I Feel Pretty

by Megapone

Rating: mature
Tags: Alternate Universe, Anthro, Romance
Length: 16538

Rainbow Blitz decides to dress up like a cheerleader to "cheer up" a stressed-out Dusk Shine. Dusk is more than happy to find such a pretty "mare" in his bedroom—and even happier when Blitz's skirt comes off.

It's been only a few days since Applejack dressed Rainbow Blitz up like a cheerleader and rutted him in front of all of Ponyville, but to Blitz, it feels like a lifetime. Now, Applejack has suggested that he go help "cheer up" a stressed-out Dusk Shine, who should be more than happy to welcome such a pretty mare into his bedroom—especially when he's had so little time to enjoy himself lately.

When Dusk comes home to find a prettied-up Rainbow Blitz sitting on his bed, though, his first reaction is shock—his second, confusion. But once the ice breaks, and Blitz's skirt comes off, the night suddenly becomes a lot more intimate.

Contains: R63, M/M, crossdressing, cuddling, cum Inflation, and pretty hardcore (though sweet) gay sex. A commission for Twidashforever. Coverart by arantzitahermoxa.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-10-06 23:10:02 UTC

Chapter 2: Things I've Never Tried

“Blitz?” Dusk blurted, stepping back. “What in the—why are you in my room? And why do you have on that...that…” He gesticulated wildly, his mouth working to no avail. “...That?”

Blitz’s cheeks visibly burned. “Fuck,” he said. “I knew this was a bad idea. I told Applejack—”

“Whoa, whoa,” Dusk cut in. “Hold on.” Come to think of it, Blitz did look a lot like the hypothetical cheerleader he and Applejack discussed last night. But...but where did he even hear about that? “Applejack put you up to this?”

Blitz’s mouth twisted. “He asked. I said yeah.” He looked fairly uncomfortable. “Just said you were down in the dumps and could use a”—his mouth twisted to the side—”cheerleader.”

“Wait a minute,” Dusk said, searching his memory. “Is this like last week? Have you lost another bet? Something like that?”

“Um.” Rainbow Blitz swallowed. “Not, uh, really.”

“Then why are you here?” Dusk didn’t sound angry. He sounded exactly as he felt: completely dumbfounded, and utterly perplexed.

Blitz glanced down at the floor. He fidgeted with his fingers, the blush burning even brighter on his cheeks. “Well,” he said in a small voice. “Y’see, uh, AJ told me you were feelin’ kinda stressed. And...well, he had the bright idea that maybe sending me over like this to do a cheer, might, uh, cheer you up a little. Like I said, cheerleader.” He lifted his hands and shook them a little. Dusk hadn’t noticed, but he was wearing a pair of pom-poms, and they rustled happily as Blitz shook them.

Now Dusk’s ears were burning, too. “As...a joke or something?” he asked. The look in Blitz’s eyes, though, already gave him the reply to his question.

“N-not really.” Now that was weird. Dusk had never known Blitz to stumble over his words. Brash, proud, outspoken—that was the Blitz he knew. But now, sitting on his bed, Rainbow Blitz looked...meek. Quiet.

And, given his current attire….completely and utterly feminine as well.

“Then, uh,” Dusk said. “As what?”

“It was a stupid idea,” Blitz said suddenly. He got up from the bed and strode across the room, his little skirt swishing across the backs of his legs. “I should just go. This was just so fucking dumb.”

“Wait.” Dusk moved to block his way. Blitz colored, but didn’t object. “I…” He swallowed, then glanced over Blitz again.

“I’m not really sure what you’re doing here,” Dusk said, somewhat unsteadily. He swallowed. “But...well, I’ve just had a hell of a day. So maybe I could use some cheering, huh?” He did his best to smile; it was forced and awkward, but he hoped it was enough. Something was off—he had to keep Blitz talking.

And dammit, but Blitz actually kind of pulled that outfit off. Dusk shoved the thought into the back of his mind and patted the mattress instead, grinning up at him.

Blitz just grunted and plopped back on the bed anyway. Dusk hesitated for a moment, and then sat down beside him.

“So,” Dusk said, staring up at the ceiling. “Cheerleading, huh?”

It wasn’t meant as a jab, but Blitz bristled anyway. “Yeah,” he muttered. “What about it?”

“Nothing!” Dusk said. “Really. I mean...from what I heard about last week…” He cleared his throat. “You pull it off pretty well.”

Blitz glowered. “Who’d you hear that from?” he said. “Scooter, I bet. That little asshole.”

“Uh, no,” Dusk said. “Elusive, actually. He saw you walking into town with it and was pretty impressed with your—uh, and I quote—avant-garde sense of chic.”

“What’s that even supposed to mean?” Blitz said.

“I don’t know. Just that…” Dusk shrugged. “I suppose that, whatever happened, at least one pony thought you knew what you were doing.”

“Sure,” Blitz said. “Sure.”

Dusk stared at the floor for a moment. He watched the dust motes floating above the carpet, thoughts spinning in his head, but none of them seeming quite right. If he’d been right earlier, Blitz had been around one second from bolting—and the wrong word now could set everything back on end. He didn’t need that. He definitely didn’t want it.

And yet...that fact remained that Blitz was still here. Here, in this room, on this bed, dressed in a damned cheerleader outfit. And not because of a bet.

Why?

“So,” he said, shifting his weight on the mattress. “Uh. Just thinking out loud here, so don’t take this the wrong way, but… Well, if this isn’t a joke, and it’s not a bet, then…”

Just spit it out, he told himself. He’s your friend. Don’t just sit here like a bunch of idiots.

“...then,” Dusk said, not quite meeting Blitz’s eyes. “Do you...well, like this kind of thing?”

“What?” It rang out in Dusk’s ears like a bell, harsh and blaring. He winced as Blitz whirled toward him. “Are you trying to say something?”

“No, no!” Dusk said. “It was an honest question. Really!”

“I—” Blitz’s voice caught in his throat, and he stopped. It sounded like he was choking on his own words. Finally, he let out a long, defeated sigh and flopped back on the bed. His pom-poms fluttered uselessly, and his padded top bounced a bit, as if it were exasperated as he was.

“Yeah,” Blitz mumbled. “Maybe.”

Dusk exhaled. Okay. This was getting somewhere. “I mean… I really do appreciate you coming over to cheer me up,” he said, cracking a smile. “In retrospect, I do kind of need it.”

Blitz rolled his eyes. “Anytime.”

“So,” Dusk said, for the second time that night. “Cheerleading, huh? Don’t think I’m trying to judge you or anything,” he said as Blitz opened his mouth, “but...well, I’m curious. I thought you didn’t dress up like this—at least not until last week.”

“Well...yeah,” Blitz said. “That was just a bet. But...well…” He closed his eyes and groaned.

“You found out that you liked it,” Dusk said, filling in the blanks. “And you decided that you wanted to try it again.”

“Not all the time,” Blitz said, flushing. “Maybe just like...once. Or twice,” he said, coughing as Dusk raised an eyebrow.

“Well…” Dusk’s voice trailed off. He eyed Blitz—really looked at him, not just glancing around him like a pony tended to when someone else was embarrassing them. His eyes lingered over the slender curve of the other stallion’s hips, of his bared midriff, of the light frills of the skirt laying over his thighs. Then he noticed that Blitz was looking at him and quickly averted his eyes. Gods. He didn’t want to come across like—

“Um,” he said. “You do look fairly nice in it, I guess. Not that you, uh, look girly or anything in it,” Dusk coughed as Rainbow Blitz sat up. “Unless—I mean, unless you want to.”

When he noticed that Dusk was still eyeing him from the side, it was Blitz’s turn to squirm. “I guess I kinda do,” he said. He planted his hands in his lap, folded meekly over one another, and stared straight at the floor. From the angle, the skimpy skirt and bright pink leggings were impossible to miss. Dusk had a feeling that Blitz didn’t want to.

As his blush deepened, Blitz went on talking, his legs kicking against the side of the bed. “It’s kinda funny,” he said, giving an obviously forced laugh. “Me! Y’know? The future Wonderbolt—the fuckin’ badass racer. But...I dunno, I just kind of like to look—”

A shiver went up Dusk’s spine.

“—pretty.”

Blitz fidgeted with his thumbs. “I mean, yeah, I like being a stallion—don’t get me wrong—but something about this getup makes me feel...kinda nice, I guess. I like feeling like this.”

“Pretty?”

“Yeah.” Blitz eyed Dusk. “Hey, you’re not judging me or anything, right? I’m not some kind of fuckin’ weirdo.”

“Hey, not at all!” Dusk said, holding up his hands. “We’ve all got our”—too late, he realized that he might not have chosen the best word, but was powerless to stop himself—”kinks, right?”

“Uh.” Blitz hesitated. “Sure. Right.”

Wrong word. Dusk searched his mind for a followup that wouldn’t end with Blitz bolting. “So, since the bet you’ve been dressing up as a cheerleader for… Applejack?” He was starting to put the pieces together in his mind.

“Oh. Yeah,” Blitz said. “Um. Yeah, but, I mean, it’s not really anything serious—I mean, it’s just. Well. It’s kinda fun, and we just started back with the original bet and just...sorta never stopped.”

“Stopped?” Suddenly, a few of the rumors that had been flying around over the weekend made sense. “Blitz...uh, well. Forgive me for asking but...are you and AJ a thing? Are you—well, gay?”

“What? No!” Blitz blurted. “Just ‘cuz I like to dress up like some kinda mare doesn’t mean I’m—well, like that. It was just a bet!”

“But you said that tonight wasn’t.”

“Yeah—well, so?” Blitz said.

“So,” Dusk said, very carefully, “doesn’t that mean that—well, you might like this beyond just showing Applejack up? I mean, you mentioned that you’d kept going with something, and I just—I didn’t mean to pry,” he finished, somewhat lamely.

“I—” Blitz’s voice wavered. For a moment, he seemed like he was hanging from a string, dangling over an abyss and frantically searching for a way out.

The string broke.

“Fuck it,” he spat. “Yeah, AJ’s been fuckin’ my ass six ways to Sunday for the past few nights—’Oh, Rainbow’,” he said, his voice pitching up, “‘Why don’t you suck my cock like a good little mare?’ And I just fuckin’ sit there and take it, but somehow that makes me some kind of fuckin’ faggot, even though everyone knows it was just a fuckin’ bet—”

Dusk just stared, his jaw slightly agape. He searched for something to say, but came up empty-handed.

“There,” Blitz said bitterly. “That what you wanted to hear?”

“I—well,” Dusk said, his mind swimming with responses. He latched onto the first one he found. “But...Blitz, I didn’t hear that your bet required sex with Applejack. That’s just—well, wrong.”

“It didn’t,” Blitz admitted. “So what?”

“Then doesn’t that mean that you liked it?” Dusk said. “I mean...otherwise, why’d you do it in the first place, and why keep doing it?”

“Because—”

Dusk waited. One. Two. Three—

Blitz’s shoulders slumped. “Fuck,” he said. “Fuck, fuck, fuck. Why did I do it? Why in the hell do I keep doing this?”

“Blitz,” Dusk said. “I mean—it’s okay to like it. None of your friends would judge you for it. It’s just...well, sometimes a stallion likes other stallions, and that’s completely okay.”

“What,” Blitz scoffed. “Like fuckin’ Elusive?”

“Blitz!”

“Fine!” Blitz snapped. “I’m gay. Is that what you wanted to hear, asshole?”

His voice cracked like a whip in the air. Dusk actually jerked back, blinking wildly.

Blitz suddenly let out a bark of laughter. “Man! What a fuckin’ faggot I am, huh?”

“Blitz!” Dusk said. “I didn’t mean to—gosh, I’m sorry.”

“Don’t be,” Blitz bit out. “You asked.”

“I…” Dusk glanced down at his feet. “Yeah,” he said in a small voice. “I guess I did.”

They were quiet for a few moments. Then:

“Don’t get me wrong,” Blitz mumbled. “It feels...good to talk about this kind of thing. Have it all out in the open. Though I think any of those fuckasses from Cloudsdale would love to hear it.”

He scoffed. “It hasn’t been for too long, but it’s just been me and AJ sneaking around, and he’s been really...well, kind of an asshole about it.” He frowned. “Always goin’ on about him bein’ a stallion, and me bein’ his mare… Fuck, I’d beat his ass if it didn’t turn me right the fuck on.”

He grimaced. “How weird is that, right? I only even came out here because he told me to. Fucker just loves to embarrass me every chance he gets. Bet he’s getting off just thinking about how humiliating this is for me.”

“He sent you here just to humiliate you? Nothing else?” Dusk asked with a raised eyebrow.

Blitz replied, defensively. “He told me to come over and do a fucking cheer for you, then I can go and we can forget it ever happened, nothing else. He gave me some bullshit about it being a mare’s job to cheer up stallions.”

Dusk bit his lip. “That’s...kinda fucked up of Applejack to do something like that to you.”

“Fuck it,” Blitz said, waving a hand. “It’s a kink, right. Who gives a shit? He just sometimes goes a bit overboard with it, just a little. Which, given how it started, makes a little sense.”

He paused. “But...this? It’s kinda nice.” He gave Dusk a sideways glance. “Thanks for not judging me for dressing up like this.”

“Well,” Dusk said. He bit his lip. “If it helps… I—I think you’re pretty.”

The two of them blinked. Dusk abruptly realized that he’d put his hand on Blitz’s leg—on his thigh, even—and had given it a light squeeze.

“Oh,” Dusk said. “Um. Sorry. Do you want me to—”

“No. It’s fine.”

Dusk flushed, but didn’t take his hand away.

“Well, thanks for that, at least,” Blitz finally said, sighing. “Sure makes me feel better.”

“No, I mean it,” Dusk said. Almost unconsciously, he began to stroke his fingers lightly across the inside of Blitz’s leg. He shivered at the sensation of the other stallion’s warm flesh against his. “You look great. Beautiful, even.”

“Beautiful?” Blitz chuckled. “Now there’s a new one. AJ hasn’t used that one yet.”

Dusk’s eyebrow went up. Maybe this was a good time to prod a little further. “So...you and AJ, huh?” he said, delicately.

Blitz didn’t seem to catch it at first, but then something clicked in his eyes. He opened his mouth, his eyes narrowing—and then stopped. Their eyes met for a second, and something seemed to pass between them. The ice was broken.

“Like I said, it’s nothing serious, we’re just… fuckbuddies, I guess,” Blitz finally said. He still sounded like he had to force the words out, but it was...cleaner. Easier. He blushed. “Why are you calling me pretty away? Do you...like this?” He kept fidgeting.

Now it was Dusk’s turn to blush. “Well,” he said, coughing again, “since you asked… Yes. I do like stallions. And mares,” he added, drumming his fingers against the side of his leg. “It’s, uh, kind of a unicorn thing.”

Blitz stared at him. “A unicorn thing?” he asked.

Dusk just shrugged.

“Man,” Blitz muttered. “Us pegasi—we just can’t catch a break. Every fuckin’ dude with wings has got to be this… I dunno. One of the guys, I guess. You get together, you talk about how much you like to fuck mares. And then one day, Applejack dares me into this whole getup—” he waved his hands over his lap “—and now look where it got me.”

“Butterscotch isn’t really ‘one of the guys’,” Dusk said.

“I guess,” Blitz said. “But I mean...it’s just a little weird for me, y’know? I’m so used to being the stallion—capital ‘S’—that when I found out how much I liked being like a mare...it just messed me up a little bit.”

He sighed. “Thanks again for not judging me for doing it,” he added, shooting Dusk a sideways look.

“Thanks for not judging me for liking it,” Dusk said. He did his best to smirk sympathetically.

“Heh,” Blitz said. “You do? You really like it?”

“You bet I do.” Dusk inched a little closer to Blitz. He put his hand on Blitz’s thigh again. Blitz didn’t stop him. “You really do look amazing.”

Their faces were inches apart. Blitz squirmed a bit, but it was obvious he didn’t want to pull away.

“That much, huh?” Blitz muttered. He looked to be thinking hard about something for a moment. “Well...you’re a pretty good-lookin’ stallion yourself.”

Dusk’s eyebrows went up, and he pulled back. “Wait, seriously?” he blurted. “Nopony—well, nopony’s really said anything like that before. I mean, you’ve always had the whole athlete thing going on, and you just kill with that whole cheerleader thing, but me—” He was flushing so hard that he looked more scarlet than purple; his wings had fluffed out behind him, stiffening as Blitz stared him down.

“Hey, don’t sell yourself short,” Blitz said. He elbowed him, smirking. “I can’t believe I’m saying this but...when you’re not being a complete dork, you’re actually kind of cute.”

“Well, thanks,” Dusk said. “Good to know. Assuming I’m not a dork now.”

They were leaning toward each other once again. Dusk couldn’t look away from Blitz’s eyes—and neither, it seemed, could he. The rise and fall of Dusk’s chest felt like a metronome, the growing tightness of his crotch something that he both wanted to push away and hold tight.

“Naw,” Blitz said. “Not right now.”

He was so close now, his lips inches away. Dusk’s heart was thudding like a bass drum; from the way Blitz’s eyes were darting all over the place, he imagined that his was as well. Then—

“Aw, fuck it,” Blitz mumbled. Dusk seized the opportunity—and leaned forward.

Even though he’d known, consciously, what he’d been about to do, it was still almost a surprise when he felt Blitz’s lips against his own. He’d been expecting—what had he been expecting? For Blitz to pull away, for his nerve to fail, for Bubble Berry to suddenly pop up shouting something about cupcakes. When their lips actually touched, then, it felt like an electric jolt had surged up Dusk’s spine.

Blitz’s mouth was...soft. Warm. Surprisingly full, given that the rest of him was so lean. Neither stallion went past simple lip contact—both were happy, Dusk noticed with relief, to just experience the moment, easing themselves into it hesitantly, slowly, and just, it seemed, enjoying the contact.

It ended both far too soon and far too late. Dusk came out of it blinking, then swallowed, not quite meeting Blitz’s eyes as the two of them pulled back.

“Um,” Blitz said. His cheeks were a bright, cherry red. “Welp. That was a thing.”

“Oh, uh. Yeah. Sorry,” Dusk said.

“Don’t be.”

“Was it okay?” Dusk asked. He steepled his hands, licked his lips.

“Uh,” Blitz said. “I...guess?”

“Did you...like it?” Dusk hoped he sounded more confident than he felt. The look on Blitz’s face didn’t look discouraging, at least. Small victories.

“It was...different.” Blitz swallowed. Dusk could see him swaying back and forth, almost imperceptibly, as he fidgeted with his hands in his lap. “Kinda weird, I guess?”

“But not bad?”

“No,” Blitz said quickly. “Definitely not.”

“Oh,” Dusk said. “Good.” He stared at the ground for a second, and then said, “So, uh, have you and Applejack—”

“No,” Blitz said. “Uh. Yeah. Nope.”

“Really?” Dusk blinked. Really? That didn’t even seem possible. “But I just thought—”

“Nope,” Blitz said again. “Just the...well, it was just the sex, I guess.”

“But not even a kiss?”

“Um.” Blitz looked severely uncomfortable. “No?”

Dusk’s hand flew to his mouth. “Oh, gosh. I mean—was that your first kiss right now? I mean, I should have asked, and—”

“I told you, it was fine!” Blitz’s voice cut off, and he flinched back at the look in Dusk’s eyes. “Really. I… It was okay. I kinda liked it.” He took a deep breath. “And yeah. That was my...well, first, I guess.”

He smiled weakly, and Dusk did his best to smile back. There. That was a start.

“Don’t tell anyone, though,” Blitz said, punching Dusk on the shoulder. “The guys at Cloudsdale would never let it go if they knew I’d waited this long.” He thought for a second, then shuddered. “Not to mention if they knew it was with a dude.”

“Well…” Dusk’s lip curled upward, and he rubbed his shoulder appreciatively. “This ‘dude’ kinda liked that too.”

“You did?”

“You’re not so bad a kisser for a first-timer,” Dusk teased. He paused, mulled it over. “Though I don’t exactly have the most impressive record myself,” he admitted. “It was my first, too.”

“Your first? Really?”

“Turns out there aren’t many makeout opportunities for a Canterlot shut-in,” Dusk admitted sheepishly. “And once I got to Ponyville...well, there was always just so much to do, and I didn’t want to ruin any friendships by going for anything.”

“Makes sense,” Blitz said. “I guess. But...huh. Guess I’ve kissed a stallion now.”

“Speak for yourself,” Dusk said. He rolled his eyes. “You’re not the one who thought he’d be a virgin forever.”

Blitz smirked. “Totally,” he said, not really sounding mean. “I mean, look at me. I bet there isn’t a mare or stallion who wouldn’t want a piece of this.”

Dusk’s eyebrows went up. “Mm-mm,” he said, grinning. “Especially when you’re dressed up like that.”

Blitz’s cheeks colored again. “Oh, yeah,” he said, glancing down at his bared midriff. His skirt ruffled slightly as he readjusted his legs. “I forgot about this.”

He gave Dusk a sideways glance. “Y’know,” he said, “I did kinda tell AJ that I’d do a cheer or something for you. Just to cheer you up or whatever.”

“Blitz,” Dusk said, putting a hand on his shoulder. “You don’t have to if you don’t want to.”

“As if he couldn’t tell if I were lying about that, anyway,” Blitz scoffed. “And besides, I kind of want to do it anyway.”

“To spite him?”

Blitz stood up, planted his pom-pom-clad fists on his hips. “Sure,” he said doubtfully. “Something like that.”

As Blitz stepped away and got himself in position, it was hard for Dusk to ignore the way his friend’s skirts swirled around his legs, the frills dancing across his thighs as his pom-poms glittered in the light. He’d never really let himself think about it before, but he’d never realized just how cute Blitz was. Between that slim waist, those tapered cheekbones, that big, adorable blush—paired with the outfit, it was almost too much for him to handle.

Once he’d gotten ready, his hands at his sides and his head bowed slightly, Blitz took a deep breath, held it, and jerked his head up.

“Dusk, Dusk!” he cheered, whipping his pom-poms above his head. The first word was weak, and rather hesitant, but the second one was louder, more confident. When he kept going, there was actually a big smile on his face. “He’s our man. If he can’t study it, no one can!”

Dusk chuckled at the permutation of the familiar chant. And the way Blitz’s top clung to his padded chest as he bounced upward—not to mentioned the way his skirt swirled as he moved—certainly did little to turn his appreciation down. As he made to clap, though, Blitz kept right on going. Evidently, he wasn’t finished.

“Dusk, Dusk, he’s the best!” Rainbow pumped his hands over his head, his head actually bouncing up and down as he cheered. “He’ll work harder than—uh—all the rest!”

Dusk just kept grinning. He couldn’t help it. Rainbow was really getting into it. As much as it was obvious that he was completely uncomfortable with the situation he was in, there was also something else there—a spark, a brightness behind his eyes as he cheered. His whole body moved with his clothes, his hips swaying with his skirt, his arms flowing with the tassels of his pom-poms. As Blitz’s hips swayed a little too high, the resulting momentum actually flipped his skirt a bit over his waist—which revealed the beginnings of a bright pink thong barely covering his groin. Dusk bit his lip as he realized that the whole picture amounted to one big result: a rapid stiffening at his crotch that was getting harder and harder to ignore.

Harder. Heh.

Real original, Dusk.

As Blitz came out of his last cheer, bouncing on the tips of his toes and ending with his pom-poms thrust above his shoulders in a “Y-shape,” Dusk actually got to his feet and clapped. “Woo!” he said, beaming. “Good job, Rainbow!”

Too late, he realized that he’d never used that name before—as far as Dusk could remember, him and everybody else in Ponyville had always called Blitz...well, Blitz. Never “Rainbow.” But here…

Dusk eyed Rainbow Blitz’s curvy, newly feminine figure, swallowed as the swishing of his friend’s skirts over his legs drove something inside him absolutely wild. But here, it seemed to fit.

Thankfully, Blitz—Rainbow?—didn’t call him out on it. Instead, he just blushed, made a nod that might have been interpretable as a bow, and quickly took a seat back on the bed.

“You really liked it that much?” Blitz asked as Dusk sat back down.

“Well, yeah.” Dusk grinned down at him. He wasn’t the tallest of stallions, but Blitz’s runner’s build was definitely on the shorter side of the spectrum, giving rise to a good two or three inches of height difference between them. “It was really good. Honest. And the fact that you really got into it just made it even better.”

“Oh.” Blitz’s cheeks flushed. “I kinda did, didn’t I?”

A heartbeat later, Dusk realized that Blitz was actually leaning against him. It wasn’t anything pronounced—just Blitz’s bared shoulder smushing against the sleeve of his sweater—but it was new. It was...nice.

His heart beating a bit faster, Dusk contemplated his next course of action before deciding to throw caution to the wind. Slowly, his heart thudding in his chest, he raised his left arm and slid it around Blitz’s shoulder.

The other stallion’s bare fur was warm against the palm of his hand. He could feel Blitz shiver a little as Dusk made contact—but, thankfully, he didn’t pull away. If anything, he fidgeted a little closer into him, burrowing his shoulder under Dusk’s armpit. A faint smile crossed Dusk’s face. He couldn’t help it. It just felt...right.

“You know,” he said, trying to sound cool. “You look really cute when you cheer like that.”

“Really?”

“Yeah. And if you want to know whether it worked or not…” Dusk chuckled. “It definitely cheered me up.”

“Well, good.” Blitz snorted. “‘Cuz that’s what it was for.”

“Mmhm.” Dusk waited another second before daring to pull Blitz a little closer into him. They sat like that for a moment, just pressed up against one another, staring at the wall and staring at nothing, their feet dangling off the edge of the bed.

And then a suggestion pushed its way into Dusk’s mind, and he found he couldn’t say no. Somewhat shakily, but definitely not reluctantly, he turned until his face was angled toward Blitz’s—and then, slowly, inching his way over, moved down until their lips were not even an inch away.

This kiss was different from the first one. It was shorter, but hotter. More intense. There wasn’t any moaning, no fondling, and certainly no fireworks, but Dusk could swear that he’d felt Rainbow’s tongue slip its way past his lips for a fraction of a second. This time, he could detect something there that he hadn’t felt before: a buried, hidden hunger, worming its way between them for a single heartbeat before vanishing once more.

But it was nice, if nothing else, to know that it was there. Dusk’s crotch throbbed again, feeling even tighter as he carefully pulled away. He caught Blitz’s eyes, their gaze holding each other’s in place as Dusk pulled himself back up into a proper sitting position.

“Well,” he said, smiling at Blitz. “That one worked a bit better.”

“Mm.” Blitz licked his lips, looking almost longing, or even mournful. “Yeah.”

Taking a bit of a risk, Dusk reached his right hand across his chest and slipped it over Blitz’s thigh. Blitz nearly jumped—but then settled into it, accepting the contact. He shivered as Dusk caressed the inside of his thigh, his fingers sliding gently across the raspy smoothness of his leggings.

“You know,” Dusk said, giving Blitz’s shoulder a squeeze and glancing over at him. “You’re really beautiful like that.”

Blitz started. “B-beautiful?” he said, stumbling over the word. “You’re shitting me”

“No, I mean it.” Dusk gave Blitz’s thigh another squeeze, then lifted his hand up to gesture over his body. The skirt, the top—even the padded chest. “Really. I never would have guessed it, but all of this goes with...well, you so perfectly. I think you look absolutely beautiful.”

“Beautiful,” Blitz said again, almost as if he were tasting the word. He shifted his shoulders. “Yeah. That’s a new one.”

“Applejack’s never called you beautiful?”

“Nah,” Blitz said. “Pretty, yeah. Cute? Sure. But beautiful… That’s totally new.” He pursed his lips. “I think… I think I kinda like it.”

“Well,” Dusk said, grinning, “I know I definitely do.” Blitz did his best to grin back.

Dusk kept running his hand up and down Blitz’s thigh. The other stallion didn’t stop him—if anything, he seemed to like it, his wings jittering a bit behind him every time Dusk’s hand reached the top of his hip. Another spark of daring lit up in Dusk’s chest, and, as he pulled his fingers back up to the top of Blitz’s thigh for the next time, he pushed up a bit further, sliding his fingers up the side of Blitz’s shirt.

Blitz’s hand jerked across his lap, toward Dusk’s—and then froze, hovering in the air, uncertain. Dusk quickly pulled his hand away, letting it fall back to Blitz’s lap.

“I—sorry,” Dusk said. “I should have asked. “Was that—was that okay?”

“It was…” Blitz sighed, ruffling his pom-poms a bit. He took a breath and then smiled up at Dusk. “It was okay, yeah. It...actually felt kinda good. Could you...could you do it again?”

“Sure.” Dusk steadied himself, then carefully slid his fingers up Blitz’s shirt again.

He was...warm. Soft, but smooth, his coat almost welcoming Dusk’s touch. Dusk’s fingers traced lightly across Blitz’s waist, then rested on his stomach. Blitz shivered, then put a hand over Dusk’s.

Their eyes met; Blitz smiled hesitantly, and Dusk smiled back. Dusk began to move his palm over Blitz’s belly, not quickly, but lovingly, caressing his coat. Blitz kept his hand over Dusk’s, feeling over the ridges of Dusk’s knuckles and pressing his palm into his middle.

That feeling of warmth—of feeling another pony’s life beating gently under his touch—only turned Dusk on more. He could feel Blitz’s body pressed tightly up against his, could feel his soft coat giving way beneath his gentle stroking, could feel every one of the cute pegasus’ breaths as he slowly moved his palm up over Blitz’s chest. Once his fingers had pushed beneath the padded bra, Dusk felt something small, round, and hard poking against his forefinger. Grinning to himself, he decided to give it a squeeze.

Blitz inhaled sharply as Dusk caught his nipple, then began to play with it, rubbing it and caressing it between his thumb and forefinger. “Mm,” he mumbled.

Dusk smirked, then slowly pulled his hand back and out. “I don’t know why Applejack’s never said it before,” he said, resting his hand on Blitz’s thigh once again. “But you really are beautiful.”

“Thanks,” Blitz said. “I guess.” Hesitantly, his right hand crept around Dusk’s back...and then finally settled on Dusk’s hip, curling protectively around the other stallion’s waist. “It still feels weird, though.”

“Why’s that?”

“I’m...well, I’m a stallion. An athlete.” Blitz’s lip curled. “I’m not supposed to be beautiful. I’m supposed to be cool. Fast. Strong.”

“But you are.” Dusk poked Blitz’s belly button, and chuckled when Blitz flushed in response. “You’re one of the fastest ponies I know—the Wonderbolts want you for a reason. And I don’t know about, say, Applejack, but you could definitely beat me in an arm wrestle.”

A smile played across Blitz’s face. “You bet your ass I could.”

“There’s no reason you can’t do all that and be beautiful, too,” Dusk said gently. His left hand trailed down Blitz’s spine, sending tingles down the pegasus’ back. Blitz shivered, and moved his own left hand to cover his crotch. “I don’t need to put you down, or call you a mare or anything—though I know that can be some ponies’ kinks—but I do know that when you’re dressed up like this, you look beautiful. I know I couldn’t pull it off—but you? You look stunning.”

Blitz opened his mouth to reply—and then paused, freezing. Dusk’s right hand had finished rubbing his thigh, and had settled on top of Blitz’s left leg—just over his crotch.

Blitz blushed. “Uh,” he said, clearing his throat. “Thanks. It’s still kinda weird to me that I...y’know, even like this stuff at all, right? But hearing that really makes me feel good.”

Dusk smiled at him. Blitz grinned back.

“Good,” Dusk said. He gave Blitz’s hand a squeeze. “Because I really do mean it.”

Blitz nodded, somewhat unsteadily. His eyes flickered down to his crotch—and Dusk’s hand. Dusk bit his lip, but didn’t take it away.

“Is it,” Dusk began, licking his lips. “I mean, is this...okay?”

It took him a second to realize that Blitz’s shoulders were shaking—with laughter. “Fuck,” Blitz muttered, chuckling. “As if AJ hasn’t gone five times further than that in half the time. Yeah, that’s okay.”

He met Dusk’s eyes. “Do you want to… Uh.”

“Sure,” Dusk said. “If you’re willing.”

Blitz nodded, then slowly drew his hand away. This left enough space for Dusk’s hand to fall comfortably onto the small tent in his skirt. The instant he felt Dusk’s palm make contact with his crotch, Blitz shivered in anticipation.

Dusk didn’t realize why he was shivering, at first. “Are you sure?” he asked. “I can stop.”

“No!” Blitz said. “I mean...no. It feels good.”

Dusk quirked an eyebrow, but then tightened his grip around Blitz’s waist and let the full weight of his hand weigh on Blitz’s groin. Blitz grunted softly, his crotch tightening as Dusk cupped it in his palm, softly massaging it and pressing down a little bit harder.

Dusk grinned toothily at Blitz when he felt the hard bulge against the insides of his knuckles. “Seems like someone’s a bit excited, huh?”

“As if I’m the only one.” Blitz smirked down at the bulge in Dusk’s jeans. It wasn’t the most noticeable thing—it wasn’t anywhere near Applejack’s length, or girth for that matter—but it was just barely evident snaking down the inside of Dusk’s thigh. Dusk grinned awkwardly, then nodded.

“You got me,” he said, then went back to petting Blitz’s crotch.

After a few seconds of this, Dusk pulled his hand back—though not away. Instead, he slowly traced his finger down the inside of Blitz’s thigh. Blitz’s breathing got a little shorter, his body crying out for more stimulation. Why did you stop? some part of him wanted to whimper.

He got his answer when Dusk’s fingers poked up under the hem of his skirt, lingering there. At Dusk’s quizzical look, Blitz nodded. He didn’t want this to stop now. Despite the calm, muffled quiet of the bedroom, he felt like he was on a rollercoaster, and had absolutely no desire to get off.

Slowly, Dusk pushed up the hem of Blitz’s skirt, revealing inch after inch of smooth, legging-covered flesh. After a few inches, he’d uncovered the top of the leggings—and the small, folded silk of Blitz’s striped panties came into view. Blitz swallowed at the sight of his crotch, his erection throbbing happily at the new attention. There wasn’t much to see, but with his crotch bared, the small tent his panties made around his meat and potatoes was more than obvious.

As Dusk made his way to cup his hand around Blitz’s tent, Blitz suddenly said, “I know it’s not that big.” His voice crept up an octave toward the end, and he squeezed his eyes shut at the end. His grip on Dusk’s waist loosened, as though he were getting ready to flee.

Dusk’s eyes widened. Then he realized: Applejack. Of course. To the farmpony, role-playing with Blitz and calling him “the mare” couldn’t have made Blitz feel all that good. Admittedly, most ponies would be fine with that—but given Blitz’s obvious insecurity about his...well, size, even a playful insult about Blitz’s size might have sent the poor stallion spiralling downward. Blitz was proud enough that he might not even have told Applejack how their little “playing” was making him feel.

Dusk steeled himself. He had to play this with as much tact as possible. “What do you mean?” he asked. His hand hovered a bit over Blitz’s crotch, but didn’t quite make contact.

“I mean—fuck,” Blitz said, his eyes darting down. “Just—don’t feel too disappointed, okay?”

“Disappointed about what?” Dusk did his best to look confused, and supplied Blitz with an awkward-looking grin. “All I’m disappointed about is not getting to touch you yet.”

“Look, I know I have a fucking small dick, okay?” Blitz squeezed his eyes shut and gritted his teeth. “I’m trying to apologize here!”

Dusk swallowed, and let his palm fall onto Blitz’s thigh. “Blitz,” he said softly. “I don’t care how big you think you are—or aren’t. I haven’t even seen anything yet.”

“So? I’m nowhere near as big as—well, Applejack!”

“And how big is Applejack?” Dusk asked. “Hm?”

Blitz thought about it for a moment. Then he lifted his hand to an area about halfway between his belly-button and neck, palm parallel to the ground. Dusk’s eyebrows crept up way up to his forehead.

“Well,” he choked out, “I don’t think you should really take Applejack as representative of what a stallionhood should be.” He grinned at Blitz, and pushed a strand of his mane out of his hair. “Really. That’s—well, that’s a lot bigger than most stallions could reasonably hope for.”

“Well...maybe.” Blitz still looked skeptical. “Yeah. And?”

“And,” Dusk said, “I think that you’re underselling yourself here.” He sighed. “If I took my clothes off, too, would that make you feel better?”

“...I guess,” Blitz said. Dusk grinned, removed his hand, and got to work.

By the time Dusk was done worming his way out of his jeans—and kicking them off onto the floor at the end—his own bulge was free for both to see. The tent his erection made in the cotton-white fabric of his briefs was a bit more noticeable than Blitz’s, and his balls rounded out the bottom of his underwear nicely, the material hugging and cupping around his obviously hard stallionhood. But there was no massive, hidden member—no bulge the size of his head. Blitz swallowed, and took a long, slow inhale as Dusk curled an arm around his back and slowly stroked Blitz’s waist.

“See?” Dusk said, stroking himself softly. He met Blitz’s eyes, then glanced down at his crotch. Carefully, he peeled back the waistband of his briefs to let his erection poke up against his groin. Blitz’s eyes widened. Dusk was around six inches hard, maybe a little bit more on a good day, and his balls, while not enormous, were reasonably plump.

Blitz gave a rather forced-sounding chuckle. “Heh,” he said. “I guess you’re right.”

Dusk almost sighed, but kept it from escaping. Of course Blitz had felt so down on himself. Chances were good that Applejack’s member was the first he’d ever seen other than his own—and given the circles Blitz tended to socialize in, and his obvious prior unwillingness to appear gay, it was doubtful he’d done any sort of investigation into the average stallion penis size.

Dusk let the waistband slap back against his shaft and moved his hand over Blitz’s crotch again. “May I?” he asked, gesturing toward Blitz’s panties. Blitz flushed, but nodded.

Pulling back the panty string revealed Blitz’s own boner—smaller than Dusk’s, to be sure, but certainly not the nub that Blitz seemed to think it was. Four inches, Dusk estimated. Had the two been pressing together, Blitz’s slit would have just been a bit below the start of Dusk’s flared head.

Softly letting the panty string fall back in place, Dusk caressed Blitz’s side as he pulled him in a little closer. “See?” he asked. “Nothing to worry about.”

“I guess,” Blitz said. He still sounded doubtful, but somewhat less so.

“And besides,” Dusk said. He curled his left arm around Blitz’s shoulders and nudged the smaller stallion’s face slightly toward him. Meanwhile, his right hand went to work softly stroking the velvety-soft material covering Blitz’s bulge. Dusk smiled into Blitz’s eyes. “It’s not the size that matters—you’re sexy besides that. Or did you forget how beautiful you are?”

Blitz blushed. It was one of the cutest things that Dusk had ever seen. It was hard to believe that this was the same brash, outspoken athlete that he’d known so long—but it seemed that more than one veil was being brought down today. He didn’t doubt that Blitz would still be the same arrogant flier once he was back outside—but for now, in here...he kind of liked this new Rainbow Blitz.

“I didn’t,” Blitz said. “I don’t really see it, though.”

“Then just take my word for it.” Dusk leaned in a little bit closer, leaning his forehead against Blitz’s. His bangs fell against the side of Blitz’s face. His hand kept working, alternately stroking Blitz’s bulge and cupping it as he stimulated his erection. Blitz whimpered cutely, and Dusk felt a spot of moisture stain the fabric against his hand.

“You’re beautiful,” Dusk murmured, rubbing Blitz’s back softly. It felt like the beginnings of a chant, a mantra, and so he took it up like a banner, holding it up with pride. “You’re beautiful, you’re beautiful, you’re beautiful. I want to be with you. I want to touch you. I want to—”

He found himself cut off as Blitz, taking the initiative, closed the barely inch-long gap between their mouths—and kissed him.

Dusk let the kiss subsume him, savoring the feel of Blitz’s lips against his. He prodded his tongue into Blitz’s mouth, and inwardly smiled as Blitz’s tongue only pressed even harder against his own. Meanwhile, his hand kept working at Blitz’s erection, stroking it, squeezing it, teasing it. He could feel it growing harder and harder, Blitz’s hips tensing against his forearm as the kiss deepened even further—

Blitz moaned into their kiss as he came, his hips jerking slightly with the light force of orgasm. Dusk savored the warm, sticky moistness spreading against his palm, the sense of heat, of pressure, of afterglow that he imagined filling Blitz’s body as one, two, three thick ropes of cum splattered against the inside of the smaller stallion’s panties. His eyes widened as Blitz pushed even further into the kiss, his tongue worming his way against Dusk’s as his orgasm tapered off.

And then...they slowly moved apart. Blitz was breathing heavily, his forehead glimmering with a thin sheen of sweat. Dusk took a breath, then reached up and wiped it clean with his cum-free hand. He gave Blitz’s crotch another squeeze with his other.

“Well,” Dusk said, exhaling. He grinned. “Looks like you enjoyed that.”

This time, Blitz’s cheeks didn’t flush quite so red. “Yeah,” he said. “I, uh, definitely did.” There was still a noticeable pinkish tinge there, though, when he glanced down at Dusk’s lap and said, “Though it looks like I’m not the only one.”

Dusk glanced down at his crotch and nearly groaned. His hips shifted to one side, his throbbing member straining to rub against his briefs, a warm body—anything. He eyed Blitz and felt his heart soar when he realized that the other stallion was actually smirking at him.

“Yeah,” he said, chuckling. “I definitely did.” Rubbing his complaining boner, he gave Blitz a returning grin. “Though I should probably confess that this little guy has been here ever since I walked in.”

Blitz scoffed. “Hair-trigger much?”

“Hey,” Dusk said. “I can’t help it that you’re so sexy.”

Blitz leaned his head against Dusk’s shoulder. “Say that again,” he said softly.

With a flash of his horn, Dusk teleported the caked cum off of his hand and into the bathroom sink. “Okay,” he said, rubbing Blitz’s belly as his other hand slid up and down his side. “Sexy.”

Blitz shuddered happily beneath his grasp. Dusk savored the feeling of Blitz lying against him, loved feeling Blitz’s warm body against his.

After a moment, Blitz’s eyes traced down Dusk’s torso and down toward his crotch again. He watched, almost mesmerized, as the poor alicorn’s erection twitched and throbbed. “Hey,” he said shyly. “You helped get me off. Why don’t I return the favor?”

Dusk’s eyebrows went up. “Oh, sure,” he said. “Thanks!”

“Naw,” Blitz said. “It’s only fair.” He gave Dusk’s hand a squeeze, then pulled away.

Dusk sat back on the bed, his feet kicking against the mattress, as Blitz stood up and turned back around to face him. With his mane covering one of his eyes, and his padded chest bouncing softly in time with his motions, the pegasus got down on his knees and placed both his hands on Dusk’s thighs.

Dusk groaned softly as Blitz’s fingers pushed up his naked legs, teasing him and pushing his arousal even further. Truth be told, he was grateful that Blitz had suggested this—he’d been about to try and sum up the courage to just ask as much, but this was much better. And besides…

He shivered as the ridge of Blitz’s thumb brushed against the underside of his nutsack. He liked Blitz taking control like this.

Grabbing onto Dusk’s waistband—not entirely delicately; this was still Rainbow Blitz that Dusk was dealing with, after all—Blitz teased it down his thighs until his underwear was just above his knees. Dusk’s straining member all but leapt free, throbbing happily at the freedom from its fabric prison, and at the promise of more attention to come.

Dusk blushed a bit. “What’d I tell you?” he said, as Blitz gave him an amused look. “You just get me...excited, is all.”

“Y’know,” Blitz said casually. “I’m not the only one who’s cute when he blushes.”

As Dusk struggled to process that, Blitz leaned forward, eyeing Dusk’s erection with a strange kind of fascination. He curled his thumb and forefinger around the base. Then he slowly leaned forward, his mouth opening just slightly.

When Blitz’s lips first closed around Dusk’s head, the alicorn shivered, a tingle jolting up his spine. At first, Blitz seemed more confused than confident in his new treat; he tilted his head slightly, angling Dusk’s head toward the soft flesh of his cheek as his tongue gently lapped at the side.

Dusk’s eyes fluttered closed, his breath growing ragged for a second. “Mmff,” he mumbled. He pushed both of his hands into the mattress and leaned back, his palms sinking into the bed. “Oof.”

Blitz closed his lips around Dusk’s tip, paused, then slowly pulled his head back. The sound of his slurping lips set Dusk’s nerve endings alight, and as Blitz’s mouth popped off of his member, Dusk’s shaft lurched, shooting a stream of precum up into the air.

Dusk’s eyes shot open in response. When he realized that he’d splattered Blitz’s face and cheeks with his pre, he flushed a deep, scarlet red. “Sorry!” he blurted. “It’s...uh, it’s just been a while.”

“How long, exactly?” Blitz asked.

Dusk blushed cutely. “Uh. At least a week or so. I haven’t really had the time.”

Blitz licked a bead of precum off of his upper lip. Swishing it around in his mouth for a second, he savored the taste, then swallowed. It wasn’t like Applejack’s pre—an overpowering, musky substance as thick as a normal stallion’s spunk. No, Dusk’s felt...smoother. Sweeter. It wasn’t as hot, but it was somehow...warmer.

“Mm,” Blitz said. He smacked his lips, then grinned up at Dusk. “Salty.”

The two stared at each other for a second. Then, both burst out into muffled laughter.

“I have to say,” Dusk said, running a hand through his hair. “When I woke up this morning, I didn’t really imagine ending the day by covering your face with precum.”

Blitz scoffed. “You think you’re feelin’ weird about this?” An evil smirk crossed his face. “Let’s see if we can make it weirder.”

Dusk’s muscles clenched tight as Blitz curled his fingers around the base of his shaft. Then, his grip still on Dusk’s member, Blitz happily slurped up his head once more.

Dusk’s thighs tensed, his organ stiffening even further as Blitz teased his tongue across his tip. Down Blitz want, swallowing another inch of Dusk’s shaft, and licking playfully at the vein bulging across his length. Dusk’s control nearly failed him right then and there. The sensation of Blitz’s tongue swishing across the underside of his member was overpowering. He could feel more and more of his pre dripping out, filling Blitz’s cheeks. He couldn’t help it—he was leaking like a leaky faucet, and everything Blitz did to him just turned him on even further.

His padded breasts squishing against Dusk’s kneecaps, Blitz worked his fingers up and down Dusk’s shaft as he took another half-inch of length into his mouth. As Blitz pulled his head fully back for the second time, the seal of his lips around Dusk’s dick created a pressure that was simply too much for Dusk to bear. He grunted, his hips jerking slightly as a healthy glob of pre splattered against the back of Blitz’s throat.

Blitz came out of it coughing slightly. He took a moment to reorient himself, then smirked up at Dusk. “Somepony’s enjoying this,” he said, leering.

“You’re really good at this,” Dusk said, his cheeks slightly red.

“I’ve had a lot of practice,” Blitz boasted. “Applejack’s helped me there.” He raised his eyebrows, gave Dusk’s member another squeeze—which elicited another gasp and a spurt of pre—and swallowed Dusk’s shaft all over again.

This time, it seemed, playtime was over. Dusk’s whole body went erect as he felt Blitz’s lips kissing his crotch, the other stallion’s soft mouth caressing the base of his shaft as his tongue and throat teased the rest of his length. Involuntarily, he grabbed a good chunk of Blitz’s hair with one hand, settling his other hand on Blitz’s naked shoulder as the pegasus’s head bobbed up and down on his shaft.

His own head tilted back, Dusk smoothed his fingers through Blitz’s soft, conditioned hair. He watched that cute pink bow bobbing up and down, slipped his fingers down the back of Blitz’s tight top and rubbed his fingers in little shoulders between Blitz’s shoulderblades. Blitz glanced up at the contact, meeting Dusk’s eyes. Dusk would almost swear that he could see the pegasus smirking as Blitz went down on him, gulping down his shaft repeatedly as his tongue swished across his swelling member.

Panting, and still caressing the back of Blitz’s head, Dusk felt himself ascending to cloud nine as the velvety softness of Blitz’s lips smothered his member. A pressure was building at the base of his shaft, his balls filling up with seed as they prepared to spill their load—

“Stop,” Dusk gasped.

Chapter 3: I Feel Pretty

Blitz froze in place, half of Dusk’s shaft still poking past his lips. He pulled his head back—though not slowly enough, sending a massive shudder through Dusk’s body as he struggled to keep from erupting right then and there. Blitz’s lips came off of Dusk’s member with a wet pop, and he licked his lips, removing a long thread of mixed saliva and pre still attached to Dusk’s slit.

“What’s up?” Blitz asked, blinking up at him. He raised an eyebrow, grinned. “I could tell you were just about to get to the good part.”

The good part—at least Blitz seemed to be getting more comfortable with this now. He had to be, if he were slipping back into his haughtier attitude. That was good. It was even hotter, Dusk realized, to be teased like that by a stallion still wearing the most feminine clothes money could buy.

Dusk coughed, resisting the urge to take his dick in hand and finish the job himself. “We—I was,” he said, sheepishly. “I just didn’t want to finish off like that.”

Blitz’s eyebrow went even higher. “Oh? How come?”

“Well.” Dusk scratched the back of his head. “I was actually wondering if we could...uh… Well, you know.”

It was only when Dusk’s eyes darted down to Blitz’s toned flank that Blitz realized what he was implying. He gave a sharp bark of laughter in reply.

“You wanna put it up my ass, is that it?”

“That’s one way of putting it,” Dusk said. “Blunt, but...mostly accurate.”

“Mmhm.” Blitz took hold of Dusk’s thighs and squeezed, leaning in closer and closer to the alicorn’s stomach until his chin was almost touching Dusk’s still aching member. Blitz’s eyes were half-lidded, his expression sultry. “So that’s how it is, huh? The big stallion wants to fuck the pretty cheerleader?”

Dusk nearly choked. Blitz burst out laughing, rocking back on his knees. He sobered up quickly, though.

“Gods,” Blitz said, appearing to hear his own words for the first time. “This is still so...weird.”

“And gay?” Dusk supplied helpfully.

“Incredibly gay,” Blitz agreed. He sighed, then gave Dusk’s thigh another squeeze. The bridges of his knuckles teased the side of Dusk’s swollen ballsack, forcing another gasp up his throat.

His cheeks a bit red, Blitz glanced back up at Dusk and nodded. “But...well, I would be interested. I guess. Blowjob wasn’t good enough?”

“No, no!” Dusk said. “It was fantastic! It’s just…” He blushed along with Blitz. “It’s just that this way is more...intimate, you know?”

Blitz snorted. “Intimate. You big sap. Still…it does sound kind of nice, though.”

He grunted, hefting himself to his feet. With one hand on his hip, and his hips tilted to one side, he glanced down at Dusk. “So,” he said. “Uh. How did you want to do this?”

“Well,” Dusk said. “Have you...erm, done it before?”

Blitz’s ears tinged red. Evidently, he wasn’t quite as comfortable with the whole situation as he would have liked to portray. “Yeah,” he admitted, fidgeting slightly. His hips swayed slightly, sending his skirt fluttering back down over his erection and swirling around his legs. “Applejack, uh...was pretty persuasive about it.”

“And you were okay with it?”

“Somehow.” Blitz snorted. “At first, I wasn’t really sure, but…” He bit his lip, glanced down at his toes. “It was the weirdest feeling. It hurt, a lot—but it also felt really good, y’know? Like I was...full, or something.”

“That’s what I’ve heard,” Dusk said. He grinned sheepishly. “I haven’t had the chance to try it with anypony else before.”

“Oh, good,” Blitz said. “So I’m your first, too?”

“For this, at least,” Dusk said. “Admittedly, given Applejack’s...size, this would be a bit less intense. But,” he added, coughing, “hopefully no less fun.”

“Fun?” Blitz’s eyebrow went up. “Careful; you might get Bubble Berry in here.”

As Dusk snickered, Blitz hugged his arms around his waist—his upper arms pushing his padded bust out a bit further—and sat back down on the bed. “So,” he said, still a bit red. “How did you want to do this?”

“Oh!” Dusk said. He was still absentmindedly stroking himself, his fingers rubbing across the head of his shaft as it mindlessly dribbled pre off the edge of the mattress. “Well, we can do it in multiple ways. There are a number of positions available for both penetrator and recipient—”

“Dusk,” Blitz said, cutting him off. He grinned, praying that the blush on his face wasn’t too apparent. “You’re making this too complicated.”

“Oh. Right,” Dusk said. “Um. Well… Since we haven’t done this kind of thing before, I was wondering if you might like to be on top?”

“On top? Me?” Blitz blinked. “That’s a thing?”

“Oh, yes,” Dusk said. “With you directly over my—well.” Now they were both blushing brightly. “Cowgirl position.”

“Cowgirl, huh?” Blitz glanced down at his skirts, his figure-hugging top, his fitted leggings. His gaze drifted up past his bangs, where he knew a bright pink bow would be waiting, and he made up his mind. “I guess it could be fun.”

“Great!” Dusk pushed himself back from the edge of the mattress, his legs sliding up over the covers. His erection slapped against his waist, leaving a splatter of salty pre across the bottom of his stomach. He positioned himself with his back against the headboard, a pair of pillows nestled comfortably behind the small of his back. A flicker of magic tugged his shirt up and over his head, revealing a lean, not-quite-toned physique born more from nights of meal-less studying than any real workout regimen. Still, he was definitely cute.

Once he’d gotten himself situated, Dusk cupped one hand around his plump balls and raised the other to gesture Blitz over. “C’mon, cutie,” he said, winking. “Let’s get you over here.”

“Cutie?” Blitz snorted. “Gods, you really are sappy.” But he hiked himself up onto the bed nonetheless, sending his skirt swishing across the backs of his thighs.

Dusk watched expectantly, his eyes big as Blitz’s erection bobbed beneath the hem of his skirt. He grunted, adjusting to the weight as Blitz sat right down on his thighs. The head of Blitz’s shaft, straining against the fabric of his panties, prodded right against his own. The two stallionhoods rubbed up against one another, intensifying Dusk’s arousal. Blitz squirmed as a drop of Dusk’s musky pre dripped down the edge of his flare, staining his panties.

“Y’know,” Dusk said. He laid a hand on either one of Blitz’s thighs and gave them a squeeze before softly rubbing his palms up and beneath the edge of his skirt. “I guess after tonight, I won’t be a virgin anymore.”

“Guess not,” Blitz said. He smirked, shifting his hips across Dusk’s thighs and teasing his crotch. “I always knew I’d lose mine before you.”

“And what’s that supposed to mean?” Dusk asked dryly.

“Nothing,” Blitz said, still grinning. “Though I don’t think I expected how I’d lose it.”

Dusk chuckled. “I guess not.” He reached around Blitz’s thighs, the skirt rippling and folding over his knuckles, and gave the other stallion’s ass a squeeze.

“So, uh,” Blitz said, glancing down at Dusk’s boner. “We doing this?”

“Oh! Yes,” Dusk said. “Whenever you’re ready, of course.”

“Welp,” Blitz said. He slid a hand down his back, pausing when it brushed against Dusk’s. He paused, then smirked softly, pushing Dusk’s hand more firmly against his ass. “Here goes nothing, then.”

With a soft grunt, Blitz pushed himself into the air. He kept one hand on either side of Dusk’s torso, steadying himself against the mattress as he raised his rear forward and over Dusk’s crotch. Dusk groaned softly, his wings stiffening and ruffling beneath him as Blitz slowly lowered himself down.

Dusk kept massaging Blitz’s rump, squeezing the pegasus’ ample ass and fidgeting with mounting arousal all the while. Blitz actually moaned a bit as he felt Dusk’s well-lubricated flare brushing against the silk of his panties, the throbbing, fully-hard organ more than happy to start trying to push its way through.

“This,” Blitz mumbled, his ass flexing in Dusk’s hands, “is incredibly fucking gay.” His left hand lifted up, hovered over his crotch, and pulled his panties over to one side. His erection sprang free, his ass flexing in Dusk’s grip as his puckered asshole came into contact with the other stallion’s flare for the first time.

And he lowered himself down all the way—first an inch, and then down, his hips easing against Dusk’s.

Blitz’s lips parted, a wordless cry escaping them, as Dusk pushed inside him for the first time. Applejack had always shoved himself inside, his massive, fat erection spreading Blitz’s ass impossibly wide around itself—but Dusk’s was different. It was slow, teasing, almost tender. Blitz’s asscheeks flexed again, squeezing around the stallionhood between them. He shifted his hips a little, his skirt swishing over Dusk’s thighs.

“Ooh,” Dusk groaned. He kept massaging Blitz’s Cutie Marks, almost as if he were unable to take his hands away from the other stallion. “Blitz, you feel so good.”

Blitz felt his eyes fluttering shut, an instinctual reaction as he felt Dusk fill him. He slid his hands over Dusk’s sides, then let them rest on his stomach. Shifting his hips again, he felt Dusk slide against his slick insides, his pre oozing down his clenching walls.

It felt good. A part of him missed the fullness that Applejack had made him feel—the thick, overpowering fullness—but in a way, he almost preferred this. The stallion inside of him, he guessed, probably made a difference.

Blitz grinned down at Dusk, part of his rainbow bangs falling over his right eye. “How’s that feel, huh?” he asked, savoring the feeling of Dusk’s organ pushing inside of him. “You like getting your dick inside of a pretty stallion?”

“You have no idea,” Dusk groaned. He took a deep breath, evidently restraining himself. “Gosh, Blitz. You’re not tight—but I never knew you could be so soft.”

“Soft?” Blitz quirked an eyebrow. “What’s that supposed to mean?”

“Oh, just—f-fuck.” Dusk’s eyelids fluttered briefly, his whole body shuddering as Blitz began to rock his hips back and forth. Another generous spurt of precum splattered against Blitz’s insides, warming them up and slipping down the sides. “It’s just—you’re so lean. Muscular. Angular.” He pulled his right hand from Blitz’s butt and slowly pushed it up beneath his top. He slid it across Blitz’s toned stomach, then stopped when his fingers brushed against Blitz’s nipple. “But feeling you like this—being inside of you—it’s a whole new feeling.”

Blitz grunted as he felt Dusk seize up inside of him. “It’s a new feeling, alright,” he said. His own hands slid up to Dusk’s chest, and he squeezed his fingers around the other stallion’s pectoral muscles. Another glob of Dusk’s pre spurted inside of him, and he gritted his teeth. “Man, dude. You’re really leaky.”

“Oh, geeze. I guess I kind of am. But this just feels so go-o-o-ooh.”

Blitz smirked. His padded bra bounced against his chest as he upped the pace a bit. His own erection slapped against his thighs, his legs sliding against Dusk’s as he rhythmically pumped his hips forward, backward, and from side to side. Dusk was all but helpless beneath him, moaning softly as Blitz rode him harder and harder.

The sound of smacking flesh and the musky scent of sex filled the room, the two stallions grunting together. Blitz felt a drop of sweat beading on his forehead as he pumped Dusk’s shaft in and out of himself, his ass slapping meatily against Dusk’s thighs with every thrust. Dusk just kept squirming, groaning as his pleasure mounted.

Blitz was used to shorter sex—not because Applejack was a hairtrigger, but because, to the big country pony, the best part of sex was pumping his partner full of his hot, thick cum. Once or twice, Blitz might even have agreed with him.

But here, now, he could have clung to this moment forever. Every pump of his hips over Dusk’s, every moment when Dusk slid inside or out of him—he savored that, treasured it. He felt good. He felt warm. He felt complete.

“Gods, Rainbow.” Dusk moaned as Blitz clenched his ring around his shaft, a generous spurt of pre spattering against Blitz’s insides. Dusk grinned dreamily, drowsily up at Blitz, his hands still roving across the other stallion’s hips and thighs. “You’re so beautiful like this. So—mmff—hot. Oh, gods, Blitz, you feel so good.”

“I’d better,” Blitz said, trying to sound more in-control than he felt. All he wanted right now was to break down, to melt into Dusk’s lap, to let himself flow around the stallion inside of him like a cloud—but instead he gritted his teeth, smirking down at Dusk. “I’ve worked years on that flank.”

Dusk hiccuped, twisting as Blitz’s rump eased over his thighs. “Ooh, yes,” he groaned, bottoming out inside of him again. “So sleek—so toned—so beautiful.”

Blitz’s cheeks burned. “You keep saying that,” he murmured, slowing his pace a bit. Dusk’s organ twitched inside him, rubbing against his inner walls as he clenched around it again and again.

“It’s—ungh—because it’s true.” Dusk panted for a moment, his forehead covered in a thin sheen of sweat. Then he grinned up at Blitz, his tongue lolling slightly out of his mouth. “You’re beautiful, Blitz. You’re the most beautiful stallion I’ve ever seen—you’re pretty, stunning, sexy. More so than any mare.” His hands roamed across Blitz’s waist, exploring every patch of skin they could find. “I mean it, Rainbow. You’re so beautiful—all I want to do is look at you, touch you, feel you. Rainbow, I—I love you, Rainbow.”

Blitz’s eyes widened. But before he could even open his mouth, he felt Dusk flare inside of him.

“I—I’m cumming, Rainbow!” Dusk’s head jerked back, his hips thrusting upward against the bottom of Blitz’s thighs. Blitz’s eyes widened, his hands tensing against Dusk’s chest as he felt the other stallion’s balls swell up beneath him.

Dusk’s horn glimmered a bright, vibrant violet. Dusk’s shaft bottomed out inside of him, their hips meeting with a meaty smack. And then, Dusk’s release took hold.

Dusk snorted, his hips bucking as his orgasm burst inside of Blitz. Blitz let out a groan as he felt the first hot, sticky ropes of Dusk’s orgasm splattering against his warm insides. The first shot alone was bigger than most of his entire orgasms—though, he realized, squinting at Dusk’s shimmering horn, that might not be entirely due to being pent-up.

Dusk’s horn was shooting off sparks, a bright aura flaring up around it. With every pump of his hips, every shot of his hot, thick load, his magic flared up even stronger—and so did his orgasm. Blitz groaned. Each shot of Dusk’s seed was actually getting thicker, fuller, heavier. He could already feel his ass getting filled up by more than a cupful of the other stallion’s load, and each shot was only delivering more and more inside of him.

Dusk moaned beneath Blitz’s weight, his hips shifting against the smaller stallion’s ass. His cock bulged up impossibly wide inside of him—his horn flared up to a bright, nearly blinding white—and a torrent of jizz erupted inside of Blitz’s gut. Blitz’s eyes opened wide, and he nearly choked as he felt Dusk’s seventh shot—seventh!—give way to a roaring, unending flood of more and more cum.

He grunted, a hand going to his middle. Oh, gods. He felt so full—there was just so much. Dusk’s bulging medial ring created a tight, firm seal between his ass and the outside, making sure not a single drop of Dusk’s spunk escaped. He’d only felt like this with Applejack—but Dusk’s orgasm seemed to be even stronger.

His belly was actually starting to round out now, a taut, bulging ball full of cum that was still growing bigger. Blitz’s eyelashes fluttered, his boner stiffening past any reasonable hardness as he felt the skin beneath his hand grow tighter and rounder. He could feel—almost hear—what had to be over a gallon of jizz sloshing around in his belly, hot, warm, and sticky.

There was so much. How could there be this much? He’d seen Dusk’s balls. They weren’t anywhere near big enough to—

Blitz’s eyes bulged as Dusk’s flare swelled impossibly wide inside of him—and then burst, letting out one final flood of spunk to fill him up. By the time it’d finished, he was groaning, twisting, his belly feeling impossibly tight as it spilled out over his and Dusk’s lap. He was impossibly full of cum. He felt big and round and full and hot—and it felt so, incredibly, good.

Dusk was panting as he came off of his peak. He groaned, pulling his hands across Blitz’s thighs as he re-entered lucidity. His eyes fluttered open.

The first thing he noticed was Blitz’s new cum-belly. “Oh, crap!” Dusk blurted. He glanced up at his horn and gasped: it was still flickering a bright, shimmering purple. He extinguished it in an instant, a single spark flying from the tip as it went dark. “Oh, crap. Blitz, I’m sorry—I didn’t mean—I wasn’t thinking—”

“Holy shit,” Blitz said. He knew he sounded woozy. Hell, he felt woozy. He patted his stomach, swaying a bit as the two gallons of jizz that Dusk had pumped into him sloshed from side to side. “What the fuck was that?”

“It was—” Dusk blushed furiously. “A volume increasing spell. Something to intensify….ah, pleasure. I usually use it when I’m alone. I just didn’t think. It was pure reflex—oh, geeze, Blitz, I should’ve at least asked.”

Blitz didn’t quite register his words at first. Instead, he was too focused on the new expansion of his body. He poked a finger into his big cum-gut, then blinked as it sank in by a good inch. When he pulled it back, his taut coat snapped it right back into place. “I, uh,” he said, “guess I don’t mind. I’m just...wow. Uh. Wow.”

He glanced up at Dusk, staring. “And you do that for every orgasm?”

Dusk didn’t quite meet his eyes. He grinned sheepishly, his cheeks a bright red. Scratching the back of his neck, he said, “Most. Not all. Not every single one needs to have that kind of high. But—yeah, most of the time. It just feels so much better.”

“I’ll bet.” Blitz patted his big, round cum-gut again. Applejack had never filled him quite this full before—but Applejack wouldn’t have thought to ask (or at least feel sorry about not doing so). He just wouldn’t have thought of it. But now, looking down at Dusk’s face—gods, he really was cute when he blushed like that—and feeling the weight of his massive, sloshing belly in his lap...it was really something else. He felt something new, something strange flickering inside himself, and latched onto it.

“What you said,” he blurted. “Before you came. About…” He took hold of the hem of his skirt and twirled it around his finger, flushing. “I mean. You know. Did you mean it?”

“What?” Dusk raised an eyebrow. “About lo—” His eyes widened, and his mouth formed a small “o.” Then he blushed even more furiously than before.

“Oh,” he said quickly. “That. Um. Well...I don’t know. I’ve never done or felt anything like this before. And saying it made everything feel better, you know? It just felt right.”

“So you did mean it?”

Dusk swallowed visibly. “Maybe?” he said. His eyes flickered up to Blitz’s, and he forced a chuckle. “I mean, I couldn’t tell you for sure. This is all way too early.”

“Yeah,” Blitz said. He felt somewhat shaky. Now this wasn’t a position he’d ever thought he’d be in a week ago. But it was...nice. Comforting, to hear Dusk’s voice like that. “But...maybe, though.”

“Maybe,” Dusk echoed. He let out a long, peaceful breath, basking in his afterglow. Then he peeked one eye open and smiled up at Blitz.

“So,” Dusk said. “We still haven’t gotten to your turn yet.”

“My turn?”

“Well, you’re still hard, aren’t you?” Dusk smirked down at Blitz’s own erection. “Can’t leave that alone. I’ll bet Applejack doesn’t.”

“Well, no,” Blitz said. “It’s just that with him, I usually…” He averted his eyes, blushing slightly.

“You usually what?”

Blitz coughed. “Uh. Well, he’s just so big, that I—um—“

“Aha. Prostate orgasm. Yeah, I might’ve suspected that,” Dusk said. “So I’ll wager you’re about feeling ready to burst now.”

Blitz could only groan in reply. He’d been hard from nearly the first time Dusk had touched him—and the pressure of his soft, bloated belly pressing around his boner was just making his arousal even worse. “A little,” he grunted.

“So, like I said, it’s your turn now.” Dusk smiled pleasantly. “It’s only fair.”

Blitz blinked. “So...what? Are you gonna—uh, I mean, with your mouth?”

“We could,” Dusk said. “I was thinking of something a little more fun, though.”

His eyes darted toward Blitz’s erection, then down to his own naked thigh. It took Blitz a moment to realize that Dusk was actually glancing past his hips—and to his rear instead.

“I—you—wait,” Blitz said. He held up a hand. “I’m kinda flattered, I guess, but I don’t think that’d work out.”

“Why not?” Dusk asked. He scrunched up his muzzle, frowning. “I’ve actually practiced with a number of toys—I’ve not taken the size that you have, but I consider myself more than prepared for any regular-scale intercourse.”

“Regular-scale—sure, whatever,” Blitz said. “But I don’t mean you. I mean me.”

This time, it was Dusk who took a moment to register the other stallion’s words. When he got it, though, his eyebrows creased, a sad look crossing his face. “Oh, Rainbow. You can’t mean that.”

“Look, I know how good it feels,” Blitz said. He slapped both his hands on his cum-filled gut and jiggled it around a bit. “Especially this, right? Feeling full like that, feeling stretched—but that’s not me. That’s not something that I can do. I—“

“Blitz. Not one more word.”

Blitz froze, his mouth hanging half-open. Dusk let a beat pass, then spoke again.

“First off,” he said, not unkindly, “I won’t hear you denigrate yourself like that. Secondly, there are some things you’re missing.

“For example,” he went on. “Most unpracticed stallions can’t actually take that much in girth or length. The standard, ah, ‘normal use’ argument applies.” Dusk grinned, his cheeks flushing a bit. “And the first three or so inches are the only ones that matter in most cases—just because you’re a bit of a size queen doesn’t mean that the rest of us are.”

Blitz sputtered. “Size queen?” he finally said.

“And I’ll admit that I may be a tad, um, oversensitive in this area.” Dusk coughed, the blush in his cheeks rising even higher. He held out his hand, placed it on Blitz’s thigh. Blitz stared down at it as Dusk’s thumb made tiny circles across the bare, warm flesh of his inner thigh. “So don’t say ‘no’ before you’ve even tried it. I want to do this with you. And I want to help you feel good. So please, Blitz, won’t you help me do that?”

Blitz searched for a retort—but found that he was powerless against Dusk’s words. There was just something in the other stallion’s eyes, that sense of earnestness and tenderness, that made it impossible to turn away.

“Fine,” he finally said, meeting Dusk’s eyes. “If you want.”

Dusk silently cheered, pumping his fist in the air. Blitz just smirked. “And I’m only doing this because I still need to get off,” he added loudly.

“Sure, sure.” But Dusk was grinning like a little filly now. “Whatever you say, Rainbow.”

Rainbow. Blitz was starting to like that name. “So...now what?” Blitz asked. “Should I lie down like you were.”

“I’ve got a better idea, actually.” Dusk reached up and brushed a strand of Blitz’s mane beside his ear. Still blushing, he said, “I’ve always had a bit of a kink for doggy style, actually.”

“Oh. Sure.” Blitz stared. “Um. So how do we…”

“Hold your horses,” Dusk said, chuckling. He leaned forward, his hair tumbling over his shoulders. Before pushing Blitz off, he held him in place with both hands—and leaned forward to steal a kiss. Blitz kissed back, surprising himself with the amount of hunger he still felt for it in his chest, his tongue worming its way past Dusk’s lips. Dusk just took it happily, pulling back with a smile on his face.

As the seal between Blitz’s ass and Dusk’s shaft was broken, a small waterfall of jizz came pouring out of Blitz and onto the bed. Blitz choked a bit at the sight; Dusk just chuckled disbelievingly. Still, most of it stayed put in Blitz’s belly, which was too full now to give up any of its oversized meal

By the time Dusk had finished rearranging himself, he had his elbows and knees on the mattress, and his ass planted high in the air. Blitz was more than happy to ogle that ass—it wasn’t as muscled as Applejack’s, or as bubble-shaped as his own, but it was a wide, plump, sexy—was he allowed to use that word now?—ass all the same. Licking his lips and feeling another throb from his crotch, he grabbed Dusk’s hips and pushed forward.

His belly, still full of more than a gallon of spunk, squished against the small of Dusk’s back, resting comfortably against the top of his buttcheeks; while it proved somewhat difficult to maneuver around, it took only a little bit of effort for Blitz to line himself up with the other stallion’s rear. And besides, he noted with a shiver, it only made this even hotter.

“Okay,” Dusk said, his voice slightly muffled against the headboard. “Now, you’ve gotten yourself pretty well-lubricated by now, so that shouldn’t be a problem.” His voice trembled a bit, though it didn’t seem to be from nervousness. “Now you just need to push against my rear and—”

Dusk’s sentence cut off as Blitz prodded the head of his shaft against the other stallion’s ring. Dusk instantly froze, going completely stiff as the warm, puffy flare of Blitz’s cock poked against his entrance.

“Dusk?” Blitz asked. “You okay?”

“Fine,” Dusk mumbled. “Great. Just go ahead and—ooooooh.”

Blitz had already “gone ahead,” poking the first half-inch of his member inside of Dusk’s inviting hole. That, it seemed, was all it took to get Dusk to completely melt around him. Dusk’s torso went stiff even as his limbs’ strength waned, causing his whole body to wobble precariously as a result.

Blitz’s flare actually wound up slipping out of Dusk. “Hey,” he said, only half-joking. He steadied himself, pushing Dusk’s hips firmly back in place. “What’s the big idea?”

“Nothing,” Dusk groaned. “I warned you. I’m just extremely—oooh—sensitive.”

Blitz quirked an eyebrow as his full head entered Dusk’s rear, eliciting another high-pitched moan in response. He pulled out a little bit, and Dusk whimpered; he pumped his hips forward, and Dusk let out a girlish squeal of mixed pleasure and delight.

“Whoa, dude,” Blitz said. He was grinning from ear to ear. “You’re really liking this.”

Dusk glanced back and scowled cutely. “It’s not funny!” he snapped. “I just happen to have an over-the-top response to—oh my gosh yes Rainbow keep going.”

Blitz’s smile felt ready to burst off his face. He’d only shoved the first three-fourths of his tool inside of Dusk, but that alone had set the other stallion squirming. Squirming literally, that is—Dusk’s hips were actually waggling quite pathetically, his buttcheeks bouncing over the backs of his thighs as he tried to fit more of Blitz’s stallionhood inside of him.

“Ooh, f-fuck,” Dusk moaned, his cheeks flushing a bright red. His eyes were closed, his ass pushed high up against Blitz’s crotch. “Ooh, yes. Ooh, yes!”

Blitz startled as he felt something shove him forward—it was Dusk’s magic, flickering involuntarily around the alicorn’s horn and pushing him to bottom out inside of him. Dusk just squealed again, his ring clenching around Blitz’s girth, almost as if it was yearning to suck him in even further.

“You like that, huh?” Blitz asked. He’d loved what had come before, but for the first time that night, he was starting to feel like himself again. He gave Dusk’s buttcheek a healthy squeeze and the purple stallion yelped. “You like it when I fuck you?”

“Oh, yes, please keep fucking me. Keep—ooh, fuck.” Dusk groaned, sweat beading on his forehead as Blitz began to pump his hips back and forth. Their bodies rocked from side to side, the mattress shaking beneath them as the meaty thwacks of Blitz’s thighs and hips against Dusk’s ass filled the room. Dusk was grunting, moaning, sounding and looking impossibly cute as Blitz railed him again and again.

Blitz was more than enjoying himself—he was loving every second. A particularly firm jerk of his hips sent Dusk’s head wheeling back, the poor alicorn wailing in pleasure as Blitz bottomed out inside of him. He could feel Dusk’s walls clenching around him, welcoming him, drawing him in. It wasn’t tightness, exactly, but it was a sensation he’d never felt before—one that he hadn’t been allowed to feel before. Masturbation had nothing on this. He held to it fast, gripping it with every pore of his body, every thrust of his hips against Dusk’s filling his ears like music.

Soon enough, Dusk’s cute moans became too much. Each squeal of pleasure, each high-pitched wail as Blitz fucked him again and again—it was impossible to hold back any longer. Blitz gritted his teeth, his eyes fluttering shut as he felt himself go over the edge he’d been held over for so long.

The first slam of his hips against Dusk’s, the first shot of his hot, heavy spunk against Dusk’s inner walls, felt like heaven. The second, he only just managed to make out an odd, warm sort of feeling around his crotch. By the third, he caught Dusk’s horn flickering.

And by the fourth, all doubts were gone.

“Yes!” Dusk squealed. “Fill me up, Rainbow! Pump me full! Cum inside of me—yes, yes yes!”

Blitz felt himself being overcome by mindless, incredible pleasure as his balls filled up with impossible amounts of cum. He could feel them churning, swelling, sloshing as more and more seed built up inside. Dusk’s magic embraced him, stroking him, teasing him and intensifying his pleasure beyond anything he’d ever felt. His fourth load was the same size of all his other shots combined; the fifth was twice that, and the sixth even more so.

Blitz was powerless to do anything but moan, his eyes squeezed shut and his whole body shivering and jerking as he thrust wildly into Dusk again and again. His whole body felt like it was contracting with his stallionhood, lurching to the tempo of his orgasm. Dusk just kept crying out, squirming and groaning as more and more of Blitz’s jizz filled his belly. Before long, it was bowing down below him, stretching halfway down to his knees—and then it kept going, growing with impossible amounts of cum as Blitz just kept pumping more and more into him.

For all that he’d loved playing the mare, Blitz loved this too—this sense of incredible, overpowering virility. He’d been Dusk’s mare—and now Dusk was his, whimpering with pleasure as he was filled up with another stallion’s spunk. His belly, now incredibly heavy and full of Blitz’s magically enhanced seed, dangled below his chest, sloshing with at least a gallon of Blitz’s spunk.

When Blitz’s orgasm finally ran out, the two stallions collapsed to the bed with a grunt. Blitz was wheezing, his mind blank after the incredible pleasure he’d just endured. Dusk was panting, sweat dripping down his forehead as his every limb shook with the tremors of sex.

“Oh, geeze,” Blitz groaned. “Oh, wow.”

Dusk was breathing hard. “That was—your first time—being on top, right?” he panted. Blitz grunted assent. Dusk turned to him and smiled weakly, his cheeks rosy red and damp with sweat. “How was it?”

“Good,” Blitz said. He closed his eyes, squeezing the bridge of his nose as the afterglow spread throughout his body. “Nah, who am I kidding—it felt great.”

“I thought it might.” Dusk slid one hand over Blitz’s thigh and squeezed it. It wasn’t a hot, lust-driven touch this time; instead, it was warm, comforting, inviting. Dusk grinned sheepishly, turning his head into the pillow to look Blitz in the eyes. “You can see why I wanted to try it so much.”

“Dude.” Blitz snorted. “You were all but crying when I put it in.”

“I was not!” Dusk saw the look on Blitz’s face and blushed. “Okay, maybe I’m a little sensitive. But I told you that.”

“Not saying you didn’t.” Blitz slid his own hand up over Dusk’s hip, and pushed it gently against the other stallion’s side. He grinned knowingly as he prodded his fingers into Dusk’s own bloated, cum-filled gut. If he pushed it a little, he could feel—no, hear—his load sloshing around inside. “And I saw you give me that little help there. Don’t try and deny it. I’ve never cum that kind of fuckin’ ocean.”

Dusk’s blush only deepened. “Okay, yes,” he said. “I did try and make it a little more...intense for you. And myself,” he admitted. “I just...mmff. After seeing how good it made you feel, I just really wanted to try it for myself.”

“And did it work?”

“Hm?”

Blitz grinned. “Make you feel good.”

Dusk barked out a laugh. “Oh, it definitely did.” He hesitated, as if he were debating something. Then he slid his arm beneath Blitz and curled it around his shoulder.

Blitz blinked as Dusk pulled him close—almost protectively. The sex had been great—when was it not?—but this was...different. Closer. More intimate, and yet…

He wasn’t turned on at all, but he liked feeling Dusk’s coat against his. He liked feeling the weight of the other stallion’s hand on his shoulder, on his stomach, massaging him gently as they pulled even closer together.

“So, uh.” Blitz coughed. “That was fun.”

“It definitely was,” Dusk said, chuckling. He smiled at Blitz. “I never did thank you for coming in to cheer me up, did I?”

“Aw, geeze,” Blitz said. “It was nothing.”

“I mean it.” And Dusk leaned over and kissed him.

Blitz took the kiss—not hungrily, but tenderly. It was a shorter, more chaste kiss, but as Dusk’s lips lingered against his, he felt himself receding into the mattress, the pillows coming up around him to swallow him up. Dusk’s lips were so soft, so warm. When the other stallion pulled away, he almost felt like there was something missing.

“Maybe we should do it again sometime,” Blitz said, only somewhat awkwardly.

“Hah! Definitely,” Dusk said. He squeezed Blitz’s shoulder a little bit tighter. Blitz snuggled into Dusk’s armpit, laying his head on the other stallion’s chest. The two sighed together, savoring the touch of the other’s body against their own.

They lay there quietly for a bit, Blitz breathing evenly, and Dusk stroking his hair gently. “So,” Dusk finally said. “If we do this again…”

“Yeah?” Blitz said.

“Oh, nothing.” Blitz couldn’t see his face, but by the tone of his voice, he’d bet anything that Dusk was blushing. “It’s just...well, I was wondering if maybe you’d like to make it more of a thing. But never mind—you’ve already got that thing going on with Applejack, and I wouldn’t want to intrude.”

“Thing with Applejack?” Blitz said. “Dude. It’s...well, it’s just sex. AJ’s a great guy, and the sex is hot as hell, but”—he blushed madly; geeze, were those words actually coming out of his mouth?—”but it’s nothing special. It’s not...not like this.”

There. He’d said it. He’d put it out there, and Solaris help him if he wanted to go back on it now. The only sign of Dusk’s surprise at his words was a slight freeze of his fingers, catching on a strand of Blitz’s hair. But, soon enough, they resumed their gentle stroking, curling Blitz’s mane around his ear.

“So…” Blitz could hear Dusk breathing beneath him, could feel the steady rise and fall of his chest beneath his head. He could feel Dusk’s heart beating—speeding up now, ba-dump, ba-dump, ba-dump. “You’d be interested in...this? In trying this? As a real thing?”

“Completely? I’m not sure,” Blitz confessed. He hugged Dusk’s torso, curling one of his legs around the other stallion’s thigh. “I kinda like the idea right now, though. And...there was what you said earlier.”

“What I said? I—oh,” Dusk said. He chuckled nervously. “That.”

“I mean, I don’t know if it’s real right now,” Blitz said. He swallowed, though relaxed a bit when Dusk began to slowly stroke his belly. “But… I dunno. Maybe we can try it. Eventually.”

“When you’re more comfortable?”

“Yeah. That.”

Dusk chuckled again. “Okay,” he said. He bent his head forward and planted a kiss in Blitz’s hair. “You got it, sexy.”

Blitz snorted. “Sexy? Really?”

“Hey, don’t look at me. You’re the one who’s dressed up like a stunner.”

Blitz grinned. He eyed his skirt, his pushed-aside panties. “Yeah,” he said. “I guess I am.”

Dusk sighed. Slowly sliding his fingers up and down Blitz’s side, he hugged the smaller, leaner stallion even closer to himself. Blitz let him do it, happy just to feel Dusk’s warmth, his beating heart, against his body. It was...strange. He’d never felt like this before—never felt it with a mare, let alone a stallion—but this just felt...right.

“So you know how it makes me feel,” Dusk said. He gave Blitz’s skirt a tug, teasing. “So tell me. How does that getup make you feel?”

Blitz bit his lip—but then relaxed as Dusk stroked his chest comfortingly. Maybe this was strange territory. Maybe this was weird and crazy as shit—but maybe, just maybe, it was something he could learn to like.

Or even love.

“It makes me feel pretty,” Rainbow Blitz said, and nuzzled against Dusk’s chest.

Chapter 1: Cheer Up

Applejack plopped down into his chair and groaned. “Damn,” he said. “It feels good to sit down after workin’ all day.”

“Oh, really?” Dusk said. He placed his hands on the back of his own chair. The two of them were out on the back porch of the Castle of Friendship, looking out over the outskirts of town. Off in the distance, the sun was starting to set, casting shadows across the yard and their faces.

Something hovered toward the side of Applejack’s face, shimmering with a bright purple light. “Beer?” Dusk offered, his horn glowing. Applejack took the amber bottle gratefully.

“Don’t mind if I do,” he said. Cracking it open, he leaned back in his chair, put one hand behind his head, and take a long swig.

He gulped it down and groaned happily. “That’s the stuff.”

“You said it.” Dusk popped his own open and took a sip. Pulling his own chair a few inches toward the edge of the porch, he brushed it off with the back of his hand and sat down.

Applejack nursed his bottle against his forehead for a moment, savoring the feel of the cold glass against his skin. “I thought today would never end. ‘Least I was wrong ‘bout that.”

“Oh, yeah.” Dusk lifted his bottle; Applejack met it with a clink. “I’ll drink to that.”

They did. Applejack exhaled slowly as he rested his bottle in his lap.

“I’m sore all over,” he said. “We got a whole grove of trees that went dead with rootrot. Nasty stuff,” he added, shivering. “Took us hours to clean ‘em out, so’s they wouldn’t affect the others. I swear I almost broke my back over one of ‘em.”

“Sucks,” Dusk said sympathetically. “But you think you’ve got it bad, huh? I’ve been running non-stop errands for Prince Solaris for the past week.”

“That don’t sound so bad. Just friendship stuff, right?”

“Some,” Dusk said, taking another drink. “Along with diplomatic meetings, official events, and more paperwork than I’ll ever want to see again in my life.” He sighed. “I haven’t been getting much sleep, honestly. I was up late last night studying a book on Gyphonian cultural rites—I didn’t want to get anything wrong for the embassy’s arrival on Sunday. Barb actually found me drooling on the page in my study the next morning.”

Applejack gave him a sideways glance. Truth be told, Dusk did look kind of tuckered out. There were bags under his eyes, and whenever he lifted his bottle for a drink, there was a kind of lag—a twitch in his elbow where things weren’t quite syncing up.

Once he’d taken another drink of his own beer, Applejack tapped his fingers thoughtfully on his lap and said, “You ever think you might be overworking yourself? Sounds like you’re runnin’ yourself ragged.”

“Maybe,” Dusk said doubtfully. “But it’s what Prince Solaris needs. I can’t let him down.”

“I s’pose,” Applejack said.

A pause. Then Dusk went on, saying, “Anything less than my best is...well, it makes life hard on him. He’s got enough on his plate. If I can help out, then I need to.”

“I’m sure he thinks the world of you for it,” Applejack said. “But still—sounds like you’re using every waking hour on him. And some sleeping ones too. Ain’t you got any time for yourself? No personal time?”

“Well...no,” Dusk said reluctantly. “I’m pretty busy, I guess.”

Applejack grunted. “A stallion’s always gotta have time to relax. Time to enjoy yourself.”

“Wouldn’t I love that,” Dusk said, smirking. “Seems like there isn’t much opportunity, though.”

A thought came to Applejack’s mind—and he nearly burst out laughing. Now there was an idea.

And it’d be a heck of a lot of fun to put together, too. And if it could help Dusk out, take his mind off things—then where could it go wrong?

“Y’know,” he said, casually. “You sound like you could use a pretty little cheerleader.”

Dusk nearly spit out his drink. “A cheerleader?” he said, halfway between sputtering and chuckling. “Now where’d that come from?”

“Y’know,” Applejack said, smirking. “All prettied up, nice and soft—good for takin’ an edge off things.”

“Well,” Dusk said, laughing quietly. “Don’t we all.”

“Now, what kinda cheerleader?” Applejack said thoughtfully. “Gotta be a hot young thing.”

“Mm,” Dusk said. He’d raised an eyebrow, but looked slightly amused nonetheless. “Slender.”

“Feminine? Yeah; of course.” Applejack chuckled. “Gotta be able to slip your hands ‘round that sexy thing—just slip ‘em right around the waist. Hold ‘em real tight.”

“That sounds great right now,” Dusk replied, chuckling and shaking his head. “I don’t think any stallion could turn that kind of offer down.” He blushed slightly. “I hope I don’t sound like some kind of basement shut-in—but I’d love to just have somepony like that, just to hold close to me at night.”

“Not at all,” Applejack said. “Like you said—don’t we all?” He hummed thoughtfully. “They’d need some sexy clothes, of course.”

“Lingerie?”

“Could work. Get those tight, see-through leggings. Gotta get yourself a real pretty thing, all dressed up in tight, form-fitting clothes and the girliest skirt you could imagine.” Applejack chuckled. “‘Course, you lift up the skirt, and—bam! An ass so nice you could bounce a nickel off it.”

“Mmff,” Dusk said. He shot Applejack a grin. “Don’t make me pop a boner, though—Barb could walk out any minute.”

Applejack laughed. “I’m serious, though.”

“What?”

“Let’s just pretend that I know a pretty little cheerleader myself.” It was Applejack’s turn to grin. “One who’d be more than happy to lend you a hand.”

“Um.” Now Dusk sounded wary. “You know I’m not looking for any kind of...well, paid sex, right?”

“Don’t worry about it.” Applejack waved a hand dismissively. “It ain’t like that.”

“Just trust me, Dusk,” he went on, smirking. “Don’t think of it as a hookup. Think of it as me hooking you up.”

“Now that’s just semantics,” Dusk grumbled. His expression softened, though. “Still… I can’t deny that it sounds... nice.”

“Good.” Applejack took a swig of his beer, finishing it off. Sighing, he thumped a fist on his chest and raised his empty bottle to the setting sun. “Ah. Now that’s some good stuff. I’d better be getting back to the farm.”

“Hey,” Dusk said, running a hand through his hair. “Thanks for stopping by.”

“Thanks for the beer.” Applejack stood up with a grunt and grinned. “You have a g’night, Dusk.”

“You too, AJ.”

Applejack made to turn away, and paused. “Oh, and Dusk?” he added, casually. “I still think you need to find some way to relax. One way or another.”

Dusk chuckled. “Sure,” he said. “Sure, AJ.”

Applejack nodded, then tilted his Stetson in goodbye. “One way or another,” he muttered, winking—and turned to go.

Dusk Shine was not happy.

Well, in an inner, subconscious way, he was sort of happy. He’d just finished one of the most productive days of the past week—he’d been the very epitome of a proper prince. He’d been polite. He’d been efficient. He’d completed every task assigned or available to him and then some.

On the inside, he was proud of himself. Dusk Shine had never been the kind of pony to do anything less than his best. When he’d stepped up to royalty—royalty!—he’d taken it for granted that he’d have to step up his work efforts too. Ponies were relying on him after all, and if he helped them, led them, guided them, then he knew that he was doing right.

That was on the inside. On the outside, Prince Dusk Shine was tired as fuck.

He let the front door to the Palace of Friendship slam shut behind him. What kind of dumb name is that? he grumped, his mind awash in a sea of tiredness and general frustration. It was a great name, he’d always thought. He just didn’t think so now.

Barb was away for the weekend, so there was nobody around to welcome him home. He kind of liked that, in a way—meant that there was nobody around to bother him, to prod him into doing something like he’d been prodded all day. But all the same...the palace was big. Empty—really empty—without anypony else there. He liked the solitude, but he wasn’t yet sure if he liked the loneliness.

Grunting, and shoving that uneasy thought off into the back of his mind, Dusk lumbered up the stairs to his room. He could make dinner, but he was too tired, too uninterested, and not really hungry besides. He’d rather get upstairs, lock the door and pretend to be back in the Library. Maybe he’d have his feet up on the bed, reading a book or taking a nap or writing something that wasn’t for official use—

Sighing slightly, he rounded the corner at the end of the hallway—why hadn’t he gotten a closer room, anyway?—and smiled a little when he saw the door to his room. Unlike the other doors, which were nothing but naked slabs of crystal, his was more warmly decorated. Pictures of his friends, of Barb, of Prince Solaris, covered the surface; his Cutie Mark, proud and strong, was emblazoned on the top center of the door.

A tired smile on his face, Dusk twisted the knob, opened the door, and stepped inside.

There was a pegasus on his bed.

She was—well, geeze; pretty was about the only word that could sum it up, but even that didn’t go far enough. Cute, definitely. Slender, with a slim waist and a pair of hips that curved out nicely. Her hair was brushed back and tied off with a bow, and the rest of her was “covered” with a skimpy little cheerleader’s outfit that hid just about nothing. A short skirt covered most of her thighs, but didn’t even come close to her knees; it was probably the girliest thing Dusk had ever seen, all bright and pink and absolutely drowning in frills.

She had on a clean pink top, which settled neatly over her nicely padded chest. Dusk’s eyes—he was a stallion, after all, and one with a respectable libido—moved over her legs, a pair of clean-cut limbs wearing thigh-highs and a pair of feminine boots.

He took all of this in by sheer reflex. Struck nearly dumb with surprise, it took Dusk only another half-second to glance up at the cheerleader’s face, to glance past those bright rosy cheeks, and to look directly into her eyes—

—only to realize that she wasn’t actually a “she” after all.