A Stallion Among Mares

by Enigmatic Otaku

Rating: mature
Tags: Alternate Universe, Rainbow Dash, Princess Luna, Original Character, Comedy, Sex, Twilight Sparkle, Main 6, Slice of Life, My Little Pony: Friendship is Magic
Length: 8312

Once again, Dusk's friends are all out doing something, leaving him home all alone. However, the arrival of an unexpected guest soon gives him something to do.

It sometimes sucks being the only stallion in your group of friends; Dusk Shine can attest to that. His five best friends are all off on one of their planned outings, and once again, he wasn't invited.

Just once would he like it if they bothered to ask him to join, though he doubts that happening anytime soon.

Still, Dusk's time silently moping in his home comes to an abrupt halt when an unexpected guest suddenly arrives, giving him a chance to vent his frustrations and something to do.

Commissioned by Ghost Pony Rider.

Feature Boxed two hours after it was published and inspired by vavacung's Crazy Future.

Now with reading by TheCaptainSand - Scarlett Blade

Published 2015-11-17 21:20:02 UTC
Last updated 2015-11-17 21:20:02 UTC

Is it because I have a ding-a-ling and you don't?

"Oh, what's the point?" Dusk Shine muttered to himself, releasing a deep sigh as he closed the book held in his magical grip before him.

Seeing that he already knew how it ended, Dusk set the book on the nightstand beside him, rose from the bed, then began to wearily trudge down the wooden stairs of his tree-home with a bored look in his expression, always being careful not to fall off it since it was constructed without a guardrail. It was the middle of the afternoon and, if it wasn't obvious by now, Dusk was upset. When he woke up this morning, he had hoped to spend some time with his friends: Rarity, Pinkie, Fluttershy, Applejack, and Rainbow Dash, but after retrieving the paper from his doorstep and spotting the date printed on it, Dusk became disheartened to learn that today was one of the girls' planned outings.

It was sort of a small tradition the girls started between themselves after they had defeated Nightmare Moon, one that, much to Dusk's displeasure, he was never invited to. He assumed that they probably had their reasons for not doing so, but Dusk couldn't help but feel more and more left out, as it felt like each time they had their little gathering, they had become closer to one another as friends, all while he was at home...reading a book like always...

What's a guy like me supposed to do in order to get closer to his female friends? Dusk thought to himself as he continued to climb down the stairs. It's not like I can change my gender or something!

Stopping his decent, Dusk rubbed his chin with a hoof.

Actually...there might be a tome somewhere in the downstairs library that might have this one spell--

Realizing where this was going, he shook his head free of that thought.

No...no, that's kind of pushing it; don't want to come off as creepy or desperate, so I guess I'll just have to bring it up with them when I get the chance.

Once he finally reached the bottom of the stairs, Dusk halted in place as a new thought occurred to him.

Oh, but what if I'd be over-stepping some boundary? I've only just moved to Ponyvile and haven't been in their social circle for more than a year, so would it even be acceptable if I suddenly asked to tag along on what they might consider to be a tradition of theirs?

Rubbing his shoulder with a hoof, Dusk's ears then drooped as he eyed the floor.

I...I know that we're all friends, but if they haven't invited me by now, then that must mean that they really don't want me to join them and that it's just a thing only the five of them can share... I guess there's just no room for me...

"N-No!" Dusk muttered to himself, pulling his head up and lightly slapping his cheek. "No getting all mopey now! Y-You just can't go see your friends today...n-no big deal! Just wait till tomorrow! Besides, excluding Spike, you were practically living on your own before moving here!"

Seconds later, Dusk's little self-directed pep-talk seemed to do the opposite of what he intended, as his head then lowered while his ears drooped again.

"Yeah...alone...I'm used to that..." Closing his eyes for a moment, he sighed. "I guess I'll just go downstairs and look for a book I haven't read before... Maybe that'll make the time go by quicker until bed..."

After moving through the doorway, Dusk exited his bedroom and began walking down a second set of stairs, entering the Golden Oaks Library. Stepping around the wooden bust in the center of the round room, Dusk then began scanning the shelves carved into the walls, looking for a book that he had yet to read. This was a difficult search for him since Dusk had read nearly all of them by now, but he'd settle for a cookbook if it was lengthy enough to get him through the day.

Moments later, as he was continuing his search, Dusk couldn't help but jump when he was surprised by a sudden knock at the door. Immediately turning to it, Dusk stood there with a hoof on his rapidly beating chest, taking a few seconds to regain control of his breathing.

"C-Coming!" Dusk announced after finally composing himself, walking over to the door. "So sorry for the delay, welcome to the Golden Oaks Librar--" After engulfing the door handle in his magic and opening it, Dusk took a step back, as he couldn't believe who was standing just outside of his home.

"Hey, sup Dusk," greeted none other than Rainbow Dash, bobbing her head nonchalant to him before stepping into the tree-home unannounced.

"R-Rainbow?" Dusk questioned, quizzically scanning the rainbow-maned pegasus mare from top to bottom. Unless the date on the newspaper was wrong, shouldn't she be with the girls right about now?

Noticing the strange look Dusk was giving her, Rainbow Dash raised her brow in a combination of both confusion and amusement.

"Eh, yeah Dusk, it's me." Whipping her mane out of her face, Rainbow flared her wings and raised one hoof as she struck a pose. "Who else do you know radiates pure awesomeness?"

Not wanting to feed her ego, Dusk merely rolled his eyes dismissively as he answered with, "Yeah Rainbow, I know it's you. But uh, what are you doing here? Don't you have a...a thing to do with the girls today?"

Cocking her head to the side, it took Rainbow a few seconds to realize what this thing was that Dusk was referring to.

"Oh," Rainbow said, pulling her head back slightly, "you mean our hang-out meetings?"

Dusk nodded. "Eh, yeah. Did you all reschedule or something?" he asked, feeling a little guilty that he was hoping for that to be the case.

Shaking her head with a small smile, Rainbow raised her hoof and waved it dismissively. "Naw, nothing like that, really. It's Rarity's turn to decide what we should all do this time, and, big surprise, she chose a day at the spa doing frou-frou hooficures and junk." Flashing her trademarked grin to herself, she then inspected the back of her hoof. "Eh, you know me, Dusk; the only way somepony's allowed to get a feel of these babies is when I clobber 'em."

"So...you came here instead?" Dusk asked, not sure to feel either relieved or insulted for being her second choice.

"Well, yeah," Rainbow answered with a nod, using her rear hoof to shut the door behind before walking around the library, halfheartedly skimming though the book covers that she had little to no interest in. "Thought I'd drop by and see if you were up for something. Say, uh..." turning back to Dusk, she shrugged, "where's Spike? I haven't seem him yet, and usually the little guy's the one answering the door for you."

Amazed that such observation came from Rainbow Dash of all ponies, Dusk answered while using his magic to rearrange a row of misplaced books that he had just noticed.

"Oh, well, Spike's in Canterlot."

"Canterlot?" Rainbow questioned.

"Yeah, yesterday, Princess Luna sent this strange letter saying that she wanted me head over there and dust her personal library or something like that, and, I'll admit, I didn't feel like going all the way to Canterlot for that, so I sent Spike instead. If all goes well, he should be back tomorrow." Scratching his mane, Dusk turned back to Rainbow. "I didn't even know Princess Luna had her own library."

"Hmm," Rainbow sounded with an understanding nod, then rubbed her neck she scanned the room. "Well uh, like I said before, I came by to see if you felt like doing something, but I see you're busy with your books and all, so I'll just get out of your mane."

Realizing that Dash was leaving, Dusk's eyes widened before he ran over to the door, just in time to cut the mare off.

"W-Wait!" he shouted, much louder and quicker than he intended to as he blocked the exit. "I-I'm not busy at all! We can do something! Anything you'd like! How about...how about we go to Berry's bar, hmm? Get ourselves some of that hard cider you really like?"

As Rainbow stood there, silently staring at Dusk, she found his sudden and unexplained behavior a bit strange, but the proposition of cider made her overlook it.

"Yeah, that sounds like fun," Rainbow said before smiling wickedly. "Buuut, just to make things a little interesting, how about we make a friendly little wager."

"Wager?" Dusk repeated.

"Mmhmm, a wager." Turning back to the center of the room, Rainbow placed her hoof on the bust, then traced it along its side as she moved around it. Once she was behind it, she rested her forelegs and upper-half atop it as she directed her grin at Dusk. "I propose a drinking contest. Loser has to do whatever the winner says."

Hiding his nervousness, Dusk then asked, "And, hypothetically, if you won, what exactly would you have me do?"

"I don't know," Dash answered with a shrug. "I'll think of that later...probably something embarrassing. So...you in or what? Or am I gonna have to look elsewhere for a real challenge?"

Witnessing her smirk grow more and more devilish, Dusk gulped. He wasn't much of a drinker, could barely handle a few mugs of regular cider without feeling tipsy, but if he refused, Dash might...

"D-Deal!" he proclaimed, pointing a hoof at her. "I hope you're ready Rainbow Dash, because you're about to eat my metaphorical dust!"

If metaphorical dust had any nutritional value to it, then Dusk just had himself a well balanced breakfast, as he had become so inebriated that Rainbow Dash, who was less drunk and more on the verge of tipsy, had to carry him home on her back.

After entering the tree-home and closing the door behind her, Dash shifted her shoulders in order to better balance the semi-conscience stallion atop her, then brought him up the stairs, into his room and turned on the light.

"There you go, nice and easy," Rainbow said, carefully sliding Dusk off of her and onto his bed.

"Sha...shanks," Dusk slurred, turning to his side as he tried and failed to reach for his pillow.

Amused by the sight of Dusk finally grasping his pillow and clutching it to his chest like a teddy bear, Dash sat at the edge of the bed and watched him for a while; she didn't feel right leaving him home alone in this state, so she decided to stick around for a bit, just to keep an eye on him.

"So," Rainbow began, looking around the room as she tried to strike up a conversation. "You uh...somehow managed to get drunk just off of two mugs of hard cider..." Setting her sights back on him, she finished with, "You're not really much of a drinker, are you?"

Clutching the pillow even tighter, Dusk answered honestly as he tried to keep the world from spinning. "Noh...not really... Nevar was..."

"Never was, huh?" Dash inquired, finding that a bit odd. "So if you knew you were going to lose in the drinking contest, why'd you even agree to it? I mean, I'm not surprised I won and all, but still..."

"Didn't wahnt you to leave..."

"What was that?" Dash asked, cupping her ear with a hoof as she leaned closer to him. "Speak up a bit, I didn't quite catch that."

Dusk's mouth moved on its own before the words finally escaped from him. "Didn't whant you to...didn't want you to go..." Lifting his unsteady foreleg, Dusk moved it over his moistening eyes to hide them from Rainbow Dash. "Didn't want to be left a-alone...like always..."

Pulling her head back, Dash cocked a brow at Dusk. "Left alone again? What do you mean by that?"

"I just...I just feel sho left out when you ant the girls...when..." Realizing that his mouth was running on its own, Dusk turned on the bed, facing his back to Rainbow Dash. "N-Nothing...never mind..."

Placing her hoof on his shoulder, Dash gave him a gentle shake. "Hey, com'on, talk to me Dusk. Starting to get a little worried here. What is it about me and the girls that has you so down?"

"It's nothing," Dusk answered in an unintentionally aggressive tone, shaking his head. "Forget I said anyting, Dash..."

Normally, Dash would have let it go then and there, but after leaning over Dusk to get a look at his face, she could have sworn she saw a small tear escape from the corner of his closed eyes.

Concerned by this, Dash got off the bed, faced Dusk's back, then sighed deeply before saying, "Can't believe you're making me waste a good wager here, but...Dusk."

"Hmm?" he sounded, his ear perking up in response to his name being called.

"I want you to tell me what's wrong. You made a bet with me earlier--which you lost--where the stakes were that the loser has to do whatever the winner says, so...that's what I want you to do: tell me. And don't even think of lying, mister, 'cause I'll be able to tell if you are."

Raising his wobbly head off the bed, Dusk turned to her; his reddened and moist eyes confirming Rainbow Dash's suspicions. "Rainbow, I really don't wan--"

"Uhp-uhp-uhp," Dash interrupted, flicking her raised hoof left and right. "It's either this or prancing around town in a gown, so pick your poison."

Taking a minute, Dusk thought, and, due to his drunken state, rethought the offer several times before finally coming to a decision.

"FFF-Fine, fine!" he exclaimed, moving to sit upright on the bed. "You win, Dash."

"Just what I like to hear," Rainbow Dash said with a smirk, then sat back down on the edge of the bed and patted the spot next to her. Once he scooched to her side, Dash surprised Dusk by wrapping her wing around him and pulling him in closer. "Now, I want you to tell me what exactly's bothering you. Heck, maybe you'll feel better once you let it all out!"

Feeling her soft fur and feathers bush against him, and having a tingle run up his spine because of it, Dusk couldn't help but look away from Dash, his face getting warmer by the second. "A-Alright," he meekly said.

With his judgment still somewhat inhibited, and despite having great difficulty doing so, Dusk was able to carefully articulate his alcohol impaired lips in order to properly form his words, telling Dash why exactly he agreed to a drinking contest he knew he'd lose.

The answer: he just didn't want to be left alone.

Once his emotional-valve started the process of venting, he couldn't stop, as he then spoke of Rainbow's and the girls' hangout sessions, and how left out and ignored he felt each time they never bothered to invite him.

"What, we're not ignoring you, Dusk," Rainbow said, pulling her head back in slight surprise. "I mean, just last month, we all went to the movies together; you remember that."

"Yeah, I remember," Dusk replied, turning to her, "but I also remember that we were all just staring at a screen for about two hours; not exactly a bonding experience if you ask me."

Eyeing the floor before her, Dash nervously ruffled her mane. "Ok...well uh, I'll give you that, I guess."

"So what is it, Dash? Why am I never invited?" Dusk questioned unexpectedly, staring at Rainbow with a worried expression. "Do you guys not like me as much? Is that it?"

Rainbow was caught completely off guard by that. "What? No! It's nothing like that!"

Failing to hear her, Dusk continued to ramble. "Do--do you guys think I'm, I'm boring or something? I mean, I know I'm kind of a bookworm and all, but--"

Grabbing his shoulders, Rainbow tried to shake him to his senses. Once he seemed to have calmed down enough, Dash stopped, then placed a hoof under his chin and forcibly angled his head so he'd make direct eye-contact with her. "Dusk, I'm going to say this again, alright? So I hope you're listening carefully, 'cause I don't like repeating myself. It's nothing like that. We like you, egghead and all, all of us do; you're our friend."

Unable to look away from her magenta orbs, Dusk then said, "Then...then why am I never invited?"

Eyes slightly widening, Dash released his head, then looked away as she rubbed the back of her neck. "Ah, geez, Dusk... It's...it's nothing against you, it's just our night out, you know. Eh, sometimes...us mares just want to hang around other mares and do...well, you know, mare stuff."

"Pfft, 'mare' stuff," Dusk said with a roll of his eyes and a scoff, the alcohol still in his system doing most of the talking by now. "Don't think I don't know what that means. I should know, I saw!"

Turning back to Dusk, Rainbow tilted her head to the side in confusion. "Uh, what are you talking about? Saw what?"

"What...what you did in Applejack's barn! That sleepover you all had there last mo--mmmonth! " Dusk said, pointing an accusatory hoof at the pegasus.

"Sleepover at Applejack's last month?" Rainbow muttered to herself, her eyes shifting left and right as she tried to recall the event. Seconds later, the memories she was looking for flooded back to her, her ears flattening against her skull and face becoming an intense shade of red as a result of it. "Oh...oh no, you--you saw that?"

Much to Rainbow's displeasure, Dusk gave an unbalanced nod. "I went to the...went to the farm that night because...because I didn't remember to pick up my order of apples that day until it was already dark, and...and I was passing by the barn when I saw you all through the window. You were, eh, you were bent over a bail of hay, and...and Apple--Applejack was on top of you, wearing a...a strap-on dildo..."

Hearing undoubtable confirmation of what Dusk had witnessed that night, Rainbow Dash groaned in half frustration, half embarrassment as she threw herself atop the bed, burying her head under her wings and hooves. However, despite the extreme embarrassment she felt, and the intense desire for the earth to just open up and swallow her, she had to at least explain herself.

"Eh, D-Dusk, I can...I can explain!" she said, uncovering her head, yet too embarrassed to face Dusk. "See, um, Rarity brought that earlier as a joke, and after Applejack and I had one-too-many ciders, we all played truth or dare, then...then...w-well..." Looking away, Dash coughed into her hoof. "I mean, yeah, things kind of got a little out of hoof, and we were both pretty drunk, so it didn't really mean anything."

"I don't know," Dusk sing-songed as he threw himself backward onto his bed, laying on his back as he chuckled towards the ceiling. "You looked like you were enjoying it. Like, a lot. You kept...kept moaning with this big goofy grin on your face... Heh, was kind of funny."

"Well it's been a while since I've had a good rut, alright!" Dash proclaimed before slamming her face onto the bed yet again, groaning into his covers. Moments later, she lightly punched Dusk's side with her hoof while still refusing to look at him. "Speaking of which; how long were you watching--and why didn't you just walk away?!"

"Ow," Dusk complained, rubbing his side. "Eh, long enough to see you cuddling with Applejack afterwards... And...and don't blame me for staying! It was like one of those things you just can't look away from! B-Besides...it was...it was pretty hot..."

Her ears perking, Dash rose atop the bed, as she wasn't sure if she heard him right. "Wait, did you say it was--" Once she turned to him, Rainbow froze, too stunned by what she was seeing before her. It was Dusk, he was still laying on his back, grinning to the ceiling like an idiot with his eyes closed, but a part of him had caught her eye, a part of him that was between his hind legs.

Unbeknownst to her, Dash's eyes had become fixated on his lower-half, as she was silently staring at his newly formed-erection throb in tandem with his heartbeat. Rainbow was captivated by the sight of it; it was dark and generously proportioned for a stallion of his size and age, yet what kept Rainbow's attention focused on it was the fact that it was thicker and larger than the strap-on Applejack wore, making her nibble on her lower-lip. Continuing to gaze at it with wide eyes, almost as if caught in some hypnotic trance, only one word managed to escape her lips.

"W-Whoa..."

"Eh, what was that?" Dusk asked as his eyes snapped open, her voice bringing him out from his short and drunken trip down memory lane. Turning to the pegasus, and noticing that she was looking at something, he unsteadily followed her line of sight, only to zero in on his engorged length resting atop his midriff. It took his impaired mind a few tries before realizing what exactly he was looking at.

"O-Oh!" he said before covering his anatomy haphazardly with his hooves, his embarrassed and upside-down smile directed at Rainbow. "S-Sorry!"

Seeing his reaction, Dash's higher reasoning kicked in, causing her to quickly shake her head before finally being able to avert her gaze away from his stallionhood. After returning his equally embarrassed and awkward smile--and taking a quick, unintentional peek at his tip that he failed to cover--Rainbow turned around out of courtesy.

"Eh...s-sorry," she apologized as her eyes wandered the room, her nervous chuckle keeping the awkward silence at bay. "Was um...was that because you were remembering what happened in the barn?"

Still covering himself, and trying and failing to will his erection away, Dusk responded. "Uh...y-yeah..."

"Ah. I...I see..." Dash rubbed the back of her neck. "That's uh...natural, I guess..."

And at that, any opportunities they once had to recover what they could from this situation had expired, as the room had plunged into a deafening silence, the both of them having no idea what to say.

Right now, sitting upright while still trying to conceal his stubborn erection, Dusk was, for the first time in his life, cursing his luck for being born a stallion. Sure, it was normal for ponies to get a look at another's privates from time to time, what with their lack of clothing, but they were always just passing glances and nothing more. But, sadly, Dusk just had to have a full-on erection, and in front of Rainbow Dash of all ponies! Rainbow was a very attractive mare, Dusk would admit that, so his pecker, in comparison to anypony else's she may have dated in the past, was probably nothing for her to write home about. Boy, if he was a social pariah among his friends now, then he'd be a hermit by the time the others hear about this from Rainbow during their next outing.

Sulking his head, Dusk pulled his legs in closer. Yaaay... Can hardly wait...

Finding the wall above the bed's headboard more interesting to stare at than the stallion sitting uncomfortably behind her, Dash found that she wasn't having the best of times right about now, as she had to physically and mentally restrain herself from turning back to even catch a glimpse of Dusk. This was a difficult task for her to accomplish, as her mind kept visualizing his fully-erect...throbbing l-leng-- As she shook her head free of that thought, Rainbow never imagined that she'd be in a situation as awkward and embarrassing as this with Dusk. She always knew that he was a stallion, but not once had she ever thought of him as a stallion stallion; each time she blinked, she could still see the evidence supporting that claim. She was starting to see him in a new light...and it worried her.

Ok, calm down, Dash, Rainbow thought to herself, trying to quell her antsy hooves that were telling her to run. So, surprisingly, it turns out that your friend, Dusk, has a dick, and a pretty impressive-looking one at that! Tha--that doesn't change anything, not at all! So...so what if you have't had a good rut in a while and are currently alone in a room with a stallion who has a boner... It don't mean that you two are gonna...well, you know...

Her face deadpanning moments later, Dash facehoofed.

Shit shit shit, stop it brain! Stop wondering what it'd be like! He's your friend, and friends don't do tha--ok, there was that one time with Applejack, but we were drunk!

While Rainbow continued to struggle with her thoughts, Dusk raised his head, as he had just caught a whiff of something in the air. His nostrils flaring, he closed his eyes, focusing on his sense of smell as he tried to determine what it was. The scent was faint and unfamiliar to the stallion, and all he could tell was that it smelled like a pleasant combination of petrichor and a fragrant musk. His curiosity piqued, Dusk opened his eyes and turned his head to the side, right where the aroma seemed to be originating from. Doing so nearly had Dusk's muzzle accidentally collide with Rainbow's rear.

Pulling his head back, and not sure if he had shifted closer to her without realizing it, Dusk readied himself to politely scoot away, only to stop when he discovered a few things. First, he was already at risk from falling off the foot of the bed, so it wasn't he who had moved closer, it was Rainbow; second, her tail was raised a bit higher than usual, which was kind of odd; and third, judging by how much stronger the scent was when looking in her direction, Dusk came to the logical conclusion that it was emanating from...from her...

Even as he watched her tail move seemingly on its own accord, fanning even more of her scent, and exposing her winking sex to him, Dusk still couldn't believe what he was looking at. Was Rainbow Dash aroused?! How could she? Dusk had read plenty of books regarding this matter, and she was clearly showing signs of this being the case, but what caused it? As far as he knew, she wasn't in heat, so what could have excited her? What changed?

Despite the disadvantage of not having his mental-faculties running at full capacity, Dusk was still a stallion of science, and had already begun searching for the definitive factor in the formula that was--as his drunken mind was calling it--Dashie's horniness. Thinking back to a few minutes ago, and after looking down to his painfully-erect member making itself known again, he believed to have located the cause.

"Nnn D-Dash," he called, breaking the silence that had grown between them.

Tensing at the sound of her name, Dash turned her head far enough to spy him through the corner of her eye. "Eh...yeah?"

Dusk, with the elegance and subtly of a plastered bull in a china shop, then said in a nonchalant fashion, "Did looking at my penis make you horny? 'Cause...'cause your naughty bits are like, in my face right now, and it smells really, eh, really nice..!"

Her expression adopting a look of utter horror, Rainbow craned her neck back to a painful degree, discovering that her tail had been moving without her knowledge.

"Uh--n-no, no I'm not!" Dash blurted out as she retook control of her tail, using it to quickly cover her 'naughty bits' before turning around and sitting down. Trying to maintain her best poker-face, Dash was starting to panic; she was getting turned on, and even worse, he noticed! Her body had become increasingly warm, her heart started to pick up the pace, beating so loudly in her chest that she could hear it in her ears, and her still winking clit, which wasn't helping in the slightest, was prodding at the bed's fabric beneath her, further stimulating her and forcing her to stifle her gasps.

"You're not, huh?" Dusk said, leaning forward with a mischievous grin, causing Rainbow to lean back in response. "Then why are you squirming so much, hmm?"

Forcing herself still, and enduring her button's sensations, Rainbow spoke. "Dusk, I have--ngh--no idea what you're talking about. I'm--a-ah--nnnot horny, I'm...I'm... Awww fuck it!"

Rising on her hooves, Dash turned around and laid her upper-half atop Dusk's pillow, raising her tail and presenting herself fully to him. She already had drunken sex with one friend, what was one more?

"Wait, what?" Dusk asked, surprised by her sudden actions. He was just teasing her, he didn't think she'd actually do...well, this. "Are you--" Annoyed by his questioning, Dash flicked his nose with her tail.

"What, do you want me to paint you a picture or something?!" she nearly yelled. "Yes, your dick turned me on! Is that what you want to hear?!" Wiggling her rear, she then said, "Now, please, if you don't do something about it soon, I'll clobber ya!"

Dusk was just as turned on as she was, but he hadn't moved, instead, he was simply staring at her now-glistening marehood, her scent stronger than ever. What remained of his rational mind was holding him back, as he was still hesitant on whether he should; she was still his friend after all.

As his rationality was trying its best to weigh the pros and cons of going through with it, it was suddenly yanked away from the controls, his inner, drunken scientist immediately taking its place.

Dude, you can like uh...study the effects of...of adding sex to the friendship algorithm...or something... I'd make a great letter to Princess Celestia~

That was the last bit of incentive needed for him to make up his mind.

"Al...alright," Dusk said with a nod, taking a second to view Rainbow from his new state of mind.

Like he had stated earlier, Rainbow Dash truly was an attractive mare, but it was only now that he was starting to see for himself. She had a lithe, athletic frame and ample, firm flanks, both sculpted from nearly a lifetime of training for the Wonderbolts, and looking beneath her tail that was parting to the side, Dusk gathered that there was something about him that was to Dash's liking, because her red, rosy lower-lips were already soaked in her arousal, some of it trickling down to her still-winking clitoris, forming a thin string connecting it to the bedspread beneath her.

Seeing her in such a compromising position before his very eyes, and catching even more of her soaked flower's scent awoke a deep, primal instinct within him; his penis had become so unbearably hard now, almost as if urging him to stop delaying and take this mare before him and mate already.

Not wanting to keep her waiting any longer, and since this was his first time, Dusk decided to follow up with what felt natural. Moving closer to the pegasus, he neared his muzzle to her marehood and took in more of her scent, driving his senses wild; exhaling with a snort caused Dash to jolt, as she felt his hot breath against her moist folds.

After taking a few quick, readying breaths, Rainbow shut her eyes and steeled herself, impatiently awaiting for the feeling of his rod penetrating her. However, moments later, Rainbow felt an entirely different sensation, as Dusk had instead taken a tortuously long lap of his tongue over her wet slit, making the pegasus squirm and release a throaty, pleasure-filled wail as he did so.

"W-What are you--nngh--doing?!" she managed to ask through her moans, opening one eye. Not that she was complaining, if that's what it sounded like, but she was curious as to why he wasn't going straight to business.

Placing his hooves over her cutiemarks for stability, Dusk slipped his tongue through her hot, wet folds, making her suppress a squeal as he delved deeper and got even more of her particular taste. Once he had familiarized himself with her sweet, rainwater flavor, he, much to Rainbow's disappointment, pulled away his now-drenched muzzle before answering her.

"I read somewhere that," he gave her lower-lips a quick, teasing lap with his tongue, "that oral is a great way to add saliva as a lubricant."

Shaking her head atop his pillow, Rainbow chuckled. "Heh, always with you and your books. Well, whatever, keep doing what you're um...doing."

Nodding back to her, Dusk smiled as he resumed where he left off, slipping his tongue back into her and lapping at her nectar straight from the source. Despite this being his first time doing this, Dusk seemed to be getting the knack for it, as Rainbow's pants and moans were informing him if he was doing a good job. Getting cocky and adventurous, Dusk retracted his tongue from within her depths, then licked at her clit before playfully nibbling it.

Feeling this new, more intense pleasure, Dash screamed into his pillow, her hind legs nearly buckling, as her button was one of her most sensitive erogenous zones.

After filing away her reaction to that stimuli for later, Dusk released her and stared with pride at her quivering folds that were just begging for him to continue. They'd have to wait a bit, as he was done with teasing.

With his hooves still on the sides of her flanks, Dusk pulled himself up, his chest sliding over her tail and flank's fur until he rested his upper-half atop her.

After feeling his weight atop her back and angling her head to look beneath herself, Dash was filled with giddy excitement as she saw that his impressive piece was so tantalizingly close to where she wanted it. His added saliva on her folds was starting to cool, so she desperately wanted--no, needed him to warm her up with it already. She was biting her bottom lip in anticipation so much that it hurt.

Taking shallow breathes, Dusk tried to psych himself up. Size wise, Rainbow was a bit smaller than him, so he could't afford to screw this up; he didn't want to mess up his first time by having Rainbow yell 'Hey, wrong hole!', so if he wanted to avoid that and aim true, then he was to focus all of the accuracy and dexterity he could muster.

After carefully angling the tip of his rigid shaft onto her burning hot entrance, Dusk closed his eyes and took a breath before slowly moving his hips forward, her body's heat slowly encompassing his length as she accepted him.

"Hngh!" Rainbow sounded, her wings flaring as she shut her eyes tightly and bit his pillow. She knew he was a little on the big-side down there, but holy moly she was thankful for his tongue work earlier! The mix of his saliva and her arousal acted as a lubricant, ensuring that there was little discomfort and resistance, allowing her to try and relax as she focused on the mind-numbing pleasure he was giving her.

Slowly penetrating her, Dusk leaned further and snorted onto Rainbow's ear, as he couldn't believe what he was feeling. He was barely halfway in, yet he could already feel her inner, velvety muscles--some of which he suspected belonged to her tight abs--clamping onto his length, massaging him and trying to coax him in even deeper. It took most of his will power from unceremoniously shoving the rest of himself in, as he feared that that might hurt her.

After his medial ring slipped in--which earned a hard shudder and a wide-eyed, muffled scream from the pegasus--he finally bottomed out, his waist practically spooning her flanks as he filled her to capacity, his tip threatening to barge into her womb if he moved so much as an inch further.

Resting his head over her shoulder, and running a hoof over her folded wing to console and comfort her, Dusk whispered, "You ready? I'm gonna pull out now."

Never feeling so full before, and her teeth clamping onto the pillowcase like her life depended on it, Dash slowly nodded, prompting the stallion to pull his waist back.

Dash panted intensely, her eyes watered as all of the sensations she felt when he entered earlier had returned, only in reverse order, medial ring and all. A less awesome mare of lower endurance would have fainted at this alone, but not her, she was Rainbow Dash, future Wonderbolt extraordinaire, she could take it... She hoped...

Once he pulled back to the point where only the tip remained within her, Dusk stopped, leaving Dash feeling incredibly empty now in comparison to a few moments ago. It was agonizing, she wanted him back in, to fill her up again, she was ready to beg for it. After Dusk took a moment to get a hard whiff of her mane, she had gotten her wish.

With him now nibbling on her ear, they repeated the process, Dusk slowly reentering her again as Dash moaned huskily into the pillow, her moist, inner walls reflexively tightening around him. Once his hips reestablished contact with her rear, just as his tip did with her womb's entrance, Dusk began to pull out again, almost making Rainbow release a whimper from the growing void he was leaving in its place.

Suddenly, and much to Rainbow's surprise, Dusk wrapped his hooves around her barrel, better situating himself atop her before he reentered her, much, much faster than the pegasus expected.

"G-Gah!" Rainbow yelped, both pain and pleasure signals surging into her brain as he quickly pulled out, only to thrust back in and repeat.

Pulling her back to him with each thrust, Dusk was practically pounding into Dash with loud, wet smacks, his mind was now a slave to his lustful impulses as he completely and utterly dominated her. And judging by her unrestrained cries for him to keep going, she was enjoying it.

Her tongue lolling about as she drooled onto the pillow, Dash just laid there and took it; Dusk was holding her rear-end up more than she was, as she was experiencing pure, unadulterated, spine-tingling ecstasy that she never imagined was possible to achieve before. That phony, rubber phallus Applejack used on her was nothing compared to the real deal Dusk was endowed with. The rush she was feeling was similar to whenever she preformed the Sonic Rainboom, and if she had known earlier that her friend Dusk, the stallion who was practically a walking taking encyclopedia, was capable of providing such pleasure, she would have made a pass at him long ago!

Grunting as his balls freely slapped against Rainbow's engorged clit, Dusk sensed that his limit was swiftly approaching. But, as much as he wanted to silence the screams of his aching muscles by stopping for a short rest, he still wished to end on a high note, so he'd have to make his move now if he was to accomplish that.

Halting his thrusts, Dusk released her barrel and pulled out of Rainbow as he backed away, causing her rear-end to fall under its own weight without him there to support it. Stoking his slick, hardened member with a hoof to keep it warm from the harsh night air, Dusk used his magic to flip Rainbow onto her back. Getting the idea of what he was up to, Dash smiled sultrily at him as she parted her rear legs and used her forehooves to pull back her lower-lips, practically inviting him back.

Returning her smile from such a scandalous and raunchy display, Dusk crawled atop her, angling his shaft over her drenched entrance as he leaned down and kissed her. It didn't take long for their tongues to get involved, both dancing over the other's as Dusk began to move his hips down, impaling Dash with his spire. Wrapping her hooves around his head, and immediately pulling him closer, Dash moaned into his mouth, even louder when he began to thrust in and out again without warning.

Her eyes shut tightly, Dash removed her lips from his and placed her chin on his shoulder, bracing herself for her inevitable climax. She was getting close, and guessing by how much faster he was now going, so was he.

"D-Dash!" Dusk groaned into her ear, moderating his speed. "Inside, or--"

"Yes!" Rainbow yelled, her grip around his neck tightening. "Inside, cum inside!"

His nod missed by Rainbow, Dusk thrusted two final, hard times before gritting his teeth and holding, her spasming walls further encouraging his release. With each twitch and throb of his rock-hard member, white rope after white rope fired into into her, completely saturating her womb and slowly filling the pegasus mare with a sense of satisfying fullness. Once his member released the last of its load, Dusk collapsed atop Rainbow, as his stamina was beyond spent.

Feeling his member deflate and slip out of her, as well as his 'gift' oozing out from her entrance, Rainbow smiled warmly as she patted the back of Dusk's head, watching his eyes slowly close and noticing his heartbeat and breathing slow before the stallion finally fell asleep.

Sensing her own tiredness coming, Rainbow muttered one last thing before drifting off herself.

"Heh...you were...pretty good...for an egghead..."

Landing atop the Golden Oak's balcony on silent wings, Princess Luna stood in the moonlight with a stern look in her expression. She'll admit, she was a bit amused when Dusk Shine, the stallion she's had her eye on ever since Nightmare Night, sent his pet dragon in his stead, but his little game of playing hard to get was starting to get a bit annoying now. She'd been trying to court him ever since that day, but that infuriating, handsome stallion brushed her off each and every time. Oh, but not tonight however, tonight would finally be her night.

Her eyes narrowed in determination, Luna moved for the balcony's doors, only to stop mid-step by the sound of frantically flapping wings coming from behind.

"My liege, please stop!" yelled one of her lunar guard, the batpony stallion collapsing into an out of breath heap once he landed onto the balcony. With Luna looking down at him with a face of indifference, he took a moment to catch his breath before getting up. "Princess, you don't know what you're doing!"

"That is most untrue, Private Flashlight," that wasn't really his name, but he stopped correcting her by this point, "I know very well what I'm doing." Not breaking eye-contact with the stallion, Luna pointed into the neighboring room. "I'm going to go in there, telling him that I am done playing his silly little games, and we will rut until long after Celestia has lowered the sun!"

"But Princess," Flashlight pleaded, shrinking under her unblinking gaze, "I don't think he knows that you're interested!"

"Doesn't know?" Luna replied with an amused scoff. "My poor, dear, simple-minded Flashlight." He grumbled and looked away at that. "Of course he knows, I've been, as you commoners now call it, 'flirting' with him for a good while now."

Smiling nervously at her, Flashlight nodded weakly. "Oh, I...I know, Princess. It's just," prepared himself in a pre-wince, he finished with, "your brand of flirting might be a bit outdated..."

"What?" Luna said, pulling her head back as she placed a hoof at her chest. "Preposterous, my intentions have been more than clear! For instance, in the letter I sent to him earlier, I wrote 'dust my private library' in italics; it doesn't get any simpler than that."

Flashlight rose his hoof as he was ready to speak, but then lowered it in silence when he realize that there was just no getting through to her.

Turning to the doors, and straightening her posture, Luna then said, "Now, Flashlight, since you've already wasted your time by following me here, be a dear and make yourself useful by telling my sister that I won't be returning until the night after, because tonight," turning her head back to him with a grin, she finished with, "I shall be getting, as you ponies often say, 'placed'."

"You mean laid?" Flashlight questioned, tilting his head.

Luna raised a quizzical brow before scanning the wooden floor beneath her. "Really, what is? Did he forget something out here? Oh, maybe I can use that as an excuse to be allowed in! You know, that returning-a-lost-item strategy."

The stallion sighed into his facehoof. "You know what, Princess. You're right. Now go get him..."

Luna flashed a cocky grin at him, happy to see that he was finally learning who was the professional here. "Your support is much appreciated, Flashlight, but not needed; I've got this in the sack. Now," she said, walking to the door, "his lights are still on, and his pet drake shouldn't be interrupting us since its back in the palace, so let's hope that I've caught him awa--" The lunar princess's jaw dropped when she looked inside.

There was Dusk Shine alright, resting atop a blue pegasus in what seemed like post-coitus.

"Drat!" Luna cursed, looking away as she rubbed her temple. "I'm too late, the colorful-one has snatched him from my grasp!" Curious by what Luna said, Flashlight stood beside her, looked in, then flashed an I-told-you-so smile at the princess. "Don't say it..." Luna warned, turning back to him. "And I wouldn't be smiling if I was you... I did come all this way to get placed, and I still intend for that to happen..."

Hearing that, Flashlight adopted an agape-mouth look of horror as he slowly backed away. "No, Princess, please! Alicorn stamina is ridiculous! I'm just one stallion, and you last left me and my entire garrison bruised and battered the last time you wanted to get 'placed'."

With her shadow growing larger over him, Luna slowly neared. "Cry all you want, Flashlight, it's happening."

Flashlight gulped. "Please...be gentle..."

She wasn't...

The following morning, Dusk awoke with a killer headache. Moving sluggishly to sit upright on the end of his bed, he held both sides of his head, feeling like his brain was splitting in his skull. Yup, that would definitely be the first and last time he challenged Rainbow Dash to a drinking contest. Trying to mitigate the heart-pounding, pulsing pain in his head, Dusk laid flat on the bed, wondering what happened yesterday.

He knew he lost the drinking contest, the headache was an unwanted memento of that, but his mind was plagued with so many questions. How'd he get home? Why does his bed smell funny? And why did he have a weird dream about a crying bat just outside of his window?

Raising off the bed, he shrugged to himself as he walked down the stairs. Eh, whatever I did, at least it passed the time. Guess I can hang out with one of the girls today.

After going into the bathroom, and adding swallowing an aspirin to his morning ritual, Dusk proceeded to go downstairs. He didn't know why, but, other than the annoying headache, he felt good...like, really good. There was a noticeable spring to his steps as he descended the stairs.

However, once he made it downstairs into the library, Dusk was surprised by what he saw.

"Girls?" he said, pulling his head back in surprise. His friends were all there, Applejack, Rarity, Pinkie, Fluttreshy and Rainbow Dash, all of them facing him in a semi-circle. "What are you all doing here? It's early!"

Rarity was the first to speak up. "Ah, pardon the intrusion, darling. But Rainbow here gathered us much earlier to discuss something with us."

"Yeah," Applejack said with a nod, "somethin' 'bout ya'll, actually. An' I jus' wan' to be the first of us to apologize."

Dusk cocked his head to the side. "Apologize? Apologize for what?"

This time, it was Fluttershy's turn to speak. "For um...for not including you in our outings." Her head lowered, she brushed her mane out of her eyes before continuing. "We didn't mean to make you feel left out."

Dusk was confused by all this. "Wait, how did Rainbow know this? I never told that to any of--" Suddenly, the haze that was last night began to clear a bit. He could recall bits and pieces of what happened last night...of what happened in his bed...with Rainbow Dash.

"Yeah, Dusky!" Pinkie exclaimed, wrapping a hoof around the shoulder of an extremely red Dusk. "So to make it up to you, I've got a sleepover planned tomorrow, and you're definitely, positively, absolutely, one-hundred percent invited!"

Too embarrassed to look up and chance a look at Rainbow Dash, Dusk spoke towards the floor. "Oh...g-great..."

"Hey, cheer up, egghead," Dash said, placing a hoof under his chin and moving his head up. "Now, I know that you're probably gonna feel weird, being a stallion in a room full of mares and all," her smile turned mischievous, "but I'm sure there's an activity we can do together that we'd all enjoy."

Dusk tensed, his heart-rate skyrocketed. Why were the girls, even Fluttershy, all sharing Rainbow's smile. Suddenly, he found himself the victim of a group hug.

"We are just going to have the greatest time," Rainbow whispered into his ear.

"Uh, gee...c-can't wai--" Dusk's face turned serious. "Um...who are you? And how'd you get in my house?"

Limping past the group and towards the door was Flashlight, his face wincing with every step.

"Oh, uh...don't mind me... Just got placed is all..."

Author's Note

Here's my patreon. Come on guys, I'd really like to go to my first ever convention. Babscon.