Initiation Day

by Holy

Rating: mature
Tags: Slice of Life, Sex, Human, Spitfire, My Little Pony: Friendship is Magic, Soarin, Rainbow Dash
Length: 7630

After years of training, Rainbow Dash is finally ready to join the Wonderbolts. The only thing she has left to do is to go through Spitfire and Soarin's initiation.

After years of training, Rainbow Dash is finally ready to join the Wonderbolts. The only thing she has left to do is to go through Spitfire and Soarin's initiation.

Proofread by Liger Storm | Art Source | Support the author | Ko-fi

Published 2015-05-11 21:20:01 UTC
Last updated 2015-05-11 21:20:01 UTC

Initiation Day

The gentle sound of the ocean wind rolling over the sand filled the air. Rainbow Dash stood awkwardly, her toes prodding at the sand underneath her as she waited. She could already feel the warmth build up on her exposed skin from waiting in the sun for so long. She was never comfortable sitting still for very long, and the feeling of restlessness only intensified from the fact that, as far as she could tell, she was the only one on this stretch of beach for quite a while in either direction.

Today was supposed to be her first real day to get to know her (hopefully) new coworkers. It wasn't like she hadn't met Spitfire and Soarin before, but she'd only ever been around them in much more formal situations, and she was still very much just a kid back then. Even when around Spitfire, she still felt like she was just a kid, even after going through every school and training program to fulfill her dream.

Rainbow never really thought about The Wonderbolts having a beach house, but here she was in front of it, waiting for what might just be the most important day in her life. As the nervousness continued to wash over her, Rainbow closed her eyes and tried to take deep breaths, focusing on the soothing sounds of the waves hitting the sand, and the warm air washing over her skin.

She became even more restless as excitement and doubt flew around her head. Rainbow mentally prepared herself to give the best impression she possibly could, going over every little conversational tangent she could think of to make herself look as cool as possible.

A hand placing itself on her shoulder snapped Rainbow out of her reverie, causing her to jump and let out an embarrassing squeak. When she looked back to see who the perpetrator was, none other than Spitfire, Soarin, and Fleetfoot were lined up behind her giving her amused grins, with Spitfire still holding onto her.

"Expecting somebody else, kid?" Spitfire asked in a playful tone.

Rainbow Dash turned around and went as stiff as she could manage, careful to not make direct eye contact with any of them. "N-no, ma'am Rainbow involuntarily winced. Not looking so cool already.

Spitfire just gave her a quick laugh, glancing back at Soarin for a moment before coming back to Rainbow. "Listen, kid. You can drop the 'ma'am' shit for now. You're not in the academy anymore. We're not out here to intimidate you."

Rainbow allowed herself into her normal posture, trying to smile through her sudden embarrassment. "...Right. So, uh, what are we gonna do?"

"Fleetfoot wanted to work on her tan, but I figured we'd put you to the test first," Spitfire said, shoving a volleyball into Rainbow's stomach and walking past her. Rainbow looked down at the volleyball, then up to Fleetfoot, who was busy rolling her eyes at Spitfire, then to Soarin.

Soarin could see the worry on Rainbow's face, and tried to give her a reassuring smile, beckoning her along as they walked with Spitfire. "Don't worry, we're just here to have fun for now. Spitfire doesn't want to do her initiation until later."

"Initiation?" Rainbow asked, looking between Fleetfoot and Soarin.

Fleetfoot ran a hand over her head, slicking back any unruly hairs, then looked over to Rainbow. "Everybody's got to go through it at some time, kid. Just try not to make too much of a mess. We just bought new sheets."

Rainbow gulped, a myriad of horrible situations going through her head. She felt extremely uncomfortable as her usual confident personality began to fall away at the possibilities her childhood heroes had in store.

Soarin put a reassuring hand on Rainbow's shoulder. "Hey, don't worry. It's not that bad. It's just some stupid tradition Spitfire makes all the new recruits go through," Rainbow noticed Soarin's smile fade, supposedly since that obviously didn't make her feel any better, "We're not going to hurt you or anything."

"What are you guys going to do?" Rainbow asked, trying to push away her apprehensive tone.

Soarin shied away from her, rubbing the back of his neck with one hand. "Er, I don't think Spitfire wants you to know what it is just yet, you should probably talk to her about it."

Rainbow decided to hold her tongue for now. As they walked, Rainbow noticed they were heading towards a volleyball net sticking out of the sand, and considering the object in her hands, she managed to guess Spitfire's first intended activity.

Spitfire turned around in front of the net, and immediately set her eyes on Rainbow. "Dash, you're on my team. I want to see what you've got."

"Yes m--" Rainbow caught herself straightening up and falling into old habits as soon as Spitfire raised an eyebrow at her. "I mean... sure thing. Let's do it."

"Well if we're gonna be out here for a while, I'm still going to try to tan," Fleetfoot said, reaching behind her back as she walked to the other side of the net.

Rainbow Dash's heart skipped a beat when she saw Fleetfoot's bikini top fly through the air and land in the sand. It skipped another beat when she saw the athlete's pristine body, the contours of her well-defined muscles shining through her pale skin.

"Didn't you learn your lesson last time, Fleet?" Soarin said playfully, "The only color you turn is red."

Fleetfoot rolled her eyes. "I upped the SPF this time, Soarin. Besides, maybe if you kept your eyes to the sky instead of on me you might be a better pilot."

"Hey, it's not like I haven't seen it before," Soarin said without much care. Spitfire spared a laugh at their exchange. Rainbow Dash, on the other hand, stared at the two, bewildered for a moment. Her eyes settled on Fleetfoot again, half amazed that she just stripped so lackadaisically, and half stunned by seeing someone she's idolized for years almost naked. Her sleek, aesthetic form drew Rainbow's eyes and refused to let them go. Rainbow could feel the heat forming on her cheeks.

Fleetfoot noticed her gaze for a moment and met eyes with her, causing Rainbow to look away quickly.

Spitfire bumped her hip against Rainbow's, snapping Rainbow out of her daze. "Enjoying the view, kid?" Spitfire asked with a smile.

In a sorry attempt to reconcile, Rainbow did the first thing that came to her mind. "What? Of course not. I... I just thought it was a really good idea!" Rainbow said as she reached behind her own back and pulled at the knot on her bikini, letting it fall into one hand as it threw it to the side, revealing her entire upper body to them.

Her own feelings caught up with her impulse, and she could feel her cheeks begin to burn, and from more than just the sunlight. Soarin eyed her from the other side of the net, giving a surprised nod as he looked over her near-bare form.

"Well now I just feel left out," Spitfire said, pulling her own bra off and throwing it to the side as well. "Everybody comfortable yet?"

Soarin laughed and said "Lucky me."

"Enjoy it while it lasts," Fleetfoot said, "How about we get started already"

"Good idea." Spitfire moved in closer to Rainbow, pulling the volleyball out of her hands. Just for a split second, her breast rubbed against Rainbow's arm. Rainbow internally reprimanded herself for getting into this situation. The flurry of emotions circling through her body was almost too much to handle. The sight of Spitfire's body only made things worse. Rainbow tried not to get caught in a gaze like she did with Fleetfoot, but still couldn't manage to look away.

Spitfire was more busty than the other girls, yet still managed to keep a visible six pack. Her breasts bounced lightly as she walked, remaining perky enough to still look amazing even with their size. Rainbow snapped her eyes away just as Spitfire looked at her, but there was no doubt she saw her.

"Our serve. If Rainbow here can play anything like she can fly, you two don't have a chance," Spitfire said, readying herself at the end of the sticks in the sand.

The two across the net adopted competitive smiles and dropped into more athletic stances. Rainbow felt her face contort into her own cocky smile. Now this is what she lived for. With her embarrassment washing away, she got into position to play her first game of near-naked volleyball.

A wicked slap resounded behind Rainbow, and the volleyball flew over her head at breakneck speeds. She would've looked back at Spitfire in amazement if she wasn't already being attacked from the other side of the net.

This wasn't like any other day at the beach with her friends. Spitfire wasn't lying when she said they were going to put her to the test. The speed at which the ball flew over the net made Rainbow struggle to keep up, and her forearms began to sting from the constant, intense impact they put on her. With each pass over the net the group became more tense, putting more strength behind their hits and getting faster in their steps. Each point Rainbow got she had to fight, tooth and nail for. Soarin and Fleetfoot weren't about to take it easy on them.

Spitfire was a force to be reckoned with as well. Rainbow thought she could've taken them both on by herself, from how she was playing. With such tenacity and drive in every step, Rainbow could tell why she was the captain of The Wonderbolts. Her ferocity and desire to win reminded Rainbow of herself, and their drive only made them work better as a team. Most of the time.

As sand and sweat flew across the court, the score got closer and closer. After every point the winning team would yell out the score in victory, causing the other to throw back their own cocky comeback, with Rainbow even joining in on a few exchanges.

Near the end of the match, Rainbow's own hubris began to get the better of her. After a quick return from Soarin, both Spitfire and Rainbow called it out at the same time, with neither of them actually acknowledging the other. This ended up with a full on collision, with the patting lightly in the sand below, almost mocking them with the ease of which it came over.

The two of them fell to the ground in a tangle of limbs, their bare skin rubbing together, making Rainbow feel the sudden embarrassment that she thought was gone at the beginning of the game. Her breath caught in her throat being so close to her idol. She experienced having a face full of Spitfire's busty breasts, feeling the soft skin smack her right on the cheek. Feeling her firm flesh stirred something up inside Rainbow, something that made her heart race and her cheeks and between her legs heat up. She quickly scurried away, pushing hard against the sand to put some distance between them. Her confident mood quickly fell apart and she found that she couldn't look her hero in the eye.

"Sorry! I didn't mean to--" Rainbow choked up mid-sentence as Spitfire rose in front of her, wiping sand off of herself. At the angle Rainbow was sitting, she got the perfect view of Spitfire's glistening body, shining with a few beads of sweat from their game. As she stretched to get the sand off of her legs, Rainbow couldn't help but notice the taught muscles flex underneath her skin, building up a pit in Rainbow's stomach and making her close her legs even tighter.

"Eh, don't worry about it, kid," Spitfire said, reaching out a hand to help Rainbow up.

Rainbow slowly took her hand, still unable to look her in the eye.

"Just get your head in the game. I'd hate to let them win."

Rainbow cleared her throat, trying to distract herself from her own feelings. "Yeah, let's go get 'em," she said with as much confidence as she could muster.

"Haha! Twenty twenty. Next point wins and you two are about to go down," Fleetfoot said, cocking her hips and flashing a taunting smile.

Spitfire walked over and picked up the ball, positioning herself at the back to serve it yet again.

"Let's go, kid! Last point!" Spitfire yelled as she tossed the ball up in the air. With a slight hop and another booming smack, the ball flew across the net yet again.

Rainbow tried to shake off her own embarrassment and get her head back in the game, but the distracting forming inside her wasn't allowing it. Soarin stepped back to receive the serve, and with a soft pop passed it over to Fleetfoot, ready and waiting close to the net. With a quick smirk in her direction, Rainbow knew she saw her momentary absentmindedness, and spiked it as hard as she could manage.

Rainbow could hear the gust of air around the ball as it came at her. In an uncharacteristically unathletic attempt, Rainbow winced and held her arms out in front of her.

The stinging impact and a loud pop resounded on her forearms, making the ball fly up high into the air. Rainbow looked up at it, perplexed that it could ever reach such heights. Spitfire looked up and ran as fast as she could over to where she thought it might land. With a quick jump and an outstretched arm, Spitfire bumped the ball high over in Rainbow's direction, before landing face first into the sand.

As the ball flew towards the net, Rainbow saw the opportunity to atone for her mistake. She jumped into the air towards the net, spiking it mid-path as both Soarin and Fleetfoot were moving to the other side of the court. With a thunderous smack of her own, she hit that volleyball directly into the ground on the other side of the net, kicking up sand and crushing any dreams Soarin and Fleetfoot might have had of winning.

A massive smile came over Rainbow's face, and she jumped up and down in victory, not even caring about the obvious bounce in her breasts. "Woohoo! In your face! You two never even had a chance!" Rainbow said, relishing her victory.

Soarin and Fleetfoot were too busy letting their mouths hang open to reply. They both looked amazed that Rainbow took that last point so easily after the fight they'd put up in the last twenty.

Spitfire got up out of the sand, brushing it off of herself as she walked over to Rainbow. "Nice save, kid. I almost thought we might not win for a second there."

Rainbow stopped jumping and put on her most confident expression. "Us? Not win? Like that was ever going to happen."

Fleetfoot rolled her eyes and walked over to her bra, picking it up and making her way back to the beach house. "Whatever. I'm gonna go relax on the deck for a while."

Spitfire nodded towards her "Alright, we'll catch up with you in a minute."

Soarin ducked under the net, his usual smile back on his face. "That was really fun. It was nice playing with you, Rainbow; those were some awesome moves."

Rainbow crossed her arms over her chest, her victory smile still wide on her face. "Heh, I know."

While some people might have been annoyed at her cocky attitude, Spitfire just looked at her with a knowing smile. The lack of the usual praise or trash talking made Rainbow slightly uncomfortable, as the implication crossed her mind.

"Yeah, that was pretty fun." Spitfire looked up to the sky. The summer sun was starting to make its way towards the horizon, as it was getting close to late afternoon. Spitfire looked over to Soarin with that same knowing smile. Soarin's own grin turned worried, and Rainbow's soon followed suit. "Only a few more hours of sunlight; you up for the initiation yet?"

Soarin rubbed the back of his neck again. "I don't know, Spitfire. Do we really have to put every new recruit through that?"

"Oh stop complaining, you've got the best part." Spitfire started walking back towards the house, grabbing both hers and Rainbow's bra before waving her arms for them to follow. "Come on, let's get started already."

A little uneasy, both Rainbow and Soarin followed behind her. Rainbow looked over to Soarin, a pit growing in her stomach at the prospect of whatever this initiation was. "So, uh... It's nothing too bad, is it?" Rainbow asked, the worry plain in her voice.

Soarin sighed. "No, I guess not. It's just... tiring, I guess; especially after a game like that."

Rainbow looked back towards Spitfire, her nervousness still growing exponentially. "Oh..."

"If you really don't want to, you don't have to. Spitfire just likes to get more, uh, personal with the new recruits I guess."

Rainbow didn't respond. The walk back seemed a lot longer than the walk over.

After the silent walk back, Spitfire spoke up as she opened the back door and paused. "Hey, Fleet. We're about to initiate her. You wanna join in?"

Rainbow walked up the deck stairs behind Spitfire and spotted Fleetfoot stretched out in a wooden lounge chair, enjoying the clear skies. She didn't even open her eyes as she answered Spitfire. "Nah, I think you guys can handle her. I'll be out here if you need me."

Spitfire turned back around to look at Rainbow, giving her a teasing smile. "You ready for this, kid?"

Rainbow shot her back as confident a look as she could manage. "I can handle whatever you throw at me."

Spitfire gave a soft chuckle. "We'll see." With that, Spitfire ushered the other two inside. Rainbow's anxiety about the situation died slightly when she saw the inside of the beach house. She knew The Wonderbolts weren't hurting on money, but Rainbow had never seen a place so nice. It was like a small wooden mansion right next to the ocean.

Before she could truly take in the beauty of it all, Spitfire shoved her into an open doorway that Soarin had just walked through. "Right here, kid."

Rainbow stumbled in, getting a quick look at her surroundings. The wide window on the opposite side of the bed illuminated the entirety of the massive and beautifully furnished room, and the bed looked equally as appealing. She spotted Soarin near the bed sighing and reaching for the drawstring on his swimsuit, and turned to Spitfire to ask her what this was all about.

All she saw was two bras drop to the ground as Spitfire grabbed something off of a nightstand, quickly darting around her before she could see what it was.

The distinct sound of duct tape unrolling cracked behind her. "Hey, what are you--" Rainbow said, trying to look back. Spitfire grabbed one of her arms, sticking the tape to it as she reached for the other. In one swift motion she wrapped it around both of Rainbow's forearms a few times, making sure that she wouldn't be able to move them much.

Before she could object, Rainbow discovered just how strong Spitfire actually was. Before Rainbow knew it, she was forced down onto her knees with only one of Spitfire's hands on her shoulder. She opened her mouth to say something, but closed it as soon as she noticed what was in front of her.

Soarin stood in front of her, his swimsuit gone, revealing his oversized cock a few inches from Rainbow's face.

Rainbow Dash blinked a few times, not entirely believing her own eyes. She looked up to Soarin, then back down to his limp member, bewildered. It was at least twelve inches long and made Rainbow Dash quiver at the thought of what they planned on doing with it.

Spitfire took her hand off of Rainbow's shoulder, kneeling beside her and taking Soarin's cock into her hand. "Could you have not gotten ready before we started this?" Spitfire asked, slowly stroking Soarin.

Soarin let out a quick sigh as his cock began to distend. "What, in the thirty second walk in here, or the five seconds we just spent in the bedroom?" Soarin asked sarcastically.

Spitfire rolled her eyes, looking over to Rainbow instead of replying to Soarin. "You still up for this, kid?"

Rainbow writhed in her bonds, uncertainty plastered all over her face. She looked back and forth from Spitfire and the massive cock that was slowly coming closer and closer to her face. She closed her eyes, feeling the dark blush forming on her face even worse than before. Her heart was beating frantically at the prospect, but Spitfire was expecting an answer.

"Too much for you to handle? You don't have to--"

"I'll do it," Rainbow said before her thoughts could compete with her own impulse.

A sultry smile crossed Spitfire's face. "Adventurous... I like that." She let go of Soarin, completely erect now. His cock bobbed in front of her with the sudden absence of Spitfire's hand, the thick, veiny shaft beckoning Rainbow to begin.

Rainbow gulped, but not wanting to keep either of them waiting, pressed forward with an open mouth. Soarin groaned as the first few inches slid past her lips, coating his head in her saliva. Rainbow closed her eyes and slowly bobbed her head, pushing her limits on how much she could take each time. Every slow descent brought another satisfied sigh out of Soarin, and made a hurricane of feelings fly through Rainbow.

"Atta girl," Spitfire said as she moved behind Rainbow, keeping a careful eye on her performance.

Rainbow pushed until Soarin's dick hit the back of her mouth. Determined not to be lackluster, she continued to push even harder, swallowing a few more inches of his cock, making an obvious bulge in her throat. What Rainbow lacked in finesse and experience, she tried to make up for with speed and depth. Drawing from what little experience she had back in flight school, Rainbow tried to push herself all the way to the base. Soarin's length proved to be quite the obstacle, as Rainbow kept stopping to let all but his head slide out so she could breath again.

Rainbow felt the tears trail down her cheeks as her gag reflex fought against her, but the ever-competitive athlete fought right back, determined to set herself apart. Rainbow swirled her tongue around the cock every chance she got, using Soarin's delighted groans to guide her to give him the best she had.

Rainbow's eyes flew open once she felt Spitfire's hands. The Captain's soft fingers traced their way down her navel, slipping in between the waist of her bikini, and snaking their way around the sides. One hand drifted away up her chest while the other made its way around her ass, coming closer and closer until she slipped a finger into Rainbow's soaking folds.

Rainbow coughed and let Soarin completely slip out of her mouth when she felt a finger inside of her. A long strand of saliva slowly stretched from her lips as she gasped for air.

Spitfire let out a small laugh at the display. With her free hand, she pulled Rainbow up, pressing her against Spitfire, making sure she couldn't go anywhere. Soarin looked down with a questioning gaze.

"Go for it," Spitfire said, giving Rainbow a quick jerk to raise her head up. Soarin nodded and ran his fingers through Rainbow's hair, placing his hands behind her head as he lined himself up.

Locked in Spitfire's hold, Rainbow could do nothing while Soarin pushed his hips forward, sliding himself past Rainbow's lips and down her throat yet again. Rainbow moaned around his length as Spitfire slipped another finger inside her, driving deeper and exploring her inner walls.

Rainbow lost focus of what she was doing, getting lost in the feeling of being used. Spitfire knew exactly what to do inside of her, driving her mad with lust. She moaned as much as she could around Soarin's cock, driving him to thrust even faster into her.

Spitfire wasn't going to give her a break. With every passing second she drove her fingers deeper and faster into Rainbow, and Rainbow could feel every little twitch and jerk of Spitfire inside of her. Rainbow felt her hips moving of their own accord, swaying with the motion of Spitfire's hand, yearning for even more.

Soarin drove into her mouth with increasing intensity, almost forgetting at times that Rainbow needed to breath. She could feel the wetness on her cheeks from her own tears; whatever minimal layer of mascara she decided to wear today was already starting to smear.

"Soarin, how about you try out the rest of her," Spitfire said in a sultry tone, nodding towards Rainbow's chest.

Soarin pulled out of Rainbow's mouth, leaving another long strand of saliva hanging between them. He cleared his throat, trying to regain his composure. "What do you mean?"

Spitfire sighed and rolled her eyes. "Just titfuck her, you idiot."

"Oh! Right," Soarin said with a small, embarrassed laugh.

Spitfire adjusted her higher on her knees to better accommodate Soarin's height. With a few awkward movements Soarin slipped himself between Rainbow's modest breasts, with them barely covering it.

Spitfire slipped her hand out of Rainbow's bikini, placing both her hands on Rainbow's breasts, squeezing them around Soarin's cock, so he could properly fuck her. His slick member slid freely between Rainbow's tits, Soarin obviously enjoying the soft skin of her athletic frame. Rainbow looked down, still slightly dazed from the barrage of feelings a few moments ago.

"What, nothing? Come on, kid, you were doing so well," Spitfire said as she pushed against Rainbow's head with her shoulder.

With Soarin's size, his head bumped against her lips with every thrust against her tits. Taking the hint, Rainbow opened her mouth, letting Soarin thrust himself in and out of her mouth yet again.

Soarin groaned and let his head roll back at the feeling. The constant thrusting against her made Soarin's cock harder and more rigid with every stroke. The warmth of him as Spitfire tried to wrap her tits around his cock spread throughout Rainbow's body, making her writhe and fidget, yearning for something more.

"You enjoying this, Soarin?" Spitfire asked with a small chuckle.

Soarin let out a groan. "Oh you have no idea."

With a sudden overeager thrust, Soarin's cock slipped out from between Rainbow's breasts, leaving it hanging in her mouth. Spitfire let go of Rainbow, moving around her and pulling Soarin's cock out of her mouth.

"Here, let me show you how it's done." Spitfire pushed Rainbow out of the way and took Rainbow's task into her own hands, or breasts. With one swift movement, Soarin's dick disappeared between Spitfire's ample breasts. Unlike Rainbow's Spitfire's tits enveloped him almost completely, with only a small portion of the head sticking out as she cupped them around his cock.

With the grace she would expect, Rainbow watched Spitfire as her body swayed up and down, moving his member through her voluptuous bosom. Soarin's face twisted in immediate pleasure as he tried to hold himself up on Spitfire's shoulders. Spitfire was determined not to give him a break, taking his head into her mouth and letting her head sway along as well.

Rainbow desperately wanted some attention, but with her arms tied behind her back she could only grimace as the uncomfortable feeling of her bikini being completely soaked with her own excitement grew. As she watched her idols do such things, all her lust-clouded mind could think of was how much more she wanted.

Spitfire moaned lightly around Soarin, making him throw his head back in pleasure. Rainbow was sure he wouldn't last much longer at this rate, Spitfire was just as good at this as she was at volleyball.

"Nnng. Spitfire, I'm gonna..."

Spitfire opened one eye slightly, and then backed off, letting go of Soarin and opening her mouth to give him some breathing room. Spitfire wiped her mouth and got to her feet. "Can't have the fun end too soon, right, kid?"

Rainbow choked up as Spitfire looked over to her, expecting an answer. Rainbow opened her mouth to say something, but only a tiny squeak came out, her throat still sore. With a quick cough she managed to stammer "Yeah, I--" before her mouth stopped working yet again.

Spitfire pulled the string on her bikini, letting it drop to the floor. Rainbow tried to say something, but the image only made her blush harder. As Spitfire reached down for her, Rainbow's heart thundered in her chest like she just ran a marathon. As gentle as she could manage, Spitfire laid Rainbow down, making sure to take extra time to run her fingers across Rainbow's skin.

Spitfire made a slow descent, making Rainbow bite her lip and get goosebumps. Spitfire pulled against Rainbow's bikini, sliding it past her hips and down her thighs, leaving both girls completely naked once Spitfire pulled it past her feet. Spitfire laid her hands on either side of Rainbow's folds, spreading them apart for a better look. Rainbow let her head fall back in anticipation. The heat from her own slit made Spitfire's hands feel cold in comparison, not that she minded; Rainbow wanted nothing more than for Spitfire to push her fingers deep back into her.

A few moments passed and Spitfire's hands left her. She looked up to see Soarin making his way back over, and Spitfire moving away, making room for him.

"She's all yours, big guy."

Spitfire moved behind Rainbow, picking her up and cradling her in her lap as Soarin moved himself into position. Rainbow's eyes opened in a newfound fear. She knew what it felt like down her throat. Rainbow could hardly imagine what Soarin was packing fitting very easily. She tried to look over herself to see what he was doing, but Spitfire pulled her back down.

"Relax, just let him go," Spitfire said, moving her hands down Rainbow's collar bones and grabbing handfuls of her breasts, massaging into them to try to soothe her.

Rainbow still looked over in concern as Soarin grabbed her by her hips and lined himself up. She bit her lip in anticipation as she felt his warm tip press against her folds. He went slow, but the initial few inches made Rainbow tense and let out a tiny yelp.

"Ah!" Rainbow twisted in Spitfire's lap as she adjusted to Soarin's size.

Soarin stopped and looked between Rainbow and Spitfire with a worried expression.

"You gonna make it, kid?" Spitfire asked.

Rainbow grimaced and turned back to a normal position. "Yeah, he's just... really..."

"Yeah, that's Soarin for you," Spitfire said with a slight smile, nodding to Soarin to go ahead.

Rainbow clenched her fists and grit her teeth as Soarin pushed himself deeper inside her. No experience in her life could have prepared her for that, as every massive inch of him slid inside her.

Rainbow winced once she felt him go as far into her as her own anatomy would allow. Rainbow sighed and melted back into Spitfire as Soarin dragged himself out of her. After going through the pain of stretching to accommodate him, being able to feel every little vein inside of her made it all melt away.

Soarin gave her little time to rest, pushing back into her just as soon as he came out, careful not to go too deep this time. Rainbow let out tiny sighs and coos of pleasure as he did, squirming on top of Spitfire as she kneaded into her breasts.

"Faster," Spitfire whispered.

Soarin complied, grabbing Rainbow's hips harder and pulling her into him. Rainbow inhaled sharply, still not being completely used to his size. Spitfire looked down on her with a devious smile as she was repeatedly filled, making her writhe in the sudden uncomfortable pleasure that Soarin's size brought her.

Spitfire slipped out from under Rainbow, laying her on the carpet as she moved around to Rainbow's side.

"Harder. She can take it," Spitfire said, looking up to Soarin and slipping her hand across Rainbow's mound.

Rainbow shut her eyes tightly once she felt Spitfire's fingers pressing against her clit. As Soarin's thrusts increased in intensity, she couldn't help but let the volume of the moans escaping her lips get louder.

Rainbow let her head fall back into the mess of her own hair in the carpet, unwillingly moving her hips with the rhythm of Soarin's. The heat of his member spread throughout her body, giving Rainbow even more to moan about. She could even feel his heartbeat inside of her every time he paused.

Rainbow grimaced as she tossed and turned on the carpet. Every thrust built up an intense burning inside of her, and she felt that she would burst at any moment. With Spitfire's fingers playing her like a guitar and Soarin's massive cock pushing as deep into her as it could manage, Rainbow knew she wasn't going to last much longer.

"Lift her up," Spitfire commanded.

Soarin did as he was told, pulling Rainbow's hips off of the ground and rising on his knees, so that the only thing holding her up was Soarin's grip on her hips. Every thrust rocked her entire body, pushing her shoulders along the carpet. Rainbow instinctively wrapped her legs around him for support, but only ended up pulling him deeper inside of her.

Spitfire, still sporting her devious smile, slipped her free hand along the underside of Rainbow's thigh, tracing her way along her skin until she made her way to her other hole. Rainbow could feel her own fluids had already soaked her there, and a good way down her own thighs as well. Spitfire faced no resistance as she pushed a finger inside of her ass, eliciting a surprised yelp from Rainbow.

Rainbow's eyes and mouth shot open at the strange feeling. Before she could say anything, Spitfire's other hand left her clit and slid itself into her mouth, making Rainbow taste herself. Rainbow moaned around Spitfire's fingers as Soarin continued to thrust into her. Her hips squirmed under the feelings of having both her holes filled. Spitfire slipped another finger into her, then fingered her just as fast as Soarin fucked her.

Just when Rainbow thought she couldn't take anymore, Spitfire pulled both hands away from her, making her feel uncomfortable empty. The taste of her own fluids in her mouth soon dissipated, and Soarin slowed himself as well.

Soarin pulled completely out of Rainbow, setting her down on the carpet and letting go of her hips. Rainbow didn't have the energy to keep her legs around him, and simply slid off as soon as he let go. With the sudden absence of the two assaulting Rainbow from both sides, she had a moment to realize just how fast she was breathing.

Rainbow winced once she realized how close she was, and how fast that build up between her legs was starting to fade. Spitfire crawled back over near her head, giving her that same sultry smile.

"What, you think we're done with you? Flip her over," Spitfire said, looking over to Soarin.

Soarin nodded and grabbed Rainbow by the hips yet again. As gently as he could, he picked Rainbow up and set her up face down propped up on her knees, giving him the perfect position to start at her again.

Rainbow was a mess of hair and sweat as she laid her face down on the carpet, still trying to catch her breath. Soarin grabbed her by her hips yet again, lining himself up. This time, Rainbow didn't feel his warmth on her folds.

Spitfire lifted her up off the floor, supporting her so that the two were face to face. Rainbow yelped when she felt Soarin probe her ass. Spitfire held her face, giving her a reassuring smile as Soarin tried to push into her.

"Shhh, just relax," Spitfire said, leaning forward and giving Rainbow a long, deep kiss.

Rainbow's shocked eyes slowly drooped closed, and she could feel her body loosen up at her touch. With her newly slackened muscles Soarin had no trouble pushing deeper into Rainbow. She melted into Spitfire's touch as Soarin's massive cock filled her even deeper than before. The slight pain of her body stretching to his size was overwhelmed by the pleasure surging through her entire body. With every beat of her heart, a wave of delight passed over Rainbow's entire body. If Soarin and Spitfire weren't holding her up, she would've undoubtedly melted into the carpet.

Soarin slowly pulled himself back out, making sure not to rush it with Rainbow. Spitfire broke the kiss, and looked into Rainbow's dazed eyes. With a smile she let Rainbow down back towards the carpet, but instead of setting her down there, she rested her mouth directly onto her mound. Rainbow was too distracted to resist, as Soarin pumped back into her and pushed her even deeper into Spitfire.

Rainbow knew what Spitfire wanted. Even with her dazed mind, Rainbow stuck her tongue out and found her mark, lazily lapping at Spitfire's clit as Soarin repeatedly drove into her.

No longer worried about speed, Soarin drove into her faster and deeper, until Rainbow felt the entirety of his length inside of her. She moaned into Spitfire's folds, making Spitfire let out a soft sight of pleasure of her own.

Rainbow whimpered, the feeling of Soarin's length more than she'd ever experienced before. Tiny, muffled whines resounded against Spitfire, making her smile and let her head fall back from the vibrations. Rainbow's hands clenched and her back arched, trying to find a comfortable position under the barrage of foreign feelings. There was no getting used to the sharp tinglings of pleasure shooting throughout her body; it demanded every bit of her attention, and she couldn't think of anything else.

Her muffled moans grew louder with every wet smack of Soarin's hips against her own. Spitfire ran one hand through Rainbow's matted hair and grabbed a handful, making sure that Rainbow wasn't going anywhere.

Rainbow's own efforts weren't having much effect on Spitfire. Besides the occasional soft hum, Spitfire seemed unfazed. Rainbow on the other hand, could hardly feel her legs. Every time Soarin filled her up yet again, she lost herself in a world of the sensations flowing through her. Rainbow shut her eyes tightly, letting her mouth sing of its own accord. She could feel the product of Soarin's work on her flow down her thighs, making the sound of their bodies meeting even more pronounced.

Soarin's pumps into Rainbow became more erratic by the second. Rainbow stopped eating out Spitfire for a moment to grit her teeth, as the hard thrusts of Soarin's cock into her became more than she could handle. Rainbow curled her toes and let out a strained moan into Spitfire's crotch as the loud, wet smacks came to an apex.

Soarin stopped, pushing himself as deep into Rainbow as he could. With a soft groan Rainbow felt him twitch inside her, and then the warm flood of his seed. Rainbow's eyes rolled back at the feeling. The hot cum filled her to the brim, and made her let out a long sigh at the feeling.

Soarin slowly pulled himself out of Rainbow, cum still dripping out of him. As the last inch fell out of her, Rainbow could feel Soarin's semen drip out of her ass and across her folds, the warm layer of seed making her slit quiver with desire.

Spitfire ran her fingers through Rainbow's hair, petting across her head. "Good girl," Spitfire said, seemingly not minding much that Rainbow had stopped attending to her.

While her pussy still yearned for attention, Rainbow herself could hardly bring herself to move any longer. Her cheek rested against Spitfire's warm mound, gradually growing wetter the longer Rainbow stayed there.

Rainbow could hear Soarin get to his feet somewhere behind him and walk around the room. "Is that all you need me for?" Soarin said, slightly dazed himself from recent events.

"Yeah I think we're done with you." Spitfire looked down to Rainbow's exhausted form. "I want some time alone with her."

Soarin stopped at the door, an expression of slight concern on his face. "Just try not to make her pass out like the last girl, alright?"

"I can't make any promises," Spitfire said, looking down at Rainbow with a devious grin.

With an amused roll of his eyes, Soarin closed the door behind him, leaving the two girls to it.

Spitfire pulled herself out from under Rainbow, letting her down gently to the carpet. She took her time as she made her way around Rainbow, taking in the work her and Soarin had done on her. With one hand on Rainbow's hip, Spitfire turned her over yet again, spreading her legs wide open and positioning herself between them.

"What, you give up on me already, kid?" Spitfire said as she traced a few fingers up and down Rainbow's still-soaked slit.

Rainbow raised her head to say something. Even in her exhausted state, she still managed to keep her determination. Just as she opened her mouth, however, Spitfire slid two fingers into her, turning her answer into a slow, quiet moan as Rainbow's head fell back to the floor.

"Guess it doesn't really matter; I'm not done with you yet."

With that, Spitfire lowered her her head between Rainbow's legs. As soon as Spitfire's lips touched to her clit, Rainbow's eyes shot open with newfound energy. Spitfire knew what she was doing; her fingers curled up inside Rainbow and rubbed her just the right way, and her tongue lapped at her clit so that jolts of pleasure shot through her body with every touch. Rainbow's breathing sped up again, and despite her usual stamina, she felt herself coming close after only a few minutes of Spitfire's barrage.

The waves of joy washing over Rainbow became almost too much to handle. Rainbow's back arched and she grit her teeth, preparing her body for what felt like the best orgasm of her life.

Rainbow opened her mouth and let out a weak whisper. "Spitfire... I'm gonna..."

"Cum?" Spitfire asked, pulling her hand out of Rainbow and rising up, leaving her victim writhing in frustration. Rainbow groaned as the dull ache in her loins ate at her, making her curse that her arms were wrapped.

"Not just yet." Spitfire grabbed Rainbow by her sides, her unexpected strength showing itself yet again as she hoisted her up.

With some quick positioning of their limbs, Spitfire pulled Rainbow close, their folds coming together and rubbing into each other. Rainbow gasped as she felt Spitfire's warmth against her. Her hips bucked against Spitfire of their own accord, making Spitfire let out a soft coo of her own.

Spitfire let one arm stay around Rainbow, holding her up and keeping pressure between them. Spitfire's other hand, however, snaked around Rainbow's back and between the two's legs, slipping two fingers in her freshly used ass. Rainbow fell forward at the feeling, the combination sending her back on the path to her orgasm.

Spitfire took the opportunity to grab Rainbow's nipple in her mouth, giving it playful bites between gentle licks. Rainbow let her head fall back; between the expert movement of Spitfire's pussy against her, the two fingers pushing into her, or the attention at her breast, Rainbow knew she wouldn't last much longer.

Strained moans left Rainbow's lips as the pressure built up inside of her. Her mind devolved into nothing but pleasure as Spitfire assaulted her with the myriad of different feelings. Rainbow had never felt anything like this. Rainbow laid her head against Spitfire's unable to even hold herself up any longer.

Spitfire seemed to sense Rainbow's impending orgasm, and redoubled her efforts, as Rainbow's moans reached high volumes. Spitfire pulled Rainbow tight against her, pushing her clit frimly against Spitfire's own.

Rainbow couldn't hold it back anymore; she arched her back into Spitfire, savoring the feeling of her soft skin against her, and let loose a long, exhausted coo as she came. Her folds contracted and sent shots of wonderful euphoria throughout her body, and the warm wetness between her and Spitfire grew, dripping their excitement onto the carpet below. Her orgasm was so intense that Rainbow's limbs twitched as her muscles contracted involuntarily. All of her energy flowed through her to make the best feeling she'd ever experienced. Spitfire smiled up at her, enjoying every little twitch of her new recruit against her.

After what seemed like an amazing eternity, Rainbow fell limp in Spitfire's arms, completely spent. Spitfire pulled away from Rainbow Dash, one hand completely covered in Soarin's cum from her ass, and a good portion between her legs soaked in both of their fluids. She gently picked Rainbow up, laying her down on the bed. If Rainbow hadn't already, she was very close to passing out. The last few hours had drained her completely leaving her worn and satisfied.

Spitfire pulled open a drawer on the nightstand and pulled out a knife and a rag. With a quick slash she freed Rainbow from her duct tape bonds and pulled it off of her. Rainbow barely stirred, her arms simply hanging limp behind her once they were freed.

Spitfire wiped her hands off with the rag and looked down proudly at her newest Wonderbolt. "Congratulations, kid. I think you're going to make a great addition to the team."