A storm was coming, and the racetrack on the outskirts of Ponyville would be responsible. Rainbow Dash marched up and down the field. She was clad in form-fitting gym black shorts and matching tank top that came down an inch below her firm, petite breasts. Every adult pegasus in Ponyville dressed in similar athletic clothing stood in neat military rows on the track.
“All right, everypony,” Rainbow said, “Spitfire's selected us to perform the tornado to Cloudsdale this year. As you know—” she gave her spry wings a quick flex “—we're gonna need a lot of Wing Power in order to make a tornado strong enough to suck up all that water and funnel it to Cloudsdale.”
The gathered pegasi nodded.
“Good,” Rainbow continued. “But making a tornado isn't good enough. Spitfire chose me—me—to lead this. We're gonna break that Wing Power record. This'll be the best tornado ever!” The pegasi and Rainbow whooped.
“YEEEAAAAAH!” Bulk Biceps yelled.
“Okay, now get to training!” The crowd dispersed and ran to various points on the track. Just like Rainbow had planned. She patrolled around, monitoring their progress. This was the best thing ever. Not only was everypony here athletic, they wore such skimpy gym clothing and were stretching, running, and doing pushups, showing their stuff.
Rainbow could not help but look them up and down as she evaluated their strength and speed. Flitter's ass did some serious work as she stretched. Rainbow forced herself to not stare and to turn her attention to Flitter's identical sister, Stormwalker.
“Whoa, there, Stormy,” Rainbow said, rushing toward her as she did pushups. “Not like that.”
Stormwalker paused mid-pushup. “Huh?”
Rainbow clasped her curvy sides above her hips. “Arms closer to your chest. A little more. Good. Now try.” She released her.
Stormwalker eased herself down and grunted as she tried to push herself back up, her tail swishing from side to side.
“Not bad, but keep trying.” Rainbow shamelessly used Stormwalker's ass to judge her height, not caring if anypony noticed her at this point.
She smiled as ten stallions bolted across the track. While she admired her fellow mares, a hard-bodied stallion is what she really loved. Of them all, Thunderlane stood out. He was a bit bulkier than average, his thick muscles rippling under his white singlet as he ran. Despite his size, he was one of the quickest pegasi of the group. Save for Rainbow herself, of course. She shouted a few words of encouragement as he zoomed by, staring for a few seconds as he kept running, and then began hunting for slowpokes.
After berating Bulk Biceps for his poor running technique (it was more of an awkward trundle than anything else), she found who she was secretly looking for: Fluttershy. Ever since she was old enough to have interest in other ponies in a certain way, Rainbow had always had a thing for her.
And she had no idea why.
Sure, Rainbow appreciated mares, but she figured that was because the mares she did find attractive were fellow pegasi who had almost stallionish physique—except less muscle and more curves—but this did not hold true for Fluttershy.
Fluttershy was a curious one. Her body type was not at all like a pegasus. Instead of athletic, her figure was exaggeratedly voluptuous. Her ass looked far less toned and firm than Rainbow's preference, but her hips were wide and shapely, and the way it stuck out a lot farther than a normal pegasus's was strangely hot.
Then there were her boobs. Fluttershy's breasts were enormous, easily twice the size of her head. It was no wonder she did so many back exercises. She looked more like an earth pony than anything else, except she had wings. Earth pony mares typically had the largest breasts, as they nurtured not only the land itself, but the massive work horse stallions who tilled it, but even the more endowed ones looked small compared to her.
She was pretty sure Fluttershy's breasts were the biggest in Equestria except for Princess Celestia's. There was something magical about the way they bounced when she jogged. It was hypnotic. Rainbow could see the custom-made sports bra underneath her white tank top. Despite Rarity's careful work on it, it could do little to stop Fluttershy's humongous hoofers from bouncing wherever they pleased.
Fluttershy was dressed much more modestly than Rainbow, but nothing could hide her figure—especially not after sweat rendered her top practically see-through. Fluttershy's top and longer black shorts still revealed a good portion of her midriff. While she lacked the abs Rainbow could not resist, she still had a nice, flat stomach. Her cheeks were red with the strain, but she still ran at only a fraction of the speed she would need to perform a solid takeoff.
Rainbow stepped in her path. “Hey, Fluttershy!”
“Eeep!” The call brought her to a skidding halt.
“You might wanna try running, I dunno, a little faster?” Rainbow felt sorry for her. Fluttershy was running at an admirable clip considering all the extra weight in her chest she had to carry around.
“Um, I'm sorry. I'm trying.” She leaned back and fanned herself.
Thanks to the near-transparency of Fluttershy's shirt, Rainbow caught a good long look at her cleavage. There was easily enough for a well endowed stallion to bury himself all the way inside, hilting in her breasts, and his cock head would not come close to touching her chest. Rainbow bit her lip. “Just try again. I think it's all in your technique.”
Fluttershy snapped to attention and gazed at Rainbow with those beautiful cyan eyes of hers. “My technique?”
“Uh, yeah,” Rainbow said, scratching the back of her neck. “Bend your knees more.”
“Like this?” Fluttershy bent into a crouching position, and her breasts lowered with her, hiding her stomach from view.
Rainbow did not trust herself to speak, so she just nodded and stepped out of the way, making a waving motion with her hand as she did. She squatted, staring at Fluttershy intently.
“Okay, here I go.” Fluttershy took off at a run, pumping her arms as she moved.
A wave of hunger rippled from Rainbow's marehood into her stomach and through the rest of her. It was an ache, the same kind of ache she felt when she was in bed with a stallion just before she took him in. She needed to be filled. It left her confused as she watched Fluttershy run, her assets bouncing and jiggling about.
Come to think of it, Rainbow had never seen her naked before. Until now, she had never considered this odd. While they were in the same class together, and all the mares in each class shared the same big shower at the academy, Fluttershy always showered alone, presumably at home. Rainbow had always chalked this up to her reserved nature, perhaps embarrassment of her incredibly large breasts.
Despite being way more interested in stallions than mares, the urge to see Fluttershy naked burned within Rainbow. She wished she knew Fluttershy's cup size. Those things were much too big to make a good guess at, unlike most pegasi, who were usually B's like Rainbow herself or A's. Anything bigger on a pegasus was exceedingly rare; Spitfire was maybe a D at most, and she was considered stacked. Of course, nopony dared to say that within earshot of her, but Wonderbolts calendar sales went up dramatically ever since she started posing for them.
Rainbow could barely restrain herself from drooling as she watched Fluttershy's “technique” from behind. Even while sprinting, her ass swayed hypnotically, and her shorts, despite almost reaching her knees, showed off every accent of her ample curvature. Rainbow's pussy was wet and throbbing by the time Fluttershy completed her lap.
“Wow, that was amazing!” Rainbow said more about Fluttershy's body than her speed.
“YEEEAAAAAH!” yelled Bulk Biceps from the crowd.
Fluttershy failed to completely cover her grin. “Oh, it was? That's wonderful.” Sweat poured off her, plastering her clothes against her body. Her shirt, despite covering her breasts completely, actually began to sink inside her cleavage a little. She approached Rainbow, skipping once and fluttering her wings.
The unexpected boob jolt sent a twinge through Rainbow's body. “Yeah, it was better, but it still needs work. I think I should show you how it's done.” She tossed Fluttershy a towel and jogged toward the racetrack.
Fluttershy mopped her face and limbs. Her heavy breathing made her chest heave impressively. Rainbow made her way toward the racetrack, strutting her stuff as best she could. She had no idea if Fluttershy liked mares at all—or stallions for that matter—but because she made Rainbow so horny just by being her, Rainbow wanted to make her suffer, too.
“See, Flutters, the key is to warm up first,” Rainbow said, doing the splits. She glided her hands down each of her supple legs, one at a time. The desire to rub herself was as immense as Fluttershy's tits, but she resisted.
“I see, Rainbow, but I stretch, too.” Fluttershy had wrapped the towel around her neck and clung to its ends.
“Yeah, but you've really gotta stretch.” Rainbow copied her favourite sequence of upper body exercises—the ones that showed off her figure the best—from Spitfire's Wondrous Wonderbolts Workout Vol. 9. If anything would get Fluttershy's attention, this would. “See?”
Rainbow could not hear Fluttershy's reply, but she knew she made one. She did not look at Fluttershy again before she crouched into a pre-sprinting position. If she wanted to hit a good speed, she had to be in the zone.
“Ready?” Rainbow asked. “And go!” She took off at full speed, her posture perfect. Her hooves barely hit the ground before they pushed her forward into her next step. Rainbow loved moving as fast as she could. When she did, she had nothing to worry about.
It occurred to her that was likely a big reason for Fluttershy having so much trouble with running and flying. She probably could run faster, but she had to measure her pace in order to keep her assets in check. Rainbow had no such problem, as her sports bra did its job.
Before long, she had completed her lap, stopping right on the track line. Rainbow made a show of placing her palms on her firm ass and stretching, pushing her chest out. Extending her arms above her head and flexing them, she turned to Fluttershy. “So, what'd you th—”
What Rainbow saw made her brain shut down.
Her eyes grew to the size of baseballs. Her pupils dilated. In Fluttershy's tight shorts, the left leg, was a bulge that looked like she had stuffed a water bottle in there. She could do nothing but stare at it.
“Um...” Fluttershy followed her gaze, and her cheeks went redder than when she was running. “Oh... no... No, no, no! NO!” In a flash, she covered the bulge with the towel and burst into tears.
A bamboozled Rainbow jogged over to her. “Fluttershy, what's wrong?”
“Get away from me!” More tears fell from Fluttershy's eyes, coming out in torrents. She shuddered and broke out into a full-fledged bawl and a run at the same time.
Rainbow was too stunned to say anything, instead standing in the middle of the field and watching Fluttershy as she ran toward her cottage in an awkward zigzag. Everypony had stopped what they were doing and stared at her.
Murmuring broke out as Fluttershy retreated into the distance.
“Uh, everypony,” Rainbow said as loud as she could manage, unsure if her voice carried across the whole field. “Just keep doing what you're doing, and don't suck. I'll handle this.” She spread her wings and took off after Fluttershy, her pace slowed by surprise and confusion.
“What did you do?” asked Thunderlane, flying in formation beside her.
“Nothing, really. I was just showing her some proper running technique, then I saw—I saw—”
“What did you see?”
“Uh... nothing! Just get back to running. Maybe you can take over for me until I get back,” Rainbow said.
“Really?”
“Yeah. I mean, you're not as fast as me, but you're like the next best thing.” Rainbow winked and gave him a smile. “Go get 'em.”
Thunderlane tossed her a salute and banked away, flying back to the field. Now that Rainbow was alone, she had time to think. The first thing that jumped to mind was that she was seeing things. Maybe it was the heat. But that did not explain why Fluttershy freaked out like that.
There was no way that was a water bottle. Fluttershy was scared of many things, but as far as Rainbow knew, water bottles was not on that long list. Thanks to all the sex Rainbow had on her brain today, she thought it might be some kind of vibrator that had slipped out of Fluttershy’s marehood. But, thinking on it more, there was no way Fluttershy was the type to run around with a toy stuffed inside her snatch—especially one that large.
With nothing else to guess, Rainbow immediately jumped to a more ludicrous explanation: Somehow, some way, that was a stallion cock. If it were a cock, it looked pretty big, rivalling any Rainbow had taken.
Fluttershy with a cock? But how? She had known Fluttershy since they were fillies, and her body was one of the most feminine she had ever seen. Rainbow had to know the truth.
As she neared the cottage, whose windows were covered by curtains, Rainbow remembered something. One time after she drank a bit too much cider, she wandered into one of those weird adult shops and found a strange book in the back corner. It was called Futaneighri Fun: Mares With a Whole Lot More. When she flipped it open to the centrefold, she saw a busty mare with an impossibly huge horsecock.
That was when she dropped the magazine and bolted. For the longest time, she thought that memory was just the cider talking, and on the off-chance that picture did actually exist, the cock was added onto the photo, and the whole thing was a fake. She had heard of ponies going through a surgical-magical procedure to change their gender, but Fluttershy had definitely been female her entire life.
Rainbow landed in front of the door and gave it a sharp rap with her knuckles. No answer. Not surprised by this, she pressed her ear against the door. She caught the faintest hint of a sob. Another knock, louder this time. Still nothing. “Come on, Fluttershy, I know you're in there!”
“Go away.” Emotion shook Fluttershy's voice, her words barely managing to reach Rainbow's ears.
She stepped back and knocked again. “I just wanna talk to you.”
“No, you don't.”
Rainbow slammed the door with the bottom of her fist. “Yes, I do. Now come on and let me in. We need everypony, and I mean everypony on board to make this tornado work!”
“N-not me. You've s-seen it!” Sobs underscored every word. “Somepony else might've seen it! I can't face you again. I'm a... I'm a... m-monster!”
“You're not a monster.”
“Yes, I am.”
Rainbow slumped against the door. “Look, I have no idea what I saw, and I don't think anypony else did. Whatever it is, I don't care. We've been friends since we were fillies, now let me in.”
Furtive hoofsteps came toward the door. Rainbow straightened up when they reached it and it opened a crack. Sweat and stress left Fluttershy's lovely flowing pink hair frayed and dishevelled. What little of her face Rainbow could see was flushed, and her eyes were red and puffy.
“I'm sorry. I'm so sorry,” Fluttershy said.
Rainbow gently pushed forward. “Don't be.”
Fluttershy pushed back, mumbling something about being deformed. Rainbow pushed a bit harder, and Fluttershy stopped resisting. She whimpered and scurried over to the couch, where she sat in a nervous ball, her hair drooped over her face and resting on her heaving chest.
Rainbow grabbed a chair from the nearby coffee table and put it near Fluttershy. She sat down, stealing a glance at her crotch. The bulge in Fluttershy's shorts had vanished. Rainbow cleared her throat and leaned in close. “Remember how we became friends? I protected you from some jerk-off bullies who were making fun of your flying. Do you really think I'd make fun of you because you stuffed a water bottle in your shorts?” She patted Fluttershy's right thigh. “Those things look pretty hot.”
Fluttershy looked up at her. Only one eye was visible through her hair. “It's not like that at all. You don't understand. You wouldn't understand. It's a—it's a—”
“A dick?” Rainbow blurted, covering her mouth immediately afterward.
Fluttershy's ears drooped, and the rest of her along with them. It looked like she was melting into the couch. “Y-yes...”
“Wait a second,” Rainbow said. “Is that why Poison Joke makes you sound like a dude? Was it because you were born a—”
“No.” Fluttershy took a shuddering breath. “It's because my voice is normally so soft.”
“Oh.”
“I was born this way.” She gestured at her body. “Have you ever heard of a futaneighri?”
Rainbow leaned back, stunned. “Actually, I have.” When Fluttershy opened her mouth to ask how, she raised a hand. “You don't wanna know. Seriously. I didn't think they were real.”
“Oh, they're real, all right. I've always been one.”
“Is that why you've never showered with the rest of us back at flight camp?”
Fluttershy nodded. “My parents told me what it meant when I was really young. That's why I had to hide who I was from everypony. Only my parents knew until now.”
“Well, your secret's safe with me,” said Rainbow, clapping her on the shoulder and giving it a good squeeze.
“Do you really mean it?”
“Of course,” Rainbow said with a laugh. “It does explain quite a few things. You know by now I like stallions, but I've always kinda sorta had a bit of a thing for you, and I didn't know why.”
Fluttershy pressed her arms against her chest and bit her lip. “Um, do you mean...?”
Rainbow nodded and wiped the sweat that had just appeared on her forehead.
“Oh.” She took a moment to regain her composure. “I like both. Not that it matters because nopony would want to be with me.”
“None of that.” Rainbow grabbed her shoulders and gave her a good shake. “Tell me more, but don't insult yourself. I don't like it when anypony puts you down—even you.”
Fluttershy looked Rainbow in the eye, gulped, and nodded. “Okay. Being a futaneighri doesn't just mean you get some extra parts. You're a lot, uh, bigger, if you know what I mean. Everywhere.”
“That's why your boobs are so big then, huh?”
“Yes.” Fluttershy's visible cheek turned a similar shade of pink to her hair. “But I got it a lot worse than most.”
“So how do you go around?” Rainbow asked, scratching her head. “I mean, I was trying to turn you on back there—only fair after you did it to me—but that was the first time I've seen that happen.”
“I turned you on?”
Rainbow rolled her eyes and threw her arms wide. “Uh, hello? Of course you did. If I had a cock, I'd have had some pretty serious wood, too.”
“That's, um, nice.” Fluttershy made a point of looking at the floor. “I take care of myself before I go out. That way I'll never wake up down there. But today, with you and everypony else wearing those clothes, and doing, um, what you did, nothing I could've done this morning would've helped enough, even if I had time to do anything at all. That's why I didn't want to come at all. Uh, no pun intended.”
“Well, we both need to get back there. It's okay if you're not fast. Heck, you're pretty quick considering all that extra stuff you're carrying. You just need to be fast enough to help us create a current.”
Fluttershy slowly raised a hand. “But if I go back out there, it'll happen again. I haven't... you know...” She blushed profusely and squeezed her legs together and arms to her sides, trying to become smaller.
An impish grin spread across Rainbow's face. “Well, then I guess we'll have to do something about that, won't we?”
Fluttershy jolted upright, staring at her with glassy eyes. “'We'?”
“Duh.” Rainbow rolled her eyes. “It's been quite a bit since I've had a good fuck, and really, you having a cock sounds pretty hot right about now. Plus, you turned me on, and I turned you on... That usually means we should do it.”
“But I've never—”
Rainbow folded her arms. “All the more reason to start now.”
Fluttershy wriggled, trying to move farther back, but she was already as far into the couch as she could go. “A-a-are you sure? It's kinda huge.”
“Pssh, you just said yourself you've never done it.” Rainbow waved a dismissive hand and shook her head. “You probably don't even know what big is! One time last year, at a huge Wonderbolts party, while all the mares were hitting on Soarin, I found Rapidfire doing a keg stand that was almost as good as the ones I could do.” She held her hands nearly a foot apart. “He was about this big. That was one cock that could smell fear, and I beat it.”
Fluttershy rested her hands on her enormous boobs. “But I'm a futa. These aren't the only parts I've got bigger than normal.”
“So? Rapidfire was way bigger than normal.”
“No, really, you don't—”
Rainbow stood over her. “Okay, let me spell it out for you, since you don't get it. You're really hot, I've thought this for a long time, you have a dick, I want it, and I don't care how big you think it is. I'll keep it a secret. I just want you to fuck me.”
“Do you...?” Fluttershy smiled and choked back a happy sob.
“Yes.”
“Okay. I’ll do it.”
“You will?” Rainbow’s wings stood at attention. “You’re game?”
“I’m game,” Fluttershy said.
“All right!” Rainbow pumped her fist in the air.
“Oh... Rainbow!” Something broke within Fluttershy, releasing all her pent up sexual urges in the form of one aggressive lunge. She almost tackled Rainbow to the ground. Rainbow gasped in surprise as Fluttershy grabbed two fistfuls of hair and pulled their mouths together, kissing her fiercely.
A stunned Rainbow stood frozen in place with her eyes wide as Fluttershy's tongue thrashed about in her mouth. The combination of Fluttershy's pillowy breasts pressing against her torso and her soft, sensual whimpers reminded Rainbow she was making out with one of the sexiest mares in Equestria.
Rainbow did the only thing she could do. She closed her eyes, placed her hands on Fluttershy's shapely hips, and kissed her back, pressing their bodies together. Fluttershy was not the best kisser. Her tongue moved about with no idea of technique. But what she lacked in experience she made up for with intensity. Rainbow loved intensity.
Fluttershy whimpered louder as their bodies pressed together. Rainbow felt odd as Fluttershy slurped her mouth. Try as she might, Rainbow could not be any closer to her new lover. Fluttershy's tits were so huge, they gave her too much padding up front, forcing Rainbow to keep her distance. The only way to close the gap would for Rainbow to be inside her mammoth cleavage, an impossible feat while she still had her shirt and bra on.
Sliding her hands forward, Rainbow started to grope Fluttershy's ass. She was amazed by how firm it was, considering its size. She sucked on Fluttershy's tongue and gave her ass a hard squeeze before running her hands up and down it.
Finally, Fluttershy broke their kiss, panting. “Ooh, Rainbow, that was so wonderful.” She let go of Rainbow's hair and fingered the hems of her tank top. “But... I'm getting a little hot.”
“'Getting' a little hot?” Rainbow placed her hands on Fluttershy's. “You're already hot. Lemme help you with that.”
Together, they lifted Fluttershy's shirt. There was resistance at first as the shirt's bottom struggled to stretch around the considerable bust it contained. Fluttershy's face scrunched as she pulled her arms all the way up in one hard motion, and the shirt came off all at once, revealing the special bra beneath. It was white like the shirt, and it had so much padding on the bottom it looked as if it were made of steel.
Rainbow stood in awe as Fluttershy discarded her shirt, carelessly tossing it into a corner of the room. “Boobs never really were my thing, but I've wanted to see these puppies for a long time.”
“Oh?” A foxy grin spread across Fluttershy's lips, Rainbow's comments clearly giving her the confidence boost she so desperately needed. “I guess we've got Princess Celestia to thank in part for that.”
“Huh?”
“She's been Equestria's ruler for a thousand years,” Fluttershy said. “Everypony looks up to her, including her body. Rarity told me when she was making this.” She patted her bra. “It's a beauty standard thing. The Princess has always looked young and been at the top of society, so whatever she looks like is considered, um, sexy.”
Rainbow nodded slowly. “Huh... you know, that makes a lot of sense.” Fluttershy's exposed cleavage was quickly becoming too much, drawing Rainbow's gaze into its butter-yellow vortex. “Uh, can you...?”
Fluttershy reached behind her back, pushing her chest farther out. “Oh, right. I've never shown these to anypony before. Okay, here goes.” The bra came undone. Fluttershy shrugged her shoulders and caught the falling top straps in the crooks of her thumbs. The cups still clung to their keepsakes, though they had moved a little thanks to some of their support being gone.
A smile and a nod from Rainbow.
Fluttershy giggled cutely and let the straps fall to the sides. She pressed her arms against her, causing her breasts to shift forward, and the bra dropped to the floor. (Rainbow was briefly disappointed when she did not see any tags on it that might give away the cup size.)
Giddy, Rainbow ran her hands along them. They were more beautiful than she had imagined, each capped by a large, pink—and most importantly—fully erect nipple. Fluttershy's boobs were squishy and firm at the same time. She kneaded and kissed them, burying her face in cleavage.
“Mmm...” Fluttershy patted Rainbow's head, stroking her hair. “Only one of us has her top off. That's not really fair, is it, Rainbow?” Her tone was the same stern, motherly one she used when she corralled her animals.
Rainbow used one hand to yank her shirt and bra off and toss them behind the couch. “They're not as impressive, but—”
“They're perfect!” She cupped Rainbow's tits and rubbed the nipples. “Wonderful and soft... They're sooo cute!”
“Uh, thanks?” Rainbow could not help but blush. “I'm glad you like 'em.”
“Like them?” She leaned forward and kissed Rainbow's chest. “Being what I am, I've always been the weird one. I always wanted a bust like that.”
“I see what you mean,” Rainbow said, hoisting one of Fluttershy's breasts up. It was heavier than she thought it would be; no wonder she had such trouble running. “But let's not ignore these babies. Most mares would kill for tits like this.”
“I know. I just—aah!”
Rainbow took the nipple in her mouth and began sucking hard. She rubbed the other one with one hand while holding the boob she was sucking aloft and fondling it at the same time. Fluttershy wrapped her hands around Rainbow and leaned forward, pressing her boob against her partner.
Rainbow's nethers started to burn with desire as she sucked. She gave the nipple a gentle nibble before coming up for air. “I could do this all day, but I've gotta see it for myself. It needs to come out.”
Fluttershy stiffened. “Oh, uh, I, um, I like what we're doing.”
“Yeah, I'm sure.” Rainbow winked and dropped her hands to the band of Fluttershy's shorts. Fluttershy grabbed her wrists. “Hey, relax. I said I was okay with it, remember? We've been doing just fine. Why stop?”
“Because I'm just like a normal mare until those come off,” she said. “I don't want to scare you away...”
Rainbow leaned into Fluttershy, this time able to press right against her body. The feeling of Fluttershy's boobs almost hugging her was oddly satisfying. She kissed her. “You're not gonna scare me away. I promise.” She kissed Fluttershy again and tried to gently lower her shorts and panties.
Fluttershy reluctantly helped, breathing hard and closing her eyes. Gradually, they slid down until they at last revealed Fluttershy's biggest secret. She had a cute little vagina, which looked normal, but instead of a clitoris was what was unmistakably a tiny horsecock sheath that was a similar colour as the rest of her, except a distinctly darker yellow.
Rainbow was confused. Judging from that alone, Fluttershy's size promised to be maybe a measly four inches or so, but the outline Rainbow had seen earlier that day was about double that. She gently touched it with a couple of fingers and realized it was flattened in on itself like a crushed pop can. “So, this thing gets bigger, right?”
“Y-yes.”
“Good. Is that how you can wear normal clothes?”
“Mmhmm.” Fluttershy opened her eyes. “That's the only good thing about it. Ooh, careful, Rainbow. You'll wake it up.”
Rainbow had pulled the sheath back to reveal a dark brown head. “That's what I'm trying to do.” Although Fluttershy's cock was still limp, it had already doubled in size, and Rainbow could jerk it a little. “Uh, Flutters, why are you crying?”
Fluttershy sniffled and stared at Rainbow's hand. “You really meant it. You actually accept me. I'm just so happy.”
Beaming, Rainbow removed her skimpy shorts and panties while continuing to stroke her lover's shaft. It grew at a cautious, measured pace no doubt borne of many years of needing to only become aroused when it was safe and nopony else was watching. “This cock of yours sure is slow.”
“Give her time.”
Both mares laughed.
“Rainbow?”
“Yeah?”
“You've got, um, a nice butt. Can I touch it?”
Rainbow rolled her eyes and gave Fluttershy's cock an affectionate squeeze. “Do you really need to ask that question?”
Moaning softly, Fluttershy groped Rainbow's ass with abandon and kissed her again. She made cute noises like before, except they had a relieved, finally-starting-to-relax tone. Rainbow kept stroking with her right hand, trying to coax more blood into Fluttershy's cock. With her left, she squeezed Fluttershy's boobs.
As the pegasi made out, Rainbow wondered why the cock in her hands remained flaccid. A few of the stallions she had been with would have blown their load by now, and here virgin Fluttershy was not even properly excited.
And then she felt something warm against her begging pussy lips. Her eyes snapped open. It was Fluttershy's cock head. Rainbow gave the cock several more jerks. She gasped mid-kiss. It was about as large as Rapidfire's, and to her amazement and partial horror, it was not the slightest bit hard yet.
Fluttershy, unaware of Rainbow's discovery, began leaking precum as she gave an aroused grunt and made small thrusting movements with her hips, rubbing her cock against Rainbow's pussy. The new sensations made it jerk several times and grow several inches and thicken enough to prevent Rainbow's thumb from meeting her finger around it.
Hormones and instinct began to take over as Fluttershy gave Rainbow a hard spanking and thrust harder. Her ever-growing shaft rubbed between Rainbow's ass cheeks and finally began to stiffen.
Rainbow pushed forward, toppling Fluttershy over and sending her crashing into the couch. She took this opportunity to break their kiss and kiss down her neck until she was right in between Fluttershy's boobs, which had spilled over her side and onto the couch. Rainbow grabbed them and pressed them against her head, giving herself the most epic motorboat she could dream of. Meanwhile, she moved her hips up and down, grinding her pussy against Fluttershy's smooth shaft.
Fluttershy squealed with delight and rubbed her pussy with one hand and squeezed her left breast with the other. Rainbow kept kissing every inch of Fluttershy she could find. She had no idea how big her lover's cock was, but she assumed it was still growing. There was a feminine grunt followed by a loud thwack! as Fluttershy spanked Rainbow hard.
Rainbow came up for air and saw Fluttershy biting her lip and looking behind her. Rainbow followed her gaze and yelped, falling to the floor. A titanic cock towered high in the air. It throbbed threateningly.
“Holy Celestia… You were right about one thing.”
“Hmm?”
“You really are a monster.”
“I warned you,” Fluttershy said, fear lacing her voice.
Rainbow stood and examined it in awe. “I can't believe this is real.” It was much thicker than her arm, and it was well over two feet long. Despite being a massive cock, it looked feminine with its sleek, elegant shape, mono-colour, and few pulsing veins to speak of. She traced a finger around the flared head and licked the precum off it. Its taste was about the same as a stallion's, if maybe a little sweeter. “What do you feed that thing?”
Joy and excitement were written all over Fluttershy's face. “It just got that way. Everything was as normal as it could get, what with being a futaneighri, until I was a teenager. Then everything just got huge all at once.”
Rainbow remembered that. When they were teenagers, it seemed like Fluttershy went up a cup size every other week. As that year started, she looked perfectly normal, if a bit on the lanky side, but by winter break, she had a bigger rack than Spitfire. Her shyness had grown along with rest of her.
“I'm really big, even for a futa,” she said. “Um... do you like it?”
“Like it? Like it? I'll show you what I think of it.” Rainbow spat on Fluttershy's cock. Fluttershy gasped and held her hands against her mouth, on the brink of tears. But Rainbow opened her mouth wide and tried to take the head in. Her jaw ached, and she could not quite fit it all.
“Nnn...” Fluttershy bit her lip and wriggled.
Precum spilled into Rainbow's mouth, and she drank it eagerly, savouring the flavour. She kept trying to open her mouth farther and ease the cock head into it. Most of it was inside, but her upper lip could not quite reach the rim. She allowed a mixture of precum and spit to dribble down Fluttershy's horsecock and started jerking her off with massive strokes, using it as lube. Even with both hands, her fingers could not meet around the middle. Still unable to fit the head into her mouth, she teased and licked every part of it she could.
“Ooh, another mare's mouth feels so good, Rainbow,” Fluttershy cooed. “You're having a little trouble, huh? Let me show you.” She sat up, and Rainbow gasped. Her cock was so huge, it came all the way up her body, just past her chin. Perfect for self-sucking, which is exactly what Fluttershy did.
She kissed the part of her cock Rainbow could not reach and stroked Rainbow's hair with one hand while playing with her own breast with the other. Rainbow kept trying to suck until Fluttershy's tongue entered her mouth and she found herself making out with her again, still stroking her turgid cock.
“Mmm, Rainbow,” Fluttershy said mid-kiss. “Watch me.” They broke their kiss, and Fluttershy gave Rainbow a peck on the snout. She opened her mouth and stretched her jaw, then wiggled it from side to side. She grabbed her cock just below the head with one hand and pulled on her lower lip with the other. In one quick move, she took the whole head into her mouth and bent forward, swallowing another six inches. She stroked her cock furiously, twisting her hands up and down its length, and sucked loudly as she bobbed her head.
“Wow... that's so fucking hot.” Rainbow pressed her chest against Fluttershy's face and helped her stroke—there was plenty of room for her to work with, as it would take at least half a dozen mares to pleasure the whole thing with their hands.
“Uh, hey,” Rainbow said a few minutes later. “That's amazing and all, but can I have a turn?”
Fluttershy eased the cock out of her mouth and grinned sheepishly. “Oh. Sorry. I got carried away, didn't I? I'm not used to somepony else, um, helping me.”
“That's okay. I think I can do it now.” Rainbow leaned against the monolithic cock, pressing her body against it. She mimicked Fluttershy's technique, and after some grunting and straining, she finally popped the enormous head into her aching mouth. It filled her mouth completely, even with only a few inches inside. More precum issued from the tip, and she used it as lube to take the head all the way to the back of her mouth.
Fluttershy placed her hands on Rainbow's hips and stroked her curves, occasionally squeezing her ass. Rainbow took advantage of Fluttershy's super futa cock and started grinding her pussy against it near the base while using her toned, athletic body and perky blue tits to rub against the shaft while stroking the front with her hands. She sucked as hard as she could, moving her head up and down a few inches, and was pleased to see Fluttershy involuntarily thrusting her hips.
“Oh—oh, Celestia! T-that's so good!” Fluttershy plunged three fingers into her pussy, pleasuring herself rapidly, while enjoying her lover's body with her other hand. She tossed her head back and moaned with ecstasy.
Rainbow ground away against the unreal cock. Waves of pleasure washed through her body. Her mouth sent them rolling down, and her pussy lips that slid up and down the shaft sent them up, and they met somewhere in the middle. She had not been penetrated or even eaten out yet, and Rainbow felt herself getting close.
Still sucking away, Rainbow clambered onto the couch and stood over her amazonian sex goddess. Her pussy already missed the feeling of Fluttershy's cock, so she thrust four fingers inside. Shudders wracked her body. She did not have much time. Inhaling, Rainbow plunged down as hard as she could.
Fluttershy gasped as her cock slid deep into her lover's throat, precum easing its passage. Rainbow knew it was physically impossible to deep throat the entire thing, as it was about as long as her body, but she was determined to reach the medial ring. It was a task easier said than done. As soon as the huge phallus entered her throat, she could not breathe. It was so huge, her throat had to stretch considerably to accommodate such a beast.
“D-don't hurt yourself.” Her breaths came as gasps.
Rainbow would have grinned if she could. She loved it when her partners appreciated her incredible feats, in or out of the bedroom. There must have been a whole foot of hard cock inside her, and the medial ring was a good few inches away. Her lungs burned for air as she made it farther down, bit by bit. She felt her throat. Fluttershy's shaft created a distinct protrusion. She thrust her fingers faster and harder.
One final breaker of pleasure crashed through her body, and Rainbow lost it. Her pussy clamped on her hand, and she orgasmed hard. The jolt was enough for her to plunge down a few more inches, and her lips kissed Fluttershy's medial ring. Her orgasm was intense, and she held herself still despite the flaring pain of so many countless inches of cock lodged down her throat.
Her orgasm petered out, and she started going limp. A more pressing matter was at hand: She had to remove the horsecock from her mouth, or she would pass out. It was harder to pull out than it was to slide in. Precum kept leaking from it directly into her stomach, but it did her no good as she tried to slide it out.
Fluttershy grabbed Rainbow's shoulders and pushed up while she tried to pull her dick back. “Oh, you poor thing!”
They pulled together until the monster cock came out of Rainbow's mouth with a loud pop! Rainbow massaged her aching jaw. She gulped several times as her throat adjusted to its normal size. “Whoa, Flutters, you really are huge. You could kill somepony with that thing.”
“Are you okay?”
“Okay? That was awesome! That's seriously gotta be the best cock in Equestria.” She wrapped her arms around it and gave it a tight hug and an affectionate kiss on the head. “And it's all mine. Does she have a name?”
“No?”
“Mmm... how about Angel?”
“Rainbow!” Fluttershy's voice was stern, but her cock twitched. “That's not funny.”
“Well, he is a dick most of the time.”
“None of that,” Fluttershy said, trying to stand, but Rainbow kept her weight on her cock, preventing her from moving. “Um, Rainbow? That was a really, really, really amazing blow job. I didn't know somepony could take that much of it. It took everything I had not to cum right there.” Her face went a brilliant shade of magenta.
She kept worshipping Fluttershy's cock with her whole body. “Thanks. I call that my Rain-Blow-Job! Patent pending.”
“But, um, I think I'd better go finish. You've been a big help, but—”
“What do you mean? You're finishing right here.” Rainbow moved harder and faster to emphasize her point.
“No, you don't get it. I cum lots. Like gallons.”
“Really? How do you do that with no balls?”
Fluttershy shook her head. “I don't know. It's a futaneighri thing, I guess. It's embarrassing. And really messy.”
“The cum shot is the best part.” Rainbow kissed the flat top of Fluttershy's cock head and tongue-teased her urethra. “Let's just get it on ourselves, and we can wash it off after.”
“I don't think—aah!”
Rainbow jerked harder, and Fluttershy's breathing became shallow. She struggled against her, but Rainbow kept her pinned. After Fluttershy threatened her with how huge her orgasms were, Rainbow had to see it for herself. But no matter how hard she stroked or what she did, Fluttershy refused to cum. Her breathing betrayed her pleasure, but she kept struggling to free herself from Rainbow's grasp.
Rainbow had an idea. She grabbed two overflowing handfuls of Fluttershy's hoofers and squished them against her own cock, using them to jerk her off while she kept sucking on the head.
“No... No, no, no, no! R-Rainbow! I-I-I'm g-gonna cum... I'm gonna cum!”
Rainbow ignored her and kept going. She only partly noticed the cock sandwiched between her mouth and body and Fluttershy's boobs grow several inches and thicken as it prepared for release.
Then Fluttershy screamed.
Rainbow felt an enormous surge of cum travel up the shaft before it sprayed all over the inside of her mouth. Her cheeks ballooned out as she struggled to swallow it. There was just so much. It was thick and creamy and delicious. The best cum she had ever tasted. And the first shot seemed to last forever, putting every stallion Rainbow had slept with to shame. She had barely managed to swallow the first shot before the next one came, and this one felt just as big as its predecessor.
Fluttershy shuddered and kneaded her own breasts, jerking them up and down her shaft as she ejaculated. All Rainbow could do was hold on. She lost track of how much cum she had swallowed. Each shot hit the back of her throat so hard it hurt. She dared a glance down. Her belly was so full of cum, it expanded out, making her look fat. Fearing she might explode, she fell off Fluttershy's cock as the next shot overfilled her mouth, spraying cum out her lips and snout as it had nowhere else to go.
She fell to the floor and watched in gape-mouth awe as the remainder of the shot splattered loudly against the ceiling. Excess cum cascaded from her mouth, down her boobs and stomach, forming a pool on the floor. Fluttershy moaned and did the hottest thing Rainbow had ever seen.
Fluttershy leaned forward and took a full blast of her own cum right on her face. The shot soaked a good portion of her hair and drizzled her cheeks before she managed to align her open mouth with the urethra and prevent any more from going everywhere. As Fluttershy milked her cock, Rainbow dove forward and buried her face inside Fluttershy's hungry snatch, licking it eagerly.
Fluttershy's pussy was so small and tight, and it tasted incredible, made even more delicious by her mind-shattering orgasm. Rainbow grabbed two handfuls of Fluttershy's ass and squeezed, shoving herself as far into her lover's pussy as she could. It was interesting, feeling the base of that monster cock against her forehead—each wad of futa semen brushed against her before it travelled up the shaft and into Fluttershy's mouth.
Rainbow gave that big, fuckable ass a hard spanking as Fluttershy ground her pussy into Rainbow's lapping mouth. She licked as deep as she could, and then stood up, dragging her tongue along the spasming horsecock.
When she reached the top, she took an envious look at Fluttershy's cum-covered face and yanked her cock from her mouth. A huge shot sprayed her in the face, drizzling her hair and neck as well. Rainbow aimed the cock at her tits, and Fluttershy collapsed back onto the couch, panting as her cock oozed a final few feeble shots of foal gravy.
“Ooh... how did you know I can't resist the feeling of my breasts on my penis like that?”
“T-that was so much,” Rainbow groaned. “And it was just a lucky guess.”
Small rivulets of semen dribbled down Fluttershy's cock. “I did warn you. And, oh dear, what a mess. We really should finish off in the shower, otherwise this whole place will get soaked. I tried not to cum, I really did, but you're just too good.”
Rainbow stared at the mighty cock between them. It was just as huge as ever. “Yeah, I have that effect on—what do you mean, 'finish off'?”
“I'm still kinda hard,” Fluttershy mumbled.
“Yeah, I kinda noticed.” Rainbow rapped her knuckles against the shaft as if it were literally a piece of wood. “But again? Right now? After all that?”
Fluttershy nodded. “I'm still a girl. We usually can get multiple orgasms. I can, too, even in my male parts. I'm lucky if I only have to cum once before it goes down.”
“Just how much do you cum, anyway?”
“Oh, a day?” Fluttershy rested her muzzle on her cock head. “I think five or six usually. Some in the morning, some at night, and once after lunch, if I’m lucky. Being a futa gives me an overactive sex drive. How often do you get horny, huh?”
“A lot...”
“Yeah, well I've got two sets of parts. We futas are also naturally attracted to both sexes.”
“Really? Why? I mean, I do like regular mares, too, but on a more of a one night stand basis,” Rainbow said, not stopping to think how absurd it looked to see Fluttershy using her own monster cock to rest her head. “I'm not sure that'd change if I suddenly grew a dick.”
“Probably not. I was just born with both sex drives.” Fluttershy placed her hands on her slick cock and rubbed it slowly. “The thought of a stallion inside me—or, um that thing you did to my mare parts with your mouth—is just as hot to me as you taking me inside you.”
Rainbow cupped Fluttershy's face in her hands and gave her a sloppy kiss. “You wanna fuck me, huh?” A nod. “Good.” She stood, and it was Fluttershy's turn to kiss her.
Fluttershy grabbed her breasts and used them to strap her cock against her chest. She led the way up the stairs toward her bathroom, her tail swishing and her killer ass waggling. Rainbow wiped a strand of drool (whether it was hers or Fluttershy's was anypony's guess) and eagerly followed.
Rainbow had never taken a good look at Fluttershy's shower, and when she did, it all made sense. It was one of those wide showers with nice tiles and a wide seat on the wall opposite the head. It was also detachable, which must be useful for rinsing excess cum off the walls and ceiling. The shower's glass door went all the way to the top, having only a tiny gap for steam to escape.
Fluttershy grinned as her cock dribbled more precum on the tops of her breasts. Rainbow patted her sloshing belly. “You really did cum a lot. I mean... shit. I don't think an entire hoofball team running a train on somepony could cum that much.”
“Well, if somepony didn't make us wake up and be at the field by sunrise, I'd have had time to take care of myself beforehoof,” Fluttershy said.
Rainbow eyed her cock. “Yeah, sorry about that.”
Fluttershy patted it. “I guess I was feeling a little pent-up. Even so, I normally don't have quite that much. You got me really excited.”
“That's exactly what I wanted to hear.”
“Hey, Rainbow, watch this.” Fluttershy dropped her hands and bounced on her hooves, shaking her body. Her curvy hips swayed hypnotically; her unreal breasts rippled and flopped about majestically; and her now-freed cock swung like a meaty pendulum, flicking small drops of precum everywhere.
Before Rainbow knew it, she was rubbing herself. “Most mares have to at least try to be hot. You just have to take your clothes off, and you get me horny. You're so unfair, Flutters.”
Fluttershy turned around, raised her arms, and squatted, showing off her ass. An impressive amount of boob was visible beside her torso. She straightened and opened the shower door and walked inside. “Oh, thank you, Rainbow. You're pretty hot, too, you know. You've got the body I've always wanted to have.”
Rainbow kept fingering her aching pussy as she watched Fluttershy make room on the seat for her by removing the various mare care products and placing them outside the shower. “I'm just like almost every other pegasus, though. Okay, maybe I've got one of the nicer asses, and I've actually got something in the way of tits, but your body is just made of pure sex. You have no idea how many stallions get hard at just the idea of you taking your shirt off.”
“Mmm...” Fluttershy rubbed her cock with her boobs. “I didn't really know that. But when you're extraordinary like this, sometimes you just want to be ordinary.”
“Yeah, but you're you, and everything about you makes you, uh, you,” Rainbow said, staring at her cock and breasts. “And I'm loving these things about you. I'm wondering... if having a huge cock as a mare were considered normal, would you like it? How about hoofers that huge as a pegasus?”
Fluttershy nodded, comprehension slowly dawning on her features.
“See? There you go.”
“Well, what you just did does make me feel better about myself.”
“Good. Let's make you feel even better.” Rainbow strutted inside the shower, doing her best to sway her hips bodaciously, and closed the door behind her.
A wolfish smile spread across Fluttershy's face. She patted her cock like a trusty bazooka. “Momma wants some of that tight blue pussy!” With surprising force, she grabbed Rainbow, spun her around, and pinned her against the wall opposite the door, squishing her cock and breasts between them.
They kissed, their tongues doing a lovers' dance in each others' mouths. Rainbow groped every inch of Fluttershy she could find, from her shapely thighs, to her hips, to her ass, to her hourglass body, to her breasts.
Maintaining their passionate kiss, Fluttershy kept her pinned with one hand and turned on the water with the other. Hot water drizzled down on them, washing away sweat and cum, as they made out under the shower head.
Rainbow moaned as the need to be penetrated grew into an urge she could resist no longer. She kissed Fluttershy with the same frenzied passion her lover had shown her earlier, and Fluttershy kissed back just as fiercely. The heat of the shower not only relaxed her muscles, but it acted as a perfect aphrodisiac.
Fluttershy must have sensed her partner's urges, for she released Rainbow, sat down on the shower floor, and spread her legs, leaning against the wall. “Use the seat. That should help.”
“Good idea.” Rainbow obeyed and sat on the shower seat. Now Fluttershy's cock was a safe, manageable distance from her pussy. “Here goes nothin!”
Rainbow placed her hands on the seat and positioned herself so her pussy lips kissed the broad, fleshy meat plateau of Fluttershy's cock head. It would be an extremely tight fit, but she had more than enough of her own lube and Fluttershy's precum to help her out.
Her wings snapped open as pain shot through her. Fluttershy's cock already stretched Rainbow's pussy to breaking point, and she needed to make it wider. She would not give up. She had to have this. Rainbow put more and more weight on Fluttershy's cock, forcing gravity to do its thing.
Something had to give, and Fluttershy's cock was so hard and huge, Rainbow was confident it could punch through solid steel. She grunted and pushed, and the gargantuan horsecock pressing against her at last gained entry.
No nerve ending was spared as Rainbow impaled herself on Fluttershy. Pain and ecstasy contorted her face as she took inch after inch, now leaning on Fluttershy's shoulders and planting her hooves on the floor for support.
Fluttershy grabbed Rainbow's ass and squeezed it for all she was worth, but she restrained herself from doing anything else. “Unf... Rainbow... Rainbow... you're—you're s-so tight!”
Rainbow forced a chuckle. “Stallions have said this to me before, but I'm not that tight. You're just huge.”
“Mmm, yes, yes I am.” Fluttershy spanked Rainbow and leaned forward. “Now take it. Take it all!”
“That's a joke, right? That thing's actually bigger than me.” Rainbow grunted and started rubbing her clit. Her love tunnel was so full. But there was still room inside her, and she kept taking more and more cock.
As Rainbow descended, Fluttershy's mouth was mere inches from Rainbow's chest. Fluttershy squeezed her lover's perky petite tits and sucked on her erect nipples as hard as she could, giving them the occasional nibble.
Rainbow squealed as her pussy lips met Fluttershy's medial ring. There was a distinct outline on her stomach from Fluttershy's hard pony cock. It was incredibly deep, but Rainbow had to take more. She was so impaled, making her already-destroyed nethers accommodate a bit more girth was no big deal.
A good thing, too; Fluttershy only got thicker past the ring. Doggedly determined, Rainbow took a few more inches until Fluttershy's cock was as far as it could go without breaking into her womb. With every possible hypersensitive nerve ending inside her flaring with pleasure and her breasts being worshipped like that, Rainbow could do nothing but cum.
She closed her eyes and shrieked, grabbing Fluttershy's shoulders hard as her orgasm rocked her. Unable to move, she stayed where she was, riding out her orgasm. She felt so full. It was beyond any kind of pleasure she had ever experienced.
And Fluttershy was just getting started. Careful not to hurt Rainbow, she hoisted her up and moved them to the seat. She gave Rainbow's nipples teasing licks. “I-I thought you were tight before.”
Rainbow struggled to regain control of her limbs. “I'd like to see you take this much cock without being tight.”
“Oh, I couldn't do that,” Fluttershy said. “I am—uh, was—a virgin. I still am down there. How big are normal stallions, anyway?”
“Maybe eight inches. Nine tops. The biggest I've been with is just over a foot.”
“That's it?”
“Uh, yeah.” Rainbow was in disbelief, but then again, Fluttershy had never seen another pony's cock before. She was amazed, too. She had a good eighteen inches inside her, and there was easily a foot to spare. And the thickness. Nopony was close to as girthy as Fluttershy. “This is a really long shower.”
“Mmm, yes,” Fluttershy said. “They tend to get long when I really get going like this.”
“That's a lot of water.” Rainbow looked at the faucet, which still steadily streamed water on them. “Good thing we're not in Califoalnia.”
“Huh?”
“Nevermind. Now, let's see how good I can fuck.”
Fluttershy kissed Rainbow, who cautiously moved her hips. Although she had just orgasmed, she was getting close again. The feeling of so much cock meat inside her was too much. But she had to control herself. She made movements bigger, bobbing up and down six to eight inches at a time.
Fluttershy's eyes rolled around as she started moving her hips, thrusting in time with Rainbow. The ponies kissed, and she wrapped her hands around the exposed part of her phallus and stroked hard and fast.
This was Rainbow's time to shine. She was an endurance athlete in top condition, and she had to last long enough to fully satisfy her lover's big needs. Rainbow moaned into Fluttershy's muzzle and lost herself in the sensations. Her mind floated in a state of pure bliss as she rhythmically rode the cock between her legs.
She had lost track of time, but a familiar feeling building in her nethers brought her back to reality. There was no holding it back this time. She had to orgasm, and orgasm hard. As climax gripped her once more, Rainbow focused on one thing: keep moving. Pleasure exploded within her, but she humped faster than before instead of stopping.
Fluttershy, on the other hoof, was paralyzed. She broke their long kiss. “Rainbow... you're gonna make me cum if you keep doing that. It's so tight. I can't take it.”
“G-good. I want it inside,” Rainbow managed. “I’m on the pill.”
“Futa cum can't get mares pregnant,” Fluttershy said with a long groan. “There's just too much of it. You'll burst! I wanna cum inside you, too, but...”
“Fine. Just give it to me.” Rainbow felt her orgasm subsiding, and she leaned back. “And I can’t blame you. Everypony wants to cum inside Rainbow Dash.”
Not needing to be told twice, Fluttershy grabbed her by the hips and stood, then set Rainbow's back on the shower seat. She propped herself up by planting her hands against the wall. Her beautiful breasts smothered Rainbow, who feebly kissed them.
Fluttershy made several foot-long thrusts, an adorable feminine grunt sounding in her throat with each. Her cock expanded, growing completely taut. She pulled her cock out, said, “Aaaaah!” and came. With nothing holding it in check, her cock sprayed huge blasts of cum on the floor, walls, ceiling, and Rainbow—everywhere.
The first shot lasted so long, Rainbow had no idea if it would end. When it did, Fluttershy grabbed her cock, aiming it at her and jerking it furiously. She thrust her hips hard and fast as her cock discharged more warm spunk all over Rainbow. The burst soaked her hair, then her face, chest, and stomach. She was so thoroughly coated in white, she looked like she was the victim of a dozen of Pinkie's cream pies all at once.
But Fluttershy had no intention of stopping. Shot after shot hit Rainbow in an unending torrent. It was a while before they dwindled. Rainbow grabbed Fluttershy's spasming cock and wrapped her mouth around the head, milking the last few shots from it.
Rainbow kissed Fluttershy's rock-hard dick and gazed at her. She leaned against the shower wall, panting and wings spread wide, hot water raining down on her back. “Your cock is so amazing,” Rainbow said. “We've gotta do this again sometime.”
“How about right now?” Fluttershy purred.
A thrill of adrenaline shot through Rainbow. “N-now? You mean...?”
Fluttershy straightened up. “I'm still really hard.”
“Does that thing ever get tired?”
“Oh, yes, but she's oh so hungry today thanks to you.”
Rainbow scooped a handful of cum off herself and let it ooze to the shower floor. “I'm ready for another round, but I'm kind of a mess.”
“Sorry.” Fluttershy stepped aside, letting the water hit Rainbow.
The water mixed with the cum, washing most of it off in short order. Rainbow winced as she stood, her legs farther apart than normal. Her pussy ached from the loving abuse it had been though. She was not sure if she could go back to stallions after this. Even the bigger ponies were puny compared to Fluttershy, and they would just not be the same.
She stood groggily and tried to wash all the cum off her. Fluttershy stepped in, gently stroking her, and ran her hands along Rainbow's figure. She squeezed Rainbow sensually as the last of her seed went down the drain. Straddling Fluttershy's cock, Rainbow groped her breasts and kissed her.
Fluttershy held her tightly and started moving her hips as she kissed back. Rainbow could not believe how Fluttershy was still hard after cumming that much, but here she was. She squeezed her voluptuous tits harder and gasped when she felt her hooves leave the floor.
Fluttershy's cock was so strong, it supported Rainbow's entire body weight as it lifted her a few inches into the air. Rainbow leaned into her, deepening their kiss, and ground her pussy against the base. As the shower's water rolled down her and her partner Rainbow took a moment to reflect on all the sensations pleasuring her. Her pussy kissed the cock of her dreams; she was making out with a sex goddess whose cock was so huge it lifted her off the ground; and Fluttershy's massive breasts served as perfect lovely pillows to lean against.
Fluttershy moved her hips faster. Rainbow knew what that meant. She dismounted and wrapped her flexible feathery wings around Fluttershy's shaft. Her lover gasped as she started to stroke it. “What's the matter? Never had a wingjob before?”
“N-no...”
Rainbow grinned and led Fluttershy to the seat. She took it and leaned against the wall, staring at the ceiling, clutching the tiled seat edge, and panting. Rainbow kept going. She loved watching Fluttershy overcome with pleasure like this. She could tell she was trying hard not to cum again.
Fluttershy looked so cute sitting there, gently kicking her legs. Her body kept twitching, and she made adorable little whimpers between her elated gasps as Rainbow worked her wings up and down her massive cock. Fluttershy's tits flopped around her sides, spilling over her arms.
The water from the shower massaged Rainbow's back, spurring her on to move her wings faster. As she did, Fluttershy leaned farther back, sliding down the wall. Rainbow bent over, compensating for the change in angle, not missing a beat while she pleasured her partner.
Fluttershy's breathing grew more shallow and rapid.
“What's the matter? Not gonna cum again already, are you?”
“Nnn...”
Rainbow worked her wings lower until they stroked the bottom half of Fluttershy's cock. “Don't you wanna give yourself a facial?”
Fluttershy shook her head.
“Come on,” Rainbow said, stroking harder still. “I bet you love cumming in your own face... don't you?”
“... Mmm...”
She grabbed Fluttershy's flopping boobs none too gently. “That's what I thought.” With one good heft, she brought Fluttershy's tits clapping together on the top half of her cock. She worked her arms. Thanks to her lover's enormous breasts and her wings, she was jerking off the entire impressive length of Fluttershy's cock.
Fluttershy plunged both hands into her snatch and vigorously pleasured her mares parts. “R-Rainbow! Rainbow! I'm gonna explode—I'm gonna cum!”
“C-cum,” Rainbow grunted. “Cum!”
Fluttershy closed her eyes and opened her mouth wide, her tongue lolling out. She loosed a loud moan as Rainbow kept servicing her cock with boobs and wings. Her cock flared up for the third time, almost breaking free of Rainbow's grasp, and it unloaded a fusillade of futa semen all over her face.
Although she eagerly lapped up a lot of her own cum, her face was soaked in seconds. She bucked her hips and kissed her cock head as it drizzled her face and hair with load after load of sticky love juices.
Rainbow, overwhelmed by how hot she found this, kept stroking her lover's meat. She had never dreamed such a timid, reserved mare could be the most potent sex machine she had ever seen, but here she was, ejaculating all over her own face and loving every second of it. Rainbow felt so lucky to be with her. One shot missed Fluttershy's head, splattering loudly against the tiles. She was just so majestic. Rainbow wondered how far those powerful cum shots could go.
Finally, after several more huge shots, Fluttershy's orgasm ended. Her body slackened, and Rainbow stood, surveying the damage. It was a wonder Fluttershy did not drown. There was so much cum around her head, it looked like somepony had dumped several cans of thick white paint on her one after the other.
Fluttershy's eyes drifted open. She coughed, clearing excess jizz from her throat. “Oh, I've got such a hair trigger after the first time I cum...”
It made sense to Rainbow; on a good night, her orgasms would cum in rapid succession after her first until she was satisfied. Fluttershy's seemed to work the same way with her cock. Rainbow helped her up, and a large stream of cum poured off her face onto the seat, creating a small waterfall of the stuff for a few seconds.
“Fluttershy?”
“Yes?” she asked, bracing herself on the walls.
“Watching you blow your load all over your face like that was probably the hottest thing I've ever seen.” Rainbow stepped aside to let Fluttershy wash the cum out of her pretty pink hair before it dried.
“Mmm, thanks.” She held her hair under the faucet, turned to the side, and wrung it out. “Want me to do it again?”
Rainbow was in awe. “A-again?”
Fluttershy ran her hands down her profile, showing off every one of the many exaggerated curves she had. With a smile and a wink, she placed her cock head against the shower's wall and made slow humping motions before slapping her own ass. “I just can't get enough.”
“Me neither,” Rainbow said, ogling her. “But I think I see your problem. You're holding back.”
“I am?”
“Yeah.” Rainbow ran a hand up and down Fluttershy's shaft. “You're always afraid of hurting me and trying not to cum. You've got to let it all out. I want you to fuck me as hard as you can, and I want you to cum inside me.”
Fluttershy blanched. “But I just couldn't—”
“Look, I've faced eternal night, the lord of chaos, and done multiple Sonic Rainbooms.” She hugged Fluttershy's side and ran her hands up and down her curves. “I'll survive.” She gave her stunned lover a long, deep kiss.
As Rainbow's tongue slowly played inside Fluttershy's mouth, her eyes snapped open in surprise as she felt a pair of strong, earnest hands grab her slender waist. Fluttershy spun her around and threw her onto the shower seat. Rainbow lay there in disbelief as Fluttershy licked her lips and dove as far into Rainbow's snatch as she could.
Squeals escaped Rainbow's throat as Fluttershy ate her out. Her tongue went deep, rabidly pleasuring Rainbow's inner walls. She closed her eyes and tilted her head back, biting her lip. Inadvertently, her hips bucked against Fluttershy's mouth, and she placed both hands on Fluttershy's head.
Fluttershy groped and squeezed Rainbow's ass as she kept going. Pleasure mounted in Rainbow's nethers. It started small and built up like a snowball rolling down a steep hill, gaining momentum as it grew. She wrapped her legs around Fluttershy's back. Her pussy lips clamped down on the muzzle inside as she hit the razor's edge of orgasm.
Fluttershy kept it up, and Rainbow yelled, cumming hard. She pushed down with her hands and up with her hips, pressing her spasming pussy into Fluttershy's mouth. Her tongue drooped from her muzzle as her whole body shuddered in the throes of her climax. Every muscle she had clenched like a vise as ecstasy overwhelmed her.
Her partner lapped and slurped away at her juices until she came down, relaxing her muscles. Fluttershy came up for air and immediately kissed her. Rainbow's arousal shot right back up—she loved the taste of her own juices on another pony's mouth. A good thing, too, because Fluttershy wasted no time in aligning her hard cock head with Rainbow's pussy.
A husky grin spread across Fluttershy's muzzle. “Now that you're warmed up and relaxed, you'd better be ready.”
Rainbow pecked her on the snout. “I want it. I need it.”
“Good.” Fluttershy pushed hard until her head entered Rainbow's vagina. She spread her legs, planting her hooves firmly. “Because I'm not going to stop.”
“Bring it on.”
Fluttershy groped Rainbow's cute little breasts as she slid inch after inch inside. It was much easier than the first time, and she soon reached the medial ring. Careful to stop just short of Rainbow's cervix, she arched her back and started to thrust. Boobs filled Rainbow's vision.
Full of cock once more, Rainbow savoured the feeling of it pleasing her nerve endings. She could feel every facet, every vein, and every pulse. Gritting her teeth, she moved her hips as much as she could. “Ooh... yeah... yeah!”
Fluttershy let out a groan, and with it, all restraint she had was gone. Her cock moved like a battering ram, moving in hard, rapid sixteen-inch thrusts, her hips pistoning back and forth.
Rainbow screamed with pleasure as she received the most thorough and powerful rutting of her life. With nothing restraining them, Fluttershy's massive tits bounced and flopped everywhere, often smacking Rainbow in the face. Completely okay with this, Rainbow took advantage of the situation and motorboated them for all she was worth.
Hands moved to Rainbow's waist, and Fluttershy used her new grip to thrust harder than before. Rainbow, reduced to little more than a sexy cyan fuck-doll, came on Fluttershy's cock. Fluttershy, however, was undeterred, and moved her hips even faster, despite the increased tightness.
Rainbow fought to stay conscious as the adrenaline and pleasure nearly broke her mind. All she could do was bury her face in her lover's wildly bouncing boobs and take one thrust after the other.
One orgasm chained into the next. Rainbow had never experienced perpetual climax before. She writhed and squirmed howling as Fluttershy's cock bludgeoned her insides with the force of the Friendship Express in overdrive. Everything was moving. She needed something stable to focus on.
Rainbow reached up and grabbed one of Fluttershy's swinging tits with both hands. So soft and squishy. She brought her mouth to the nipple and sucked on it, kneading and squeezing the breast.
“Aaah! R-Rainbow!” Fluttershy's thrusts came faster still as she reared up, almost lifting Rainbow with her cock. She hefted her other breast with one hand and sucked on it. With her other hand, she rubbed her pussy and kept going.
Her thrusts became erratic. She held her cock almost all the way out for a few moments before driving it back in. There was no rhythm anymore. Moaning into her own tit, Fluttershy finally showed signs of breaking.
Rainbow kept groping and sucking Fluttershy's tit as she felt the behemoth dick inside her showing its telltale signs for one last release. Fluttershy withdrew it almost all the way, waited, and then went back in. She held it there for several seconds before repeating the move. She did a few more thrusts like this, her cock expanding and flaring slightly each time, before she groaned and slumped over, still fingering herself and sucking on her left breast.
Rainbow felt the thick first shot of cum travel up the cock buried in her before it erupted from the engorged head. It exploded all over her deepest reaches, gushing all over her insides. Aside from Fluttershy's spasmodic hip jerks, both mares remained stock still as they lost themselves to their orgasms.
They sucked on Fluttershy's tits as more and more cum filled Rainbow to bursting. Her belly started to expand as it overfilled. Out of the corner of her eye, Rainbow saw what looked like a pregnancy time lapse as she watched her belly grow more and more from all that cum being pumped inside her. Fluttershy's shots were far stronger than any Rainbow had ever seen, and because of how tight her orgasm-wracked pussy was and how huge Fluttershy's dick was, the cum had nowhere to go.
She placed her hands on her stomach, trying in vain to stop the swelling. Just when she wondered if she would explode at the seams, Fluttershy released her breast from her mouth and finally stopped cumming.
“T-that was the best sex I've ever had,” she said.
Utterly spent, Rainbow flopped. “It's the only sex you've ever had,” Rainbow said feebly.
“It was still the best.” Fluttershy looked down at Rainbow's gut. “Oh... oh my...” She was still buried inside her. Without moving her cock, she leaned back and gave a satisfied moan, rubbing her nipples gently.
A dopey smile crossed Rainbow's face. She felt cum dribble from her pussy. Fluttershy's cock began to shrink as gradually as it grew. As it deflated, it snaked backward out of Rainbow's pussy and made room for the huge cum load inside her to exit. Fluttershy staggered backward, and her cock came out. It looked almost sad in its semi-flaccid state, swinging limp and useless. It still reached far below her knees, and was still quite thick. Fluttershy leaned against the shower wall and slid until she sat.
Rainbow fanned her pussy as cum drained from it in an unending stream. She lay panting on the shower seat as litres of Fluttershy's seed poured out of her. “That was great, Flutters. I just wish it didn't take this long for me to discover your little secret.”
Fluttershy giggled. “'Little'?”
Rainbow joined her. “Just promise me one thing.”
“Yeah?”
“Make sure we can do this again sometime soon.” She laboriously sat up. Yet more cum drained from her as her belly gradually contracted back to its normal, tight size. “We need to be fuck buddies at the very least.”
Fluttershy stood, her dick still swinging between her legs. She walked over and kissed her. “I'd love that very much. I've always liked you ever since you defended me from those bullies at flight camp.”
Rainbow pulled her into a hug, snuggling inside her cleavage, and kissed back. “Me, too. Maybe we should be more than good friends. I want that beast all to myself. It's way too awesome to share.”
“Yes. Definitely yes.”
The doorbell rang.
A cum-free Rainbow bolted to her hooves. “Were you expecting anypony?”
“Not that I can remember,” Fluttershy said.
“Maybe somepony's wondering what happened to me.” Rainbow cringed at the thought of somepony like Thunderlane finding about what had just happened.
Fluttershy turned off the water and stepped out of the shower. “Better let me get that and tell them I'm better.” Grabbing a pink towel, she hastily wrapped it around her ample bust and ran downstairs.
“F-Fluttershy, wait!” Rainbow grabbed a towel of her own and bolted after her. “You need to get dressed first!”
“But I can't let them worry,” she called back as she neared the door.
Rainbow made it to the foot of the stairs when Fluttershy opened the door.
“Yo, Fluttershy, I've got your weekly—” A gape-mouthed Tree Hugger dropped a bulging bag of a leafy green substance and stared just past Fluttershy's knees.
Rainbow and Fluttershy followed her gaze and went beet-red. A semi-flaccid cock head dangled a few inches below the towel.
Tree Hugger knelt and examined it with both hands. “So that's where those gnarly vibes of yours came from, babe,” she said, taking a deep sniff. “This is one tree I’d totally hug, if you know what I mean. Say, how’d you like free marejuana for the rest of your life?”
Bulk Biceps popped out from behind a nearby bush and yelled, “YEEEAAAAAH!”
