Mid-Air Refueling

Twilight sighed happily, the warmth from her marefriend giving her comfort on this slightly chilly day. She and Rainbow were taking a well-deserved nap on top of a cloud after a few hours of flying practice, and she’d just woken up. They had their wings draped over each other’s backs and Rainbow had laid her head up against one of Twilight’s forelegs, using it as a makeshift pillow.

The summer was just turning to autumn, and for some reason, today was unnaturally chilly, almost to the point where Twilight felt like she needed to put something on. She had chosen against it though, for she had known that she’d work up a sweat during her practice session with Rainbow.

As she laid there upon the cloud listening to Rainbow’s soft breaths, she saw the rainbow-maned pegasus stir a little bit. Twilight leaned down and laid a soft kiss upon the back of her head, letting a smile slip onto her face as she felt her stretch against her wing. She pulled it back to her side and folded it, giggling as she watched Rainbow roll over onto her back, much like a cat.

“Heya, Twi…” Rainbow said, snuggling closer to Twilight. She planted a quick kiss on her marefriend’s lips and sat back, stretching her back and legs. Right in the middle of it, though, she felt the tip of a feather run across her lower belly, making her cry out in surprise. Giggling, she swatted Twilight’s ticklish feather away and rolled over, protecting her ticklish tummy from any further assaults.

“Hey Dashie,” Twilight said as she affectionately nuzzled Rainbow’s cheek. She let out a short yawn and asked, “So… what’s next? You said you wanted to show me a technique that lets pegasi fly for longer periods of time, right?”

A soft blush tinted Rainbow’s cheeks a beautiful rose color. “Oh, heh, y–yeah, that one!” She shuffled her wings then looked back up at Twilight. “This next technique, in theory, is supposed to let pegasi fly for extended distances without having to stop to rehydrate. It’s only for couples, and it involves something I’m sure you’re gonna love…” Rainbow opened a wing and rubbed Twilight’s pert flank with the tip of a feather, giving her a sultry look all the while. “You see where I’m going with this?” Twilight’s flushed face, wide eyes, and slowly-rising wings told her that she knew exactly what she was talking about.

“You want us to eat each other out while we’re flying?” Twilight asked. “Isn’t that dangerous?”

“Not for expert flyers like us!” Rainbow stood up and flapped her wings a few times. “Now come on, let’s get that cute little butt of yours in the sky!” At that, she and Twilight took to the sky, flying upwards in lazy circles to gain altitude.

“Let’s go to the southern fields; nopony should be out there!” Rainbow called out, pointing in the direction she wanted them to go. Twilight nodded back and put on some speed, putting everything she learned from Rainbow to the test.

Rainbow had flown directly behind Twilight the entire time just so that she could enjoy the view. After a few minutes of flying in silence, Rainbow felt a couple of droplets hit her muzzle, making her feel confused. There weren’t any rain clouds in sight for miles in any direction. With a sly look, Rainbow looked back up at Twilight’s ass and quickly saw that she was sopping wet; the droplets she had felt on her muzzle was Twilight’s arousal slipping from her slit.

Rainbow looked down and noticed that they were already well over the southern fields, so she figured now was as good a time as any. “Just fly straight, Twilight!” she yelled. “And spread your hind legs!”

Twilight nodded and complied, spreading her hind legs. She found it a bit hard to do so because of all of the drag that her legs created, but she was able to spread them just enough to give Rainbow’s muzzle access to her pussy. She looked back over her shoulder just in time to see Rainbow fly up behind her. Rainbow grabbed her hind legs and pulled herself in a little closer, just enough for her breath to tease her lower lips.

Twilight bit her lower lip when she felt Rainbow’s tongue go to work. The warm, slippery appendage worked its way into her folds, spreading her labia. Up and down her tongue ran, never giving her any reprieve, sending shivers of pleasure through her body. Rainbow planted her lips over Twilight’s pussy then plunged her tongue as far inside of her as she could.

“Oh, Rainbow…” Twilight softly moaned to herself. She knew that her marefriend wouldn’t be able to hear her, but it didn’t matter. She almost forgot to keep flapping her wings at that point, but instinct kept her in the air. Twilight bucked her hips back onto Rainbow’s muzzle, trying to get as much of her tongue inside of her as she could. She struggled to keep herself in the air, but the orgasm starting to well up inside of her threatened to make her scream in bliss and lose control. The fact that anypony could see them performing such an intimate act pushed her closer to the edge of no return, and when Rainbow suddenly moved down to her clitoris, Twilight finally slipped over the edge.

“I’m cumming, Dash!” Twilight cried out as her muscles seized up. She squirted a couple bursts of cum right into Rainbow’s waiting mouth, and as her orgasm started to rock both her mind and body, she forgot to keep flapping her wings. Still squirting, Twilight dropped like a rock, moaning all the while as her orgasm consumed her.

Rainbow had expected something like this might happen, so after licking Twilight’s cum from her lips, she dove after her marefriend, catching her a few seconds later.

“Hnnng– Ah!” Twilight moaned into Rainbow’s shoulder, still in the middle of her orgasm. She coated her lover’s right foreleg with another dribble of cum before her pleasure died away, making her go limp as she relaxed into Rainbow’s embrace. She kept quiet as Rainbow flew them over to a nearby cloud, blushing, knowing full well that she messed up. It was totally worth it, though…

“You alright, Twi?” Rainbow asked as she finally landed on a nearby cloud. She gently let her marefriend slip from her hooves and laid down next to her, running a hoof through Twilight’s mane. “Nothing’s hurt, right?”

“Nope!” Twilight giggled. “That was one heck of an orgasm, though! I don’t think I’ve ever cum so hard in my life!” She leaned in for a quick kiss, teasing Rainbow’s lips with the tip of her tongue. “Thanks for catching me… I knew you would…”

“Yeah, no probs… So, you think you’re ready to try it out on me?” Rainbow asked, letting her shoulders slump in relief.

“Nah, I think I got the gist of it,” Twilight said. “How about I repay the favor instead?” She pushed Rainbow onto her back and sat down on her chest, shoving her wet pussy into Rainbow’s muzzle. “I think I still have enough in me for another go…”

“Mmm… yeah?” Rainbow grabbed her lover’s flanks and yanked her closer. Instead of trying to get Twilight off as fast as she could, Rainbow started off slowly, using her wings to spread Twilight’s labia apart. She flicked her tongue in between the two lips, teasing her entrance ever so lightly. Upon hearing Twilight give a soft moan, she pressed her tongue up against her pussy and started lapping away, much like a dog would lick. As Twilight’s juices started flowing again, Rainbow let her wings fall away, moving them to wrap around Twilight’s flank. Her tongue slid in between her lover’s puffy lips, spreading them and letting them fall back together with each lick, swallowing all Twilight had to offer.

A few moments later, she felt Twilight go to work with that wondrous tongue of hers. She always knew just how to push her buttons, making her squirm under Twilight’s weight. Her hind legs started twitching on their own, same with her tail. Twilight used her wings to hold her hind legs apart, leaving her spread wide for the whole wide world to see.

As Twilight went to work on her clit, Rainbow couldn’t help but let a moan slip from her lips. Her own juices now starting to drip down in between her legs, she felt Twilight chase after them, running her tongue up from the base of her tail all the way back up to her clit. The moment her tongue grazed against her sensitive nub, Rainbow let out a squeal of pleasure, gripping Twilight’s ass harder as pleasure crashed upon her mind.

“You liked that, didn’t you?” Twilight asked in a low voice, shooting a sexy look over her shoulder. “I bet I can make you cum just from playing with your little sexy love bead…” She slapped Rainbow’s ass with a wing a couple of times then went back to work, wrapping her lips around her clitoris. She flicked it every which way as she sucked on it, making her squirm even more beneath her.

Rainbow chose not to respond, instead choosing to plunge her tongue as far inside of Twilight as she could. She wanted to cum at the same time with her marefriend, and as she felt her orgasm start to near the point of no return, she brought a sole feather up to Twilight’s clit and started rubbing it as fast as she could, eliciting a squeal from her. She put more pressure on it and pulled her tongue out just to tease her entrance, knowing full well that this was what Twilight loved.

Two can play at this game! Twilight thought as she held on. Lighting her horn, she knew she wouldn’t be able to last for much longer, so she used her magic to form a dildo-shaped object. She pressed the tip of the object against Rainbow’s pussy, rubbing it back and forth to coat it in her juices as she never stopped the relentless assault on her clit. As she was just about to let go and cum all over Rainbow’s pretty little face, she rammed the dildo inside of her lover, stretching her and pushing her over the edge. Hearing Rainbow moan from her efforts was just enough to push her over the edge as well.

Twilight felt her pussy clench and unclench as she came, squirting burst after burst of cum over Rainbow’s muzzle. She felt her wrap her lips around her pussy as she came, letting her buck back into it to eek out a bit more pleasure. Shivers of pleasure ran up and down her spine, making her vision go dark for a few seconds as wave after wave of pure pleasure crashed upon her mind.

As her orgasm finally died down, Twilight collapsed, falling off to the side. Panting, she snuggled up to Rainbow, laying her head in the crook of her left foreleg. “So… I guess that technique didn’t work out so well after all, huh?” Twilight asked softly, her muzzle smeared with Rainbow’s juices.

Rainbow chuckled, licking Twilight’s love juices from her lips. “What, are you kidding me? It got me laid, didn’t it?”