Thestrals at Twilight

by LegionofPony

Toys Aren't Just for Foals...

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Author's Note

Contains: Female masturbation with a very exotic dildo, female masturbation with hooves, obligatory solo shower scene, implied lesbian, explicit lesbian, including mutual cunnlingus (69), and a rather messy mare-gasm (or three)


Toys Aren't Just for Foals...

Amaya slumped to the bed, panting as she slid the toy to the base into her clenching passage and left the thick knot holding the toy inside of her, shifting her hips around as her mind flushed with yet another unsatisfying climax. Her inner muscles moved the griffin dildo with the huge knot at the base around her pussy, Amaya enjoying the intense feeling as the firm but flexible rubber spines also on it dug into her vaginal walls whilst she clenched on the thick knot. She held her dildo deep inside her needing passage, her body still squeezing on it greedily, the tip brushing her cervix; but so many things simply didn't feel right about this, leaving her still wanting. Firstly, her body was trying to milk the seed that simply wouldn't come, leaving her unsatisfied at not being truly bred and filled.

She missed the warm body against her chest or back as she was truly bred.

The other pony's hooves wrapped around her in her climax.

The warm, thick, flesh-and-blood cock and pleasured grunts of a stallion, or mare sharing their body with her. A real stallion filling her up with his hot, virile seed...

...or a sexy mare squirming with her, writhing in the climax caused by their heat-partner...

...cuddling with her chosen mate after their shared, sweet release...

...these were the things she missed the most when she simply got herself off in her heat.

She removed the griffin dildo from herself, the six-inch circumference knot popping out forcefully and making her groan unhappily at feeling so utterly empty now by comparison, leaving it on the bed covered in her orgasmic emissions.

All Amaya could think about was Twilight Sparkle as she rested, the same as she'd been thinking of whilst rutting herself silly; she thought about the princess's perfect body, her graceful, down-to-earth stance on being royalty, and of course the fact she was in heat right now. What must be the sexiest mare in Equestria was, right now, in this same building as her, likely needing the touch of another pony to ease her burning, itching need and she was fertile to boot. Everything in a bed-mate that made Amaya extremely horny. With Bade out on some task or another in Canterlot, Luna having called him away for the day, Amaya was the only other pony available for those needs.

Amaya started to rub her messy pussy with a hoof now, not able to stop herself even long enough to get her dildo as her need burned even hotter. She started moaning softly as she met her winking clit with the tip of her hoof, her head easing back into the pillow again as she targeted her nub of so much pleasure, her hips slightly shifting as she rubbed.

She imagined Twilight Sparkle instead rubbing her as Amaya lay between her hooves and against her chest, feeling the princess's arm against her chest and hoof rubbing between her lips, promising her she'd end her heat.

It wasn't long after she started those most sexy fantasies, inter-splicing those with the recently so-common one of Bade on Twilight's back rutting her then shooting a load of foal-cream into her womb, until Amaya's body tensed up and her hips arched against her hoof, a quiet cry of pleasure escaping her throat as another substantial release of mare-cum coated her hoof. After another disappointingly short orgasm, Amaya sighed in mild relief as she finally found her body finally satisfied enough to let her take a break after four small, rapid orgasms.

"Ugh, this estrus can go right to Tartarus already!" Amaya exclaimed as she brought her dildo into the bathroom with her, cradled in a wing, then cleaned it off in the sink before turning on the cold water in the shower. She quickly climbed in, letting the coolness roll over her head and hot body, then turning and hiking up her tail and letting it clean her of her emissions and help to cool her down underneath...as well as enjoying the sensations of the pressured showerhead spraying against her sensitive marehood and still-winking clit.

"If only the ponies in this town weren't so obsessed with tying a mare down and dominating her, or doing freaky stuff with her marehood or ass, or just whining and complaining about themselves for hours. Is it really too much to ask for them to just want to, I dunno, have sex normally? To fuck a mare in heat like instinct tells them to?!" Amaya said to herself in a soliloquy, sitting and pouring some shampoo into a hoof before rubbing into her mane; "Hay, I would have been over this manure yesterday if I could find even one normal stallion...or at least the burning wouldn't be as bad with a mare!"

As she cleaned herself and cooled off, Amaya thought about Twilight some more; how she had watched as she'd been rutted by Bade, her boss and long-time friend, the day before yesterday. As she did, Amaya got a naughty idea: if Twilight had bred with Bade just to get some release from her heat, perhaps she'd finally do the same with herself!

Her mind set, Amaya stood and stepped out of her shower and dried off. Twilight would likely be reading right about now...

~

"Hey Twilight!" Amaya excitedly greeted as she poked her head into the reading room where Twilight spent most of her free time, hearing a short, surprised cry from the named mare. As her head entered the room, she smelled the scent of a fertile mare dimmed from the previous day but still very strong, that scent mixed with Twilight's distinct own making it obvious that Twilight was still in her heat. Perfect.

"AH-hi!" Twilight responded quickly, before turning from her book to the mare who had shouted into her quiet room so suddenly, her heart racing and her wings erect on reflex to fly away from a threat...doubling as an instinctive Pegasus courting ritual to invite a potential mate. Twilight's heat had been getting stronger all day, in ways that it never had grown before. Usually a single orgasm would sate her for a whole day, but now that she had had a stallion, her body craved the touch of another more. It craved orgasm after orgasm, or the semen of another within her to quell it now it would seem. She'd found that out the previous night when her first orgasm did little more than fan the flame in her belly more, making her need to climax again and again, and even still she burned again within a few hours...

"Oh, were you reading? I'm sorry I scared you."

"Oh, u-uh, it's OK..." Twilight said as her heart slowed its incessant goal to escape her chest, closing her book; "s-so, um, anything to report?"

"Negative ma'am. I was just..." Amaya responded quickly, then hesitated, before pawing at the floor. Amaya thought, clenching her jaw; "I know you're in heat too, and I was just wondering if you'd like to, y'know, see my...'collection' maybe?" she asked in a tone half the intensity of when she'd previously asked Twilight out of heat. She knew how emotional some mares got during estrus, and how that emotional intensity could be turned to either burning passion...or burning anger. As she thought more, though, now she understood her nervousness; this time Twilight may actually say yes.

Twilight simply remained quiet for a while, looking at her dumbfounded, leaving Amaya nervous she'd somehow overstepped a boundary by asking her this in her heat. Amaya nervously thought, considering simply turning tail, that maybe Twilight would forgive her if—

Twilight bit her lip as Amaya asked that question now, in her heat; though she could have brushed it off with another 'no' like before, now she felt the nagging urge inside her belly, her body begging to be filled up and satisfied, no matter the pony doing it. Her clit was winking under her tail at the prospect of having sex again, and in a different way, her whole being urging her to say yes, but something was stuck on her mind.

"I...I can't."

Amaya was not surprised at the response, having heard it so many times before, but this time she knew Twilight wanted it, and badly; she could tell by the look in her eyes and her intense scent that Twilight was deep into her heat again. Plus, that wasn't a full 'no' like before. "Are you sure?" Amaya asked friendly but firmly, seeing Twilight twitch again, then give a deep shudder. As she stood there, being propositioned and it taking every ounce of willpower not to just outright pounce the willing mare now to quell the horrid itching in her belly, only one thought went through her mind:

Twilight stood still as she thought about that sexy stallion who had been her first; the deep feelings she had for him. Would this be a betrayal to him if she went to another pony's chambers, she wondered, even if it wasn't anything serious. As she thought about it more, she realized that she'd never actually dedicated herself to him as his filly-friend, leaving her still very much a single mare. But even still...

"Bade and I... had sex together a couple of days ago...and yesterday...and he loves me, and I love him." Twilight stated, knowing Amaya wasn't a squeamish one around sex.

Amaya was a bit surprised Twilight was so open about her mating with Bade, but she simply nodded, standing her ground and letting the other mare continue.

"We've felt like this about each other pretty much since you and him came here, but my being in heat made him finally seemed to...thrust into me...I-I mean thrusted us into a relationship! Twilight nearly squealed the last part as she had, at a very horrible time, a flashback to Bade atop her, unloading into her.

Amaya nodded. "I understand Twilight, I really do. I mean, you're just so sexy, you smell lovely, and your pheromones...well, I think I got a little outside of my head. I'm sorry."

Twilight nodded, then continued; "I...I want to have sex with you, I really do Amaya. You're beautiful, sexy...you have a lovely personality that kind-of reminds me of my friend Rainbow Dash a bit, and I've been really curious what it's like to have sex with a mare for a long time...but, I just can't help but feel like I'd be cheating on Bade if we had sex..."

Amaya blinked, getting the feeling she was starting to gain some ground with that admission. "So, you wonder what it's like to have sex with a mare, huh?" she asked, getting a nod from Twilight, "Hm. Well, did you ever ask Bade to be your colt-friend, or did he ask you to be his filly-friend?"

Twilight shook her head. "Well, no..." Twilight asked, "...but I love him, and he loves me, so that makes us a couple, right?"

Amaya moved a little closer to Twilight, Twilight giving a gentle shudder as Amaya gently nuzzled her wing, it taking all of her power to keep her wing from springing open at the touch on such a sensitive area. "You have very beautiful wings Princess..." Amaya said softly, before giving it another nuzzle, Twilight wincing again at how good it felt to her sensitive body, "May I try something with them?"

"I...uh...thanks?” Twilight said, a bit thrown by the topic change, "and...I guess so?". They'd been talking about Bade and her relationship, and then—

Amaya had gently bitten down onto the base of Twilight's wings where the ball-joint met the socket, hitting both of the muscles that connected wing to body at once, sending an intense surge of pleasure through Twilight as Amaya so suddenly stimulated those extremely sensitive, and virtually untouched, erogenous zones.

Both of Twilight's wings suddenly flared out and her tail flagged involuntarily as she felt her passage clenching on itself rapidly, her back hooves trembling in place and nearly buckling as she outright had an intense orgasm right there in the reading room.

Twilight's thick fluids drooled down her legs or dripped onto the floor, her clit winking constantly and her mind thrumming in sheer pleasure as those sharp little fangs dug into her flesh, but didn't penetrate skin. Oddly, the pleasure seemed to focus in her wings more than her lower belly as it usually did, making the feathered limbs tingle pleasurably all the while she came and mixing that pleasure with her already high orgasmic pleasure.

Twilight continued to tremble for a good long while, Amaya meanwhile grinning hugely as she held onto that spot as the Princess shivered in her throes of orgasm, gently shifting her jaw and earning a few quiet squeaks from Twilight at the extra surges of pleasure that were sent through her.

Eventually, Twilight's mind floated down from her orgasmic high and she started feeling more than just pulses of pleasure, slumping a little. "Wha-what was t-tha'?" Twilight asked in her blurry-minded state, her whole body feeling relaxed now, her burning need lessened some from the orgasm and her wings feeling like she'd just gotten a wonderful massage on them.

"That, beautiful, was what we thestrals and our brethren Pegasi call a 'wing-gasm'. It's caused by stimulating the wing area properly while preening, or by knowing the right spots to hit. Like I just did. It usually takes more than one bite though, so you must have been REALLY needing release." Amaya explained, seeing a puzzled look grow on Twilight's face. Apparently, the mare didn't know quite everything.

"B-bu-why?" Twilight stumbled out, trying to figure out why Amaya had targeted that spot and made her cum, as well as being amazed that one simple touch could have such a drastic effect on her...and leaving her quite curious what else this mare knew.

"'Why 's because you're so tense because of your estrus that you look like you're about to snap! I know you said you love Bade now, but does giving another an orgasm really have to be love? Do you love me more now after I made you cum than before?" Amaya asked, softly giving Twilight's back a kiss, noticing her arching it up to her lips a little bit.

When Twilight shook her head 'no', Amaya continued; "Lust when you're in heat is simply instinct; it's just our body begging for physical stimulation, no emotions needed. We just need to cum, and cum, until the itch finally stops for a while, whether our partner is our lover or not. That's why many mares have their friends as 'heat buddies', even if they are married or romantic with a stallion, but don't want to risk her getting pregnant or having to buy or use birth control. After all, mares can't get each other pregnant...not without some powerful magic and on purpose at least. The mares satisfy each other during heat season, sometimes with their stallion watching or even joining in, but after breeding season ends the mare will go back to their stallion and simply will be friends with that mare after, with no romantic attachment."

Twilight considered this new information. She'd heard about 'heat buddies' in passing from her friends, but never really knew what it meant when they spoke about being 'heat buddies' with each other. As she considered who'd mentioned it, her tight-knit group of friends, she blushed as she imagined them having sex with each other... and she couldn't say she was turned off by the idea as much anymore. As she felt Amaya continuing to softly bite on her back, approaching her rump, she arched her back sharper, her rump rising higher into the air in obvious need, her tail fanning her fertile scent more rapidly now. Amaya did not leave that unnoticed. She had Twilight right where she wanted her.

"What I'm saying is, Twilight, this would be simply to ease our heats. I mean, you don't have to love me to fuck me." Amaya said, giving a shark's grin.

Twilight thought for a while more, before letting out a breathy sigh. She knew Bade was aware of 'heat buddy' relations, as he talked about it happening a few times with the female guards in the Royal Night-Guard bunkhouse, them doing it right there in the middle of everypony, and she distinctly remembered he'd said that 'it was so bucking hot to watch when two mares go at it in heat'. She hoped she wasn't actually cheating on Bade, with her hormones and Amaya's current actions having a heavily weighted vote in favor of getting some relief and trying something new, especially with the fact that Amaya had just brought her to orgasm with one simple bite. After all, this was just for her heat.

Twilight trembled as a shiver went through her when Amaya returned to her wings, licking gently along the leading edge, before nodding her head, "I'd...I'd like to see your special collection in your chamber..."

Amaya stopped her actions completely, letting out a shuddering breath. "So, why'd you say 'no' before but 'yes' now?" she asked, genuinely curious. Never, in a million years, did she imagine Twilight would actually say yes after the dozens of times she'd rejected her before, not even after her little 'persuasion'. Now Amaya wasn't sure what to do, her hooves seemingly glued into place, but she was was still holding a cocky grin.

Twilight gave an ever-so-adorable, yet totally-fuckable giggle. "Well, I was scared and intimidated by your forwardness before, Amaya." Twilight explained, before moving closer to the stunned mare, rubbing her side against the thestral’s, their sensitive wings meeting for a moment and making both shudder, "...I'd never had a partner before and I didn't have any sexual experience, making me even more nervous to be with such a...seemingly-aggressive sexual partner," she explained, continuing to grind against the other mare, never once breaking physical contact with her since she'd started, and earning a soft gasp from her as she nipped behind her ear and got it to twitch. "Now that I have had some experience with Bade, and you've shown me what some well-meaning sexual forwardness can do...plus that this isn't like cheating...I'm ready." Twilight said, flittering her wings a bit, them still tingling lightly from Amaya's earlier treatment. "So, uh, did you still wanna go to your chamber or...?"

Amaya was still somewhat in shock, but this time was also growing incredibly aroused by the hot body rubbing on her own. The pheromones of another mare were in her muzzle, mixing with her own and making her marehood start to drip and wink even more under her tail, her instincts crying out for stimulation whether by her hoof or something else. Or somepony else.

"So...?" Twilight asked directly into Amaya's ear, earning a shudder from the other mare, "...shall we go to your chamber now, or did you want to get ready first?"

"Yes ma'am! Give me...like...five minutes!" Amaya said eagerly and in an equally wanting tone, earning a soft chuckle from Twilight as the bat-pony raced out of the room like her tail was on fire, undoubtedly heading to her own chamber to set up.

Deciding to get a move-on and not keep her to-be bed partner waiting, Twilight shook her head and started to head to Amaya's chamber, thinking of the situation along the way, her clit winking eagerly as she walked.

Twilight was still somewhat in shock herself that she'd accepted, though she knew it was a long time coming. Ever since Amaya had shown interest in her that first day, Twilight had wanted to say 'yes' to the sexy, exotic mare, but her lack of experience and derived nervousness always made her reject her offers of pleasure. After her two times with Bade showing her how pleasurable and relieving sex during estrus could be, and there was nothing to be scared of if your partner got a little rough so long as both were OK with it, Twilight finally had grown even more curious what it would be like to have sex with another mare.

Twilight had actually been curious ever since she'd made her five best friends in the world—Applejack, Fluttershy, Pinkie Pie, Rainbow Dash, and Rarity—her inquisitive nature making her very adventurous in many senses, but she had never pursued it because of not wanting to ruin her close relationship with any of her friends if they didn't feel the same. Now, however, she had a very willing partner who wanted to have sex with her, and a permanent romantic relationship wasn't required. A 'friend with benefits'.

~

As she arrived at Amaya's chamber door, Twilight felt a twinge of nervousness start again as she remembered all the strange and exotic toys Amaya had, an ounce of her previous fear of the unknown creeping in. Would those spiky-looking toys hurt, she wondered, or feel good like Bade's penis had. Would Amaya be as forceful and dominant as she feared, or a passionate but caring lover like Bade had been?

As she rose a hoof and knocked on the door, Twilight almost felt like simply explaining to Amaya that she'd changed her mind when the door opened...but as the door did open and Amaya stood in the doorway in a pair of two-tone-grey striped socks, her mane tied up in a ponytail instead of its usually scraggly style, and her tail wrapped around the base as well to keep it out of the way, Twilight felt all doubt leave her. Amaya was indeed a very sexy mare, and Twilight would have sex with her.

"So, you made it..." Amaya said in a honey-sweet voice smooth as silk, a well-practiced sensual tone if Twilight had ever heard one, her statement followed by a quick flick of her tail, "I just finished getting everything ready for you beautiful."

Twilight couldn't help it as she felt her cheeks flushing hot at hearing a mare talking to her this way, her loins flushing just as hot. Lacking the male pheromones calling her to this mare as a breeding partner, Twilight's body was somewhat confused, though it swiftly started to understand as she saw what was set up on the bed.

On clean towels on the mattress, lined up by size and type, were at least thirty or more dildos, ranging from simple, undetailed rods to anatomically correct, single or double-ended, small to huge, and of so many domestic and exotic species that even the well-read mare couldn't identify them all by sight. "Well..." Amaya started in that same silky-seductive tone as before, "...you wanted to see my 'preciouses'; there they are, all set up just for you. Feel free to browse, and don't be afraid to toooouch~!"

Twilight took Amaya up on her offer, stepping up to the bed as she got a closer look. Some were a variation of size or style of a stallion's penis, but many others were of other races or animals. While many of them were the long cylinder with a standard flare on the tip and a medial ring from any normal pony stallion, some flared and some unflared, two of them, one flared and the other not, were thicker and curved more upwards, Twilight identifying that one as a Zebra penis replica. As she picked another, smaller one up and studied it, feeling the soft yet firm texture of the silicone, she meanwhile identified many of the other exotic styles laid out before her; canine, feline, griffin, manticore, primate, drake, cockatrice...and even dolphin and sea-dragon! That's not to mention the many other abstract or unidentified animal ones. Many of them had tubes attached at the base, the purpose of those a mystery to Twilight.

"W-wow...there's...so many different kinds..." Twilight stammered out, her eyes feasting on the toys as a starving pony's would on an all-you-can-eat buffet.

"Yep, well, sometimes you just see something new and want to try it out, y'know?" Amaya said, her hoof petting over a particularly thick one with an equally thick knot at the base; likely a replica of a Diamond Dog's tool, "Ever since my mother gave me the one you're holding as a coming-of-age present when I entered my first estrus, I've had somewhat of a...strong fondness for both real and fake cocks."

Twilight looked down at the dong she was holding and quickly set it down again, realizing that it was about the size of a colt's penis and indeed intended for a filly's first estrus. "Oh, I...see." Twilight said and nodded, before deciding to move swiftly on, her nether now burning hot at all the prospective options laid out before her.

"You can pick any one...or more...that you want to borrow any time you want to, now or in the future. They're always clean and ready to use." Amaya explained, before watching as Twilight picked up the double-shafted, spined dragon dildo, and the barbed and knotted griffin one that she'd just used herself, in her levitation.

Twilight found herself wondering, her blush burning hot again as she found herself thinking of her young dragon assistant in that way. <...bad Twilight, don't think like that! He's like your younger brother! Your sexy, double-penised...stop!>

"You sure you wanna try those ones? They're definitely two of my more...exotic and intense toys." Amaya said, before seeing Twilight shake her head and lower it to the sheet again.

As Twilight's eyes landed again on an anatomically correct double-ended Zebra dildo, she picked that one up in her magic instead. "So, why does it have two flares?" Twilight asked, also wondering why it was so long. There was no way it would fit in a single mare after all, being at least two-and-a-half feet long.

"Ah, that's not just for one mare Twilight," Amaya explained, her voice keeping that tone that made Twilight's wings unfurl and start to rise in arousal, "that's called a double-ended dildo, and it's for two mares to...share. At the same time." Amaya whispered into the alicorn's ear, earning a heavy shudder as her words settled in, "...and Zebras feel a lot like thestrals when they're inside of you."

After thinking for a moment, Twilight nodded. "I want this one." she said simply, with Amaya nodding.

"Great! So, did you want to take it to your chamber, or me to leave you alone here...?" Amaya asked as she removed the other toys from the bed, setting them on a nearby table, though not oblivious to what Twilight's choice suggested. In fact, it would be any moment now that—

"It's meant for two mares at once you say, huh?" Twilight asked as she took on a seductive tone of her own as she used a hoof to play over one of the medial rings, before tracing the length to the other one's flare, "Well, lucky me you're here to be the second mare." As Amaya watched the toy levitate behind her, she gave a quiet, needing whinny as she felt the fake cock rub against her slit, her leaning back against it on reflex and her clit winking on the head. She was beyond horny already.

"Shall we?" Twilight asked, levitating the dildo away from her slit and bringing it to the bed, giving it a lick on the dry end.

Amaya's heart nearly stopped. Twilight really did want to sleep with her. As she climbed up on the bed, starstruck, she had never nodded so much as she did then.

"So...um...what do we do now? Do we just...stick these inside us?" Twilight asked, breaking the flow with that question.

Amaya was slightly jerked out of her lustful state by the abrupt question...but then something came to mind. "Something like that. But...well, we could just use the toys now...or we could do something a little more...fun first."

Twilight's ears perked up at that. "'Something more fun'?"

Amaya nodded. "Ya ever hear of a '69'?"

"Is that...like, some sort of math question?"

Amaya literally face-hoofed. "Alright, no, it's not. It'd be easier to just show you. Is that OK?"

Always eager to learn something new, as well as extensively liking when Amaya had 'showed her something' earlier, Twilight nodded.

"Right, I'll be top, since it's your first time." Amaya said, before climbing on the bed. Her legs splayed open, displaying everything she owned with pride, her bat-pony pussy dribbling its nectar down to get into her tail in anticipation; "First, get on the bed..."

Twilight obeyed, climbing onto the bed and laying beside her – face-to-face. "No Twilight, not like that..." Amaya said, shaking her head; "Here, just stay like that..." Amaya then moved so she was laying atop Twilight, her crotch facing Twilight's muzzle, and Twilight's was facing hers in kind. For both mares, the fertile scent of the other was much stronger as close to the source as they were, and already Amaya's mouth was watering.

"So, um, as nice as you smell, you never answered me; what's a '69'?" Twilight asked, getting a quiet chuckle from Amaya.

"You still haven't figured it out huh, even with it literally right in front of your nose?" Amaya asked, and, before waiting any longer, she gave Twilight's slit a long, slow lick from just short of her anus, all along her slit, before finally ending on her clit's hood with a swirl. Twilight simply gasped as she felt the smaller, more delicate tongue of Amaya lick over her petals as Bade's had, but at the end of her lick Amaya started to swirl slow circles over that small upward curve in her vulva, the sensations growing more and more intense until—

wink

—Twilight's clit winked on reflex. "W-What're you doi–AH~!" Twilight started, before she cried out in sheer pleasure as the other mare applied light suction to her clit as it peeked out, preventing it from going back into hiding by blocking her hood with a carefully placed lip. With the large heart-shaped pleasure nub fully at her mercy now, Amaya simply started to give slow, firm licks along her slit, then started to lick Twilight's clit directly and earned a quiet 'AH~' and kick of the legs from Twilight with each.

"Ooooooh-kaaaay...a-apparently you're doing t-thaaaaaaat!"

Twilight, meanwhile, was in utter bliss as her clit fruitlessly tried to wink again and again against the tongue so pleasurably assaulting it, her entire body buzzing and thrumming with the intense sensations as her hips rocked against Amaya, only for her to feel a pair of hooves gently but firmly pin her hips against the bed. She didn't much mind. Twilight had never really focused on her clit as she'd masturbated, the few times she had touched it only being at the very end of her in-heat masturbation sessions to finish herself off, and while Bade had licked it a few times before. This gave her an entirely new perspective on things, and she regretted not focusing on it more in the past if it felt that incredible.

<It feels really good when somepony focuses on licking my clit like that! How did I not know this would be so amazing?!> "P-please, keep g-going!" Twilight begged, getting a nod from Amaya, and another harder lick on her clit.

Amaya simply hummed softly, happily, as she heard Twilight's pleasured begging and tasted the distinct flavor of a fertile mare once more, with an in-estrus mare's fluids always thicker and tasting just a bit muskier and sweeter to the bat-pony than an off-cycle mare's. Changing her focus off Twilight's clit, figuring she'd had enough of the intense stimulation for now, Amaya instead focused on dragging her tongue just along the seam of Twilight's lower lips from bottom to top again, not hard enough to penetrate just yet despite Twilight's muscles trying desperately to pull her inside, her hips pushing down on her muzzle. She didn't want to give it all away so soon.

When Amaya suddenly pulled away, Twilight being disappointed was an understatement. "W-why?" Twilight asked in a whiney tone akin to a foal having their favorite toy pulled from their hooves, pouting softly.

Amaya simply grinned, shifting her hips a bit as her tail remained out of the way, her clit winking a couple of times in response. "Give, and ye shall receive again. You scratch my itch, I scratch yours." Amaya said with a smirk, grinding a bit against Twilight now, her sensitive teats pressed into her chest. She herself was beyond horny as she realized she was eating out not only a princess, but also a very lovely, beautiful, and kind mare. Not only that, she was also teaching Twilight how to eat her out!

Getting the hint, and very much wanting more pleasure, Twilight gave a tentative lick at Amaya's swollen, leaking marehood, finding her vulvar lips were wider than a pony mare's, with little wrinkles at the top so a thestral mare could stretch wide for the larger penis of their males. Getting some of her profuse fluid on her tongue, Twilight gave the sweet, musky liquid a taste. Twilight found that Amaya tasted similar yet quite different than Bade; while Bade had been distinctly masculine – strong, very musky, and lightly bitter – Amaya's flavor was very light and sweet comparatively, though there was still a good hint of her own feminine musk involved.

Amaya meanwhile gave a soft moan that vibrated Twilight's pussy at the first sexual contact from another she'd had down there since she'd left Canterlot, her hips shifting up eagerly as her clit gave a wink, inviting her pleasurer back in. "Mmm yes, just like that Twilight...peeeeeerfect!" Amaya moaned our, her back arching.

Finding she liked the flavor and the encouragement, Twilight licked again, then again, each time earning a wink of Amaya’s clit and a quiet coo or bit of praise. As she started to follow her bed-partner's lead and began to lick on Amaya's large pleasure bulb as it peaked out frequently, the bat-mare's hips started to gently grind against her muzzle. "Mmm, now that's more like it...if y-you keep licking there, I t-think you've earned your r-reward..." Amaya said, before slipping her tongue inside Twilight.

While it wasn't as thick as Bade's stallionhood had been, Twilight's body nonetheless reacted to the penetration with a clench down on the welcomed invader and sent a surge of pleasure through her, her entrance squeezing down as the squirming warmth slid deeper, welcoming it in further inside of herself. As it twisted and writhed inside of her, Twilight found that it was certainly more active than Bade had been with both his penis and tongue; the tongue of a very experienced mare who knew what she was doing.

Distracted and dazed by the feeling of being penetrated again, Twilight lost focus on her own licking for a moment, but was swiftly reminded that Amaya wanted this pleasure to be mutual by a firm grind of winking pussy-lips against her nose. Knowing it was only fair to return the favor, Twilight pressed her own tongue deep into Amaya as well, her senses now awash with the heated mare's flavor and scent.

For many more minutes the two ate each other out, letting out a quiet squeal of approval as one found a particularly nice spot inside of the other, back legs occasionally twitching or crotches grinding against their pleaser's muzzle as they panted for breath.

Finally, Twilight let out a quiet cry as her licks stopped, her whole body quivering beneath Amaya's as she'd found a particularly sensitive spot inside of her passage and wouldn't stop licking it. Twilight rocketed over into another intense orgasm as she virtually convulsed under Amaya, intense tingles rolling along her body as she felt Amaya simply keep licking that spot, knowing she must have found her G-spot.

Amaya simply kept licking once she'd found that small patch of spongy flesh she knew every mare had, hearing the soft whimpers from Twilight and feeling her passage clenching intensely over her tongue as she undoubtedly came hard, her crotch grinding the large amount of orgasmic fluid she'd released into Amaya's muzzle as she trembled intensely. The thestral simply grinned and kept licking, a hoof gently playing with her spasming clit and extending her huge orgasm even more, making Twilight loose another large squirt of her femme-cum.

Finally, what felt like hours later, the intense tingling pleasure slowed then stopped as Twilight's clit slowed its winks and her passage calmed its death grip on Amaya's tongue, Twilight going limp beneath Amaya as she struggled to catch her breath. Amaya rolled off and lay beside her instead, admiring the red-faced, panting result of her handiwork. , she boastfully thought.

After some seconds of simply laying there, panting and collecting herself mentally, Twilight finally tried to speak. "Tha-wa–...tha–" Twilight stammered, her tongue tying knots, before finally it seemed to understand she wanted to speak; "That was...wow..."

Amaya simply smiled genuinely, happy she'd pleasured Twilight and let her find release again...and though she herself very much needed release of her own, that could wait a moment. "I'm glad you enjoyed yourself," Amaya said with a smile, before gently wrapping Twilight in a hug, her smile widening as she felt a pair of hooves wrap around her in kind.

"...but you didn't get to...finish yet." Twilight said, to which Amaya nodded and gave a most lascivious smile and the most bedroom of eyes.

"That begs the question: what're you gonna do about that? After all, you're leading by two to zero..." Amaya asked, eyeing the double-ended dildo nearby them; "...maybe you could try to even up the score?"

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