Beneath Her Wings

Where I come from, Christmas Eve was supposed to be a time of fun and merriment. Not working to the crack of dawn in doc review. Technically, it was called Hearth’s Warming here in Equestria, but it was still the same thing. I thought being in Ponyville would be a good escape from a Canterlot firm. Instead, work related problems were following me anyway.

Mainly, the Flim Flan brothers, or whatever. They were finally getting some patents their way, making a decent amount of royalties off their inventions. They were brilliant, no doubt about it, all I did was help administratively. You’d think they’d be satisfied with all that money and renown.

Nope. They were not They still wanted to own Sweet Apple Acres over some perceived slight some time ago. They ordered me to aggressively negotiate a contract that would give the Apples only scant cut of the revenue. They had to know that the family would never agree to those terms.My frequent visits got me snorts and glares from Applejack. Big Mac was all right about it, though. He let me look at their finances, which were meticulously kept, actually. Fancy mathematics, indeed.

Anyway, it appears the two inventors were at their wits end with me, as much as I was at my own with them. They practically told me over the phone (a pretty recent thing in Equestria because of me) that if I didn’t get the job done, I’d practically be fired. I told them I’d see what I’d do, but I really wasn’t planning on doing that.

I shivered under my longcoat as the snow fell around me, my scarf doing only a little to protect me. It did look pretty fab, thanks to Rarity. Winters in Equestria weren’t intense snowstorms like some parts of Earth, but they were still very much cold. My boots squelched against the thick snow as I walked towards shelter. A safe haven, and a place of perverse doings as well.

I looked up at a particular cloud, and sighed wistfully. At least I had one pony who had my back. Even if sometimes she was very eager to be behind me for less than pure reasons, the mare that was always on my mind had a heart of gold. She really needed to get out here and pick me up. I cupped my hands and called out, “Ay, Rainbow! Get out here, my ass is freezing!”

Rainbow’s peaked out from atop her cloud home. She seemed relieved, impatient. She was a woman of many emotions. “‘Bout time ya got here! I’ve been waiting for hours!”

“Well, not everyone can be as punctual and fast as you, angelita.” I was being sarcastic, but I did mean that little title. She was my “little”(actually pretty swole) angel. The blushing smile she had told me she liked it, even if she wouldn’t admit it. “Can you come down and get me? Last I checked, don’t have wings.”

She rolled her eyes, and her head retreated. “I’ll be right there, just hold your horses.” She grunted as she seemed to be adjusting something. Her clothes? Did she really have a skimpy outfit in weather like this? I had little time to ponder it, as I heard snow crunch as hooves landed behind me. Familiar, powerful, sky blue arms easily wrapped around my frame. I couldn’t even protest, could only hear the flapping of wings as Rainbow and I briefly took to the sky. One second, I was on the Earth. The next, I was in Rainbow’s cloud home. Even while inside, Rainbow easily held me aloft, my feet not allowed to touch the cumulus floor. Only after a while did she release me from her bearhug, but her hands were still at my sides as she gently set me down. She watched intently as my feet touched her floor, ready to catch me if I suddenly began to plummet. She let go of me sides, yet still watched intently, making sure I didn’t suddenly fall to my demise. Only after a while did she give a sigh of relief, and gave me a warm, albeit still kinda crushing, embrace. “Thank Celestia that charm Twilight put on you worked.”

I wheezed, patting her muscled back even as she lovingly squeezed the life out of me. “Yeah,” my voice came out strained, “me too, mamacita.” I gave her a smile, my eyes pleading for relief, “Please let me go? I’m,” I wheezed again as Rainbow continued embracing, “kinda losing breath here, and I’m *cough* tired to boot.”

“Hmm, because of work, I bet?” She gave me mercy and let me go. She got down on a knee and was eye level with me. She looked sympathetic, her hands ruffling my hair she usually was. Now that I could get my bearings, I could really get a good look at her. She wore a handknit sweater, probably Rarity’s work. The sweater had the Hearthswarming origin story knitted on it, particularly the scene where the ponies removed the Wendigos from the premises. On her head was a Santa Claus (or Santa Hooves?) cap, a bell jingling at the end of it. She didn’t bother wearing anything on her lower body, her marble slabs she called legs on full display. Most importantly, her twenty inch cock was standing erect and ready for attention, but it had a wooly fabric sleeve covering it. On her tip, a decorative bow was placed. Her gigantic pleasure pole was like a gift in itself.

“H-how’d you know?” I inquired. She held off on the answer, apparently wanting to disrobe me first. I sighed, her strong hands now removing my articles of clothing. Once I was on my shirt and tie, she unbuttoned the shirt and partly revealed my bare back to her. She turned me around, both of us sitting on the soft floor as her strong hands began to gently massage my shoulder blades. She put her athletic strength to good use, her fingers adroitly easing my aching joints without issue or resistance. She probably picked something up from Aloe and Vera, as well, she was pretty good at this.

I felt her firm breasts against my back, and her covered hardon brushed against my pants. She sighed in contentment, and I lay my head on her bust as she simply put her fingers to work in her massaging. Her fingers still worked my back as she finally spoke, “Applejack wouldn’t let me hear the end of it. She’s pretty ticked with you over something.”

I sighed, both in relaxation and consternation. I had hoped there wouldn’t be any drama. “She has a right to be. I’ve kinda been pestering her over some faulty contract. It's really only to waste her time.”

“Because of the Flim Flam guys, right?” Dash really picked up on things fast. She didn’t seem upset with this, her fingers still massaging me and her muzzle caressing the top of my head as her legs around me kept me close to her. “But that’s not your fault, dude. You’re just doing what you’re told.”
“Yeah, but they’re not even satisfied with that, Rainbow.” I grumbled as I referred to my soon to be former clients. “Those two said if I don;t get them the farm someway, I’m getting the boot. The partners won’t be too pleased.” Even if this whole situation was stressing me out, Rainbow’s care was really helping me vent..

“Oh.” Rainbow gasped. “Damn, that sucks.” She looked down at me, her eyes showing sympathy. “At least you did that best you could with them, eh? I wouldn’t be able to deal with those eggheads for a second.” She continued to massage as she tried to cheer me up, “You did make those old, stuffy partners some bank, right? They had to have seen that.”

“Yeah, a real rainmaker.” I rolled my eyes, chuckling. Even with that, they’d be more than happy to let me go if it meant cutting costs. Maybe there was some xenophobia in that calculus, but I had to wait and see if it even came to that. “Thats enough of me. How about you, mamacita?”

“I’ll tell ya if you return the favor,” Rainbow smirked, letting me go. She lay on her front, her clothed back and folded wings revealed to me. I dutifully pulled the hem of her wooly sweater back, revealing her toned and muscled back in full. She shivered and moaned as my fingers went to work on her shoulders first. Her tree trunk legs kicked reflexively as she whimpered, thankfully not hitting me as I worked out her kinks. After a while of my handiwork, she talked. “Mmmmhm. Remember Lightning Dust?”

It took me a while, but eventually I remembered. “Yeah, the one that got booted from the Academy, because of some tornadoes that almost got Twilight and the others, right?” I tilted my head, curious as to where she was going this.

Rainbow sighed, leaning into my hands as I kept massaging her developed traps. “Yeah, her. It was really an accident, though, and I did make some those twisters. I wouldn’t rag on her too badly. ” Huh, that was a pretty good point. She knew about that whole situation better than me, so I said nothing, and she continued. “I’ve been trying to put in a good word for her. You know, try to get her back into the Academy, at least.” She grumbled in annoyance, moving her left wing out of the way so I could get underneath. “Spitfire is chewing my ear off for it, though. She’s been blacklisted, looks like.”

“Sounds kinda harsh,” I chimed in. It seemed Lightning Dust got the raw end of a deal. I tried to think of something else to say, but massaging Rainbow was taking a lot of my attention. It took a quite a bit of effort to move the corded muscle underneath her coat. It was worth it to hear her titter in appreciation.

“Oh, yeah, that’s the spot. Love those nimble fingers, dude,” Rainbow smiled back at me and sighed happily. A wing traced across my back, also pulling me closer to her. She then huffed again, as she remembered her grievance. “Now Dust is pretty riled up, blaming me for everything again!” She snorted in anger, placing her chin on her crossed arms, her tension apparent in her muscles. “It’s not my fault she decided to go all disaster movie with those tornadoes!”

I tried to calm her down. “Don’t blame her, mama. Like you said, she’s probably had a rough time after what went down at the Academy.” I kind of pitied her. Probably going through a rough patch, not knowing whether she would get employed or not. I was lucky to chance upon this wonderful pegasus in front of me, who gave me unconditional help and support.

Rainbow sighed, apparently forlorn. “Yeah, I guess. But it’s not my fault either!” She abruptly turned around, my hands now on her bust, her hands grabbing my arms in a firm but gentle grip. “Enough of that, though.” Her face had a wide, happy grin. “We gotta open some presents!”

I had to shake my head at both the change in subject matter and the fact. “I have presents? Here?”

She only rolled her eyes, “Duh! Why wouldn’t you? Thought I’d celebrate without you?” She giggled, grabbing my arm and dragging me with her as she dashed off. “C’mon, I’ll show you!”

I just followed behind her, my body easily being dragged by the stronger pegasus. If she was excited about it, it must’ve been good. We ran through her house, till we were in her living room. On the table, there was several presents.

Rainbow sat me down on her couch with one hand, the other reaching and grabbing from one of the presents. She placed it on my lap, smiling widely. “It’s from me!”

At that, the cockles of my heart warmed. “Awww, Rainbow,” my hand caressed her warm cheek, “you shouldn’t have. I have what I need.”

She rubbed her cheek against my hand, before taking my hand in hers. She gave a cheeky, closed eye smile, “Maybe.” She shrugged, “I wanted to do it anyway.” Her eyes opened, and focused on the still not opened present on my lap. “Well, come on! Open it!” She gently pushed my shoulder, which almost put me on my back.

I composed myself after the unintentionally hard shove. “Jeez, Rainbow, watch it, will you? I’ll open it, just hang on.” I took the gift in my hand, inspecting it. It felt like a glass vial of some sort. I wonder what it would be? I looked over at Rainbow, and the antsy expression on her face told me she would like it opened sooner rather than later.

I decided to cut the suspense, and began to unwrap this present. As the paper tore away and it revealed itself, it confirmed what I thought. It was Rainbow looked more and more giddy as I took the beaker looking item in my hand.

“So?” She really wanted some kind of review, it seemed. “Whaddya think? Awesome right?”
There was already one lingering suspicion on my mind. “This isn't some freaky, kinky transformation potion, is it? I fine with how I am.”

Rainbow waved it off, chuckling. “Nonono, nothin’ like that, dude. All it does is just keep you up in the air with me, without having to worry about some charm wearing off, we’ve been pretty lucky so far.” She shrugged, “For peace of mind, you know?”

Wait a second, hold up. “ Are you saying I-I could’ve fallen at any time?” She nodded, and I grunted. “And you didn’t bother to tell me?”

She shrugged, “I just had to hope Twi’s charms wouldn’t wear off.” She looked at me seriously. “And you know I wouldn’t let you fall. I’d be there to catch you.

I looked at the glass vial for a while. It had a sky blue color to it, appropriate for keeping me in the air. I look at Rainbow, “Might as well. Cheers,” I took a chug, and it tasted like cough syrup. Not the worst thing in the world. Not bad.

That wasn’t the only thing that happened of course. I felt my muscles begin to expand, my biceps getting swole. My thighs got larger and more muscular. Of course, I felt a tingling sensation in my crotch, as my penis grew. I really should have expected something like this. A potion in a place like this? Of course it was going to be fetishy.

Rainbow’s eyes widened, her mouth open like a fish. She wasn’t expecting this either. She only watched as my body expanded. After the whole transformation sequence, she scooted closer to me and examined my new body. She seemed just as surprised as I was as she carefully took my newly large arm in her arm. “I...wasn’t expecting this.” She flexed her bicep, comparing the size of her pythons with mine. She had nothing to worry about, she was still noticeably larger, and it probably held true with the rest of her. She smiled, and now her hand was caressing my now muscled chest. “I’m not gonna lie. This look is definitely suits you. Really cool.”

I smirked. This attention Rainbow was giving me was nice. It wasn’t a bad thing, I guess. “Heh, as long as you’re still bigger than me, mamacita.” I still had my preferences, and I loved being the smaller person compared to the muscled goddess of a pegasus that was Rainbow.

“I totally get that. Can’t fault you for your preferences,” she wrapped a wing around me, smiling down. “I know how much you like girls with some beef. Kinda like,” she straightened out her arm in front of me, and flexed, “this. You like this, don’tcha?” She made sure I got a good view of her large biceps and triceps. She tapped the lump on her arm, her hand slapping against her swole bicep. I couldn’t help but put my hand on that muscle, just gripping it. My hand slighly pressed it, but it still felt like a lump of rock. She laughed lightly, her free hand rubbing my head as she showed off her muscle. “Y’know how much I like your attention, babe,” she softly removed my hand from her arm, caressing my cheek with the other. “We should probably get to opening your presents, though.

I frowned a bit. I’ll admit, I really wanted to keep admiring Rainbow’s body. I could hold off it for a little while. Not to opening what the others had for me, though. Just to give Rainbow her presents. That gir dlid deserve it, even if she was perpetually naughty. Good thing I wasn’t Santa Clause. I smirked as I pulled gift from my coat, square and wrapped. “I’d rather just give you yours, Dash.”

The way her eyes lit up, how she gasped cutely as she knew what it was. “F-for me?” She quickly composed herself, “Well, duh. Of course for me. Cus I’m an awesome, good pony,” she still smiled warmly, though. “Thank you, dude!” She quickly got to opening it, and the resulting squee made it even better. “The official Daring Doo video game? So awesome!” The fact that there were video games in Equestria was thanks to me, honestly. I got some royalties, though, so it was all right...even if the crown did seize my Playstation and tore it open for it. For progress, I guess. I forgot about all that as Rainbow put me in a lovingly bonecrushing bearhug. “Thankyouthankyouthankyou thank you!” It hurt a lot less than before, but Dash was still Dash, in all her muscular glory.

I wheezed out again, “D-don’t mention it.” Please stop crushing me, even if it was cute. She eventually did, and I composed myself, taking deep breaths. “T-there’s more. For you.”

She tilted her head at me like a confused puppy, still gushing over her gift. “More? But I have everything that I could want! This,” she placed the vidya gaem on the desk. “You here with me.” She smiled, and cupped my chin. “Whatever it is, I don’t need it. I’m not a high maintenance type of girl.”

I put on my best puppy dog expression. “You don’t even want to see it, mamacita?”

It seemed whatever effect she had on me was mirrored by the effect I had on her, as her lip started trembling at my apparent cuteness. She then rolled her eyes, and relented. “Okay okay. Let’s see it,” she wagged her finger, stern. “But if I say it’s too expensive, you better return it! I mean it!”

Smiling, as I took out a small rectangular box. “Here.” Rainbow took it carefully in her hand, looking at it curiously. “I know you’re not jewelry, but I think you’ll like this.”

Her ears folded and her nose scrunched as she continued to examine the little box. “I mean, I’m not into this sort of frou-frou stuff. If you want me to have it...I guess I can have it.” She slowly opened the box, and carefully took the necklace in her hands. Even for a tough girl like herself, her eyes lit up in amazement. On a sterling silver chain that had little blue stones in its length, hung a pendant, a resplendent sapphire stone. As she held it up, her eyes widened, almost bugging out, as she recognized the particular stone. “Is that-”

“Yup. Cut from the Sapphire Stone!” I couldn’t help but be a little smug. It was both beautiful and was a must have if you were a real Daring Doo fan. I bet that Quibble guy would be jealous.
When I looked at Rainbow, she seemed almost worried. To my dismay, she quickly put the necklace back in the box. “You can’t afford this. I don’t know how you got it, but no way. This is museum type stuff.”

What? “I didn’t steal it, Dash! I bought it!” Why was she being so difficult this

Her hands were on my cheeks, and she looked at me with me sympathy. “I’m not saying you did steal it, dude! You’re too good for that, I know. Maybe the person you got it from did, though.” Her hand was on my hair, stroking my hair. “Just return it. It’s awesome you wanted me to have this, it is! But I don’t need it,” her lips were on my ears, whispering softly, “I’m fine, nah, I’m happy, with just you.” She started to nibble on my ear, and pushed her hard yet supple body against mine, really trying to convince me with snoo-snoo.

I put a hand on her chest, making her pause. “But I got this from Daring Doo…” Her eyebrow raised in incredulity, but I raised my hands. “I did! She’s the reason I got it at all! I wouldn't've been able to get it otherwise!”

“You didn’t tell me you knew Daring Doo!” She smirked as she scooted up closer to me, pressing her boobs against my chest. “What, did she get sued or something?”

“Actually, yes.” She perked up at that. That got her attention. “Apparently, a gentlestallion named Caballeron felt A.K Yearling was besmirching his good name, defaming it, even! Can you believe that?”

Rainbow was fully engrossed now, laying her head on my chest now. “Whatcha do?”

“Win.” I said smirking, but her expectant look told me she wanted the details. “It took a while, but I was able to prove all she said wasn’t true. Evidence of his robberies, stuff like that. Can’t really defame someone with facts.” My hands were now on the necklace. “I did it for free, but Doo really wanted her biggest fan to get something.”

Hearing all that, she took the necklace in her hand, and appraised it in a new light. “Well, when you put it like that…”She still seemed unsure. “Are you sure you didn’t spend a lot?” I nodded, and she began staring at the jewelry. After a while, she sighed, “Fine...I’ll keep it. For you.” She looked at me, “Not gonna wear it every day, though, F-Y-I. Just not my style.” She smiled at me as she placed it back in its box and put it to the side. “I could wear it in the Gala, though. Make myself all pretty for my man.” She rubbed her head and her rainbow man in my chest, acting like a giant, muscular, kitten. “Would you like that, daddy?”

I smiled as I stroked her beautiful multi-color mane, making her playfully purr just like a cat. “Yes, I would, mamacita.” I looked up at her as stood over me, straddling me between the marble columns she called leg. Her cutely wrapped yet still gigantic cock was now hard and right in front of my face. “There’s another thing I want, though…”
She looked at me playfully, pretending to be confused. “Huh? What do you…” she looked down at her covered pole and smirked back at me. “Oh...this?” She made her large member twitch. Damn, she knew how to turn on the seduction when she wanted to. “Yeah, I could give you this.” She bent forwards, her large, athletic body still acting very cat like as her firm butt stuck out. She was muzzle to nose with me. “I could give this to you,” she kissed my lips briefly, and rolled her large hips against my smaller ones, her significantly larger member rubbing against mine. “I’ll give it you all….night.”

“That sounds like a plan,” I smirked, and looked at her gift wrapped cock. I looked back up at her coyishly. “May I open my present, mama?”

“Of course, daddy!” She looked very much like Santa Claus to me, even having the hat, as she leaned back and brought her humungous pole closer to my face. I quickly began to undo the bow she had placed over the sock, making her moan in anticipation, as eager to show me her mare dick as I was to see it. I tossed the bow to the side, and removed the soggy fabric over it, and there was the only present I wanted. Her 20 inch marecock throbbed, happy to be free and giving me a show. Rainbow lovingly rubbed her balls against my face. “I can’t wait to have this inside you~. I’m gonna rut you all Hearth’s Warming long, you’ll love it.” Her tone was needy, she needed this just as badly as I did, aggresivley taking off my clothes with her nimble fingers. First went my coat, then my shirt. She yanked off my pants, until I was in nothing but my undies. Seeing my bare body, she licked her lips, and quickly took off her wool sweater, letting her firm mounds spill free. She then early pounced on me, mashing her lips against mine as our naked bodies pushed against each other. I knew if I let this go on, she’d take control and never give it back...not that was a bad thing. I pulled chin up, breaking the kiss. This made her whine cutely, as she scooted up and trying to get my lips back with hers. A finger on her lips made her stop, making her frown.

I chuckled a bit, “I was thinking, just thinking,” I slightly pushed myself off her, “that maybe I should go first?” I asked a lot less often than I should, now that I think about it. Rainbow on top was not a bad thing at all, she really knew how to give a mind-blowing fuck with her large tool. Can’t fault a guy for wanting to switch it up, though.

She didn’t take a lot of time to think about it, “Sure, dude! It’s the season, after all!” She gave me a coy smile as her hands undid some frilly undergarments that covered her balls and perineum. They didn’t really cover them, as her fat pair of nuts were still very apparent, straining against the garment. When she undid them, her revealed balls twitched as they met the open air. They contracted against her crotch, producing marecum that would soon fill me so wonderfully. But not for now, as turned around and presented her toned flank to me, along with the wet slit those nuts hid. She looked back and smirked, “Honestly, I thought you totally forgot about my mare bits. Figured you’d just let me rut ya when we did it.”

Really, did she gave me that little credit? I’d have to change that. “Well, you thought wrong.” My tone was harsh, and the hand that slapped her muscular rear was even harsher, leaving a red mark on her sky blue coat. “You bad muchacha.”

She gave a warbling whimper at my spank, her hands spreading her slit, inviting me in. Seemed she liked to be a bottom bitch just as much as she liked being a rough top. Even as proud as she was, Rainbow seemed to get a kick out of debasing herself, at least if it’s with me. “I’ve been a baadd pony, papi.” She looked back almost pathetically, almost looking out of place on a powerful body like hers. “I need to be punished…”

“And you will,” I assured her. I spanked that hard flank again, making her shake and moan. I hit her left cheek, leaving it red, and making her muscled legs spasm. After smacking that flank for several minutes, there were numerous red hand marks on her bodacious blue booty. She enjoyed it, judging from how she panted with each spank. My attention was now on winking marehood presented to me, particularly the nub of flesh above it. I got on my hands and knees, my face level with her cunt and I was assaulted by a mix of powerful musk and feminine scents. Those dueling smells only emboldened me, and I took her clit in my mouth. I lapped at it, getting a taste of her womanly water. She moaned in response.

When I softly began to nibble her clit, though, she cried out. “Oh, fu-!” She got a pillow and muffled her voice cracking whimper, trying to keep a semblance of dignity. As my omnivore teeth softly rubbed against it, she was quickly losing composure. She panted in need. Her large maredick twitched, wanting its owner to be filled as well. “D-daddy, please…” She finally said, clearly whining now.

“Please what?” I played dumb, continuing to lap at her bud of flesh. This time she snorted and huffed, was she angry with me? a hand shot out to grab the back of my head, now pushing my nose in her gash, at l. My nose only knew her vagina, the top of my head completely covered by and squished against her large buns of ass, my chin getting a good helping of her musky nuts. This was a rather pleasant way of being choked out.

It still sucked to not have oxygen.

“Y-you better rut me, or I’m n-not letting you go!” She was done playing nice, looked like. Even as much as she liked to bottom, there was a limit to what she would be denied. Looks like she wanted me inside her that badly.

She could be pretty wild sometimes. Her request was easy enough. “I will!” I tried to say, but it probably ended sounding completely different as I was muffled by her ass. She seemed to get it, and quickly let me go.

“Thank you, daddy.” She said apologetic. She turned her head away and wiggled her athletic ass and winking slit, up and down and side to side. When my hands were on her large hips, she breathed deeply in anticipation. I was in half a mind to deny her what she wanted for that stunt she just pulled...but it looked like she really needed this.

I couldn’t deny her. I straightened myself and handled my hard cock. It was larger now, about 9 and a half inches. Still a lot smaller than her own pole, but my size never seemed to be an issue with her. As I slowly pushed into her marehood, she moaned out in bliss. If she acted like she liked it, then she was a damn good one. Her dick told the true story, though, throbbing in want just as if she were the one doing the fucking.

“Ohhh, Celestia, Al, you’re dick…” She whispered in lust. She pushed herself further down my pole, her walls gripping me tight. They weren’t going to let my rod go if they had anything to say about. “It feels soooo nice...and thick~.” I pushed deeper in her, desperate now to fill this naughty angel with all of me. “I want it all…”

I moaned. God, it was so tight, she was going to milk it dry. It took every muscle in me just to push an inch in her extremely tight snatch, but damn, was it worth it. Her rhythmic gripping, her moans of need as I went further in her willing depths, it was all worth it. “Oh, Dashie,”

Rainbow whimpered in reply, just as desperate to have me bottom out in her as I pushed in and she pushed torward me. Finally, our hips met, and we groaned together. Her tight walls still gripped at me, making me fill her with precum. My head lay on her chiseled back and on a wing, it making making a surprisingly comfortable headrest. My arms wrapped around her large hips and toned abs. For some reason, this godesss of a pegasus was really keen on being topped by her inferior.

Rainbow straightened her posture, careful not to knock me off her posture, and turned her head. A large, blue hand cupped my chin. “C’mere, you~,” she huskily breathed out as her lips mashed against mine. She also gyrated her hips, making sure I was deep as possible in her tight marehood. The kiss was passionate, her tongue eager to explore my mouth that it easily wrestled mine down. I just lay on her large back and let her kiss me, didn’t move a muscle aside from my twitching dick. When she broke it off, her hand gently took mine and placed it on her gigantic, throbbing length. I could feel the warmth it exuded as it twitched. “See how hard you’ve got me right now, lil’ guy? How horny I am with ya?” She gently kissed me on the lips again briefly. “Don’t you ever think I’m not yours. I’m only yours, my awesome superstar.” Could this mare be anymore amazing and faithful? She was the finest woman I could ever get, dick or not. She placed my hand back on her powerful hips.

“I-I still sometimes think this a dream..” I muttered out to myself. She heard it, of course. She winked and smirked right back at me.

“Ain’t a dream, this right here is real.” Her strong hand patted my ass, trying to spur it to action. “C’mon, dude. Time to rut your mare,” her mouth briefly passed my ears as she got back to her submissive hands and knees, “she needs it bad.” With that, her head lay on the sofa, waiting for me to just take her.

Well, couldn’t keep the lady waiting. I began to pull out out of her tight snatch, causing her to moan as my bell end traveled along her walls. She didn’t move, seemingly happy enough to just take it, only moaning to voice her approval. My precum on her walls slickened my exit, making it smooth, or at least as smooth as her very tight passage would allow. I grunted in exertion and effort, my body sweating in trying to please the larger mare below me. Finally, only my bulbous tip remained in her snatch, even as her walls desperately tried to pull back me in.

She yelped in surprise when I harshly gripped her multicolored mane, but then moaned as I gave her a brief kiss. As our lips and tongues did their thing, I roughly thrust my entire length in her. “Ohhhhhh yeaaaah, thaat’s ittt~..” she groaned in pleasure as I was back in her. I pulled back and thrust again. Our eyes met, and she had an intense gaze as I drilled her. “Harder.” Oh, she wanted it rough?

I could give her rough. I thrust harder in her, making her grunt and wince slightly, but her large cerise eyes still had that intensity.

“I-is that all?!” Her high pitched voice harshly rang out close to my ear, our faces close to touching as I rutted her. “H-harder!” She bit out.

I was sweating profusely as I put my all in it, and into her. My dick pushed into her snatch for all it was worth, my legs having to push against her muscled hips, her toned flank, and her powerful tree trunk legs. Both of us panted as my smaller human body crashed against her larger, stronger pony physique.

She seemed to really like my efforts, thankfully. I could not fuck her harder even if I tried. ”Yeah,” she let me go at my own furious pace, content to just let me grab and rut her. “Yeah! Fuck yeah, that’s it! Keep goin’ like that!” She moved her hips now, putting a little of her own power as she thrust back against me. “Sweet bucking Luna, you’re so good at this!”

I groaned in pain, and pleasure, as those powerful hips crashed against my own. That potion made me a bit stronger, but this mare was like a force of nature when she got going. My hips were already starting to become sore, feeling it as I thrust against her nearly rock hard body. Her hips were supple enough though, that I could really dig deep and get in her snatch, allowing me to savor her tightness.

We were both sweating, her blue coat almost glistening with her exertion. Both of us loving the animalistic fucking. My hands found her perky tits, tweaking and squeezing them as I pushed in her. It only made her moan and made her own shaft twitch. My dick throbbed in her, hers twitched and leaked pre onto the sofa as I filled her. My hips were reaching their limit, yet my dick wanted to keep going. The spirit was willing, and I found my second wind, thrusting even harder and keeping her powerful body under me. Her wings pulled me close to her, letting me rest on her chiseled back as my hips pounded her harshly. She only cried out in bliss.

There was only so much I could do for her. I could feel my orgasm creep up, finding it harder to push inside her. My hands pawed at her breasts, struggling to hold her as my grip slackened. Her own dick throbbed wildly, her pre now a continuous leaking trickle. She had the same idea, as she looked back at me, eyes narrowed in lust and passion. “Y-you close, lil’ buddy?”

“Yes, mama.” I winced as I tried to thrust her harder. “So fucking close..”

“Oh my gosh, me, too. I’m right there with ya,” she winced along with me. Feeling what I felt, both of us in sync. Her hand found my chin, even as her chiseled body slightly shook from my thrusts, making me look her in the eyes. “T-together. Let’s do it together, ‘kay, dude?” I nodded,I was gonna cum inside Rainbow Dash. “One…” she breathed out, her walls eagerly milking me now, knowing what was to come.

“Two..” I grit out, my wad of cum creeping up my shaft.

“THREE!” We both cried out..oh fuuuck , it was such a huge load. My cries were muffled as I shoved my face in her coated back. Her cry was loud and cracking, both of us cumming. My load filled her up, and I could feel her walls happily milk me for more, her thighs shaking in bliss. Her own cock shot out a load, much larger than my own. The sofa under us was now dampened and a bit soggy as her white mare jizz covered it, thick ropes of her cum enveloping it. I came inside, she came on the couch. I had never cum this hard, some of my cum trickling out of her still winking snatch. Hers pooled under her body, the couch almost completely wet, and trickled down onto the cloud floor, most of it falling down to the earth that was hundreds of miles below us.

Both of us relented, mine slowing before hers. As mine petered out, her balls were still going strong. Eventually, though, we both stopped. Both of us panted as we tried to come down from our orgasms. I lazily pulled out of her, slipping out easy enough, some of my cum sticking to my tip in thin strands. She turned around and wrapped me up close to her, my back resting against her hard torso and my head nestled between her firm breasts as I lay atop her. My legs propped up by her larger muscled ones, my spent and flaccid cock laying atop her twitching and throbbing length. Her chin lay on my hair, as she sighed happily.

She laughed cutely as I lay ontop of her, and gave me a thumbs up. “That was awesome…” she hugged me a little bit tighter to her, eager to keep me close. Not that I mind, being close as possible to this amazing mare was a plus. “You were awesome, lil’ guy.” She gently rocked me, even as her twitching cock slightly throbbed under my ball sack. She crooned sweetly as we just lay there, content in our body heat. “Think you knocked me up back there?”

I chuckled as I lay my head on her warm, firm fleshpillows. “Maybe.”

“Hmmmm,” she nuzzled her chin on my head softly. “It was still cool anyway, having ya inside me.”

I couldn’t help but swoon at her words of praise. Just as long as she was content, I was content. My pleasure would always be tied to hers. Which was why that throbbing rod of hers was making me anxious. My pegasus still needed more. “H-hey, Rainbow…” she turned her head to me, humming in a questionining sound. “W-would you...like to do the same?”

She bit her lip at that, and couldn’t help but gently roll her hips, her gigantic pole sliding under my balls. “Y-yeah,” she admitted breathlessly. “I..” her lips kissed my cheek, her muzzle rubbing against my face in affection. “I want to give you the best fucking ride….make you feel sooo good with my dick, dude…”

“And I want you to take me.” I admitted. That was so true. I just wanted her to use me now. Hearing that, she squeed, and quickly stood up. She easily scooped me up in her arms, and carried me like a child. I couldn’t help but nibble at her blue nipples that were so close to my face, making her giggle.

She sighed, still carrying me in her strong arms. “I bucking love ya, dude,” her cheek nuzzled mine. She was so sweet when she wanted to be, I doubted even Fluttershy could be this tender. “You know that, right?” When I nodded, she pecked me on the lips. “I’m gonna show ya just how much.” It was a quick trip to her bedroom. When I saw Wonderbolts paraphernalia such as her flight suit and photo of her with the rest of the time, I knew I was there. She gently set me down on her unbelievably comfortable bed, and slowly joined me, crawling over to me. She gave a wide smile down at me as she looked down, ready to make some rough loving. Right next to us, Tank stood in his glass home, watching us with a slow smile. She turned to her tortoise, then back at me. She made a motion with her hand, gesturing for Tank to turn around, which he dutifully did.

I looked up at her for an explanation. “What was that all about?”

“He’s still just a kid...tortoise, I guess.” She said, her eyes lingering on him sweetly. When she turned to me, though, they were filled with lust. “I don’t want him seeing our naughty stuff just yet.” She straightened out, then sat her flank on the duvet, her cock twitching in anticipation. She smirked at me, “Come on over and see this dick, buddy.”

I complied, crawling over to her sedentary form until I was face to face with her humongous rod. All twenty inches of it throbbed, ready to enter me and claim me. My tongue trailed along her veiny member, making it twitch and making her moan. I went down with my tongue until I reached those plump balls of hers. They were now the size of large oranges, giving off a powerful musk as my tongue rubbed against the grooved flesh of her sheath. I could feel their warmth, “So big,” I marveled.

“Because of you, dude,” she rubbed my hair sweetly, her hand guiding me closer to her sack. “They wanna fill you up just as much I do, with some nice,” she pushed her balls forward, rubbing them against my face. Her musky nuts now the center of my being. “Warm.” Her voice wavered as she pushed them against my nose, both of us loving how her big balls flattened against my face. “Jizz.”

“Oh, I want it,” she had me by the balls now with just her nuts. I wanted her to fill my mouth, then my ass with her mareseed. Like I deserved. “I want your warm milk..your cream…” my tongue eagerly tried to lap her sack even as they rubbed against my face.

She giggled sweetly as she continued rubbing her twitching nuts, “I know. You deserve it, too….” she pulled herself back, keeping her sack close to my face, making sure I got a good whiff of her musk. “Just give em’ a kiss, and I’ll fill you up,” her hands rubbed her nipples, tweaking her breasts. Shit, she knew how to turn on the seduction. “I’ll fill you up sooo goood with my warm cockmilk…”

Easy. I quickly lavished her balls, getting all of their earthy scent. Her huge sack flat against my face, I took one of those big orbs as they twitched and produced that cum I liked so much. I kissed it, making the mare above me giggle again. I then put the large round teste in my mouth, loudly slurping on it. She moaned, loving the attention her balls were getting. She raised her legs straight up over her head, showing amazing flexibility even with her jacked body as she gave me better access to worship her sack. I took advantage, eagerly licking and sucking.

“Haaaah,” she moaned. “Gosh, you look so cute down there, dude.” Her hand stayed behind my head, making sure my mouth and nose got as much of her musk and taste as it could ever want as it pushed me forward. I don’t think I could ever stop wanting those balls. I kissed them, rubbed them, licked them, sucked them. Each of them, making sure none was left wanting. She was the one who had to put a stop to my testicle worship, tapping my head to signal a stop. I reluctantly pulled back, but she kept a hand gripping my hair.

She lowered her legs and spread them apart, making sure I got a good look at her gigantic maredick. It was coated in white sperm, a vestige from her earlier orgasm. It still twitched and fired off some pre, an amount that matched any orgasm. She was virile, no doubt about it. I inched forward and put my tongue on her veiny rod again. I moaned, savoring the sweet and salty taste of her cum and her pre.

“Mmmmm, I-I guess you know the drill…” she shakily moaned with me, playfully slapping her warm, wet dick against my face. “I can’t wait to fuck you, buddy. We’re gonna have an awesome Hearthswarming, just makin’ love all night.” My mouth was on her tip, bubbling with pre and giving me a sample of her seed. Her hand gently stroked my hair, smiling at me warmly, “You remember how to make it easier? Breathe through your nose, pucker your lips, all that? Your gag reflex is okay?” I nodded, eager to have her feed me. “Even with how I big I am?” She was such a far cry from her cocky self, when it came to topping me. Only gentle and accommodating, only letting loose once she was sure I could take her length. She patted me on the head, keeping her hand there as inched her fat tip past my lips. “O-okay, here I go, dude…” She gently pushed inside my mouth.

I had done this a lot of times. She was as gentle as could be, careful in trying not to deprive me of air. Her dick was still unbelievably long and thick, and I still gagged on her length, making her wince. She only cooed, slowing down her inexorable push down my small throat.

“J-just do your best, don’t have to take it all, lil’ dude,” she whispered softly, still feeding me her marecock. I felt every thick inch, even halfway her cock filling my throat and widening my gullet. Her sheer thickness pushed my tongue down, but I still tried to lap her veiny cock in my mouth, making it throb in pleasure and making her sigh wistfully at my efforts. Her medial ring was at my lips, straining to get in even with my mouth filled to the limit. She only stroked my hair, only gently rolling her powerful hips as she tried to give me more of her marecock. “C-could you open up a bit…?” She was sweet as could be, and it made me look up at her as I opened my mouth past the strain, her medial ring pushing inside. She blushed at the sight, stroking my hair. “G-good boy! That’s i-it! Th-there we go!” Her medial ring scraped against my tight neck, my throat bulging from her thick length. With a sigh, she pushed the last of her length inside me, her hand idly on my head, playing with my hair as her rod happily throbbed in my warm mouth.

She stopped, breathing as she observed me on her crotch, chuckling as she saw me filled to the brim with her pole, her thick rod’s shape visible as it strained my throat. “I still don’t know how you’re able to take me.” She smiled, letting her dick twitch and shoot precum past my trachea and into my stomach. “But you do, somehow…” She sighed as she lay back on the duvet, keeping her cock firmly lodged in my mouth. I gagged, but I still kept her in me. She could do whatever she wanted, I was hers. She was content, though, to lay back and feed me some of her pre, shooting directly into my stomach.

After a while, she turned to look at me, her cerise eyes showing she was ready to make me hers. “You ready?” I nodded, and she winked at me in appreciation. Her hands clasped my head, and she rolled her powerful hips back, her cock slowly pulling out of me and straining my aching throat. Her veins, her medial ring, I felt every inch of her as she pulled out until only the tip remained, letting me taste the pre that dribbled from her tip. She looked at me sweetly one last time, and blew me a kiss. “Love you sooo much,” she whispered There was no doubt of that, in her voice and nothing in the past. The fact remained, and I loved her just as much.

Even when she roughly shoved half of her thick length with a grunt. I choked on it, my face mashed against her muscled, veiny crotch, her balls on my chin. She didn’t let up, and I’m glad she didn’t. She only pulled back, and thrust even harder, making brutal love to my throat as her entire twenty incher was shoved back in.

She pulled back, and began to rhythmically ravage my tight throat. Her legs kicked out in pleasure as she tried her best to skull fuck me, thrusting up into me. “Fuuuuck, your throat is such a good cock sleeve,” She grit out, grinding her teeth, putting all of her power to use, just like I wanted her.

I choked and gagged, wonderfully so. I was still running out of air, fat dick making sure I didn’t get anything.. I was starting to black out. I had to tap out, my hands quickly tapping her muscled legs for a reprieve.

She gave one thrust, feeding some of her sheath, then cried out as she bottomed out with another. She slowly pulled back until she up to her medial ring, looking at me in concern as she breathed raggedly, “‘Kay, buddy?” I tried to play it off, but she sighed and shook her head, once she got a look at my teary eyes. “No, you’re not.” She took breaths, letting me catch my breath. Not moving a muscle, her dick remaining half way in my throat. She sighed, looking at my eyes, maternally scolding me.”Don’t too much, Al, okay? This magic between us could only protect ya so much,” she gently rubbed my hair, referencing how the magic in this place did let me take her length when it would’ve been impossible naturally. “I don’t want you dying on me. I’d…” she became sad, her lips trembling.. That broke my heart, a beautiful creature like her didn’t deserve to fuss over me. and I tried to put her hand in mine. She let me, our fingers interlocking for a moment. She let go, and looked at me sternly, some tears in her eyes. “Just don’t, okay? That’s an order.”

I could get behind that. I,too would rather not die. She slowly stood up, pulling out me all the while. Up to her full height, I had to get on my knees just to keep myself facing her magnificent cock. She took my head in her grip again, and pushed her tip past my lips. She hesitated in continuing, looking down at me seriously. “You can take this?” I nodded. She raised her brow. “You sure?” I nodded faster, making her smile. She smirked confidently as she lightly pulled my hair, rubbing my face with her length and painting me with her pre. “You want this cock? Do ya?” Yes. I wanted it bad. She smiled even wider. “Here it is. Only for you.” She sighed as she slid her length right back in.

She was slow again, only gently thrusting. I was better prepared, my lips rhythmically sucking on her knob. She groaned as she felt my lips suck her off, and she roughly grabbed my hair, fucking me in the same brutal pace from before. I was ready, this time, using my gag reflex to my advantage, my lips and throat tight around her giant rod. I saw the muscles in her massive legs flex and roll under her coat as she went faster, her balls loudly smacking my chin. The bed creaked as she went faster and harder, now using her wings to help claim my throat. I took her, eagerly sucking. Her thickness actually helped, her fat dick almost forcing me to suck her if I wanted air as it took up all the space. I could feel her warm pre pool in my stomach.

She was moaning as loud as she could, not caring who heard, her wings wildly flapping.“Oh, Celestia, you’re amaziiing-ooooh~!” That’s all I needed to hear. I bobbed myself up and down her amazing length, in tune with her powerful grip. This is all I wanted to do, drive myself on that pole till I met her muscled crotch and her musky balls’ scent in my nose. I just wanted to please my godesss. “You look so fucking handsome,” she tenderly pushed a strand of my hair to better look at my face, even as she ravaged my tight throat. “With my dick in your mouth.” She thrust even harder my throat bulging with her length. “So cool~!”

She was using everything she had, roughly using me, if only out of love. I could hear her grunt as she had to put more effort, her dick becoming thick with her load. My throat stretched painfully, her thicker dick being more difficult to take. I was so close, if I could just make her cum…

“A-almost there.” She desperately whispered, keeping me glued to her crotch. “I’m a-almost there!” Her thrusts turned even, her breath ragged. “G-gonna fill ya..up!” She whined, desperately wanting to feed me her entire length. “G-gonna..cum..in..ohfuck! Ohfuck!” She went faster, faster than I could react and bottomed out in me with a loudy, happy cry. Her balls visibly clenched and contracted in her sack, giving me a sign. I opened my mouth as wide as I could for the coming deluge.

And, oh, did she cum. She held me to her crotch, neither of us wanting a drop of her warm semen to not be in my belly, at least as much possible. She shot her load directly into my belly, and it quickly began to swell a bit. Her warm seed pooling me and warming me like nothing else. She cried out in bliss, almost losing herself to just filling me with her sperm. I would be fine with just gargling on her cum, but I was glad she still some of her wits. She quickly pulled out when my stomach bulged out too much for her comfort, more than happy to just paint my body with her white cream, moaning as she did. She took care to paint my face in her seed in particular, making sure I got more helpings of her cum. She whimpered as she soon aimed her firing cock all over my body, covering me in hot white. She petered out, and let what remained trickle down into my open mouth, blushing as she saw my eagerly lap her jizz.

She knelt down next to me, the bed creaking with her weight. She looked down at my body covered in her white seed, the sight making her giggle. Her fingers scooped some of her thick cum running down my face, and she placed near my lips. “Here comes the choo choo train, lil’ guy!” God, she sounded like a mom, only instead of feeding me baby food, it was her cum. Her fingers gently pushed past my lips, and I sucked the seed from her finger.

She continued that, cleaning and feeding me. I still looked like I had just a bukkake on me, but at least some of my tanned skin was visible. She continued until most of my face was cleared,still diligently feeding me.She then moved to my body, and wiped some of her off of me, putting more of her into my mouth. I was starting to be full, and I groaned. “I-I love it..” I gently pushed her arm away, “but n-no more.”

She nodded, and wrapped an arm around me as she pulled me down into the bed with her. She didn’t mind dirtying her coat with her jizz as she was the big spoon, her chin on my head. She gently rubbed my warm belly, and chuckled warmly. “You’re s-such a slut..”

I turned around and looked at her. “Only for you….”

She sighed wistfully. “Yeah…..only for me. And I’m yours, too.” I reached forward with my lips, and she eagerly took me in, making out with me affectionately. She moaned as she tasted her cum on my lips, swallowing it with no issue or complaint. I could feel her still hard maredick rubbed between my cheeks, telling me what she wanted next. Even as our lips pulled apart, she still looked at me in lust, her dick still hot dogging my small buns.

I looked at her, eye to eye, as she continued thrusting between my ass cheeks. “You want to be in my ass, mamacita?

She nodded, “Y-yeah, daddy,” she said shakily. Her wet hands grabbed my ass, pushing them closer against her veiny dick. “I-I need you...I need to be in you.”

She needed this, poor thing. I needed this. We've both waited long enough. I clambered atop her, straddling her large hips. A wet hand hand crept behind me and pushed my back, making me bend forward. She hiked her knees up, keeping me in place with her muscled thighs. One hand was at the small of my back, the other at the back of my head. Her cock split my buns, her tip teasing my hole and my brown star teasing her wet head in kind. She kept playfully poking me, teasing me. Her hand smacked my bottom hard, making me groan.

Eventually, her drooling tip was right near my hole, her natural lube already slightly leaking into me. She didn't move, only looking up at me riding her as she kept herself there. She reached over her night stand, and took out a huge bottle of lube. She bent forward, first pouring a generous amount of her large shaft, making her shiver. I soon found out why, as she placed some on her fingers and burrowed in. They were cold, her fingers rubbing all along my passage as she lubed it up. That done, her hands grasped my comparatively small hips, keeping me straight. “I think we’re ready.” She looked back at me, her tip still not past the threshold. “It's gonna be a lot tonight, 'kay? Might feel a little uncomfortable.” She rubbed along my sides in comfort. “You okay with that?’

“Whatever you want, Rainbow.” I didn't care if she really filled me liked a balloon. “I'm yours.”

Rainbow smirked. “You spoil me, you know that?” She poked my puckered hole with her tip again. She looked at me seriously, now. “If I go too hard, you tell me, okay?” I nodded, and she looked at me warmly. I was safe under her wings. “Try to relax,” finally, she pushed her tip in. Just that fat cock head opening me up gave me a jolt of pleasure. She saw me shake, making her rub my sides, even as she groaned at finally entering. “Just gonna loosen you up…”

Her hips bucked upward, her hands slowly driving my body down her length. She wasn't forceful, her hands pushing me down more like as a suggestion than a demand. I took that demand, her marecock not even half way and already her tip driving my prostate crazy. I could vaguely feel every inch of her prick, her veins and grooves, pushing my walls to the limit with her thickness. I feebly tried to grip her pushing cock with my walls, spread thin as they were

She seemed to notice my effort, my milking making her groan. “Oooohhh, fuck…” she moaned as she pushed more of her giant length. There was already a bulge starting to form in my stomach, the outline of her bulbous flared head slightly visible. Her push stopped as her medial ring was blocked by my already filled hole. She tried to jam it in, grunting as she did. To no avail. She looked up at me and sighed. “Okay, Al. This is the hard part. Grab onto me,” I did as she told, wrapped my arms around her back and behind her wings. She leaned forward, her firm breasts pressing against my chest, her hands gripping my body tight. Her dick throbbed all the while in me, making us both wince as she tried to keep herself straight. “G-gonna count to three, and I'm gonna need you to push. Could you do that for me?” I meekly nodded, making her kiss on me the cheek. “Okay. One, two,” she suddenly pushed my hips down and I pushed myself down, “Three!”

Shit, this hurt. I moaned as her medial ring caught against my hole slightly, both punishing and rewarding as she spread that much wider. “Shiit…”

“There it is! I-its in! S-so awesome, lil guy!” She praised me, kissing me along my chest as half of her twenty inches throbbed in me. I loved it when she did that. “The rest of it? I-it’ll be easy, trust me.” Her voice wavered as she continued her push. “You're gonna take all of this huge dick, buddy. It's gonna be so cool..”

My stomach bulged out more as more of her length went in. Her thick length continuously shoved my prostate to the wall, making my own dick throbbed as she filled me with hers. Her powerful hips continued to push more of her in me, finally reaching the base of her shaft. It took some more effort, but after the shock with her medial ring, I could take it. Finally, with one grunt, she bottomed out, her balls finally meeting mine as all of her length filled me, moved in me. I was complete. Satisfied.

We both took deep breaths, her eyes wandering down to my bulge, now a good amount of her cock was visible in my stomach. She winced at the sight, sensitive to my pain.

I'll admit it hurt, it was a good hurt, though. Her hand rubbed along my stomach, and by proxy, along her member.

“Y-you okay? That looks like it hurts.” What a sweetheart. She didn't have to care. She wasn't known as the type to care. But she did. Her hands were at my sides, comforting.

“I'm more than o-okay.” I said shakily. “I'm so full with you, mama,” I looked down at the throbbing bulge in my stomach. This should be hurting a lot more than it did. But it wasn't. Magic of Equestria and all that shit.

She chuckled, looking down at her length burrowed in my belly. “Yeah, you sure took it all, didn'tcha?” Her hand pushed my head down, my lips close to hers. “C’mere, you stud.” We kissed again. Even when she was roughly fucking my ass, it always felt like we were making love rather than just fucking, these moments of tenderness always interspersed even in the most raunchy moments.

She gyrated her hips, driving her pole as deep as it could. She sighed in my mouth as I moaned in hers, both of us satisfied to just let her rod throb in me. She just lay back and groaned as she felt my walls grip her massive tool. I did the same, at her sheer thickness perpetually feeling up my prostate. “Sooo, thick…” I moaned out

“Sooo tight and warm,” she whimpered out, her hands palming my ass cheeks. “I'm gonna make you feel g-good,” her hands pushed the small of my back, pressing my upper body against hers. Her legs slowly kicked out mines, her dick burrowing just a bit deeper. My head was on her shoulders, right next to hers. Even in a position like this, when I was by all rights her bitch, she looked at me with love and affection. “Ready for me to move? This is gonna hurt a bit..”

I wasn't worried about that. With her size, pain would always be sort of given. Honestly, the ache was sort of like a jolt. It added to the sheer mind numbing pleasure. “Do what you want with me, angel…”

Her cheek.nuzzled mine, even as her dick throbbed against my tight walls. “I wanna make love to you. So much.” Every sweet thing this blue angel made me want to submit to her more. She smirked, lightly smacking my filled ass. “Even if it's tough love, you're okay?”

I nodded. That was the best kind. “A-anything for my princess…”

She smirked and raised her brow. “So corny.” She kissed me on the forehead. “You're still so cool, though,” she whispered sweetly in her scratchy voice. It then began. I groaned, as she lifted me off her by my hips and gradually pulled out. It was the emptiness that hurt the most. Now that my ass was filled by what was pretty much a fleshy girder, it ached to be filled by it again. She was quick, her pre and the lube making her exit fast and easy. Eventually, only her tip remained, gushing pre into me.

“Ahhh shit,” I moaned out. It did hurt, my hole gripped her flared tip desperately, not wanting it to leave. I didn't want her to leave.

She bit her lip as my hole gripped her. “Oh my gosh. It's so wide, now..” She kept herself inside. She knew how crappy the emptiness felt, even if she was on top. Her hand rubbed along my sides, “Shhhh, Shhhh, come on. Don't sweat it. I-I’ll be right back inside.” She straightened me, my body running parallel above hers. She lifted her hips, filling me up just a little. It wasn't enough. We both knew that.

“T-take me,” I was begging her. She smirked, her hands massaging my buns as she rolled her hips, widening my hole with her tip.

“I will, lil’ guy.” She pushed just one inch into me, most of her out of me. She had a pitying look in her eyes as she teased. “Gosh, you must've just ached all week, just wanting me to rut you good.” Her hooves pressed against the duvet as she got her body in a position in which she could really use those muscles in her hips and legs on me. They were almost as big as Applejack’s, a testament to her athletic training. She looked at me seriously, intensely, gently but firmly pulling my head against her shoulder. “Try to keep up, okay?” She whispered, and I nodded. She nodded back.

And then gave a rough grunt as she shoved half her length back into me. I moaned out in bliss in her. That only made her give another rough push, jamming her medial ring and some of her base. Another, and her large balls flattened and pressed against my own sensitive pair. “F-fuck me…” It was so much dick.

She chuckled, “T-that’s the idea!” She roughly gripped my hair and aggressively pushed her lips against my own. She pulled back, still looking at me and forcing me to look at her. She grit her teeth as she pulled out quickly, my hole catching her medial ring. She just yanked it out, punishing and rewarding me with aching pleasure. Her tip was meagerly pulled by my ravaged hole. She pulled out with a pop, and I groaned out as for a split second, I felt emptiness. My passage hurt as my ruined hole gaped.

Only for a second. “G-gonn fill you up, y-you s-slut.” She grit out, lining her twenty inch pole with my aching ass, and gave a grunt as she bottomed out in a thrust. She gave a triumphant laugh below me, both of us rolling out hips to get her deeper in me. “Celestia, you take dick good!” She pressed my head to her shoulders, turning her head to sneer at me as she bounced me on her dick. “W-who’s your goddess, h-huh?” She smacked my bun, still gyrating herself in me. God, she was so thick. It pressed everywhere.

“R-rainbow Dash…” It was the truth. She was my everything.

“Y-yeah!” She pulled out again, leaving me a mess again. In less than a second she filled me up with all her length. My stomach bulged, her length visibly twitching in it. She pulled out and pulled me off. Then brutally thrust up and pulled me down to her lap with a roar. I only moaned, letting her take me, her thick hot prick mashing and ravishing my walls. She still lovingly glared at me, from the sheer intensity of her passion, profusely sweating as she put her all into bouncing me on her lap, rearranging my insides. “W-who do you b-belong t-to?!” Her voice cracked, but she was still harsh, not letting up on her jackhammer thrusts.

“R-rainbow Dash!” I belonged to her. I wanted to be her cock sleeve.

Her gaze softened. Her hips slowed, going back to the same languid pace from before. Her dick still spread my walls atom thin with her girth, but she was softly taking me now. It was jarring. She smiled up at me, still sweating. “Who l-loves you a-alot?” She gently sawed her pole in me. This felt nice. “W-who loves ya with all her heart?”

That was why I could just submit to her. Just let her use me. She was worth it, and deserved at least that. “R-Rainbow Dash,” I moaned out, her throbbing prick still in my attention. Its owner was the center of my universe. “I-I love her too…”

“I-I know,” she nuzzled my cheek, still gently bouncing me on her lap. Her hand pulled my head down, giving me a good look at her round, firm breasts. Under her mounds, strong pectorals worked even now. Her dark blue nipples looked inviting. She herself gave the invitation, keeping herself balls deep in me, not moving a muscle. “S-suck on momma's tits while she ruts ya. M-maybe there's milk in there.”

I licked my lips, and gently took her nipple in my mouth. I suckled on them like a baby, or a foal. There was actually some vestige of sweet breast milk, if only a tiny dribble. Her foals would be lucky, if she ever wanted them.

She was content to just watch me, rubbing my head, her length throbbing more from the sight. She really seemed to enjoy it, I can feel her twitch in satisfaction inside me. Making sure I still suckled on her, she seized my hips and pulled me off, only to powerfully push me down to her lap. Within seconds, her brutal pace started again. A strong hand kept me glued to her nipple, even as she roughly bounced me up and down her length.

I moaned on her breasts, feeling both maternally loved and used like a cocksleeve. She groaned, my pleasure adding to her own. Making her thrusts more intense. Her hand yanked my lips away, making her grunt as my teeth scraped the sensitive nipple. She didn't seem to care, only pushing me down on her other breast, cajoling me to get milk from there as well. I did so, even as my body shook from her powerful thrusts. Her other hand kept at my hips, more than enough to keep me steady, even as her muscled hips swayed up and about.

We kept at that, Rainbow feeding me and fucking me. Nurturing me while she ravaged my gaping hole. That was pretty much her in a nutshell. It was tough love, for sure, but I knew there wasn't anyone in Equestria who loved me more than this mare. Eventually, she quickly pulled out, leaving my hole painfully empty. She quickly pulled my lips off her, and shifted behind me in a flash, on her knees. She pushed me down on my stomach, face pressing the duvet. She wrapped one arm around my waist and easily pulled me to her, bottoming out in the first go. Her other forearm snaked around my neck and roughly pulled me to her, parallel once again. Her tits pressed against my back as she pulled me to her body, her hips thrusting her pole into me.

Her balls loudly slapped against my ass, joining our frenzied pants in the cacophony that was sex. We both looked down at my stomach, watching my gut bulge with her length. She was so wonderfully large, left me full, I could watch that dick stretch my guts all day. Knowing the worst I would get would be a nicely sore behind. It wasn't her thing, she being more eager to make out with me. She did, pulling me into another kiss, her lips tender even as her hips were merciless. Even if ponies had stamina problems, Rainbow was just an uber athlete. She could go for days.

Her balls smacked against my own as she fucked me as hard as she could, still holding me close to her. She felt me tremble, making her give a questioning moan. She bottomed out, rolling her hips. “Y-you close, babe?” She gave me a breather, her length always throbbing.

I nodded, a bit embarrassed. “Y-yeah…” I turned to her. Looks like I couldn't keep up with her, after all. “A-are you?”

Rainbow bit her lip, and shook her head. “N-no, not really.” She nuzzled me, sympathetic even as she rolled her dick in me. “D-dont edge yourself because of me, babe. You do you, 'kay?”

I smiled, brushing her mane. “Y-you keep going, even when I do, okay? I don't want you to stop..”

She smiled back, winking, “H-heh, don't plan to.” Her arms snaked behind me knees. “T-this one's gonna feel a little weird.” Her arms easily pushed the back of my knees, lifting them off the bed and against my chest, completely held in her arms. Her hands met behind my head, keeping me in a full nelson even as her pole stretched my walls. She wasn't done. Still holding me in her arms, she stood up out of the bed, every slight movement driving her dick into me. She stood straight up, and turned us around to face a mirror. She smiled cheekily, just keeping herself in me as she held me aloft in her muscled arms, pressing my legs to my chest. Her hands behind my head ruffled my hair. “C-check this out, lil’guy.” She giggled cutely, even as she held me in such a dominant position. “You look like a total cutie like this.”

I looked at our reflection, and she looked amazing. She looked right at home, holding me aloft, keeping her dick lodged in me with just her arms. Her colorful wings unfurled, half her wingspan behind us. She wasn't putting any extra effort keeping me off the ground. She was powerful. She was perfect. Just the sight of her just taking me like this…

I was cumming. I was cumming real hard. Even with my eyes closed, I could feel her eagerly watching me cum, licking her lips as she held me there. She just kept me propped up as I moaned and came onto the floor. My hips tried to move with my throbbing cock, but her strong arms kept my legs fast to my chest. When I came to, she winked at our reflections.

“Knew you'd like it.” She stated confidently. She pulled me up and down her pole, pushing my entire body down to meet her hips and muscled legs. Every inch of her body was put to work using mine like a cocksleeve. Her favorite cocksleeve, her tongue licking my neck as she drove me on her thick, long pole, my guts bulging a bit less with her shaft. “Sooo cuuute,” she moaned, planting kisses along my neck. She put her all into this, her rock hard abs a plus as she put as much force as possible in this position. My sensitive hole a slave to her length. Each bounce on her knob making me fire off little streams of cum. Pre from her cock began to dribble out my ass and down her powerful legs.

My tongue was lolling, my eyes rolled back. I was her sponge, eagerly waiting for her to.fill me.

She whined, looking to be just as eager to fill me. We both noticed it, though. As erotic as it looked, she wasn't getting as deep as she wanted. She quickly let go of my head let my legs drop, although my feet still didn't reach the floor. Grabbing behind my thighs, she pulled out of me, leaving only her head. She turned me around to face her, now grabbing and kneading my cheeks. She kissed my neck, and then thrust her hips up, filling my ass. I participated more, eagerly driving myself on her pole as she roughly thrust up.

Our eyes met each other, both of us panting as she kept me aloft and filled me. I winced. Shit! Even after an orgasm, her massive cock was making me hard. So much for refractory period. “Mama..I'm gonna-”

She smiled, even as she never let up her ravaging of my tiny hole. “D-do it. All over me. T-try for the tits,” she slowed down, giving me a reprieve for my “forced” orgasm. It certainly wasn't dry. I moaned as thin streams of cum fired from me again. She smirked, liking how her sky blue coat now had splotches of white on it. Her abs made rivulets of my jizz. She definitely liked it when some got on her tits, feeling her dick throb in me. Some even got on her face, yet she laughed warmly and heartily at that. She even opened her mouth, her tongue eager to catch a little bit.

She did get some, even as my release quickly petered out. She swallowed what she could, and winked. “T-that was a big one!” She gave one thrust up into me, making the last of my seed uselessly dribble out. “My turn now.” So she did. I moaned as she drove me down her lap in her arms. I groaned, laying my head on her breast as she plowed. The sight only made her thrust harder, she was a softee for sights like this.

Eventually, I felt it, and she did too. She whimpered as she tried to thrust her engorging cockhead in me. I could even see the cum creep up her length, the outline in my gut very detailed. “Y-you’re gonna make me c-cummm!” She cried out. She kept me in her arms as she lay me down gently on the bed even in her desperation. She moaned as she got close. “T-this is all f-for you, babe.” Her hand kept me facing her as she lay atop me, eagerly fucking me. “Y-you want it? W-want my mare cum?

That was an easy answer. “Y-Yes!”

She whined and pushed my shoulders, trying to drive her swollen cock head deeper. “I-its huuuge! I-I might g-give you foals!” She was only teasing; she knew better now.

The randy suggestion was fucking hot. “D-don’t care!” My arms barely wrapped around her back, under her flapping wings. Her tits bounced with each thrust.

The sight of my eagerness, it made her bite her lip. “Ooooooh fuck, b-babe!” Her head lay next to mine as she put her all into it now. “H-here I-I cum! Ooooooh!” She gave one last thrust, crying out. Her balls swelled and contracted against her crotch, as she finally released. “Ohmygosh! Ohmygosh! Ooohhh~!” She whimpered out, still trying to thrust in me.

It was such a flood. The first wad of mareseed already left me full and warm, joining her load from before. The next one began to making my gut swell with Dash's cum. I felt and looked like a hot air balloon as she only kept going. “Sooo much…” Could I even take all of it?

“Y-yeeeah,” Dash moaned out, “A-all for you…” she nuzzled my chest. still cumming a flood inside. When she looked at my expanding gut, however, even her lust filled eyes showed concern. “T-too much, t-too much!” She weakly whispered in panic, now trying to pull out even as her cum river kept going strong.

I began to feel it, my stomach couldn't take more. I guess this wasn't the worst way to go. Rainbow would still be devastated, and I'd never get another chance to maybe just go back home. At least Rainbow got some joy out of me. Some of her jizz began to creep up into my mouth. I started to fade out…

(Rainbow POV)

What the hay was going on? I wanted to warm him up, not bucking drown him! My dick still couldn't pry out of his hole, that little ring still grabbing me tight. It would've been cute before, but right now it was just making me freak out.

Guess I had to force out! With a groan, I used all my strength to yank my dick free. Okay, good. No tear or bleeding. My dick kept spraying jizz all over him. My hand quickly pumped my shaft. I just wanted to get this over with. This was not how wanted Hearthswarming to go.

I briefly gazed at him, all glazed in my white seed. No time, though. I crawled over to him, smacking his cheek. “Al? B-buddy? You okay?” I pressed my hand against his chest and pushed. Thank Harmony he was allright, as he coughed some of my cum out of his mouth. Gosh, he looked as round as a balloon. I cupped his face, looking at him. He was like the sky to me, keeping me flying. Without him, I'd just come crashing down. “How you feeling?”

He shook his head, and looked a little out of it. “L-like every mare in Ponyville just ran a train on me..”

I looked at his stomach. He looked like a ball, all filled to the brim with me. Already, some of my cum seeped out of his hole. “Y-yeah, most def.” I rubbed his big warm belly. “I-I didn't mean to do that. I didn't even know-”

He strained to kiss me, and his lips met my cheek. I stopped my rambling, if only for him. “It's no problem. I love your warmth.” Oh, you little sap, you. Why'd you have to be so cute Al.

I giggled, now a bit more chill. I rubbed his.belly more eagerly. “Y-yeah. This’ll definitely keep ya warm for the winter.” I placed my head on it, feeling my warm cum gurgle in there. “I didn't even know I could cum that much.” It honestly surprised me. Just the thought of fucking Al, and filling him with creamy lovegoo made me cut loose like nothing else.

“Rainbow, l-look,” he got my attention to my cutie mark. I looked at my hips, and, wouldn't you know it, it was glowing it. Not flickering off and on like for a friendship quest. It glowed very much like a bright ornament, like a star. It kinda made sense. I felt...fufilled or something, when I was with him.

He strained to look at his own hips. Was he thinking he had a cutie mark now? I looked at his hips. Nope. Still a bare, cute bottom. No marks anywhere.

I smirked. “What? You thought I marked you or made you a slave or something?” Hey. I knew how porn went, too. Some of the weirder stuff had things like that.

He looked at me, “That doesn't happen here, right?”

I couldn't help but laugh. “Nah, dude. It's just sex.” I nuzzled his cheek. “Silly monkey. I'd bet you'd like it.”

“I like having some free will, silly pony,” he grunted. He was cute when he was flustered. His belly still bloated, I lay my head on it, both of us happy with the other. “H-hey, Dash? You mind if I stay-”

He didn't even need to ask. “Dude. You could crash here whenever you want. You know that.” I moved up next to him, wrapping my arms around him as I held him like a bloated teddy bear. “I like your company.”

His head nestled into me, both of us savoring the other's warmth. “Thanks…”

We were both about to drift off next to each other. But I still had something to say. “Hey, Al?”

He turned to me, “Yeah?”

I kissed him on the cheek, “Happy Hearthswarming, lil’ guy.” He smiled, and nestled into my chest. I placed my chin on his head, the two of us finally getting some Z's after an awesome night.