Scootaloo was in her own personal little heaven. She knelt at the side of Rainbow Dash's cloud bed, with Rainbow's hind hooves draped down over her back and Rainbow's inner thighs squeezing tightly on either side of her head. Her mouth was swimming with the tangy nectar of Rainbow Dash's pussy, but she still licked up more, desperate for as much of this forbidden treat as she could possibly get. Even though her cock stood tremblingly erect underneath her belly, she didn't so much as touch it. She gave every last bit of her attention to drawing more of those wonderful little moans out of Rainbow.

Ever since Scootaloo had managed to catapult herself up to Rainbow's doorstep with her scooter, a big ramp, and a giant homemade slingshot, the enchanted thigh-high socks she was wearing on all four hooves had been working their magic. No more of this “You're too young for that kind of thing, Squirt” now! This time, Rainbow had been entranced from the moment she saw Scootaloo ... and since Scootaloo was always head over hocks for Rainbow, it hadn't taken either of them long to find their way inside to Rainbow Dash's bedroom.

And now ... now all that licking and worshiping at the temple of Rainbow Dash's pussy was close to paying off. Scootaloo was really glad she'd paid attention during Princess Cadance's cunnilingus lesson. Every time her tongue slid up and over her idol's winking clit, Rainbow squeezed her hind legs a little tighter around Scootaloo's head and gasped a little more deeply. Scootaloo's entire world consisted of the hot, steamy space between Rainbow's legs and the slick pink paradise her tongue was able to visit just inside Rainbow's pussy.

... Which is why she didn't notice Rumble barging into the room until Rainbow shouted out, “Hey, what's he doing here?”

Scootaloo pulled her head out from between Rainbow's legs and looked behind herself, just in time to see Rumble wince. His fluttering wings stopped moving, and he crashed down to the cloud floor.

“I'm sorry!” He said, his voice strained. “I know I shouldn't have, but...” His eyes drifted toward Scootaloo's hind legs and the purple socks she was wearing. “But...”

“What is it?” Scootaloo said. “Can't you see we're kind of in the middle of something here? Come on. Princess Cadance should do a lesson about not being a cock block.”

Rainbow patted her head from behind. “Hey now, Scoots. That was kind of mean. At least let him explain first.”

Scootaloo rolled her eyes and sighed, but didn't say anything.

After a few moments of quiet passed, Rumble finally seemed to get the idea. “Well, um... It all started when I saw Scootaloo putting on those stockings. I... I just couldn't stop thinking about her! I tried to – I really tried. I was going to go test out the magical enhancement I'd gotten with Dinky, but when I tried to talk to her, all I could think about was Scootaloo! I just had to come find her!”

“Magical enhancements, huh?” Rainbow laughed a little. “I remember my magical enhancement lesson way back when I took Sex Ed.”

Scootaloo had a lot less patience for the interruption. “These socks are only for Rainbow Dash. Go back down to Ponyville and find some other mare to play around with.”

“But I need you!” he insisted. His tongue lolled out a little as he stared down at Scootaloo's legs.

“So what kind of enhancement did you get to try out, kiddo?”

Scootaloo turned back to Rainbow. “No! Don't encourage him! This was supposed to be special, just for the two of us!”

Rainbow rolled her eyes and smirked back down at her. “Oh come on now, Squirt. You don't get to pretend like you're little Miss Romantic after you show up at my door with magic socks that make me want to do it with you.”

Scootaloo's jaw dropped. “You... You knew?”

“Well, duh. Everypony knows about those. You think you're the first ponies ever to go through Sex Ed class? Back when I was just a little filly in Cloudsdale, Fluttershy got a set of socks just like those for her magical enhancements lesson, and I was all over her.”

“But ... but... If you knew, then...”

“I mean, now that you've got your cutie mark and you're all legal and everything, you could have just asked.” Rainbow laughed again. “There's no way I'd turn down my number one fan, especially when she's a really cute fan!”

“R-really?”

Rainbow rubbed her hoof through Scootaloo's mane. “Sure thing, Scoots.” But then she looked up at Rumble. “So what enhancement did you get to try out?”

Blushing a little, Rumble reached behind his mane and pulled out a small jeweled ribbon with a little bow tie. “I got this... Princess Cadance says it's supposed to increase my volume, so I guess it, um ... makes me louder?”

“Not exactly.” Rainbow sniggered. “I guess you'll see soon enough, though. Why don't you come try it out with Scootaloo?”

Scootaloo laid her head on Rainbow's thigh, staring up at her woefully. “Aw... But I really wanted this to be special!”

“Oh come on.” Dislodging Scootaloo in the process, Rainbow got up off of her bed and stood next to it. “Let the kid have his little squirt.”

Scootaloo still wasn't convinced. She moved between Rainbow Dash and Rumble, a conflicted frown etching her face. Her wings stood outstretched and twitching.

Rainbow propped her forelegs up on the side of the bed and wiggled her rump behind her, with her tail raised high and proud. “I'll let you cum inside me... You do want to use that little filly cock of yours, right?”

Scootaloo's eyes went wide. “I ... I could cum inside? But I thought you only liked mares!”

She winked at Scootaloo ... both with her eye and under her tail. “Most of the time I don't really care for having a dick inside me ... but for my number one fan, I think I can make an exception.”

“Yes!” Scootaloo shouted out loud.

“You'll really do it?” Rumble said breathlessly, already rushing closer to her.

Oh. It took a moment for it to sink in, what she'd really agreed to. Well, okay. It wasn't as if she'd never fooled around with Rumble before. He was alright. And if it meant getting to cum inside Rainbow Dash... She'd thought that she'd just end up getting Rainbow to lick her pussy, maybe while stroking herself. But this? This was just too special to even consider passing up! “Yeah,” she said. “I'll do it. This is gonna be great!”

Now that she was decided, Scootaloo wasted no time in hurrying over behind Rainbow. Her little orange cock bounced beneath her, ready and eager to find its way inside that beautifully toned body on display right in front of her.

Unfortunately, well, Rainbow was quite a bit taller than her. When she tried to mount from behind, her cock just jutted up between Rainbow's hind legs, getting nowhere near the all-important winking pussy just in front of Scootaloo's chest. Rainbow saw to that quickly and easily enough, though. She only had to kick with her hind hooves a few times to get them to sink down into the cloudy floor, and in no time at all, she was just the right height for Scootaloo.

Trembling with barely-contained excitement, Scootaloo slid her little filly chest up and over Rainbow's larger – but oh so nicely curved – rump until she felt the tip of her cock bump into the furry warmth of Rainbow's inner thigh. She tilted her hips a little differently and tried again. Smooth, almost furless skin between her thighs this time, but not high enough. Then she bumped it up against Rainbow's other ass cheek. It slid inward, brushing against the stunning wet warmth of Rainbow Dash's pussy, but it slipped upward toward her tail instead of going in. Scootaloo let out a frustrated little whine as she tried again and again, but it never seemed to go in just the right spot.

“Hold on,” Rumble said, “I'll get it.”

Even though Rumble's voice had come from right next to her, Scootaloo was shocked to feel his hooves on her cock. She'd been so distracted with Rainbow Dash. When had he gotten there? He'd been so reluctant to even look at her cock last time, and now he was holding it, helping her get lined up just right for Rainbow Dash? Had he gotten more used to the idea after the homosexuality lesson, or was it just an effect of her wearing these enchanted socks?

Either way, it didn't matter. Once she felt the slick heat of Rainbow Dash's pussy against the tip of her cock, there was only one thing in all of Equestria that mattered to her. Slowly, reverently, Scootaloo pressed forward, inward. At first, her tip simply mashed up against the soft warmth, and she was afraid it would slip away to the side again. But Rumble held it steady and as she pushed a little more, it abruptly popped in.

A shudder ran through her whole body. She'd been inside other mares before. She knew what it felt like. But this wasn't other mares – this was Rainbow Dash. Even though it physically felt pretty much the same, everything about this was different and new. It was like her very first time all over again, every steamy detail crisp and clear. After slipping only a little way inside, she pulled back and then pushed forward again, working her way in gently, spreading Rainbow's slickness all over her shaft. She could feel every soft contour of Rainbow's inner walls as her cock slid in deeper, always a little deeper with each push.

Now that she was nicely inside Rainbow Dash, though, Rumble was no longer needed to hold her cock in place. And he didn't waste any time – his forelegs were sliding up against Scootaloo's little rump before she'd even realized he let go of her cock. He didn't need any help getting things lined up. The first hint she felt of Rumble's cock was when the warm tip of it touched right in the middle of her pussy. She barely had time to gasp before he shoved it right on in.

The pressure of Rumble's thrust from behind her pushed her forward into Rainbow Dash faster than she'd planned to, but that didn't seem to bother Rainbow at all – she just moaned slightly and shifted her hips a little as Scootaloo's cock hilted fully inside her delicious warmth. Scootaloo, though, squeaked out a shocked little cry as Rumble's cock suddenly filled her. It was so overwhelming, being filled from behind even as her own cock nestled into its new heavenly home, surrounded by Rainbow's supple inner softness. Scootaloo's pussy winked encouragingly around the base of Rumble's cock, just like Rainbow's pussy winked around her own.

Rainbow looked over her shoulder at Scootaloo. “There you go, Squirt. How's that?”

As much as she wanted to respond with something intelligent – or at least intelligible – and impressively nonchalant, all Scootaloo could manage was a deep, shuddering moan. Something twitched. She couldn't tell if it was Rumble's cock, her pussy, her cock, or Rainbow's pussy around her cock. Everything was blurring into one seamlessly overwhelming flood of tingling bliss, inside and out.

Rumble overcame the initial shock of pleasure more quickly than Scootaloo ... which only made sense, given that he only had half as much to deal with. He pulled back out in a long, smooth motion that made Scootaloo tingle from the inside out before suddenly pushing right back in again, making her drop down against Rainbow's back and moan into the warm blue fur between Rainbow's wings.

After that, he really got into it, digging his hooves firmly into Scootaloo's flanks as he thrust into her again and again. His little huffing groans came more and more frequently as he worked himself inside her.

Rainbow turned and looked back at her again. “You doing okay?”

“Uh-huh!” Scootaloo yanked her head up from Rainbow's back, almost bumping into Rumble's face in the process. “I'm... I was just—” She cried out a little as Rumble gave her a particularly hard shove from behind. “It's just so good.” Her eyes went half-lidded. Rumble's thrusts were moving her just slightly inside Rainbow's pussy, and it was feeling almost as good a that first penetration had.

“Well don't be afraid to really give it to me, alright?” Rainbow winked at her before turning her head back to face away again. “Don't worry, I can handle it – you won't break me!”

Scootaloo gripped Rainbow's hips more tightly, just like Rumble was holding her in turn. She was not going to let Rainbow Dash down! But as soon as she tried to pull back for her first real thrust, Rumble's thighs crashed into her ass cheeks, knocking her right back into Rainbow's pussy.

She tried to match up with Rumble's rhythm, pulling out as he did, shoving back in at the same time ... but it just didn't work. Try after try, they kept ending up out of sync and she'd end up squeezed tightly against Rainbow again, her cock lovingly squeezed by Rainbow's inner walls, but not able to move like she wanted to. Why did his rhythm have to be so rough and unpredictable?

Before long – she'd never had much ambition toward being a patient pony – she turned her head around and glared at him. “Hey! What's wrong with you?”

He paused, still almost all the way pulled out. She'd startled him so much he forgot to push back inside her. “Wrong with me? I was just...”

The way he was positioned, though ... that gave Scootaloo an idea. “Hold still right there,” she told him.

“Huh? What's—?”

This time, when Scootaloo pulled back from Rainbow, it pushed her right back against Rumble. Yes! Now that was nice! The feeling of slipping out between Rainbow's slick inner walls came right along with the feeling of Rumble's warm cock gliding back into her own pussy.

Rumble just moaned incoherently behind her ... a moan that was echoed from Rainbow Dash a moment later when Scootaloo went the other way and pushed back into her. Now that the ponies on either side of her were being still, Scootaloo could properly enjoy fucking and being fucked at the same time.

And oh was it enjoyable! She had never felt like this before – it was easily the best sex she'd ever had ... and that was before considering the beautiful view in front of her and the sheer incredibleness of having her cock inside the Rainbow Dash!

It was so good, in fact, that the tip of Scootaloo's cock began to flare out inside her, spreading Rainbow's inner walls and making them glide more tightly around her tip. She grit her teeth and huffed out heavy breaths through her nose as she thrust again and again. That deep, soft warmth inside Rainbow's pussy – it was driving her crazy! And every time she pulled out for another thrust, instead of losing sensation, she got a whole different sensation of being filled from behind. And then more than filled – Rumble was already beginning to flare up, too!

Of course she didn't last long, not with a feeling like that! After just a few more moments, she couldn't take it anymore. With one last glorious glide against Rainbow's inner walls, she pushed her cock in as deeply as she could possibly go. “Rainbow, I'm—” She cried out deeply, already feeling the hot pressure of her orgasm welling up deep within. Her little filly cock throbbed, unloading the first thick stream of her cum between Rainbow's inner walls, flinging ropes of hot filly cum deeper into Rainbow's welcoming pussy. She trembled in place, pumping spurt after spurt. It was like her body knew how important this one orgasm was. Who knew if she'd ever get a chance to cum inside Rainbow Dash again? She had to make this count as much as she possibly could.

Even so, her orgasm did begin to subside before long, her little spurts growing fainter and smaller. But that was about the time Rumble finally figured out that she wasn't about to push back toward him again, so instead he thrust his cock back into her, sandwiching her against Rainbow Dash.

The feeling of Rumble's flared cock sliding deep inside her tight filly pussy sent a wave of tingling heat through her, and before she knew it, her orgasm had redoubled. She came again inside Rainbow, her cock gushing more than ever before as Rumble worked himself inside her. His moans matched her own as he pumped his cock in and out of her increasingly spasming pussy.

Just as Scootaloo's second wave of orgasm finally fizzled out and her filly cock began to soften inside Rainbow's pussy, Rumble prevented her from pulling out by ramming himself against her from behind, shoving his swollen cock as deep and hard as he could.

The moan Rumble made as he came was unlike any Scootaloo had ever heard before: high and strained to begin with, it thinned out to a shocked and desperate squeak by the end. A moment later, she knew why. Cum flooded into her pussy, hitting her in a massive warm wave that filled her to the brim with the very first swell. It filled every last smidgen of space inside her and even burst out, spewing from between her pussy lips and the base of Rumble's cock, and it just kept flowing in one massive, continuous stream.

So much of it came out – more than most full-grown stallions could boast of – that when that long stream finally stopped, Scootaloo thought that would be the end of it. But Rumble still clung tight and quavering to her back. He let out another little cry ... and there came another flood, even bigger than the first.

Scootaloo cried out herself this time. Even though a lot of it was spewing out around the base of Rumble's cock, there was just too much! It couldn't all get out that way. There just wasn't enough room. She could feel it stretching her from the inside, an uncomfortable, but deeply warm and squishy feeling as the cum jetting out and swirling inside her forced her overfilled filly womb to stretch out for the very first time. And Rumble just kept going! He showed no signs at all that he was about to stop – the third burst of cum to come streaming out of his cock was just as big as the first two all over again.

By the time Rumble finally stopped, Scootaloo's belly was big and swollen as if she'd just gotten back from a big Hearth's Warming feast. It was so big now that it pressed tightly against the curve of Rainbow Dash's ass, forcing her to pull back a little ... just enough for her now-limp cock to slip out of Rainbow's pussy, leaking out a thin drizzle of cum between Rainbow's hind legs.

When Rumble pulled out of Scootaloo, though, it was a whole different experience. She felt the warm deluge of it slowly roll down both inner thighs, and before Rumble's forehooves even hit the ground, she was standing in a soupy white puddle. At least the cramping pressure inside of her lessened some. She was finally able to take the deep, shuddering breaths she needed to recover from her own orgasm.

And now that Rumble was out of the way behind her, she could finally slide off of Rainbow's back. She staggered backward a little, then tumbled down onto a vacant spot on the floor ... which was thankfully nice and soft. Thank goodness for cloud architecture!

Rainbow herself hopped out of the little hole in the floor she'd made, then turned around to look at Scootaloo. At first, she had a sly grin that made her look like she was about to say something smug about her own sexual prowess, but when she caught sight of Rumble's puddle out of the corner of her eye, she suddenly looked at it instead. “Woah!” She stared at the way it slowly seeped through the cloud layer. “I sure hope nopony's hanging out beneath my house right now...”

“Oh, um...” Rumble backed away for a couple steps. “I'm sorry. I'll—”

“Don't apologize, kiddo – that was awesome! That little enchantment you've got really is something!” She flitted over to next to Scootaloo and prodded at her newly pudgy belly with one hoof. “What does that even feel like, Squirt?”

Scootaloo smiled back up at her. Even if Rainbow wasn't paying as much attention to her as she might have liked, the afterglow of getting to come inside Rainbow Dash was still a heady elixir coursing through her. A little bit of herself would still be there, still inside Rainbow Dash. They were connected now, as intimately as any two ponies ever could be. She felt like she could just drift away on a little glowing cloud of bliss. “It's... You were amazing...” Looking right up into Rainbow's eyes, she even let out a little whimper. “Best day ever!”

“Well, yeah. I am pretty awesome. But what about Rumble?”

Scootaloo shrugged. What about him? As far as she was concerned, he was just kind of there as an afterthought. The only pony here she really cared about was Rainbow Dash.

But, sadly, that very same Rainbow Dash was turning her attention away from Scootaloo. Instead, she eyed Rumble and rubbed her chin a little bit. “Say, kid... You think you've got another one of those in ya? I wouldn't mind finding out how it feels first-hoof.”

Rumble stared at Rainbow Dash for a little bit, and his cock stopped retreating back into his sheath. After he took one glance at Scootaloo – especially her sock-clad legs – though, it slid all the way back out, hanging below his belly and beginning to rise again. “Yeah ... I think I could maybe go again.”

“What?” Scootaloo shot up, her post-orgasmic fatigue forgotten, and rushed to block Rainbow's view of Rumble. “But ... but I thought you didn't even like colts! I thought we had something special!”

“We'll always have something special, Squirt.” Rainbow took a moment to nuzzle Scootaloo's cheek. But then she glanced over at the puddle again ... or what was left of it. Most of it had already seeped through the floor by now. “And yeah, I usually don't go for that kind of thing...”

Scootaloo gulped. “But...”

“But it's not every day you get to try doing it with a colt who cums enough to drown a yak!”

As Rainbow craned her neck upward to peer over Scootaloo's head at Rumble, Scootaloo reared up onto her hind hooves, holding her front hooves up to try and block Rainbow's view. It didn't have the effect she was hoping for – Rainbow would still be able to see Rumble just fine – but it did put her fancy new socks in Rainbow's line of sight. The reflection of them glimmered for a moment in Rainbow's eyes.

“You know what would be really special, Squirt?”

Scootaloo paused, her hooves still raised. “Um ... what?”

“How about I suck you off while Rumble does his thing? I've never ever had a dick in my mouth... Even in my Sex Ed class, I went with a filly instead of a colt for that lesson. But, you know, there's a first time for everything, right?”

Scootaloo's eyes went wide. “I'd... I'd really be your very first?”

“Uh-huh!”

She had to wait a few moments for the fireworks in her head to finish popping and sizzling, but once they did, she shot up into the air on a burst of her wings. “Yes!” Of course, she plummeted back down to the floor a moment later when her wings failed to keep her aloft, but that didn't curb her enthusiasm in the slightest. Rainbow Dash really did think she was special! She didn't do that with just anypony. She didn't do that with anypony at all! Not anypony ... except Scootaloo! Beaming, she bounced up and down a little, her wings still buzzing.

“Easy there, Squirt.” Rainbow slipped up next to her and laid a hoof over Scootaloo's withers to calm her down. “You just plop yourself down on the edge of the bed there and relax. I'll take care of everything.”

Scootaloo instantly did what Rainbow said. She had herself planted down on the edge of the bed in the blink of an eye, leaving Rainbow there with her hoof draped over thin air.

Rainbow stared at where Scootaloo had been standing for just a moment, then looked over at her on the edge of the bed and smiled indulgently. “Nice! If anypony can appreciate a bit of speed, it's me.” Then she glanced back over at Rumble. “And you... You just follow me over to the bed. I'm pretty sure you can figure out what to do.”

Scootaloo's cock was already slipping back out of her sheath a little bit as Rainbow Dash came over to her, right up in front of her, and nearly at the right height – her head was practically between Scootaloo's legs already!

Once there, Rainbow spared a couple moments to kick another hole in her floor just like she had for Scootaloo. But any feelings of jealousy Scootaloo might have had for the amazing experience Rumble was about to enjoy were quickly allayed when Rainbow nuzzled her way down toward Scootaloo's crotch, her eyes looking up into Scootaloo's the whole way.

Maybe that was why Rainbow didn't notice Scootaloo's cock coming up to meet her. It bumped her right in the nose, smearing a teensy bit of leftover cum and mare juices there. That brought Rainbow's attention away from Scootaloo's face and down to her cock instead. But to see Rainbow staring fixatedly – and a little bit cross-eyed – directly at her cock had almost as much effect on Scootaloo as seeing her idol staring up at her lovingly. Slowly, hesitantly, Rainbow stuck out her tongue and licked Scootaloo's tip.

It was breathtaking. The very first time Rainbow Dash had ever licked a cock and it was her cock! Scootaloo would have squealed in glee if she wasn't too afraid of ruining the moment. It only felt a little bit good, it was just one tiny lick after all, but how it felt didn't really matter. What mattered was that it was Rainbow – the real, actual Rainbow Dash – with her tongue on Scootaloo's cock!

As Scootaloo tried to come to terms with seeing that, Rumble came up behind Rainbow, all but unnoticed by Scootaloo. Rainbow seemed to notice plenty, though. As he came close, she lifted her tail nice and high for him, and when he mounted onto her back, she let out a little sigh that Scootaloo could feel on her rapidly hardening shaft.

Scootaloo wasn't even exactly sure when Rumble managed to get his cock inside Rainbow's pussy. She was far too focused on what was happening to her own cock as Rainbow slid her tongue all the way down her expanding length, from the tip right down to her sheath.

“How's that?” Rainbow said, looking up at her with another little smirk.

While Scootaloo could only reply with a wordless little whickering moan, Rumble had no problem replying. “It's great! You're so much warmer on the inside than Scootaloo!”

Scootaloo wasn't quite sure whether she should have been insulted by that or not, but the continuing work of Rainbow's tongue quickly took her mind off it entirely. Rainbow planted a series of small, wet kisses all over the sides of Scootaloo's shaft, helping it surge back to full hardness.

And once it was all the way hard again, Rainbow kissed her lips right against the tip. She glanced up at Scootaloo, then down at the cock in her face, going back and forth between the two for a few moments as if deciding if she really wanted to do this after all. Apparently she did decide to do it, because as Rumble really started thrusting from behind, Rainbow opened her mouth. Her soft, warm lips parted and slowly spread over Scootaloo's tip, soon allowing it to slide right into her mouth.

Scootaloo shuddered and moaned. She could feel the wet warmth of Rainbow's tongue along the bottom of her shaft near the tip, and the heat of Rainbow's mouth suffused into her entire tip. Just the sight of her down there with the familiar orange shape of Scootaloo's cock between her lips was enough to make Scootaloo feel a little bit dizzy ... but in a good, steamy way. This was beyond special. This was something she wouldn't have dared to even dream about, but here it was, happening right in front of her. Happening to her.

Every little thrust Rumble made pushed Rainbow a little deeper on Scootaloo's cock, opening up new worlds of pleasure for Scootaloo to enjoy. Ever little bit of her warm mouth was a wonderful vista of pleasure opening up before her.

Rainbow never actually went all that especially deep – Scootaloo's tip scarcely ever touched the back of Rainbow's throat, never going in, and even that much made Rainbow gag and made her eyes go teary. Rainbow didn't even seem to know how to do anything with her tongue other than to simply slide it up and down the underside of Scootaloo's shaft. Even in Scootaloo's very limited experience, it wasn't the most talented blowjob she'd ever gotten.

None of that mattered, though. It was still the best blowjob she'd ever gotten! Nothing could compare to looking down and seeing Rainbow Dash and her very own cock in Rainbow Dash's mouth. Scootaloo stared down shamelessly, her own mouth hanging carelessly open and her tongue even hanging out a little bit. Every bit of her mind was devoted to storing away memories of this incredible moment. Even if it never happened again, she'd be able to experience it over and over again from the huge mass of details her memory was stocking up with every moment. The way Rainbow's lips moved when they rippled up and down over the pink-mottled upper part of her shaft. How soft and luxuriantly sloppy Rainbow's mouth felt around her tip. And above all, the devoted and loving look in Rainbow's rose-pink eyes. Scootaloo reached down with one trembling hoof and ran it through Rainbow's colorful mane. She wasn't sure if she was allowed to at first, but once she did it the first time, she kept petting Rainbow like that over and over again. It felt so nice, so intimate ... and to be feeling like that with Rainbow Dash... Scootaloo would have given the world for this moment. She could scarcely believe it was really happening.

Rumble seemed to be enjoying himself, too, though Scootaloo didn't pay him much mind. Mainly she just noticed it in the way his increasingly energetic thrusts made Rainbow's mouth move on her cock. And soon, the way they began to make Rainbow moan slightly, her sounds mixing together with his.

Scootaloo added a few soft moans of her own into that little chorus. This was so nice! She never wanted it to end. This was all she ever wanted in the whole world!

Of course, it did eventually come closer and closer to an end. Even though both she and Rumble weren't as pent up as they'd been the first time, Rainbow Dash was still an amazing mare – the most amazing mare ever! – and there was only so long anypony could last while enjoying her the way Scootaloo and Rumble were.

The first hint of it was from Rumble. His breaths came in harder, more savage little huffs, and his rhythm didn't stay quite as steady as it had before. He faltered, often holding his cock as deep as he could go inside Rainbow's pussy for long moments before going back to rapid, frantic thrusting.

Scootaloo knew the feeling, even if she wasn't the one doing all the action this time around. She was breathing heavily herself, her legs tensing against the edge of the bed and her hips moving a little, trying to push deeper, to slip her cock down Rainbow's throat. Not that Rainbow would let that happen, of course. She always carefully kept herself from gagging ... and Scootaloo couldn't blame her. It was the most special thing Scootaloo had ever experienced that this was happening at all. She wasn't about to start complaining about any last bit of it. Anypony could suck a cock, but only Rainbow Dash could be Rainbow Dash.

Even Rainbow herself really seemed to be getting into it. She moaned more and more deeply around Scootaloo's shaft, her eyes slowly drifting closed as she let herself be used by the two younger ponies.

Scootaloo licked her lips. Rainbow was probably feeling Rumble flare up inside her, and Scootaloo remembered exactly what that felt like. It had happened to her only moments ago. Her own cock was beginning to flare, too, and to Rainbow's credit, she didn't back off in the slightest, even when her mouth started to feel pretty tight around Scootaloo's swelling tip. In fact, that even made her moan a little louder, as if she was really enjoying having the tip of Scootaloo's cock take up all the space in her whole mouth.

The very idea of that drove Scootaloo closer and closer to her finish, but it turned out that Rumble beat her to it. He pushed deep inside Rainbow one last time, his hooves gripping tight around her slim, athletic flanks, and he let out a long, shuddering groan. His tail bobbed in the air behind him as his cock pulsed another massive load into another mare.

The feeling of Rumble's cum gushing into her must have set Rainbow Dash off, because she suddenly stiffened, humming out a long, desperate moan around Scootaloo's shaft. She jerked forward, finally losing control of herself ... which meant that Scootaloo's cock finally plunged down her throat, flare and all. It wasn't her entire length, but it was enough. More than enough.

Rainbow's surprisingly tight throat clenched around Scootaloo's flared tip, and the deep, soft warmth of her was incredible. It was nothing next to the dizzying sight of Rainbow Dash – rainbow mane and all – with her head down between Scootaloo's legs, with Scootaloo's cock deep in her throat, moaning as if begging for Scootaloo's cum.

Scootaloo forced herself to keep her eyes open as she came, as her little filly balls clenched and her ardently stiff cock visibly pulsed ... as she sent her second load streaming straight down Rainbow Dash's throat.

Rainbow's belly began to noticeably swell a little to either side, and even though Scootaloo knew it was Rumble who was causing that, she couldn't help but make believe that it was her cum coursing down into Rainbow's belly and filling her up like that. It made her real orgasm redouble, spewing even more filly cum down into Rainbow's throat. It made Rainbow cough a little, swallowing desperately to keep up ... which only enhanced the illusion for Scootaloo.

It was a magical moment for her. The culmination of years she'd spent idolizing and fetishizing Rainbow Dash, all distilled down into one impossible moment – distilled down to the sound of Rainbow desperately gagging down her cum, to the feeling of Rainbow's throat convulsing around her filly cock, to the heartbreakingly sincere way Rainbow's tear-filled eyes quivered as they looked up into Scootaloo's.

When Scootaloo had finally given every last drop she could spare, she flopped backward down onto the bed, her forehooves flat to either side of her and her little orange chest heaving. She felt absolutely drained, as if she'd given Rainbow every last drop of her energy along with every last drop of her cum.

She could only tell by the sound of it when Rumble pulled his cock out of Rainbow – a thick wet splashing sound, and a slight moan from Rainbow Dash, with her mouth still around Scootaloo's cock.

And Rainbow kept her mouth there, even as Scootaloo's shaft softened. In fact, that softening probably made it easier for Rainbow to stay in place. Her warm throat and mouth caressed almost all of Scootaloo's length as it slowly retreated, and Rainbow eagerly gulped down the last little dribbles of cum that drained out.

Despite her fatigue, Scootaloo forced herself to sit back up and look down at Rainbow. “Rainbow Dash,” she breathed, almost afraid to say it, as if that might break the spell somehow and drag her back into a world where this kind of thing could never happen. “You're ... you're so awesome! And amazing! And incredible! And, and... And I love you! I love you so much!”

Finally, as Rumble simply stared at the mess he'd made of Rainbow's backside, Rainbow Dash let Scootaloo's cock slip out of her mouth and flop downward. She grinned back up at her with a twinkling eye and sloppy wet lips. “Yeah. I know.”

Author's Note

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