The Phallic Ticking

A young adult mare with light heliotrope fur with long purple hair with aquamarine stripes in it. She wore a long purple jacket with a black undershirt with matching boots and a black short skirt ducked form a pink magical blast hitting the cloud behind her. "I want my life back!" She shouted!

"Not a chance Starlight!" this came from a mare of similar age with pale orchard skin and with long dark blue hair with a few violet streaks. She wore a pale blue blouse over her chest with a purple skirt and matching shoes.

"Let me have this Twilight Sparkle!"

Then green flames were shot at her!

"We'll stop you Starlight Glimmer!" cried a younger dragon in his mid teens with spiky green hair and matching eyes with a shirt of the same color under a light purple jacket and shorts with green shoes.

"I have nothing you against you kid, get outta my way!" Then she fired a powerful surge of energy!

He jumped out of the way while Twilight fired two blasts at once from her hands.

'What am I going to do to get rid of them?' she thought while projecting a shield to block the magic. That's when she had an idea, she charged at Twilight and tackled her to the ground. "Gimme the scroll!"

"Never!"

Spike then hopped onto Starlight and began tugging her hair.

"OW!" cried Starlight standing up and trying to shake the teen off.

Twilight punched Starlight, she fought back by trying to claw Twilight's eyes out, but that's when Spike surprised her by reaching under her jacket, shirt, and bra!

"HEY!" blushed Starlight. "Let go you perv!"

Twilight then punched Starlight again!

She stumbled back and growled in anger. "ENOOOOUGH!!!" She shrieked as a magical surge unleashed a powerful shockwave that sent Twilight and Spike flying and then falling. She held her hand out and made the scroll levitate back to her and fired a beam at the two of them.

Then they ended up in a block of pink crystal.

She smirked and put the scroll away in her pocket. "Now I just need to stop that sonic rainboom, and I'll have won!" Then she saw a filly with rainbow colored hair, red eyes, light blue shirt and a pair of matching light blue shorts. 'Hmm, if I end her, it would be positive to stop Twilight, but then again....'

She then looked over her form. 'Who says I can't have a little fun?' she sent a grin to Twilight before walking over to the girl. "Excuse me kid..."

"The name's Rainbow Dash...wait a minute lady, how are you walking on the clouds? You don't have wings."

"Yes, but I am a magic user." she smiled while making a few clouds hover with her aura.

"Oh, well that explains it, anyways, beat it, I gotta practice." the filly spoke while stretching out her arms.

"What's up? Getting ready for a race?"

"Yep, defending my friend's honor after she was made fun of by some bullies."

"Maybe I should talk to them, wouldn't want to get hurt do you?"

"No thanks, I'll handle it."

"Is there 'any' way I could convince you to let me speak with them?"

"Nope."

Then she got down to Rainbow Dash's eye level. "Nothing at all?" She asked while leaning in.

"Uh, you're kinda in my space." replied the mare leaning back.

"You're a cutie, you know that?" she smiled while rubbing the girl's face.

Rainbow Dash then fell backwards on the cloud. "Back up lady! You're creeping me out!"

Starlight then stood up and walked over to the downed filly. "Need a hand?"

"No, I'm totally fine..."

"You look like you need some help getting up." Then she levitated Rainbow Dash towards her.

"Great, see? I'm fine. Now put me down."

Then she had the girl in her hands. She pulled her into a hug while focusing her magic under her own underwear.

"Lemme go!"

"Nah-ah-ah...not until I convince you." she leaned in closer. "I might know something better than some silly race."

"Nothing can be better than a race." spoke Rainbow while trying to wiggle out of Starlight's hold. "Let, me go!"

"Okay." She then let go, but Rainbow didn't stop falling all the way, her head met with Starlight's chest, while her 'area' met with the base of something long and erect.

"See? I let go."

"What am I feeling touching my girl part?" She then looked behind her. "Why do you have a guy part even though you have, woman parts?" She asked while pointing to her boobs.

"Well that depends. Care to hear me out, or do you still want to go play at some silly race?"

The curiosity was killing a cat, and that cat's name...was Rainbow Dash. "Fine, but can we talk somewhere else? This feels embarrassing." she blushed.

"Know a secluded place?"

"There's a sport's equipment room."

Starlight nodded and set Rainbow down with said girl turning and leading the way.

Rainbow Dash opened the door and walked in. Starlight followed and shut the door while making sure it was locked. There was a window up high, letting light in.

"So...can you show me your guy parts now?" asked Rainbow with a blush.

"Wow, so young and already curious down there?" teased Starlight.

"I know I'm 8, but I saw my parents doing it and they gave me the talk." she admitted with a bright blush.

"Well, maybe if you ask me nicely, I could show you my part."

"Pretty please with a cherry on top?"

'Pretty soon, a popped cherry on top.' she thought. "Alright, you asked for it." She then removed her belt, making her pants slide down, showing something bulging from her panties.

Rainbow stared as she pulled the underwear down and saw a thick cock stand up and throb from the cool air in the room. "Whoa...I never seen one up close before."

"Well what do you think? Does it look bigger than your own dad's?"

"Much bigger..." She blushed.

"You want the talk early?"

"What? Why? My parents can..."

"Parents don't tell their kids everything or just say very vague things when giving the talk, school makes sure you're well educated and not confused."

"Um...well...I'm not sure." she replied bashfully.

Then Starlight got down and began feeling all around Rainbow Dash. "Trust me, you'll love the full uncensored version of the talk."

"Hey! W-What are you doing!?" stuttered Rainbow with a brighter blush.

Then Starlight striped Rainbow Dash of her clothes.

Said girl jumped and tried to cover her chest. "This is getting weirder and weirder!"

With a snap of her fingers, Starlight was now in her lingerie. It was a black corset that showed off her breasts which Rainbow stared at. She then noticed a gymnastics mat. "Rainbow, could you sit on that?"

Rainbow then sat down on the mat. "So what no..." Then she had cock in her face.

"First thing to learn is that licking a cock can be better than anything you've tasted."

"It is?"

"Yes, give it a taste."

Rainbow looked at the girth and found the musky scent odd, but also inviting. She opened her mouth, stuck out her tongue, closed her eyes and then gave it a tiny lick.

"Come on, lick it more." grinned Starlight.

Rainbow Dash then gave it a bigger lick. "It, actually tastes very good." she admitted in surprise. "But it kinda tastes salty."

"Sometimes they'll taste bitter and sometimes salty, and often sweaty for being inside a person's underwear and pants all day." She held Rainbow's head and prodded the tip against her lips. "But trust me, you'll get use to it."

Rainbow Dash was shocked as Starlight's entire penis was going inside her mouth. 'Now that she mentions it, this does taste good.' she thought while gagging a little as it stuffed her mouth easy.

"Breathe through your nose dear, I'm gonna make something that isn't pee come out of my dick." groaned Starlight as she started to move her dick in and out of the girl's mouth. 'Wow, her mouth feels so good for a minor, now I see why pedos like this.........I hope I don't end-up in past jail after this.'

Rainbow felt the cock push in deeper and tried breathing through her nose so she didn't suffocate.

Starlight moaned as she went further in. "How does it feel to have an adult cock stuffed in your little mouth?"

Rainbow Dash couldn't respond. All she could get out were muffled sounds that just made Starlight groan from the vibrations around her cock.

"Mmm...okay, I'm going to shoot some white stuff from my guy part." she groaned moving her cock faster. "Just keep your throat relaxed."

'White stuff? Am I supposed to drink that?' she didn't think too much on it before she felt the cock twitching. Then cum flowed into Rainbow Dash's mouth. Her eyes widened and tried to push her head back as the warm seed filled her mouth with some shooting down her throat. Rainbow Dash coughed getting it out.

"Don't worry Rainbow, this is your 1st time, you'll improve in eating sperm."

Rainbow coughed more up before panting. "All that came from your boy part?"

"Yes, now I could show you how babies are made, but..."

"But what?"

"You're just way too young to get pregnant, I'd much prefer it if you took my guy part in your butt."

"But it won't fit."

"Have faith in me little girl, it will fit." she grinned while crouching down and making Rainbow lay on her back while raising her ass up in the air.

"If you're sure..."

"Just a warning, it may hurt, but it'll feel very good later." she leaned down and spread Rainbow's anus a little. "Wow, who knew a rough and tough girl like you would have a cute little hole like this.'

"Shut-it." Squeaked the embarrassed child. Then she let out a louder squeal of surprise feeling something warm and wet move across her hole. "What are you doing?"

"Making your butthole nice and wet." she grinned while reaching down with one hand to start grabbing at Rainbow's chest.

"What are you..."

"Now Rainbow Dash, you wanna know why these get bigger as you get older?" she asked while she kept her licking and started to lightly squeeze the nipples.

"Why?"

"Because the more you grow, the closer you'll be too when you can have a baby. And when you have a baby, they get filled with lots of milk for the child to drink from."

"Really?"

"Yes, but you're too young for a baby right now."

"Wait, where do babies come from?" she asked while loosening up from the woman's licking.

"When a boy squirts white stuff called sperm into a girl's girl part, then wait about 9 months, that's when a baby is born."

"What's the catch?"

"Mood swings like yelling at said boy and then suddenly crying and suddenly saying 'I love you' to the boy a lot and wanting to eat a lot of weird food."

"That's what it takes to have a baby?" she grimaced. "Wait, you mean they come out of..."

"They'll come out of your girl part, though sometimes there are cases when the baby is too big and...need to cut your belly open."

"That's sounds..."

"Don't worry, the doctors always know how to stitch you back." she ignored Rainbow's scared expression before she started sliding a finger into the hole.

"Eek!"

"Don't worry, I'm just loosening up this hole." she grinned sliding her finger in and out.

"It hurts with your nail scratching in there."

"Oh, well just try to loosen up and relax and I can take it out."

Rainbow Dash relaxed herself, unclenched her but cheeks, and took slow deep breathes. "Okay, are we ready now?"

"Yes Rainbow Dash, hold still and you'll enjoy every last bit of it." she slid her finger out while moving over to the spot and faced Rainbow with her dick's tip rubbing across the hole.

Rainbow Dash shivered from the sudden feel.

"Now take a deep breath and let it out while I push in."

"Okay..." She then shed a tear out of pain as Starlight inserted her dick. "OW!"

"I'm very sorry, but sometimes sex will hurt, for instance, sex isn't normally done in this hole, but some do it."

"Now you tell me!" the girl groaned out.

"Sorry, thought it'd be funny."

"Well it sure isn't that funny to me." she huffed while feeling more of the cock slide into her hole. "So...how do I know when you're about to shoot the sperm in me?"

"When my dick twitches, that's when it means I'm cumming."

"Okay...ugh...I think it's starting to feel better now."

"Mmm, I can tell." groaned Starlight with a grin as she kept pushing with half her cock buried inside.

'Anymore and his boy part might come out my mouth.' Her thought wasn't far off considering their sizes.

Soon starlight stopped with a little over half her cock inside. "Wow, who knew you could take my cock this much in your virgin butthole?"

"V-virgin?"

"Someone who hasn't had sex. Now brace yourself." she started to slowly slide her cock back out of Rainbow's ass.

Her pain tear grew as she grit her teeth.

Then Starlight pushed back inside. "Oh, sorry if you're in pain."

"No pain, no gain!"

"Good motto." Then Starlight held her by the shoulders. "You think you can endure this?" Then she began moving very fast!

"AHH!" cried out Rainbow in shock while feeling the thick meat inside her. "Too big!"

"Don't worry, in real life, these aren't that big, I merely made this with magic!" she grunted while moving in and out with a moan. "My Celestia! Your ass is clenching all around my cock!"

"Clenching? Does that mean squeezing?" Rainbow asked with a groan.

"Yes, just try to relax your butt and you'll feel better." Starlight reached down and started rubbing Rainbow's breasts as she started to speed up and push in more of her cock. "Can you feel it Rainbow Dash?"

"I feel every inch!" she moaned out while moaning louder as Starlight tugged on her hard nipples.

Starlight moved her head behind Rainbow's and then used one of her arms to grab her's.

"What are you doing?"

"Showing you love." She then puckered her lips and pressed her's against Rainbow Dash's.

Rainbow's eyes widened before slowly closing as she relaxed into the kiss and let Starlight move even harder and faster in her ass.

'This kid is very good.' thought Starlight feeling her ass get tighter. 'I can't stop fucking her ass!'

'I think I'm going to break in 2!'

That's when her dick began twitching. "I'm gonna cum right in your tiny ass!" Then Starlight unloaded right into her ass.

Rainbow moaned into the kiss while feeling the hot sperm shoot down into her ass and shuddered from it quickly filling up her hole. Some leaked out. "So much!" moaned the girl.

"Since you're just learning, I won't make you drink what you spilled." grinned Starlight licking Rainbow's cheek with said girl panting as the magic user noticed some clear liquid leaking from the girl's pussy. She then levitated it and the leaking sperm all into both her mouth and Rainbow's mouth.

Rainbow's eyes widened while Starlight hummed to let the liquid swish around her mouth. "Does.....whatever this is.....really taste that good?"

"Yes, I'll give you more another day, but only if you promise to keep this a secret." she grinned while rubbing Rainbow's head. "After all, if I leave, we can't have anymore fun."

"I....promise, so.....will you talk to the bullies now?"

"Of course." grinned Starlight. "But first, we need to get you cleaned up."

"The showers are a little ways away from here."

"Hmm, I guess we'll have to try something different." grinned Starlight deviously. She then helped Rainbow back into her clothes. "Try not to fart, or else the sperm will wet the back of your shorts." she teased while licking up some of the cum around Rainbow's face.

"Got it...what's your name again?"

"Starlight Glimmer."

"Got it Starlight Glimmer."

"Now, where are these bullies?"

"Follow me, I'll show you."

Rainbow started leading the way while shivering as she felt the cum jostle around in her butt.

Starlight stared at Rainbow Dash. 'All according to my plan.'