilight tried to pull back but couldn't as Rainbow Dash held her head down there.

Rainbow Dash felt her cock twitch as she felt Twilight's throat with every inch. “AHHH!! YES!!”

“MMM!!” Twilight choked on her cock as she couldn't breath, she had never done anything like this before, it hurt her throat as Rainbow Dash's cock rubbed it raw, she gagged and choked as Rainbow Dash went faster, each thrust leaking some pre-cum. “MMM!!”

“AHH!! Take it all in!” Rainbow Dash thrust her cock in and out of her throat, she was ready to blow any minute, but she didn't want the pleasure to stop, her hips picked up the pace making Twilight's vision start to blur.

“I'M GOING TO-AHHHHHHHHH!!!” Rainbow Dash couldn't hold back any longer and thrust as deep as she could into Twilight's throat and unloaded her spunk in ropes straight down Twilight's throat forcing her to swallow her white seed. “Oh Celestia...that was good..”

“MMMMMMMM!!!” Twilight didn't intend to swallow but with her cock was so far into her throat she couldn't help it, it tasted salty but it was actually rather good to taste, but she was still choking.

“Oh flank, sorry Twilight!” Rainbow Dash said as she pulled out her cock from her mouth giving her room to breath. “Are you okay!? I kinda lost it there”

Twilight coughed and some of Rainbow's cum spilled out of her lips and her throat was sore making her voice hurt. “It's...okay...”

“What happened to me? I just lost control” Rainbow Dash asked confused.

Twilight's horn glowed and some medicine floated over to her and she swallowed it, hoping it would help her throat. “It's like I said before...you're sex drive is increased..”

“You sure you're okay? You don't sound so good” Rainbow Dash asked concerned.

“Don't worry, I'm just not...used to that..it was my first time...after all” Twilight said with a quiet tone.

“Well okay then” Rainbow Dash said with a smile. “But I have to say Twilight, for an egghead you sure know how to use that tongue”

Twilight blushed at her compliment. “Well I read a book about it”

“Haha, nice, but uh..can you change me back now? I'd like to be a full mare again” Rainbow Dash said as she looked at her crotch.

“Uh oh...” Twilight sweated a bit now.

“Uh oh? What's uh oh!?” Rainbow Dash looked back at Twilight. “You can fix me right!?”

“Actually...I don't know the counter spell..if there is one” Twilight scratch her head thinking. “I didn't even think about that...you're going to be stick with that stallion's cock and heightened sex drive until I can learn the spell to fix it”

“WHAT!!?” Rainbow Dash jumped up in shock. “I can't walk around Ponyville with this thing!!”

“I know it might be hard....and I'm sorry I wasn't thinking, I was just....so excited to try a new spell...” Twilight explained. “Just give me some time and in the meantime...just carry on you're normal daily business”

“Oh just great! I'm going to be stuck-” Rainbow Dash stopped her sentence and thought about it, she really enjoyed the pleasure she felt just now, who said she couldn't experience more pleasure with other pony's?

“I'm sorry Rainbow Dash, but you'll just have to wait” Twilight said.

“Oh you know? Actually take you're time Twilight, no rush” Rainbow Dash changed her tone and smiled. “But uh..say if I need to...you know? Release some tension, can I come back here?”

Twilight smiled at that. “Of course Rainbow Dash, I'd like that”

“Awesome, see you around then” Rainbow Dash then kissed her lips quickly before heading out the door.

“Rainbow Dash seemed rather happy, I hope she'll get used to her new part” Twilight said and got to work on a counter spell.

Author's Note

This is my very first Lemon, so I hope you all like it and enjoy! I'm making a new one soon!

Chapter 2

Applejack was a orange pony with a blonde mane and tail, tied back, and her eyes were green and she wore a cow girl hat, her cutie mark was three apples, and she was manning a apple booth to sell her Sweet apple acres apples, which was rather popular with the pony's in Ponyville.

But today was kinda slow to be honest, she wanted to close up soon for the day due to how slow it was. “Hmm, I wonder how the others are doing?”

Rainbow Dash suddenly came out of nowhere and crashed next to the stand. “OOF!!”

“Rainbow Dash!? What in tarnation happened!?” Applejack helped Rainbow Dash up as she spoke.

“Ugh...” Rainbow Dash shock off the landing and flapped her feathered wings to make sure they weren't damaged. “I'm okay”

“You're normally too good at flying to crash like that!” Applejack said with worry.

“Uh...well I sort of got something new..and I'm still adjusting to it while flying...” Rainbow Dash kicked the floor a little not sure what to say.

“Something new? Like what?” Applejack asked.

“I...I can't show you in public..” Rainbow Dash blushed.

“What? That's odd, but okay” Applejack didn't want to pry on Rainbow Dash's private matters, but normally she didn't hide anything. “Well I was about to close up shop for the day, it's pretty slow, did you want to hangout or something?”

“Sure, I can do with some fun” Rainbow Dash said. “What do you have in mind?”

“Well we can do a lot of things” Applejack said as she turned away from Rainbow Dash. “How about some sports?”

Rainbow Dash's eyes glued onto Applejack's flank, she felt the strange heat again around her crotch, and felt her new colt member throb, she tried to calm down but it wasn't easy. “Uh....su-sure...”

“You okay Rainbow Dash?” Applejack asked. “You seem pretty jumpy”

“Yeah..I'm good...” Rainbow Dash did her best to hide her colthood. “Let's go”

They then went off to play their game, meanwhile Twilight was working on her project.

Twilight had saved a bit of Rainbow's semen to test and do some research, it was quite fascinating to her, she wondered if the magic created true colt semen or just something artificial to mimic it, she looked over her books and smiled. “This is perfect, I wonder why Princess Celestia never taught me any of these spells?”

Twilight was working when the door opened and she heard a soft voice. “Hello?”

“Huh?” Twilight looked back to see a gold Pegasus mare with a pink mane and tail and with light blue eyes. “Oh Fluttershy, what are you doing here?”

“Oh...well..actually..” Fluttershy looked for the words as she spoke. “I actually came by because I needed a book, can I look around for it?”

“Sure Fluttershy, what book?” Twilight asked.

Fluttershy looked around and quietly spoke. “Just a small book on plants..”

“Plants?” Twilight stopped and thought about it then grinned. “I know just the book”

“Oh good, I just need it to make sure my little friends don't get sick or anything” Fluttershy said with a smile.

“It's over there” Twilight said as she pointed to a bookshelf.

“Thanks Twilight” Fluttershy went over to the bookshelf and looked for the book unaware of Twilight's intention.

Twilight smiled as she looked at Fluttershy's plot. “Hehe”

“I don't see it Twilight, are you sure it's here?” Fluttershy asked looking on the lowest shelf. “Hmm, strange”

Twilight watched as Fluttershy's plot raised itself in the air and Twilight couldn't help herself and she placed her face between Fluttershy's back legs and licked her soft folds.

The sudden wet tongue going across her sex made Fluttershy blush and jump in surprise. “Wha!? Meep!!”

“Mmm!” Twilight licked her clit gently enjoying the taste of her shy friend's clit. “You taste...mmm...good..mmm”

“Twi-Twilight!? Wha-what are you doing!?” Fluttershy tried to shout but she was still quiet, and her legs wouldn't move. “Wha...what is that?”

“Mmm!” Twilight tongued Fluttershy's delicate marehood and enjoyed Fluttershy's quiet whimpers.

“Haa....haa...Twi...Twilight...oh my goodness...” Fluttershy whimpered trying to say something but her words were cut short as Twilight suddenly picked up the pace. “Ooohh...”

Fluttershy had mixed feelings about all this, it felt good, but doing something so...perverted with one of her best friends, she was embarrassed that her little pussy was being played with, but also didn't want it to stop for some reason. “Oh my...”

Twilight moved her tongue up and down Fluttershy's slit. “MMM!!”

Fluttershy gasped as she felt Twilight's tongue caresses her wet folds and felt herself getting wetter by the second, she was shocked but it felt so good it didn't matter. “Ahh...”

Twilight kissed her clit making her gasp hard, Fluttershy stuck her tongue out losing herself to the pleasure of Twilight's amazing tongue. “I..I..oh Celestia..this feels so...good...”

“Mmmm!!” Twilight tongued Fluttershy's sweet sex a bit faster as she really got into it, Twilight kissed her clit again making her shiver in delight.

Fluttershy's breathing got heavy with each stroke of Twilight's tongue, her legs buckled and her front legs gave out on her and her top half fell to the ground with her plot still in the air. “I can't take it...it's so good...mmm, something is coming!”

Twilight knew what was going to happen and tongued her much faster and harder making Fluttershy lose it. “MMM!!”

Fluttershy's eye's rolled back as her hips buckled and instinctively moved back pushing her pussy lips against Twilight's lips as she felt her first orgasm hit. “OH MY!!!! AHHHHHHHH!!!!”

Her virgin juices splashed over Twilight's face and mouth and Fluttershy felt amazing after the sudden shock of pleasure that coursed through her, and Twilight smiled and took a vial and slipped some of her juices into the vial and closed it, then she put it next to Rainbow Dash's male semen. “Perfect, thanks Fluttershy, that's just what I needed”

Fluttershy panted as she rested her body on the cold floor. “What....what just...happened?”

Twilight stroked her mane with her hoof. “You just had you're first orgasm”

Fluttershy couldn't speak due to her panting so much, she felt totally drained, she had never felt something like that in her life, and she liked it, all that pleasure that went through her body all at once, she loved it.

Twilight helped Fluttershy up with her magic. “You should go rest in my room, you look like you can't even stand”

Twilight helped Fluttershy into her room and laid her on her bed, as soon as Fluttershy's head touched the pillow she was asleep, and Twilight pulled over some covers on her. “Sleep well Fluttershy, when you wake up we're going to have more fun”

Twilight then went back to her studies, at this time Rainbow Dash and Applejack were playing some hoof ball and Applejack laughed as she bounced the ball with her hoof. “You're not doing so hot today, eh Rainbow Dash?”

Rainbow Dash however was focused on trying to hide her raging stallion cock, she was really turned on by Applejack's moves. “Not true...I'm just...distracted is all!”

“By what?” Applejack asked looking at her confused. “The only time you lose at something is if you're hiding something”

“Uhh...” Rainbow Dash tried to think of what to say, but Applejack stopped bouncing the ball and walked over to her. “I'm not hiding anything..”

“That's a load of hay Rainbow Dash, let me see” Applejack started to look around her and Rainbow Dash quickly moved her lower legs so she wouldn't see anything. “Rainbow, stop moving so much, you're as twitchy as rattle snake!”

“You...really don't want to know...I should probably get going...” Rainbow Dash said however that wasn't a good enough reason for Applejack and she jumped Rainbow Dash. “Whoa!”

“Got you!” Applejack said as they rolled and tumbled into some bushes where no pony was looking and Applejack sat on Rainbow pinning her down. “What is going on with-what was that?”

Applejack stopped as she felt a large throb under her trying to touch her privates, she looked down and saw a large throbbing member. “Uh...Rainbow?”

Rainbow Dash blushed. “I...uh...this is awkward..”

Applejack kept her eyes on her stallion cock. “How did I never see this before?”

“It's...kinda new...” Rainbow Dash admitted.

“Oh really?” Applejack smiled a bit and started to move her hips grinding against Rainbow's cock, which made Rainbow Dash moan in surprise.

“Wha...oohhhh...” Rainbow Dash looked at her not sure what she was doing but with the sudden pleasure she didn't really care. “That...that feels good..”

Applejack adjusted herself so her pussy was now on her member and she moved against her more. “Mmm..oohh..”

Rainbow Dash moaned as Applejack moved her hips back and forth, Rainbow Dash felt herself getting hard and her eyes rolled back a little. “Oh my...so...good...”

“Why didn't you tell me you had one of these!?” Applejack said excited as she pumped her shaft using her soft folds and picking up the pace. “I've always wanted to try this!”

Rainbow Dash moaned louder, her colt member getting harder and enjoying the soft feel of Applejack's privates. “Mmmm...I can't..take it much longer!”

Rainbow Dash was feeling the need to breed now, she wanted to take her friend right now, she couldn't hold back anymore and Applejack seemed to want it, Rainbow Dash moved her cock and thrust into Applejack's pussy. “Ahhhhhhhh!! Oooohhh yeeaaahh!!”

“Ahhhhhhh!!” Applejack felt Rainbow Dash enter her pussy and she liked that. “Rainbow Dash, you naughty gal!”

Rainbow Dash started to move in and out of her in a thrusting motion, Applejack's insides felt so good and tight around her member she kept going until she hit something. “Mmmmm! Ahhh! Huh?!”

“Ahhhhhh! Mmmm!! Don't stop now, go deeper!” Applejack said wanting more.

“Well I can't say no to that!” Rainbow Dash then thrusts deeper breaking her virginity and kept thrusting at a nice fast pace. “AHHHH!!!! IT'S EVEN TIGHTER!!!!”

“AHHHHHHHHHHHHHH!!!!” Applejack screamed in pain, but also in pleasure. “Oh yeah, don't stop!!”

Rainbow Dash kept her pace as she thrusts her futa cock into her, It took a bit but Applejack's pussy adjusted rather well soon enough. “Ahhhhh!! This feels so good!”

“Ahhhhhhhhhhhh!!! You're good at this Rainbow!!” Applejack cried out in pleasure as Rainbow Dash increased in speed.

Rainbow Dash pumped faster and deeper into Applejack feeling herself ready to explode at any minute, but that didn't stop her from increasing the pleasure and her mind went blank. “Ahhhhh!! Applejack!!”

“Ahhhhhhhhhh!! go harder Rainbow Dash, harder!” Applejack stuck her tongue out losing her most of her senses as the pleasure took her. “It feels so good!”

“Okay!! Ahhhhhh!!” Rainbow Dash went deeper inside her until her entire member disappeared inside her and she pumped much harder.

“Ooooohhhh!!!! Yes!!” Applejack cried out in more pleasure. “I feel something coming!!”

Rainbow Dash felt the pressure build up again between her legs, she then picked up the pace enjoying every second. “AHHHHHHH!!!! I'M GOING TO EXPLODE!!”

“AHHHHHHHHHH!!!!” Applejack felt the need to orgasm, she never felt this good before in her life, and she never saw this side of Rainbow Dash before, but she liked it, she liked it a lot.

“AHHHHHHHHHHHH!!!! Rainbow Dash pumped faster and hit her g-spot hard and fast, the pleasure surged through them both and her colt member grew inside her about to burst.

“YES!!! YES!!! I'M CUMMING!!!” Applejack Screamed in delight as she reached orgasm for the first time, her juices splashed over Rainbow Dash's cock as she orgasmed and her body quivered with excitement. “AHHHHHHHHH!!!! RAINBOW!!!!”

“AHHHHHHHHHHHHHHHHHH!!!! APPLEJACK!!!” Rainbow Dash came hard and heavily into her friend's womb reaching complete climax with Applejack at the same time and her body felt her seed flow into Applejack.

Applejack panted and laid down on the ground exhausted. *Pant* *Pant* “Wow...I never felt anything like that before...”

Rainbow Dash pulled out of her and and panted as her colt sperm pooled slowly out of her pussy. *Pant* *Pant* “Oh Celestia that...was...great..”

“I...I really enjoyed that....Rainbow Dash...” Applejack said in between breathes. “Oh wow...”

“Yeah it..was..” Rainbow Dash relaxed a little as Applejack took a deep breath. “I've always wondered how a colt does that...I liked that...”

“Me too...” Applejack agreed and looked back at her. “So how did you get one of those?”

“Oh uh..Twilight was testing out a spell from one of her books and doesn't know a counter spell, so it's stuck on me until then” Rainbow Dash explained. “But please don't tell anyone Applejack? This is sort of embarrassing..”

“I can understand that, but we should really do it again sometime” Applejack said as she managed to get up. “I bet the others would like that as well”

Rainbow Dash had originally been worried, but now it felt to good to stop, it felt amazing for her and for the other pony involved, it was a win win really, and it would be uncool of her to deny such pleasure to her other friends, she had to experience it with Rarity, Fluttershy and even Pinkie Pie now, she had fun with Twilight and Applejack, and who said she can't have even more fun with them?

“Well I should get going Rainbow Dash, tell Twilight that her new magic works like a charm” Applejack said.

“Oh I will, but first I think I'll make a couple stops first” Rainbow Dash smiled widely and walked away getting horny at the thought of having sex with her other best friends.

Chapter 3

Rainbow Dash sat there for while waiting for her hard on to relax, but it wasn't showing any signs of going down anytime soon. “Man this has been great, although I wish I could fly, with this big thing it's hard to”

Rainbow Dash stood up and looked around before she walked out of the alley. “What to do now?”

Rainbow Dash then saw Rarity's clothes store/home, she lived on the upstairs of her own store which was pretty common really, then she remembered that Rarity makes clothes and smacked herself mentally. “Of course! If I get some clothes I'll be able to walk-no fly again, this is great!”

Rainbow Dash then dashed to her friend's place but then Scootaloo and her friend went walking by. “Oh crud!”

Rainbow Dash quickly dodged around the corner and watched them.

“Haha, today we're going to get our cutie marks, we have to!” Apple Bloom, Applejack's little sister said.

“I know, why can't we get them and get it over with!” Scootaloo said with a big sigh.

“Well look at it this way girls, if we did get our cutie marks, then we'd have to stop being the Cutie Mark Crusaders right?” Sweetie Belle questioned.

The other two looked at her and then at each other and then they laughed. “Nah!”

“You're both right, what was I thinking?” Sweetie Belle laughed as well and they walked off.

After they walked away Rainbow Dash saw her chance and went to Rarity's place with haste.

A white mare unicorn with purple hair and with the same color tail, her mane was long and curled to the side and her eyes were blue, her cutie mark was three diamonds and she was looking over some fabrics. “Oh how delightful, Fluttershy would love this color”

She picked out some fabrics and smiled as she went into her work area and a blue magic glow covered the fabrics and they floated over to her mannikins. “Let's see what I can create”

Before she could get to work however she heard a knock on the door. “Huh? Who could that be? I was just about to start”

Rainbow Dash then walked in. “Hey Rarity what's up?!”

“Oh Rainbow Dash, how are you today?” Rarity smiled as her friend walked in. “Can I help you with something?”

“Yes actually..I need a...well I need an outfit..” Rainbow Dash said looking a bit embarrassed. “If you...don't mind?”

Rarity gasped and smiled widely and then thought about it. “YOU!? You want an outfit? But you never cared about fashion or even clothes for that matter, this isn't some prank is it?”

“I know how it sounds, but uh...I could really use something to cover...something” Rainbow Dash blushed a little.

“Cover what Rainbow Dash?” Rarity raised an eyebrow. “You're acting a bit strange today Rainbow Dash”

“Well...this” Rainbow Dash said as she sat down and her colt member came out with all it's pride and Rarity just stared at her in shock. “So that's why...I need something to wear..”

“Oh....wow...that's...is that what I think it is?” Rarity said still shocked.

“Yeah, Twilight was testing out a spell, and this is-” Rainbow Dash spoke but Rarity cut her off.

“Cover that huge thing, don't you have any dignity!?” Rarity quickly used her magic and a skirt went around her and attached itself around Rainbow's waist so it was covering her cock. “You can't just flash that sort of thing around a lady, how did you even get that?!”

“Well as I was saying Twilight was testing out a spell she learned from the Midnight Heart books and I got this” Rainbow Dash explained feeling less embarrassed now.

“Midnight Heart? Oh I've heard about her from Pinkie Pie, she's a big shot in that area isn't she?” Rarity asked as she pulled out a clothes rack and looked it over.

“Pinkie Pie? Oh geez” Rainbow laughed a little knowing Pinkie Pie she probably has all of Midnight's work.

“Here we go” Rarity said as she took out a better looking sky blue skirt with some cloud designs and a slit around one part. “This is cute, works well to hide...that...and it suits you”

“Thanks Rarity, I owe you big time, I hopefully can fly again” Rainbow Dash said as Rarity walked over to her and took off her first skirt.

“Ugh, why do I keep this around? It's so ugly and plain” Rarity said as she tossed the skirt away and Rainbow's cock came out almost touching her face making her freeze. “Oh my word...that is large”

Rainbow Dash looked at Rarity and gulped as she was sweating now, Rarity was very close and Rainbow Dash was noticing how attractive she was, Rarity really was a rare beauty, Unfortunately that made her member grow right in front of Rarity.

Rarity looked at Rainbow Dash and then at her colt member, for some reason Rarity's interest's peaked, she never actually saw a colt's member before, and it had a intriguing smell, it wasn't bad actually, Rarity then wondered how it would taste and without thinking she started to lick it surprising Rainbow Dash.

“Huh!? Oooohhhhh...” Rainbow Dash moved her head back. “Mmmmm...”

Rarity licked her cock gently and as ladylike as she could. “Mmmmm..”

Rainbow Dash felt her tongue move up and down her pony shaft and she liked it. “Ahhhhh..ooohhh!”

Rarity picked up the pace and covered Rainbow's member with her saliva. “Mmmmm!”

“Ahhhhh...oh yeah...” Rainbow Dash moaned in pleasure. “That...feels so...good!”

Rarity continued to lick her shaft enjoying the taste a lot more then she should and she wanted to taste more so she started to tongue her urethra . “Mmmmmmm!”

“Ahhhh! Don't stop Rarity! Mmm!” Rainbow Dash stuck her tongue out in ecstasy, Rarity's tongue felt amazing, Rainbow's mind went right back into lust mode as Rarity used her tongue all around her shaft.

“Mmmmmmmmm!!” Rarity loved the taste of Rainbow's member now, she couldn't stop tasting it.

Rainbow Dash couldn't take it anymore she thrusts her cock into Rarity's mouth and got a look of pure ecstasy as she put her two front hooves on Rarity's head and started to pump her head up and down her shaft. “Ahhhhhhhhh!! Suck it Rarity!”

Rarity didn't fight back, instead she did what she asked and started to suck on her shaft, the smell of her sex drove her wild and she got really into it now. “Mmmmm!!”

Rainbow Dash kept pumping Rarity's head making her shaft go in and out of her moist mouth. “I love this!”

“Mmmmmmmmmm!!” Rarity swirled her tongue around the head of her cock as she sucked on the shaft, however she felt like gagging and her lungs hurt from lack of air, Rarity couldn't handle this much longer.

Rainbow Dash was to absorbed in the pleasure to notice Rarity gag and felt the pressure build up in her cock ready to burst. “AHHHHHHH!! Just a little more!!”

*Gaaaaasssppp!* Rarity then pulled back and let go of her cock gasping for air. *Pant* *Pant* “Haa...haa...haa..oh my goodness...haa..haa..”

“Huh? What happened?” Rainbow Dash was so close and it had suddenly stopped but noticed Rarity was breathing heavily and looked a little blue. “Oh jeez, was I too hard? I'm sorry Rarity”

*Cough* “It's...it's alright..” Rarity coughed a little and took some deep breathes.

Rainbow Dash however was even more horny then before and Rarity's saliva covering her cock made her want more, then her mind went back to what she did with Applejack and that gave her an idea. “Hey Rarity? Instead of doing that with you're mouth, how about something even better?”

“Better?” Rarity asked. “What would that be?”

“This!” Rainbow Dash smiled and turned her around as she flapped her wings to hover over her and used that to mount Rarity with her cock pulsing and rubbed her wetness with her saliva covered cock before she thrusts her large colt specimen into Rarity's pussy. “Ahhhhhhhhh, Oh that's tight!!

“Wha-ahhhhhhhhhhhh!!” Rarity's eyes went wide with the large rod entering her, she bit her lower lip in surprise and shock, she never felt anything like it before and it was in a spot that nopony ever touched, but it felt painful but it was mixed with pleasure. “Oooohhh...oh my word!!”

“Ahhhhhhhhhhhhh!! Oh yes!” Rainbow Dash thrust deeper with ease due to the saliva acting like lube and felt her virgin walls, Rainbow Dash stopped and savored the moment before she thrust through her virginity making a loud pop as she continued to thrust in and out of her pussy. “It's so wet, I love this!”

“AHHHHHHHHHHHHH!!!!!” Rarity screamed out but not in pain, she could feel only the pleasure, Rarity had never been bucked before in her life, she wasn't really saving herself for somepony or anything, she just never cared for it but she was happy it was taken by her friend.

“AHHHHHHHHHHHHHHHHH!!! It's soooo tight!!” Rainbow Dash moaned in pleasure as she thrust in and out of her freshly deflowered pussy, each thrust making Rarity moan in ecstasy, Rainbow Dash was ready to burst at any moment due to Rarity's blowjob and she needed release badly so she increased her speed.

“AHHHHHHHHHHHHHH!!!! OH YES!!” Rarity was lost in the pleasure, her mind was blank and she liked it, she could feel every inch of Rainbow Dash's member inside her, she braced herself as Rainbow Dash went harder on her soft folds.

Rainbow Dash picked up the pace and hit her womb with each thrust going deeper, her love juices started to pre leak wanting to release but Rainbow Dash held it back as best she could because she wanted to enjoy this a bit longer.

Rarity felt every inch of her friend's cock deep within her and was enjoying it just as much as Rainbow Dash was, maybe even more and bucked her hips against Rainbow's, her normal ladylike composure seemed to disappear as Rainbow Dash increased the pleasure. “Oh my goodness, I can't take it!!”

“AHHHHHHHHHHHHHHHHHH!!!!” Rainbow Dash couldn't hold it back as she thrust deep into her and entered her womb right before reaching orgasm and cumming all over her womb's insides, Rainbow Dash released a long sigh as she felt the surge of pleasure hit her again, she was getting used to this and she loved it.

“AHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!” Rarity reached her climax and came as a wave of pleasure hit her very being, she moaned as her legs bucked under her and she collapsed on the floor breathing heavily. “Oh...my...”

Rainbow Dash pulled out of Rarity and watched her seed slowly drip out. “Sorry Rarity, I might have gone a bit far there”

Rarity shook her head with what energy she had left. “It's quite...alright Rainbow Dash..I enjoyed..that..”

“Oh, you like it rough huh? Good to know” Rainbow Dash smiled at this.

“Can...can you help me to my room?” Rarity asked in between breathes.

“Sure thing Rarity” Rainbow Dash helped her up and took her upstairs into her room. “You going to be okay?”

“I could use a shower, but yes, I'll be fine, I doubt I'll be able to sit for away though” Rarity said.

Rainbow Dash laughed a little. “But you enjoyed it right?”

“Oh I did, I never thought I could ever feel that good before, we simply must do this again Rainbow Dash” Rarity said and wobbled over to her bed.

“Sure thing Rarity, I'd like that!” Rainbow Dash said excitedly. “Well thanks for the skirt Rarity, I should get going though”

“So soon?” Rarity asked as she laid down on her bed.

“Yeah, I was going to visit Pinkie and Fluttershy today as well” Rainbow Dash said without revealing what she intended to do with them.

“Very well if you must” Rarity said. “Don't be a stranger Rainbow Dash”

“You know me, I'll be in touch!” Rainbow Dash said as she left.

“Oh I hope so Rainbow Dash, I hope so” Rarity said and relaxed her body trying to ease the pain of her recently deflowered vagina.

Rainbow Dash walked out and looked at her new skirt. “Boy this is girly, but whatever as long as I can fly again”

“Well I better see what Pinkie is up to” Rainbow Dash said as she walked away from Rarity's place.

Chapter 4

Rainbow Dash found her way to Sugarcube corner within minutes, she walked inside and saw the owners, the cake family working, so she walked up and looked around for her friend. “Excuse me?”

“Huh?” Mrs. Cake saw her and stopped her work. “Rainbow Dash? What can I do for you?”

“Have you seen Pinkie Pie around?” Rainbow Dash asked.

“Oh I'm sorry, you just missed her, she went on a delivery” Mrs. Cake said. “So did you need anything else?”

“No thank you, I'll go find her myself” Rainbow Dash said before she left.

“Well if Pinkie's not around, maybe I'll go back to Twilight and see what she's doing” Rainbow Dash said as she walked to Twilight's house once again.

Rainbow Dash was headed back when a mail pony fell right in front of her. *Wham* “What the heck?!” Rainbow Dash backed up in a hurry.

“What a minute...” Rainbow Dash looked at the grey mare as she got her head unstuck from the ground and she looked at Rainbow with one eye and the other eye was looking somewhere else. “Derpy?!”

“Hey Rainbow Dash!” Derpy said with a wide smile.

“Uh, are you okay there? That was a nasty fall” Rainbow Dash asked concerned.

“Yeah, the dirt broke my fall, so I'm good” Derpy said as she shock her dizzy head.

“Okay, well as long as you're okay, then I won't worry” Rainbow Dash said. “So what are you doing?”

“Uhhhh...” Derpy stopped to think for a bit and tapped her chin with her hoof. “It was...oh right, I have a package for somepony, but I just don't know what went wrong”

“Hmm” Rainbow Dash looked at her package and it read Pinkie Pie. “Oh I know the pony the package is for”

“Oh that's great, do you know where she is?” Derpy asked.

Rainbow Dash looked Derpy over and got hard from the dirty idle thoughts in her head. “I can tell you where she is...one one condition”

“Oh sure thing Rainbow Dash, what is it?” Derpy asked innocently.

“Are you a virgin Derpy?” Rainbow Dash asked walking behind her before she started to push her into an alley so nopony saw them.

“Uh yes, I've been saving it for the right pony, why do you ask?” Derpy was now very confused.

“That's sweet, I bet you're lower area is sweeter though” Rainbow Dash looked at her with lewd eyes.

Derpy wasn't sure what was going on but she did need to deliver the package. “Uh...okay?”

“Don't worry, I'll do the work and then we'll finish you're job, okay?” Rainbow Dash said as she got Derpy on her back.

“Rainbow Dash?” Derpy looked at her with her one good eye.

“Shh, relax Derpy, you'll enjoy it” Rainbow Dash said as she went down between Derpy's back legs and looked at her small slit, as Derpy blushed Rainbow Dash began to lick her soft folds gently.

“Oh!? Oh my..” Derpy felt a pleasure she never had before from Rainbow's tongue. “Wooowwww...”

“Mmmmm..” Rainbow Dash licked Derpy's sensitive pussy at a nice slow pace to give Derpy as much pleasure as she could.

Derpy moaned in pleasure as her wings flapped, she felt Rainbow's tongue slip into her soft lower lips and tongue her insides, she was enjoying the feeling of it all. “This feels good Rainbow Dash!”

Rainbow Dash got hard from hearing her moans and increased her pace, her tongue lapped Derpy's pussy until she got wet, Rainbow Dash enjoyed the wetness as she licked it up.

Derpy bucked her back legs enjoying the tongue lashing. “Ahhhhhh! That feels sooo good!”

Rainbow Dash stopped licking and put her lips to Derpy's clit and sucked on it increasing the pleasure even more making Derpy go wild with desire.

“Ahhhhhhhhh!” Derpy moaned loudly as she screamed from the pleasure and she felt a pressure build up. “Oh yes!”

“Mmmmm!” Rainbow Dash sucked on her clit faster now and felt so hard she was ready to burst.

“I can't take it!” Derpy said in the height of pleasure. “Oh yes!”

Rainbow Dash couldn't take it anymore, she wanted to take her right there, but she didn't want to take Derpy's virginity, after all she was saving it, then again that didn't stop her from taking her other friend's virginity, Rainbow Dash then got an idea, but first she kissed Derpy's clit hard.

“Ahhhhhhhhhhhhhh!! I feel something coming!” Derpy screamed in ecstasy.

That gave Rainbow Dash the hint she needed to really go at her clit kissing and sucking on it. “Mmmmmm!!”

“AHHHHHHHHHH!!!” Derpy lost herself as she was about to reach orgasm. “IT'S COMING OUT!!!”

“MMMMMMMM!” Rainbow Dash then kissed her clit hard before letting go and tonguing her pussy lips again faster.

“AHHHHHHHHHHHHHH!!!” Derpy hit her orgasm and came hard on Rainbow Dash's face and mouth making Rainbow Dash have a taste of Derpy's orgasm. “Ha...haa...haa...haa..”

Rainbow Dash licked the cum off her mouth and smiled. “Did that feel good Derpy?”

“That...felt...amazing..” Derpy said in between breathes.

“Then you'll love the next part!” Rainbow Dash said as she flipped Derpy over on her stomach.

“There is more?! Oh goody!” Derpy said excitedly.

“And don't worry, I can have fun with you without taking you're virginity” Rainbow Dash said as she took off her skirt and revealed her large colt dick to Derpy.

“Whoa!? What is that?” Derpy looked back at it in surprise. “It's really big, and how are you going to do that?”

“You're about to find out!” Rainbow Dash said as she rubbed her rock hard cock against her wet pussy lips to lube it up, she got her cock nice and wet. “Let's get started!”

Derpy braced herself for anything to happen and Rainbow Dash thrusts her cock right into Derpy's rectum, she didn't need to take her virginity for this, so she was going all out.

Derpy clenched her teeth and went wide eyed in shock. “WHA!!? That's not the right hole!”

“Ahhhhhhhhhhhhhhhhhh!! wow this is tighter then a pussy!” Rainbow Dash said as she pushed through into Derpy's tight rectum and put her front hooves on each side of Derpy as she started to thrust in and out of the tight hole.

“Ahhhhhhhh! Oh this feels strange!” Derpy said as she felt Rainbow's every inch go in and out of her with each inch going deeper.

“Ahhhhhhhhhhhh! I've never felt this kinda pleasure before!” Rainbow Dash kept up her pace as she held Derpy down.

“It hurts Rainbow Dash!” Derpy bit her lip in a strange mix of pain and pleasure. “But it's a good pain!”

Rainbow Dash went deeper into Derpy's rectum until she couldn't go any further and picked up the pace driving them both wild from the amazing pleasure. “Ahhhhhhhhhhhh!! So intense!!”

“Ahhhhhhhhhhhh! I love this! Almost as much as I love muffins!” Derpy screamed in pleasure and stick out her tongue in ecstasy.

Rainbow Dash didn't really know what to say to that, she never compared muffins to sex, but Derpy was an oddball so she just ignored it and kept thrusting fast and hard into her crazy tight rectum. “Ahhhhhhh!! Oh yeah!”

“Ahhhhhhhh!!” Derpy was in such bless she couldn't think at all and she was loving the pleasure mixed with pain, the pain though was fading away.

Rainbow Dash however was feeling her climax reaching it's peak very fast, she didn't expect Derpy's other hole to be so tight. “AHHHHHHHH!!! I'm going to cum!”

Derpy was feeling Rainbow Dash's cock hit her insides so hard that Rainbow Dash was hitting the ground under her, Rainbow Dash was much bigger then her small opening and she could feel Rainbow Dash's colthood slamming her stomach to the point her belly was distended to the point of hitting the ground. “AHHHHHHHHHHHHHH!!!! OH RAINBOW DASH!!”

Rainbow Dash was getting off on Derpy's screams for her and she felt her climax getting closer with each thrust, she quickly picked up the pace and reached her orgasm just as she slammed all the way down. “AHHHHHHHHHHHHHHHHHHHHH!!! DERPY!!!”

Rainbow blew a thick and creamy load of her colthood seed into Derpy's anal hole and filled her with all of it, Rainbow Dash felt an amazing pleasure as the pressure build up made her orgasm like a hose. “Haaaaaaaaaaaa.....ooohhh...wooooowwwww...”

“MMMMMMMMMMMMMMMMM!!!” Derpy felt the hot creamy seed flow into her as her anus greedy swallowed it, she was in heaven and she couldn't move her legs but she didn't care it was so good that nothing really mattered at this moment.

Rainbow Dash pulled herself out of Derpy and came what was left on her rump and watched as her semen flowed out of Derpy's anus down to her pussy and even passe that and dripped to the ground. “That was great Derpy, now about Pinkie Pie?”

“Uh...” Derpy looked back at Rainbow Dash her mind still lost in the after glow. “Can you deliver it for me? I don't think I can move....without muffin legs”

“Huh?” Rainbow Dash looked at her lost for only a moment, but knew that she was in such bless she couldn't think right, so not being able to put a sentence together was normal, so she went over to the package and picked it up. “Sure Derpy, I needed to see Pinkie Pie anyways, later, oh and come visit me sometime okay cutie?”

“I'll do that...” Derpy said right before passing out.

“Uh? Maybe I was a little too rough with her?” Rainbow Dash said but then thought about it a little. “Nah, she just needs some rest”

Rainbow Dash then put on her skirt and left, she was sure Pinkie was around the lake, she liked to go for a swim after a delivery ether that or she was eating cupcakes at Sugarcube corner.

“Fun, fun, fun!” Rainbow Dash heard a all to familiar voice and looked out the alley to see a pink mare with different colored balloons on her rump and her mane and tail were puffy all over, and she was hopping by.

“Pinkie?” Rainbow Dash walked out of the alley. “Hey Pinkie!”

Pinkie stopped and looked back. “Rainbow Dash? Oh hey Rainbow Dash!”

“Hey Derpy asked me to give this to you” Rainbow Dash said as she gave Pinkie the box. “What's in that anyway?”

“Oh boy, I've been waiting for this!” Pinkie said as she took the box. “Say, you want to come over and help me with this?!”

“Uh sure Pinkie” Rainbow Dash said.

Pinkie then realized that Rainbow Dash was wearing a skirt and looked confused. “Uh Rainbow? I didn't know you started to wear clothes”

“It's a new thing actually, let's go” Rainbow Dash avoided the question for now and Pinkie shrugged and they walked to Pinkie's place.

It didn't take long for them to arrive there as Pinkie moved pretty fast for just hopping the whole way, Pinkie walked in and went straight to her room with Rainbow Dash following right behind. “Hey Rainbow Dash, have you seen the others lately? They seem rather busy lately”

“Oh I've seen them around” Rainbow Dash said looking around trying not to say anything.

“Well that's good” Pinkie said as she set the box on her table, she smiled and got to work to opening the box.

Rainbow Dash watched her from behind, she knew this was her best chance and she didn't want to pass it up, she removed her skirt once more and her throbbing member got hard watching Pinkie Pie's exposed pussy. “It sure is..”

Pinkie Pie blissfully unaware of Rainbow's intentions was happily opening her box and Rainbow Dash couldn't hold back anymore and got right behind her sniffing her virginity as if tasting it, Rainbow Dash licked her friend's honeypot gently giving Pinkie a shiver of pleasure.

“Mmmm, huh?” Pinkie was about to look back when Rainbow Dash licked her tight folds more making her lean forward and to distracted to look back, with each lick the pleasure increased making Pinkie moan. “Ahhhh..what-what are you doing Rainbow Dash? Ahhhh it feels good!”

Rainbow Dash wasn't through increasing the pleasure as she stuck her tongue inside Pinkie's folds making them wet for the first time, Pinkie's cheeks turned red as she felt Rainbow's Tongue explore her tightness. “Mmmmm!”

“Oh my...this is...wow!” Pinkie held herself up thanks to the table, her front hooves barely keeping her up as her lower legs felt like noodles with each stroke of Rainbow's tongue. “Ahhhh! So good!”

“Mmmmmmmmm!” Rainbow Dash used her hooves to open Pinkie's lower lips so she could tongue her wet insides deeper and easier.

“Ahhhhhhh!” Pinkie Pie couldn't even say anything with the increased pleasure hitting her all over, with each lap of Rainbow's tongue shocking her system with such pleasure she lost all thought process and she couldn't get enough.

Rainbow Dash however had more in mind then this she just wanted to get her wet, which she managed to do with ease, so she stopped and mounted her against the table. “Now that you're horny, this should feel even better”

Pinkie Pie was about to react but she couldn't as Rainbow Dash started to rub her cock against Pinkie's wetness which made her even more excited then before, she didn't really know what was rubbing against her pussy but she liked it ether way. “Ahhhhhhhh! M-mo-more!”

Rainbow Dash grinned as she covered her cock with Pinkie's juices, she then started to prod her pussy with her large cock, she knew that Pinkie was dying to have it inside her and she was about to get her wish.

Rainbow Dash then thrusts her cock into Pinkie Pie's pussy breaking through her virginity as she held Pinkie against the table so Pinkie couldn't move. “Ahhhhhhh! Oh yeah!”

“AHHHHHHHH!!” As Blood and her wet juices flowed out of her pussy Pinkie Pie screamed in pain, this part wasn't fun to her at all, she didn't realize that it was a one time thing. “It hurts!”

“I know Pinkie Pie” Rainbow Dash held her close as she started to pump her cock in and out of her gently causing pain to shock Pinkie's system but this was mixed with pleasure as well so it confused Pinkie. “Don't worry, it'll feel good soon”

Pinkie was in tears as the pain hit her hard, but rainbow's words did manage to calm her a little. “It...really hurts...”

“It's okay, just relax and enjoy Pinkie, soon the pain will disappear” Rainbow Dash said as she kept thrusting causing the pain to fade slowly and the pleasure to increase again.

“Ahhhh...ooohhhh..” Pinkie felt Rainbow's cock go deeper inside her and she liked it, the pleasure felt good again and she started to lose her thoughts once more. “Ahhhhhhh...that...feels....good”

“Ahhhhhhh!” That's it, just enjoy it Pinkie!” Rainbow Dash said as she picked up the pace.

“Ahhhhhhhhh!!” Pinkie screamed again but this time in ecstasy. “Ooooohhhhh!!”

“Ahhhhhhhhhhh! This pussy feels so tight, I love it!” Rainbow Dash said as she bucked another of her best friends, she enjoyed the feeling of being inside Pinkie's pussy and thrusts into her wetness soaking her cock completely from Pinkie's juices.

“Ahhhhhhhhhhhhh!! Oh my!! I need more!” Pinkie finally spoke enjoying it completely now. “Ahhhhhhhh! Don't stop!”

Rainbow Dash pumped into her pussy faster and harder now. “Ahhhhhhhhhhhh! Oh Pinkie!”

“Ahhhhhhhhhhhhh!! Feels so good!” Pinkie screamed in ecstasy as she felt a pressure start to build, she had never felt this before and liked it.

“Ahhhhhhhhhh! That's it!” Rainbow Dash thrust her cock at a good pace enjoying the moist lower lips of her friend.

Pinkie felt the pressure build up with each thrust, she didn't know what it was, but she liked it, Pinkie bucked her hips as Rainbow Dash smacked their hips together. “Ahhhhhhhhh!! I feel something coming!”

“Ahhhhhhhhhhhhhh!! Good!!” Rainbow Dash increased her pace feeling the pressure as well.

Pinkie was amazingly wet now, her juices flowing all over Rainbow's cock increasing the pleasure for them both and letting Rainbow Dash go deeper. “Ahhhhhhhhhhhh!! Oh yes!!”

Rainbow Dash then hit Pinkie's womb ready to burst, her cock growing inside Pinkie, Rainbow Dash knew what was going to happen and went even deeper going through her womb's walls. “Ahhhhhhhhhhh!! Cumming!!”

“What's that mean!!? Ahhhhhh!!!” Pinkie felt her pressure about to blow but didn't really understand it, although she was about to find out.

“AHHHHHHHHHHHHHHHHHHH!!!! PINKIE!!!” Rainbow Dash screamed and with a final thrust she hit her orgasm, her seed flowing out into Pinkie's womb in thick ropes, she held her cock into Pinkie's womb making sure every drop of her seed filled Pinkie's womb.

“AHHHHHHHHHHHHHHHHHHHH!!! RAINBOW!!!” Pinkie screamed as she reached orgasm for the first time, her juices spraying all over Rainbow Dash's cock, the sudden surge of pleasure hit Pinkie the hardest as it was completely new to her, and her cum spilled out on the floor.

“HAAAAAAAAAAAAA....” Rainbow Dash relaxed as her cock released more of her seed, Rainbow Dash had a thought a small wonder if cumming inside all her friends could make them pregnant, Twilight herself didn't seem to know and yet Rainbow Dash was still having unsafe sex with each of her friends, however her release was so good she lost her train of thought.

“OH YEAH.....” Pinkie felt her orgasm shock her entire body with pleasurable release, she didn't want it to end, it was almost as good as a party for her.

Rainbow Dash felt her cock empty itself into Pinkie and pulled out, she then watched as her seed slowly oozed out of Pinkie's cream pie and felt rather good about it all. “Did you enjoy that Pinkie?”

“Haa...haa...I...I loved it...” Pinkie said out of breath, her voice was weak from all the screaming of pleasure, her legs gave out and she fell to the ground, luckily Rainbow Dash was right there so she caught her with her wing and helped her over to her bed.

“You should rest Pinkie, we can do this again once you feel better” Rainbow Dash said hinting that she wanted to do it again with her just like the rest of her friends.

“You promise?” Pinkie asked as she laid down on her bed with some help from Rainbow Dash.

“You know it Pinkie, and next time we'll do even more” Rainbow Dash said as she made sure Pinkie was comfy.

“That sounds good” Pinkie said excitedly with her weak voice.

“Well I have to go, see you around okay?” Rainbow Dash said and walked over to the door.

“Bye, Haa” Pinkie Pie fell asleep right there with a smile of pure bliss and Rainbow Dash walked out of her place.

Rainbow Dash smiled as she walked out with her skirt right back on. “Okay, now all I need is Fluttershy and I'll have had sex with all my friends”

Rainbow Dash was still concerned about the pregnancy thing in her mind from earlier, but the thought of overpowering her shyest friend and bucking her as she begged for her to stop, somehow appealed to her very much, although it kinda sounded like rape, but if it was so pleasurable why would it be called that?

Rainbow Dash shrugged it off, she knew it had been awhile since she last checked up with Twilight, so before going to see Fluttershy she was going to see Twilight first to check on the reverse spell progress, it had only been about a week now but she knew Twilight was fast with her work, with that thought she began to make her way to Twilight's.

Chapter 5

Twilight sighed as she closed another book, she then lifted it up with her magic and set it on a pile of books she had been reading. “And another one with nothing”

Twilight hadn't found anything about a counter spell for something like sexual magic. “Midnight Heart must be some sort of sexual genius, I've been looking for what feels like weeks”

It really had only been about a full week and a day or two, but she had lost track of time, Twilight was hoping that somepony had any knowledge about this, but it was a bust, so she turned back to her own experiments.

She went over to her table and looked at the vials, one vial had Rainbow Dash's semen and the other had Fluttershy's juices, Twilight had been working on a way to turn Rainbow Dash's seed into something like Fluttershy's cum, if she could change that, she was sure she could cure Rainbow Dash.

Twilight then heard a knock on her door making her lose focus, she stopped and looked over to the door. “Huh?”

Twilight opened the door with her magic. “Come in”

Fluttershy walked in and smiled. “Hello Twilight, it's only me, what are you up too?”

“Oh uh..just some extra studying on some magic” Twilight said, she didn't want anypony to know about what she had been up too, it was better to keep things under wraps also it was embarrassing. “So what brings you by again?”

“Oh..actually, I was looking for Rainbow Dash have you seen her?” Fluttershy asked.

“Rainbow Dash? No not for awhile” Twilight said as turned her attention to her.

“Hmm, I've heard that Rainbow Dash has been hiding from the public lately, she's normally always trying to be seen, it's like she's hiding something, but what?” Fluttershy questioned.

“Gah!” Twilight suddenly froze, she knew the reason, but she couldn't tell Fluttershy, she needed to change the subject and fast. “Uh, well um, why are you looking for her anyway? Did you need something?”

“Oh right, I'm sorry, I was looking for some help with my animal friends, it's gotten really busy in the forest lately” Fluttershy said excitedly, she seemed to forget about what she was thinking which made Twilight relax.

“Oh is that all?” Twilight asked and Fluttershy looked at her wide eyed.

“Is that all!?” Fluttershy got in her face which surprised Twilight. “My place is only so big Twilight, if I can't get the extra animals a new home, my house will be be over run and there won't be enough room for them all, this is a VERY big deal”

Twilight sweated a bit and nodded. “Oh well when you put it that way, I guess it IS a big deal, and knowing you, you'd move out to give them more room”

Fluttershy looked around with just her eyes and sweated a bit. “Uh...”

“You didn't....” Twilight asked her and sighed. “You're bags are right outside aren't they?”

“Uhhhh...maybe?” Fluttershy kicked her hoof a little. “I mean yes..”

Twilight smacked herself mentally, she knew Fluttershy was kind to a fault, but letting wild animals take over her house to this point, she then used her magic and Fluttershy's bags floated into the room. “Listen, you can stay here for a bit, I'll ask Applejack to clear out those animals for you and I'm sure we can find them a good home in the forest, but promise me you won't take in any more animals from the wild? They have homes in the forest after all”

“I know...I'm sorry Twilight...” Fluttershy hung her head. “I messed up...”

Twilight nudged her gently. “Don't say that”

Fluttershy looked at Twilight for a minute and smiled. “Thank you Twilight”

“Say, can you watch over my place while I go and get Applejack and get you're house back?” Twilight asked as she set Fluttershy's bags down.

“Oh sure, I can do that” Fluttershy nodded.

“Great, make yourself at home okay?” Twilight said as she headed for the door. “I'll be back!”

Twilight then left her place and Fluttershy went over to Twilight's couch and sat down, Fluttershy looked around and tapped her hoof a little, she wasn't one to sit around, she noticed that Twilight's place was rather messy, maybe she would do Twilight a kindness and clean up a bit?

Fluttershy didn't just want to mess with Twilight's things though, she didn't know if it was a as Rarity would put it 'organized chaos' she got to thinking about what her bunny angel would do, just as she got thinking about that Angel bunny popped out of her hair and looked at her, she wouldn't leave Angel in that mess back home after all.

“Should we clean Twilight's place Angel?” Fluttershy asked her favorite bunny.

Angel looked at her and then at the room, Angel noticed it was a big mess and with Twilight's friend or pet, whatever Spike was he was gone to Canterlot for awhile it was a junkyard of books and tubes and beakers, it was obvious to Angel Twilight was experimenting with something.

Angel tapped his foot on Fluttershy's head before jumping off, Fluttershy looked at him puzzled. “It's only polite after all right Angel?”

Angel nodded and jumped on the table to see was Twilight had been working on, Fluttershy smiled and flew over to Twilight's closet, she tried to open it but there were a lot of books making it hard to open and frankly Fluttershy didn't have the upper body strength to move the door, so she had to start moving the books first.

A bit later Fluttershy had put most of the books away making some actual room to move when the door opened and Rainbow Dash walked in. “Hey Twilight how is it going?”

“Rainbow Dash?” Fluttershy stopped and looked over to her. “What are you doing here?”

“I was about to ask you the same thing, what's going on?” Rainbow Dash asked.

“Oh Twilight asked me to watch over her place while she and Applejack help me with a little problem..” Fluttershy said noticing she had a skirt. “I didn't know you wore clothes”

“Um...” Rainbow Dash stopped, she didn't want to talk about why she had it but she noticed Fluttershy had been cleaning so that gave her a good chance to change the topic. “More importantly Fluttershy, why are you cleaning Twilight's place?”

“Well I thought it would be nice if she came home to a clean house” Fluttershy said a bit quietly.

Rainbow Dash sighed, she knew Fluttershy was kind but cleaning some other pony's house when only asked to watch it was a bit much. “You know Twilight probably made that mess for a reason right? You should have asked before touching her things like that”

Fluttershy's ears went down and she looked away a bit. “I...I was just trying to be nice...”

Rainbow Dash noted her cute shy charm and felt her secret organ get aroused, she then got an idea. “Seems to me like you've been naughty Fluttershy”

“I..I'm sorry...” Fluttershy backed up a little. “I was just trying to...to-” Fluttershy cut herself off getting to nervous to speak.

Rainbow Dash got a lewd grin and walked up close to her. “You need to be punished Fluttershy”

“Pu...punished?” Fluttershy looked at Rainbow Dash shocked, she never saw this side of Rainbow Dash before and she was scared.

Rainbow Dash felt herself get even more aroused, she couldn't control herself much longer, she wanted to jump her right there, but she held back as best she could. “Time for you're punishment”

Rainbow Dash grabbed the quivering Fluttershy and flew her upstairs to Twilight's bed, she then got Fluttershy on the bed and decided to see what Twilight had around her bed, she knew Twilight was into a sex so she must have something around her bed, she looked through her nearby closet and found a muzzle.

“Hello? Twilight sure is into weird stuff” Rainbow Dash said to herself before going back to the shaking mare on Twilight's bed, Rainbow Dash then opened Fluttershy's mouth and slipped the middle part into her mouth and tied the rest around her head.

“Mmmmm..” Fluttershy whimpered trying to beg her friend not to do this, but she didn't really know what Rainbow Dash had planned for her.

Rainbow Dash lifted her rump in the air so she could get a good look at the shy pony's virgin folds, Rainbow Dash did enjoy the feel of taking such a prize so she took off her skirt revealing to Fluttershy what she had been hiding this whole time.

Fluttershy's eye's went wide as she saw Rainbow Dash's thick long rod pulse. “Mmmmm!”

Rainbow Dash felt Fluttershy trying to move and get away but Rainbow Dash wasn't about to let that happen. “Oh no you don't, if you struggle I'll make the punishment worse”

Fluttershy's eyes began to water hoping this was all a bad dream and Rainbow Dash knew she needed to take the punishment to the next level.

“Alright then, you asked for it” Rainbow Dash said before going between her back legs straight to her exposed folds and began to lick her gently.

Fluttershy gasped as best she could with a muzzle on her, she remembered this feeling with Twilight did that, the feeling of her wet tongue massaging her folds in a sweet manner. “Mmmm!”

Rainbow Dash noticed Fluttershy's sudden jolt and knew she was hitting just the right spot so she continued her assault on her tender folds, gently licking her folds getting her wet.

Fluttershy felt herself get wet from Rainbow's tongue, she couldn't move her body at all as Rainbow Dash's tongue kept her back legs from working right, she had never seen this side of Rainbow Dash before and she couldn't help question if this was really a punishment.

Rainbow Dash used her hooves to open her pussy lips and really dug her tongue into her wet folds now, she could almost taste her virginity she was so sweet.

Fluttershy moaned in her muzzle, she couldn't speak but she was getting hornier by the second. “Mmm!”

Rainbow Dash stopped licking her and started to suck on her clit making Fluttershy twitch and moan, Fluttershy closed her eyes drying her tears from before.

Rainbow Dash sucked faster and harder enjoying this a bit too much, she went between sucking and licking Fluttershy's cilt.

Fluttershy bit down on the middle part of the muzzle, she felt a tight pressure build in her soft folds, she enjoyed the feeling of the pressure. “Mmmmm!!”

Rainbow noticed this and knew what was going to happen making her excited so she picked up the pace with her licking and sucking.

Fluttershy couldn't hold it back and screamed out in her muzzle as she hit her orgasm. “MMMMMMMM!!!”

Rainbow Dash was hit by Fluttershy's juices spraying out of her fold lower lips, it was a lot more then she had seen with the others, Fluttershy was really pent up down there and that got her even harder and wanting to be inside her became a need, she licked and tasted Fluttershy's cum, it was sweet with just the right amount of salty, she rather enjoyed it really. “Mmmm, you're nice and tasty down there Fluttershy”

Fluttershy breathed heavy not being use to the sudden release, before she could recover however Rainbow Dash put a hoof on her head and shoved her head into the sheets making it hard to breath for the shy girl.

Rainbow Dash readied her colthood as she mounted the submissive mare, she knew with her virgin walls now moist from her climax it would be easier to take what Fluttershy was saving, Rainbow Dash thrust into Fluttershy's wet folds.

“Mmmmmmmmm!!” Fluttershy felt the large shaft enter her making her close her eyes from the pain and whine a little.

Rainbow Dash pushed inside her friend and felt her virgin wall, Rainbow Dash kept Fluttershy pined as she pushed breaking Fluttershy's virginity. “Ahhhhhhhh!! That's tight!”

“MMMMMMM!!!” Fluttershy bit down on the muzzle and teared up as her pussy bled, it wasn't a lot but it still hurt.

Rainbow Dash felt a little bad for hurting Fluttershy, but the pleasure canceled the pain. “Ahhhhhh!! Feels good!”

“Mmmmmmmmm!!!” Fluttershy moaned in pain and pleasure, her pussy hurt but the thick rod inside her felt warm, it didn't feel bad at all to her.

Rainbow Dash pumped in and out of Fluttershy, her member throbbing from the amazing warmth from Fluttershy's honeypot, she stick her tongue out and enjoyed each thrust. “Ahhhhhhhhh!!”

“Mmmmmmmm!!” Fluttershy moaned louder as Rainbow Dash pushed deeper, she could feel every inch pulse inside her privates, Fluttershy couldn't think as everything went white from the pleasure.

“Ooooooohhhhhh!!” Rainbow Dash thrust so deep it hit Fluttershy's womb, Fluttershy's pussy felt different from what she's used to, then again all of her friends felt different inside, but Fluttershy was smaller down there then the others making it harder to push in, but the way her pussy squeezed her cock felt amazing. “Ahhhhhhhhhh!! Fluttershy!”

Fluttershy's eyes went upwards as she felt the pressure come again, Rainbow Dash kept her pinned as she thrust harder into her, she was so absorbed in the pleasure she forgot all about the punishment, she just wanted the pleasure to continue.

Rainbow Dash then hit Fluttershy's g-spot causing Fluttershy to buck in ecstasy, her face buried further into Twilight's sheets, Rainbow Dash felt her wetness increase, she could tell that Fluttershy was enjoying this as much as she was and that made her increase her pace.

Each thrust caused a shock of pleasure to both of them, Fluttershy never felt this good in her life and she didn't even mind the slight abuse to make it happen, she wasn't into the pain, but she could deal with it since it was her friend and all.

Rainbow Dash felt her cock twitch and grow as her need for release grew, she thrust harder and faster into her wet folds, she then grabbed Fluttershy's long mane with her teeth and pulled back making Fluttershy's head go up and back allowing her to breath a bit easier but also causing pain as Rainbow Dash kept thrusting as she did this.

“MMMMMMM!!!” Fluttershy couldn't handle it all, she felt ready to burst and her hair getting tugged on like that didn't help.

Rainbow Dash increased her speed even more as she pulled her mane hard with her teeth, Rainbow Dash was getting off on all of this, she didn't know why it felt good, but she was in heaven hearing her shy friend's muffled screams, she then entered her womb hard. “AHHHHHHHH!!! It's soooo good!”

MMMMMMMMMM!!!” Fluttershy couldn't hold it back anymore, the pressure was to much for her body to take and she released her first deflowered orgasm, her creamy juices splashing all over Rainbow Dash's cock in her womb coating it in her cum. “MMMMMMMMMM!!”

Rainbow Dash felt the sudden release of Fluttershy's climax, feeling the hot sticky liquid coat her colthood she went over the edge and blew her orgasm straight into her womb shooting thick ropes of semen all over Fluttershy's wet insides. “AHHHHHHHHHHHHHHHH!!! FLUTTERSHY!!”

With them both climaxing around the same time Rainbow Dash let go of Fluttershy's mane, but she stayed inside her, she then grabbed the muzzle and took it off the tired mare letting her breath easier. “Haaaaaaaaaaaaa....”

Fluttershy moved her lips getting feeling back in her mouth before she spoke. “Am...am I done being punished?”

“Huh?” Rainbow Dash looked at her confused for a second before remembering how this all started. “OH! Wow, I'm sorry Fluttershy, I didn't mean to hurt you-I don't know what came over me”

Fluttershy shock her head and smiled before nuzzling her gently. “That's okay, it felt good for us both right?”

“Uh, yeah, it felt amazing..” Rainbow Dash blushed a little and rubbed the back of her head. “You must be tired huh? After what I put you through”

“I could use a nap” Fluttershy said with a small yawn. “But, could you stay in bed with me?”

Rainbow Dash nodded and laid down next to her not realizing she was still inside Fluttershy. “Sure, I can do that”

Fluttershy curled up against her as best she could with Rainbow's still thick rod inside her and a warm belly full of Rainbow's spunk, Rainbow Dash held her close as Fluttershy drifted to sleep, Rainbow Dash felt bad at first, but Fluttershy seemed okay, so she must have enjoyed it, so there was no problems, she then got to wondering about Twilight.

She knew Twilight was most likely ready to get the cure done, and she was glad about that, but she had grown attached to her new part, did she really want it gone? She didn't know anymore, she shrugged mentally and figured she could talk to Twilight about it later, so she closed her eyes and drifted to sleep on the messy sheets.

Chapter 6 (Final Chapter)

Rainbow Dash yawned and woke up still feeling quite good about what happened with Fluttershy, she rubbed the sleep from her eyes and noticed a figure standing at the bed, and it wasn't Fluttershy as she saw Fluttershy looking up at the figure.

Her vision cleared up and the figure revealed to be Twilight Sparkle. “Oh no..”

Twilight looked at them both annoyed. “Having fun...on MY bed!?” Twilight spoke as she stomped her hoof.

“Oh dear..I'm sorry Twilight..” Fluttershy spoke feeling embarrassed. “I'm sorry I didn't watch your house like I promised...”

“Uh, Twilight? This was my fault, don't blame Fluttershy” Rainbow Dash spoke up trying to help.

“You little promise breaker! I help you out and you in turn use my home to be filthy with Rainbow Dash!?” Twilight got into Fluttershy face about it making the shy pony withdraw scared. “I mean you didn't even invite me!? You are such a meanie!”

“Huh?” Rainbow Dash raised an eyebrow.

“I...I'm so sorry, please don't be mad at me...” Fluttershy spoke about to go into tears when she realized what she just said. “What?”

“I'm not mad you two used my bed for sex, what I'm upset about is I didn't get any, it's so not fair that Rainbow Dash gets to have sex with everypony and I have to be stuck in here making a cure! I want to have sex too!” Twilight complained as she joined them on the bed.

“Wait...everypony?” Fluttershy looked back at Rainbow Dash confused.

“Well...I sort of...kinda had sex with Applejack, Rarity, Pinkie Pie and then you..also Derpy” Rainbow Dash said rubbing her hooves together looking away.

“Oh...” Fluttershy didn't say anything, maybe she was hurt she wasn't Rainbow's first, or maybe she was okay with it? Rainbow Dash wasn't sure.

“Well Fluttershy, are you going to make it up to me?” Twilight said her hoof already found it's way between her back legs and clopping herself. “And you too Rainbow Dash!”

“Well...I..” Fluttershy wasn't sure what she could do, she was girl after all just like her and she didn't know how to please another mare. “I'm just not sure...how..”

“Me?” Rainbow Dash looked at her and smiled. “Sure!”

“Easy Fluttershy” Twilight said as she laid back and spread her back legs revealing her pussy to them. “Just put your cute face there and I'm sure you'll catch on!”

“So what can I do?” Rainbow Dash asked, normally she would have the pussy but she had never been in a threeway before.

“Rainbow Dash you get over here” Twilight motioned to her head.

“Oh!” Rainbow Dash knew what she was talking about and went over to her.

Fluttershy wasn't sure of what to do, but Twilight and Rainbow Dash seemed into it so she felt like she had to get into it as well, she lowered herself head first down on Twilight's crotch and she smelled Twilight's sex, it was oddly good smelling, like honey.

Fluttershy began to slowly lick Twilight's soft folds, it tasted like something she had never tasted before so she couldn't place it, but it was rather good. “Mmmmmm..”

Rainbow Dash poked Twilight's mouth with her large cock and Twilight swallowed the large rod moaning as Fluttershy worked her pussy, Twilight was really good at this, and Rainbow Dash could see Fluttershy doing her best to please Twilight as well.

Twilight sucked on Rainbow Dash's cock as Rainbow Dash placed a hoof on her head enjoying her moist mouth, she could feel Fluttershy's tongue work around her entrance, however she wanted more, so she grabbed Fluttershy's head and shoved her muzzle into her crotch surprising Fluttershy at first but she got more into it with each lick.

Fluttershy licked deeper feeling Twilight's moist pussy with her tongue, the taste only got better as she got more into it, her lips played with Twilight's clit more sucking gently on it.

“Mmmmmmm!!” Twilight moaned enjoying the feeling of Fluttershy's tongue and Rainbow Dash's cock trusting into her mouth, her desire only increased as she sucked hard on Rainbow Dash's rod.

Rainbow Dash held Twilight's head and moaned loudly, she pushed Twilight's head further down making her take more of her cock into her mouth, her breathing getting heavy as Twilight sucked on her thick member.

Fluttershy tongued Twilight deeper feeling her juices build, she could feel herself getting wet as well, the desire building up inside her like before, she then stopped with her tongue and sucked on Twilight's clit causing more pleasure then before.

Twilight Felt pressure build up in her crotch, she had no idea Fluttershy was such a natural at this, she held Fluttershy's head loving every second, she used her tongue to feel all around Rainbow Dash's cock as she sucked on it. “Mmmmmmmm!”

“Oh Celestia that's good!” Rainbow Dash cried out feeling her member twitch inside Twilight's maw, she could feel the need to release coming closer and Twilight's tongue was making it come even faster, she dug her hoof into the back of Twilight's head and stick her own tongue out from the sheer pleasure. “Ahhhhhhhhh! Don't stop!”

Twilight then went faster on Rainbow Dash's member deep throating it, Fluttershy also increased her speed on Twilight's pussy, Twilight moaned loudly in a lewd tone as she hit her climax, squirting her juices into Fluttershy's mouth making Fluttershy pull back to breath.

As Twilight came Rainbow Dash reached her own orgasm and shot a load of semen down Twilight's throat. “Ahhhhhhhhhhh!!”

Twilight Swallowed Rainbow Dash's semen and pulled back letting go of her cock. “Haaa..”

“Haa..haa...wow...” Rainbow Dash fell back catching herself, semen stinging from her rod to Twilight's mouth as she took deep breathes.

Fluttershy smiled and stood up. “That felt really good, and tasted nice too”

“And we're not done yet” Twilight said as she licked the last of Rainbow Dash's semen off her lips.

“We're not?” Fluttershy asked.

“Of course! We only just started, and I'm not done with you yet Cutieshy!” Twilight said with a grin.

“Cu-Cutieshy?” Fluttershy blushed from the nickname. “Okay then”

“I'm ready for more too!” Rainbow Dash said as her cock got hard again.

Twilight got in front of Rainbow Dash and raised her rump in the air for her. “Then take me!”

Rainbow Dash got even harder and smelled her pussy, she was wet from Fluttershy's tongue and the thought of plowing her pussy with Fluttershy's saliva got her excited. “Yeah, in a minute, Fluttershy come here”

Fluttershy nodded and went over to her, Rainbow Dash pointed to her cock. “Now suck on my cock and get it nice and moist”

Fluttershy lowered her head to Rainbow Dash's cock before taking it into her mouth and sucking on it. “Mmmmmm!”

Twilight was wet and in need of pleasure, she watched Fluttershy suck Rainbow Dash's rod and her pussy seemed to drip in excitement, she didn't know if she could last.

Rainbow Dash felt her lips tighten around her shaft making her cock harder and perfectly lubed the way she wanted, she held Fluttershy's head to her crotch and she could see Twilight was in need of some pleasure, so she took a hoof and rubbed Twilight's pussy to keep her nice and wet.

“Ahhhh!” Twilight gasped in pleasure feeling Rainbow Dash's hoof against her soft folds, her desire only increased with each hoof stroke.

Fluttershy sucked on Rainbow Dash at a quick pace, Rainbow Dash's cock was sensitive from her climax from before so she could feel the pressure building already. “Oh that feels good!”

Rainbow Dash moaned loudly as Fluttershy sucked her cock, her hoof grinding against Twilight's wet folds making Twilight stick her tongue out, she was obviously horny, more then even Rainbow Dash who couldn't stop thinking about sex lately.

Twilight dug her hooves into the sheets as Fluttershy sucked on Rainbow Dash's cock harder and Rainbow Dash was digging her hoof into Twilight's marehood, each girl moaning got louder by the second.

“Mmmmmm!” Fluttershy pushed herself against Rainbow Dash taking in more of her cock and sucking on every inch.

“AHHHHHHHHHHHH!!!” Rainbow Dash couldn't hold back as she blew another load of semen down Fluttershy's throat, coating her throat in her hot seed, Rainbow Dash pulled out of Fluttershy's mouth, she rubbed her hoof against Twilight's pussy even faster then before.

“Ahhhhhhhhhhh!!!” Twilight cried out as she came all over Rainbow Dash's hoof, and Fluttershy grabbed Twilight pulling her in front of her sandwiching her between her and Rainbow Dash, her cheeks were puffed up from Rainbow Dash's semen, Fluttershy suddenly kissed Twilight's lips and opened her mouth making some of Rainbow Dash's seed flow into Twilight's mouth.

Rainbow Dash watched as Fluttershy tongued Twilight's mouth with her seed going between them, that only get her more excited, keeping her hard, she knew this was a good time to take Twilight's flower, so she grabbed Twilight's hips and readied her hard shaft to Twilight's wet pussy.

Rainbow Dash inserted her cock into Twilight's pussy with ease due to her cock being wet with Fluttershy's saliva and Twilight's recent orgasm, it was still very tight though. “Ahhhhhhh! So tight!”

“Mmmmmmmmmmmmm!!” Twilight screamed in pleasure in Fluttershy's mouth, but she couldn't break the kiss because Fluttershy was tongue deep in her mouth, the taste of Rainbow Dash's seed tasted so good her mind was blank.

Fluttershy tongued her harder making out with Twilight as Rainbow Dash thrust deep taking Twilight's virginity, Rainbow Dash felt the sense of satisfaction again just like when she took all of her other friends flowers, she kept a tight grip on Twilight's hips and thrust fast and hard keeping a good pace.

The pain was barely there as the pleasure took it's place thanks to Fluttershy's tonguing, Twilight only bled a little, she almost didn't feel it from the pleasure of Fluttershy's tongue against her own. “Mmmmmmm!”

Rainbow Dash's thrusting increased in speed as she kept Twilight sandwiched between her and Fluttershy, she was rather surprised that Fluttershy was so into it, which only made her hornier, Twilight's tight walls squeezing her cock made her go over the edge of lust, she wasn't as tight as Fluttershy, but that didn't matter to Rainbow Dash. “So good!”

Twilight gasped as she sucked on Fluttershy's own tongue, she could feel Rainbow Dash's thickness pulse inside her, it was already so deep she couldn't think straight and she liked it. “Mmmmmm!”

Fluttershy was hot, she wanted release too but Rainbow Dash and Twilight were focused on each other, but she wasn't going to be left out, she slammed her clit against Twilight's own clit as she pushed against her squeezing Twilight even tighter between the two Pegasi. “Mmmmmm!!”

“You two are even more horny then I am!” Rainbow Dash said as she pumped her cock inside Twilight's pussy she could feel herself enter her womb, her sensitive cock was ready to climax yet again, each thrust making Rainbow Dash's insides tighten. “Ahhhhhhhh!! So close!”

Twilight could feel Rainbow Dash grow inside of her and Fluttershy's clit against her own felt even more amazing, her body craved for more as her mind went blank, she felt the pleasurable pressure build up once again.

Fluttershy moaned loudly as she was grinding her clit againt Twilight's, her mouth sucking Twilight's saliva, she felt herself enjoying this more then anything she's ever done before, she didn't understand why, but she knew she didn't want it to stop.

“Ahhhh!! Twi-Twilight!! Cumming...AHHHHH!!” Rainbow Dash thrust faster then before, she couldn't hold it back anymore as she reached her climax and blew her semen into Twilight's womb coating her inner walls with her creamy seed.

Twilight couldn't hold back as she felt Rainbow Dash's seed fill her body making her break the kiss with Fluttershy and screaming with pleasure as she reached her orgasm. “Ahhhhhhhhh!! So much!! AHHHHH!!!”

Fluttershy cried out in pleasure with them cumming her juices all over Twilight's crotch and Rainbow Dash's shaft, her pussy soaked through and sticky with a mix of Twilight's and her own cum. “Oh yes!! AHHHHHHHH!!”

All three mares came hard mixing their juices and seed together, Twilight took a couple deep breathes and leaned back against Rainbow Dash who embraced her and Fluttershy before laying back with them in her hooves, both on each side of her.

“Haa..haa...wow...three ways...are really...haa..haa...hot...” Rainbow Dash panted having a hard time to speak, she had never climaxed so much at one time before, she liked it but it was really tiring. “You girls....were amazing...”

“Haa..so..haa..were...you...Rainbow Dash..” Twilight spoke, her lips were hard to move after kissing Fluttershy, she had no idea Fluttershy could hold her breath so long, she barely had any air left in her lungs. “And you...too...Fluttershy..”

“I'm just....glad I could...please you both..” Fluttershy took a couple breathes in between her words, she couldn't help but relax and feel good, she felt so assertive with what had happened, maybe if she trained her body with more sex she could be really assertive in bed?

Twilight managed to get her breath back and smiled at Rainbow Dash. “You know? I had a lot of fun Rainbow Dash, I'm going to miss that new body part of yours after I cure you”

Rainbow Dash looked at her and then thought about it before making a sigh. “You know something Twilight?”

“What?” Twilight looked at her confused.

“I've been going around with this member of mine for awhile now, it hasn't been long, not even a month, but I've kinda grown to it, beforehoof I was scared what the others would think, but one by one I slept with all my friends, Applejack, Rarity, Pinkie Pie, Fluttershy and then you, and everyone enjoyed it, and so did I”

“Oh?” Twilight sat up a little. “So what are you saying?”

“I'm saying...what I'm trying to say Twilight, is that I like it, I don't think I could part with this thing now, and I know my friends like it too” Rainbow Dash explained. “I took everypony's virginity, I even came inside you all, and every time I did, I fell more in love with you girls”

“Really Dashy?” Fluttershy looked at her with a wide smile.

“Yeah, Friendship is magic, but it's grown to be more then just friendship now...” Rainbow Dash blushed trying to find words so it didn't sound so mushy, but was failing at it. “You know..it's like..better...like I'm 20% closer to you all..”

Twilight nodded and laid back down to Rainbow Dash's side and kissed her cheek. “Okay then Dashy, if that's what you want, I'll stop looking for a cure, I'm sure the others will be excited to hear that as well”

“Yeah..but uh..can we leave out the mushy stuff? Let's make sure that it never leaves this house, I don't want them to think I've gone all...soft” Rainbow Dash added.

“Hee!hee! Well if you insist Dashy” Fluttershy said hugging her gently.

“Cool” Rainbow Dash said and relaxed.

“Oh...you wanted that a secret?” Twilight asked looking a bit worried.

“Twilight? What did you do?” Rainbow Dash sudden sat up.

“Hehehe, well I sort of knew you two were here before you two woke up..so I got the others...” Twilight blushed with a gleeful smile.

Suddenly Applejack, Pinkie Pie and Rarity all popped up from down stairs, and Pinkie Pie spoke up first. “Hey Rainbow Dash! We heard everything, that was an awesome party between you three!”

“Whoa!!? you all heard that!? All this time!?” Rainbow Dash jumped back on the head of Twilight's bed in shock.

“Twilight, you should have told us, I had no idea I was being watched...” Fluttershy went back to shy mode and hide into her hair from embarrassment.

“Oh we saw it all Fluttershy darling, I've never seen that side of you before, I simply fell in love with that assertiveness you showed!” Rarity said with a grin.

“Well Rainbow Dash? You started this mess and now you have to live with it, can you handle all of us as lovers and friends?” Applejack asked.

Rainbow Dash looked at Applejack and thought about it, she in a way did start all this, she didn't think they all wanted to continue this, but she could see the lust in their eyes, each pony wanted more, and heck, so did she, having a harem of her best friends sounded better by the minute, each of them willing craving her cock everyday, she was getting hard at the thought of it.

“Well Rainbow Dash? What do you say?” Twilight asked knowing the answer.

Rainbow Dash had always wondered what it would be like to have a special somepony, but five? This is every colt's dream, except for her it wasn't a dream and she, for the most part wasn't a colt, but hey she didn't care what she was now. “You got it girls, I'll do it!”

“Yay!” Each mare jumped her in in excitement and hugged her, Rainbow Dash had no idea what craziness she just got herself into, but she was happy, happy that they were all so happy, although she had no idea that such pleasure came with foals in the end, but that was something to worry about for another time.

THE END.