The Naughtiest of Spells

“That w-works for me!” Rainbow sat up and laid back against the pillows at the back of the bed. She spread her hind legs and sent a hoof downwards to twirl her clitoris. She flicked her eyes up to find the deepest of blushes on Twilight’s face. “What? If you’re gonna fuck me, I gotta get myself ready...” Each twirl from her hoof sent little shocks of pleasure through her, making her hind legs twitch on their own.

“Here, let me help...” Twilight said softly as she leaned down, a sly smile on her face. She licked Rainbow’s slit from bottom to top, then wrapped her lips around her clitoris. She drew several random numbers and letters on it with her tongue, occasionally flicking it. Twilight sucked very lightly because she knew Rainbow’s clitoris was a little sensitive.

Rainbow gasped softly and spread her legs even more for her lover. “Oh yeah, that’s the spot...” She snuggled up against the pillows behind her and let loose a soft moan when she felt Twilight’s tongue tease her entrance. Looking down, she saw her lover’s tongue glistening with her arousal. “Okay, I think I’m ready, hehe...”

“Yeah?” Twilight winked at her and grinned. “You sure?” She pushed her tongue inside of her as far as she could, flicked it around, then wrapped her forelegs around Rainbow’s butt. Rainbow groaned and twisted, bucking her hips into her mouth, but Twilight held on with a fierce grip. After a few more moments, Twilight grinned and pulled her tongue out. She licked her lips, then softly lapped at Rainbow’s slit. “Hm... I think you’re ready, too. But when I said I wanted to go first, I meant that I wanted to be fucked first.”

Rainbow paused, then grinned. “Oh... okay! So you’re gonna give me the dick first, eh?”

Twilight dragged her tongue along Rainbow’s slit, then used a hoof to push her tail aside. “No, you’re going to give me the dick.” She eyed Rainbow’s moist slit and rubbed her chin, trying to figure out the best way to cast the spell.

Rainbow rolled her eyes with a light giggle. She rolled over onto her back and spread her hind legs wide, and after several seconds passed in silence, she asked, “Well, whatcha waiting for?”

“N-nothing!” Twilight snapped out of it, then lit her horn. “Heh, we’re both gonna get coal in our stockings by the time we’re done with this...” Focusing her magic on Rainbow’s clitoris, she took a deep breath and fed energy into the spell. Nothing happened after a couple of seconds, then right as she started thinking that this wasn’t going to work, Twilight saw Rainbow’s clitoris swell up, then grow. With a lusty glint in her eye, Twilight placed her lips around Rainbow’s clitoris and licked the forming cock up and down as it grew in her mouth. She heard Dash moan and buck her hips, but she paid that no mind.

Twilight poured twice as much energy into the spell, making the cock swell into the hardened length that she desired. She started salivating as the tip of the cock formed, and as the sounds of her sucking Rainbow’s cock filled the room, Twilight felt a sole drop of her arousal slip from her folds. The length was now about five or so inches, and as it pushed against the back of her throat, Twilight pushed her muzzle as deeply into Rainbow’s crotch as she could, then poured as much energy into the spell as she dared. Rainbow’s cock slid into her throat, steadily growing longer and wider. She felt it cut off her air supply, so she waited a few more seconds, then pulled back, teasing Rainbow’s new cock with the tip of her tongue all the while until all thirteen inches of it slid from her throat.

“Damn, Twi... if you had kept going, I would have cummed down your chimney!” Rainbow said with a stifled giggle, using a hoof to cover her smile.

Now panting, Twilight wrapped her hoof around Rainbow’s dick and stroked it, using the soft fur of her leg to tease her medial ring. When she saw a bead of precum form at her tip, she wrapped her lips around the semi-flared head and suckled while slowly dragging her tongue along the bottom of her head. “You feel ready to breed me, Dashie?”

“You have no idea...” Rainbow replied in a hushed tone. She stood up on the bed, her new length bouncing against her stomach. She lifted her right hind leg and peered down, observing her new tool. A thick pair of balls dangled from the base of her dick, simply begging to be drained. “So... how do you wanna do this?”

“Hm...” Twilight slid her hind legs off of the bed and spread them wide. “Like this?” She flicked her tail up, the heat from her nethers radiating like a wood-burning stove in winter.

“Hehe, sure...” Rainbow slid from the bed and mounted Twilight, her length sliding between Twilight’s legs. She wrapped her forelegs around Twilight’s barrel and leaned down onto her back. “You know I love you, right?” she asked, nuzzling the back of Twilight’s head.

Twilight smiled and leaned back into Rainbow’s warm embrace. “I know you do, Dashie... Just... go slow, okay? I’ve never been, well...”

“What?” Rainbow cocked her head to the side.

‘I’ve never been truly fucked before. This’ll be my first time, and... um...” Twilight blushed furiously, desiring to feel Rainbow’s lips upon her own. “I can’t imagine anypony else to take my virginity.”

“But we’ve already had sex, like... I don’t even remember how many times.” Rainbow lined herself up with Twilight’s opening. She couldn’t help but notice how warm her pussy was. “So you’ve never...”

“Never.”

“Oh, well... I’ll take good care of you, then.” Rainbow took notice of Twilight’s trembling hind legs as she pushed her tip inside. Twilight clamped down on her, making her moan softly. “Hehe, you gotta relax, Twi...”

“I know, I know... just, give me a few seconds... You’re pretty thick.” Twilight took a few deep breaths, then fluffed her wings. “Alright, I think I’m ready.”

Rainbow kissed the back of Twilight’s head as she pushed in another few inches, going as slowly as she dared. Twilight hissed and tensed up. “You doing alright?” Rainbow asked, her voice full of concern. She paused, rubbing the base of Twilight’s wings with the side of her forelegs. She felt Twilight clamp down on her length and hold her, making her shaft twitch with need. “If this is too much for you, we can stop if you want.”

“No! No, I... just need a few more seconds,” Twilight said with a sheepish grin. “This feels good, but... I’ve just never been so full before.”

Rainbow sighed in relief. “Take as long as you need. I just want you to feel good.” Twilight stayed silent for a few more seconds, then nodded. “You sure?” Twilight nodded again. “Kay...” She kissed the back of Twilight’s neck and pushed in another few inches. This time, Twilight didn’t clamp down on her, letting her push in up to her medial ring. Rainbow pulled back, then pushed her back up to her ring, starting a slow rhythm. Twilight moaned softly with each thrust.

Burying her head under her hooves, Twilight gave a moan fit for a mare in heat as Rainbow pushed her medial ring past her tight labia. She clamped down on Rainbow’s shaft, her clitoris winking repeatedly. Rainbow laid herself down over her back, embracing her in a tight hug. Twilight lifted her head from underneath her hooves and looked over her shoulder, only to find Rainbow’s lips upon her own. “I love you, Dashie...” She felt Rainbow nibble her left ear, then when she kissed the back of her head, Twilight panted, “Keep going... please...”

“You got it.” Rainbow picked up the pace. She felt her tip flare up, then her balls started twitching. She panted softly, and as the pressure built up in her orbs, she paused. “Gosh... I think I’m about to cum.”

Twilight glanced over her shoulder with a sly grin. “Already?” she asked with a giggle.

“Oh, come on, I’ve never had... well, this before!” Rainbow wrapped her legs around the front of Twilight’s wings, then thrust her length the rest of the way inside of her lover. She resumed her rhythmic fucking, then asked, “Hey, Twilight?”

“What?”

“You know why Santa Hooves’ sack is so big?” Rainbow chuckled. “He only cums once a year!”

“Oh, you and your silly puns...” Twilight said with a roll of her eyes. She pushed back and gyrated her hips, Rainbow’s balls caressing her clitoris in all of the right ways. Twilight bit her bottom lip as her eyes glazed over with pleasure.

“You know you like them, egghead.” Rainbow pulled back until her medial ring slipped out, then rammed all the way back inside, her balls slapping against Twilight’s clitoris. Twilight groaned lustfully as her pussy held Rainbow’s cock inside of her, then when she felt her pull back, she let go. Doing so felt natural, and it made her feel whole because of it.

Rainbow took a couple of small steps back and wrapped her hooves around her lover’s flanks. “Ready for the big finale?” Without waiting for Twilight to reply, Rainbow fucked her at a feverish pace, her toned muscles giving her the speed she wanted. Twilight went limp in her grasp as the sounds of their lovemaking filled the room.

Like before, Rainbow felt her tip flare up. “I’m gonna deliver my load of presents any second now!” Rainbow cried out. She rubbed Twilight’s right cutie mark with her hoof, then slapped in. Twilight’s wings snapped out as she moaned, then as Rainbow felt her mind go all hazy, she used her hind legs to spread Twilight’s just a bit more, giving her better access to her velvety-soft tunnel. Then, as she felt her orgasm wash over her, Rainbow seated herself all the way inside of Twilight and grunted. She laid down over her back again, pinning Twilight to the bed as she came.

Rainbow felt each load of her hot cum shoot into the deepest recesses of her lover, each shot becoming weaker and weaker. Panting heavily, she nuzzled the side of Twilight’s neck and relaxed. “How... how was that?”

Twilight grinned at the warmth emanating from her tingling pussy. “You did great, Dash, but... you didn’t make me cum.”

“Oh yeah? Well, we’re just gonna have to fix that, but...” Rainbow pulled her softening cock from Twilight’s cum-filled slit and nuzzled her butt cheeks, watching as her pussy tightened back up. As she watched her cum slip from her swollen folds to drip down her legs, Rainbow said, “My balls feel emptier than Santa's sack, so now that you’re all pent up...” And full of my cum! “Why don’t you cast the spell on yourself so that you can pump me full of your cum?”