The Witch's Spell

by Duelist96

Rating: mature
Tags: Sex, Slice of Life, My Little Pony: Friendship is Magic, Rainbow Dash, Rarity, Romance
Length: 7179

Nightmare Night is a wonderful holiday for all the ponies, and Rainbow Dash is going to find something even more to enjoy about it.

Rainbow Dash is a prankster by second nature, and it always showed up when Nightmare Night came. She would go about Ponyville, pranking all of its residents and having a good time. Sadly, this Nightmare Night she isn’t allowed to go on a pranking spree. Her marefriend, Rarity, has left her in charge of keeping an eye on the Cutie Mark Crusaders.

Although, Rarity did give her a wonderful costume, and she even promised something for when she came back to the boutique.

If the costume is anything to go by, then she was going to have wonderful treat waiting for her.

Editors/Proofreaders: Listener and Jay The Stormtrooper

Youtube fan reading here.

Cover Art: DfectiveDvice

Published 2016-10-31 16:50:01 UTC
Last updated 2016-10-31 16:50:01 UTC

Falling Into Her Thrall

The Witch’s Spell
By: Duelist96
Chapter 1: Falling Into Her Thrall

Nightmare Night is a wondrous time of year for everypony in Ponyville. The foals get to scamper about in their costumes, receiving treats and goodies from the older ponies and partaking in several games that would be set up around town. The holiday was made even more special since Luna made it her duty to appear during Ponyville’s Nightmare Night festival, scaring everypony she came across. Besides the sweets and treats that were a crucial part of the Nightmare Night tradition, what made it ever more special was the art of pranking.

If there was ever a pony that took pride in pranking, it was none other than Rainbow Dash. She would go about every Nightmare Night, pranking all the ponies in some form or another. It always made Rainbow laugh to see the frightened faces of the ponies that fell victim to her pranks, and it was even better when Pinkie Pie, or in the rare cases Luna, assisted her in pranking. Dash had enjoyed it so much that she had planned out years ahead how she would plague Ponyville with another mischievous act, but that was soon stopped after certain circumstances.

A couple years back, after weeks of internal debate, Rainbow Dash finally admitted her feelings to Rarity, though it could have gone better. Admitting her feelings to her friend during a severe thunderstorm was probably a bad idea in hindsight. Either way, she told her friend everything that she had felt about her through the years, and thankfully Rarity returned her feelings. After that, the two of them have been happily dating since.

Sure the two had gotten under each other’s skin, but that was a given due to their clashing personalities. There had actually been a heavy disagreement between the two that Twilight had offered to bring in Princess Cadence to help them with their issue. The two quickly solved their spat, wanting to avoid having to deal with any of Cadence’s help with their love. It wasn’t because they thought she wouldn’t be helpful, but she would have taken things a bit too far, if any of the stories they heard were true. She was the Princess of Love after all, and that meant nothing was unknown to her, or off limits.

At the end of it all, the two are happy together and wouldn’t change anything for the world. Although, there is one thing that Rainbow Dash wishes that she could change, and that would be who bore the responsibility of watching the Cutie Mark Crusaders. She was stuck on watch duty for the little rascals, especially since they brought along their new friend Gabby. It probably wouldn’t be so bad, but the four of them have been bouncing back and forth from gathering treats and playing games. Dash was too busy watching them that she would miss her chance to use the cloud she was laying on to scare passing ponies.

Then again, she did promise Rarity that she wouldn’t be mischievous this Nightmare Night, especially after the costume that she made. She currently was wearing another Shadowbolt uniform, but this one stood out a little more. Instead of the outfit fully covering her body, it was split into pieces. Each piece hugged her body perfectly, accentuating her athletic curves and barely maintain her modesty. Rainbow believed that Rarity did that on purpose to get her riled up. The shorts are what gave her the problem, including the silk panties that she wore underneath. Both sets of clothes rubbed against the piercings that she got on her nipples a few months back.

It was a gift from Rarity, and she couldn’t help but smile as she remembered that she had gotten her a similar gift. Rarity’s piercings weren’t on her nipples, but in an area that was very sensitive for her. Gritting her teeth, Rainbow fought back the urge to plunge a hoof between her legs and going to town on herself. She focused her eyes on the four friends, watching as they sat at a bench sharing ghost stories and eating candy. Dash let out a deep sigh as she sunk further in her cloud, praying to Twilight that somepony would save her from her duty.

It seemed like her friend was answering her call as Pinkie Pie arrived with a group of foals following her. Clopping her hooves together in excitement, Rainbow flew off of her cloud, making sure to disperse it before joining her friend. She was low enough to the ground that Pinkie waved at her excitedly.

“Heya, Rainbow Dash. Having a super spooky Nightmare Night?” Pinkie asked as she threw candy onto the ground and pecked at it.

Rainbow wasn’t sure why she had decided to go as a chicken again, but decided against it. Whatever her friend wanted to wear wasn’t any of her business, and it was actually funny to watch her act like a chicken.

“Hey, Pinks. I’m having an okay night,” Rainbow replied, offering a small shrug.

“Only an ‘okay night’? But you love this holiday! Haven’t you been pranking anypony?” Pinkie asked with an arched eyebrow.

“I promised Rarity that I wouldn’t go out pranking tonight, and look after these four instead,” Rainbow explained, gesturing to the three foals and griffoness hatchling.

“Oh, that’s a pretty big bummer,” Pinkie said, giving a small frown at Rainbow’s predicament.

“It is, but it hasn’t been that bad. Luna has actually been doing a few pranks of her own, so I’ve been able to get a few laughs out of tonight. Plus, you could say this has been a bonding experience for Sweetie and me,” Rainbow said, smiling at Sweetie Belle who smiled back in her dictionary costume.

“If you want, Dash, I could look after them so you can go have a little bit of fun,” Pinkie offered. “I was actually about to head to the statue of Nightmare Moon with the foals so they can give their offerings so they won’t get eaten,” she continued to say, a huge smile spreading across her face.

“I don’t know, Pinks. I did promise Rarity, and even though I would be leaving them with a close friend, I don’t think she would like that as much,” Rainbow said, looking between Pinkie and the four fillies she was left in charge of.

“Go have some fun, Rainbow Dash,” Scootaloo said, hopping off of the bench and taking her candy with her to Pinkie’s side.

“Yeah, you’ve been with us most of the night, and I’ve seen how bored you were on that cloud the entire time,” Sweetie offered, joining her friend at Pinkie’s side.

“Plus, we’re wanting to wind down at the clubhouse soon, and there’s no reason to watch us there since we’ll be eating candy and telling more scary stories. Go have some fun, and if Rarity doesn’t like it, then we’ll just explain everything to her,” Apple Bloom added, grabbing Gabby by her claws and pulling her to Pinkie’s side.

“You sure you can look after them, Pinkie?” Rainbow asked, glancing between the CMC and Pinkie.

“Of course, Dashie! I’ll make sure they’re well looked after so you can have a bit of fun,” Pinkie said.

Smiling a little, Rainbow gave a curt nod to Pinkie as the foals turned towards the direction of the statue. Before she could fly off, she felt something tug on her tail. Looking back, Pinkie, who was smiling as she spoke.

“Also, make sure to give some of that fun to Rarity as well,” Pinkie said with a slightly sultry voice, a wink punctuating the end of her sentence.

Rainbow’s face flushed at the implications that Pinkie made, but before she could say anything, Pinkie was bouncing away with the foals. Face still burning, she turned away from Pinkie and headed back for Carousel Boutique. It was a little unnerving to see that Pinkie might have known what was planned between her and Rarity for the night, but that was always how it went. It was a good thing that Pinkie actually kept everything to herself, respectful of their private matters.

It wasn’t long before Rainbow reached the boutique, opening the door quickly and slamming it shut behind her as her heart raced. The fly home didn’t help her growing arousal, and the shifting of her lower clothing only teased her piercings even more. It also didn’t help that after she had slammed the door, Rarity’s sultry, silky voice called out to her.

“I’m in the bedroom, darling,” Rarity cooed, ushering Rainbow towards her.

Rainbow didn’t take a second to think as she trotted up the stairs and immediately headed for Rarity’s bedroom. She stopped outside the closed door, her breathing heavy as she shifted her pants. This only caused a small moan to escape her lips as her panties gave a gentle pull to her left piercing. Gathering up as much of her steely resolve as she could, she opened the door.

Rarity’s bedroom was almost entirely pitch black. The only thing illuminating the room was a few scented candles placed in specific spots. Rainbow took a big whiff of the vanilla scented air, and it brought her nethers to ablaze from how much it reminded her of Rarity. Breathing in the air evenly, her eyes roamed over the room and spotted Rarity lying on the bed. The small spark she felt inside her immediately grew into an inferno upon spotting her lover.

Rarity was propped up on her right side, her left hind leg bent as she held her head up with her right forehoof. She was dressed as a witch, but it was a version best worn in not so public areas. Her outfit was in pieces similar to Rainbow’s, but it revealed so much more. Her hat was sitting askew on her head, blocking one of her smoldering eyes. The top hugged her perfectly, showing the care that she took with her body and how proud she was to show it off. Her skirt, if it could even be called that, was open in the front, but covered her hindquarters.

It was there that Dash was staring at, as her bent leg gave an unobstructed view of her marehood. Dash felt her throat go dry as she stared at Rarity. The smoldering gaze continued to increase the fire inside of her, and that sultry grin drove her even closer to the bed. She noticed Rarity’s tail swirling through the air, and as she got closer to her, she could make out a second scent among the vanilla. Lavender. Rainbow reached the edge of the bed and sat on her haunches, grinding slightly into the soft carpet below to ease some of her tension.

“Seems like my little Shadowbolt came home a little earlier than expected,” Rarity spoke huskily, leaning across the bed to place a hoof along Rainbow’s cheek.

Rainbow shuddered at the feeling of her hoof, giving a soft moan as she ground harder into the carpet.

“I’m sorry, Rarity, but Pinkie offered to watch over the CMC and I couldn’t wait any longer,” Rainbow said apologetically, hoping to not have angered Rarity.

“It’s quite alright, Dashie,” Rarity said with a slight purr, her muzzle inches away from Rainbow’s face. “I had hoped that she would find them and offer to look after them so you could enjoy yourself,” she continued to say, her words flowing like silk.

“You’re… really unfair… you know that… right?” Rainbow asked between pants, finding it hard to keep herself in control.

“I may be, but getting you so wound up brings you into a better state to rut me,” Rarity said sensually, ending her sentence with a lick to Dash’s ear.

“I don’t think… I can last… much longer… Rares,” Rainbow said in slight desperation.

“Then drop your pants and get up here so we can begin,” Rarity said with a slight animalistic growl, nipping the tip of Rainbow’s ear.

That was all it took to finally break Rainbow’s resolve as she jumped onto the bed and began work on her pants and panties. Before she could even have a chance to remove them, Rarity pushed her onto her back, minding her wings as she leered over her. Rainbow let out a small whinny as she bucked her hips up, trying to convey her thoughts. Thankfully, they weren’t lost on Rarity, but that didn’t mean pleasure wasn’t taken at her own expense. Rarity’s horn glowed its sapphire aura and grabbed at Rainbow’s undergarments, causing her to squirm as that grip also spread to her piercings.

As Rarity worked on slowly pulling her lower garments down, she would give a gentle pull or twist to the piercings and would watch her squirm. Rainbow’s face bloomed a dark scarlet as she felt her lower clothing go past her hips, the wet spot on her panties peeling away from her leaking flower. The thought of what Rarity would see when she pulled her pants away fully excited her, and created even more arousal to run free.

“Ahhn,” Rainbow moaned in a lone tone, feeling a pleasant tingle from a pull on her piercing.

Rarity leaned in close, brushing her muzzle against Rainbow’s muzzle, letting her warm breath wash over her. Rainbow bucked her hips up when Rarity finally got her lower garments to her knees before quickly pulling them away. A satisfying moan escaped her lips once the clothing was removed, her marehood now creating a mess on the silken sheets.

“My my, Dashie. I had no idea you were this worked up,” Rarity said in a low, silky voice.

Rainbow cracked her eyes open to see her panties held in Rarity’s magic. She was giving her a smoldering look that only set her core further aflame. As she looked at the mess that she created, her eyes followed as her panties were moved away. Her eyes widened when she realized that they weren’t being discarded, but drawn closer to Rarity. Rarity had her tongue sticking out, her eyes never leaving Rainbow. Once the soiled panties were close enough, she took a slow, long lick over the wet spot.

Dash trembled underneath Rarity, her eyes unblinking as she watched her lick away her mess. She could feel the hairs of her tail become soiled as a small puddle was starting to form underneath her. Several agonizing minutes rolled on as Rarity continued to lick at the panties, enjoying the way Rainbow watched her. Feeling she had teased enough, she threw the panties to the side and fully loomed over Rainbow.

“Do you mind I have a little something before you take control?” Rarity whispered huskily into Rainbow’s ear.

“O-Of course,” Rainbow said with a slight stutter.

Grinning like the Cheshire cat, Rarity leaned in and locked her lips with Rainbow’s. Rainbow let out a low moan, enjoying Rarity’s soft lips and roaming hooves. She could taste the lingering flavor of her arousal on her tongue, and could only moan louder. Her back arched and her wings stiffened as she felt one of Rarity’s roaming hooves touch between her thighs. She felt Rarity pull away, causing her to let out a small whinny. Her eyes opened again to see the hoof that had touched between her thighs coated in her arousal.

Seeing the hot look that Rarity was giving her, Dash leaned up just enough to lick at the hoof. She listened as Rarity let out a hum of approval as her hoof was licked clean. Once she was finished with her task, Rarity kissed Rainbow’s lips one final time before slowly traveling down. She trailed kisses along her body, Rarity’s horn lighting up as she teased Rainbow’s piercings and wings.

“Ahhhhhn!” Rainbow released her loudest moan yet as Rarity kissed, nipped, and licked her way down her body.

Rainbow reached down to Rarity’s head, trying to usher her down faster, but her hooves were quickly swatted away. The message was clear to her, and she fought back her urges to rush things along. She knew that as long as Rarity got what she wanted, then she could have what she wanted as well. She felt Rarity at her navel, her tongue teasing around it before giving a gentle blow of air. The effect was instant as Rainbow arched her back high into the air. A gentle hoof was placed on her chest to ease her back down.

Rainbow looked up at Rarity with a pleading look, one that was answered with an air kiss before she lowered herself again. Rainbow’s heart pounded in her chest as she waited for the explosion of pleasure that she was about to receive. Feeling that she had been good enough, Rarity stuck out her tongue again and gave a quick lick to Rainbow’s folds.

“Ohhhh, r-right there,” Rainbow moaned, her stiff wings twitching.

Smiling to herself, Rarity leaned in again, and this time gave a full lick to the delectable blue folds. As her tongue worked across Rainbow’s sensitive marehood, more ecstasy would leak out. Rainbow squirmed on the bed as Rarity licked away at her moist folds, her juices easily being licked away as it was produced. She could feel Rarity’s tongue probe the opening to her vagina, but knew she was ignoring it on purpose. Instead, her tongue would trace along her labia. Rainbow’s pussy continued to wink at Rarity’s attention, her clit flashing before her in needy attention.

Rainbow could feel Rarity’s cool breath on her clit as she exhaled slowly, teasing her even further. She wasn’t sure how much longer she could last under these ministrations, and it seemed Rarity noticed her struggle to hold on. If anything, she was surprised to see how long Rainbow was holding out. Happy with herself and Rainbow’s choice to let her have her way in the beginning, she decided to grant her what she was begging for.

Sticking her tongue out further, she pushed into the depths of Rainbow’s marehood, earning a high-pitched moan from her and a rush of juices. Rainbow hadn’t reached her orgasm yet, but the deep probing of Rarity’s tongue along her inner walls were quickly bringing her closer. Rarity licked along the smooth inner walls of Rainbow’s vagina, swallowing every bit of arousal that would enter her mouth. Rainbow writhed as the tongue lashed against her inner walls, her hooves now gripping the sheets tightly to keep from pressing Rarity’s face deeper between her legs.

She felt as Rarity pulled away, her ecstasy connecting Rarity’s lips to her marehood before being licked away. Smiling, she leaned back down and gave a gentle bite to Rainbow’s clit before she could protest. Rainbow let out a loud scream as her body was wracked in an orgasm. Her body arched harshly as her winking vagina squirted out her love juices, coating Rarity’s chin, neck, and a bit of her chest. She could feel Rarity’s tongue continuing to lick at her clit, extending her orgasm for all it was worth before she finally fell down to the bed, panting heavily as she licked at her dry lips.

“Thank you very much, Dashie,” Rarity said happily, kissing Rainbow’s cheek as she laid down next to her. “Please, take a moment to catch your breath and have a glass of water before we continue on,” she continued, levitating the aforementioned glass to Rainbow.

“T-Thank… you, R-Rarity,” Rainbow said between pants, reaching for the glass, but only to have it pulled away.

Confused, she looked over to see Rarity shaking her head softly. Rolling her eyes, she leaned herself up a little as Rarity pressed the glass to her lips. Taking small sips of the water, she could feel her afterglow leaving her body as her weariness followed behind it.

The two stayed cuddled together, Rainbow’s afterglow exhilarating her as Rarity nuzzled her gently. She was careful to mind the outstretched wing beneath, but her svelte fur was having a slight effect on Rainbow. She enjoyed the way Rarity felt against her own body, a comforting warmth that she could hardly wake up without now. Leaning down, she nuzzled Rarity’s head, inhaling the scent of lilac, vanilla, sweat, and sex from all over. Regaining her normal breathing, she nipped Rarity’s ear, earning a surprised yelp and her attention.

“I’m ready to go if you are,” Rainbow said, a grin spreading across her lips.

“Very well, let’s continue this night,” Rarity replied, her horn lighting up as she moved away from Rainbow.

Rainbow could feel the tingle of Rarity’s magic against her nethers, a heat spreading through her core as she moaned openly in pleasure. Several seconds of that euphoric tingling sensation went by before finally passing. Looking down, her grin grew wider at what she saw. A cyan cock had sprouted between her legs, only at half-mast. A heavy set of testicles were beneath her length, covering her still wet marehood. Rolling over onto her hooves, she looked over to see Rarity already in position. Her tail was flagged and set aside to give Rainbow a perfect view of her glistening lips with the witch skirt pushed over her back.

Rainbow’s cock throbbed at the sight of the perfect white lips, and it began to grow. Licking her lips, she moved in close, planting a hoof on Rarity’s right flank before slowly massaging it. A soft coo escaped Rarity’s lips as her flank was touched delicately, her flower slowly beginning to wink as a trickle of her arousal seeped out and down her thigh. The sight was beautiful to Rainbow, and if anypony said otherwise she would think they were crazy. She enjoyed the view of her winking lips before settling her eyes on the gift Rarity had gotten from her.

On her dock was a bar piercing. The ends were locked in place with holders that were in the shape of Rainbow’s cutie mark. Rainbow still chastised herself for not getting her piercings to have Rarity’s cutie mark, but that was quickly pushed to the back of her mind. Admiring the piercing for a few more seconds, Rainbow leaned in and gave gentle lick to the dock. Rarity’s reaction was instant as her entire body tensed, and a very unladylike moan escaped her lips. Rainbow knew there was a bright blush on Rarity’s immaculate features as she licked.

Rarity’s dock was one of her few most sensitive places, and it embarrassed her to no end when Rainbow paid attention to it. Even with her embarrassment, she enjoyed the feeling that would go through her body, her core aching for more from Rainbow’s dexterous tongue. As Rainbow continued to lick at her dock, a nibble coming in between every few licks, Rarity had to grab a pillow and bite down before she lost control of her voice. As Rainbow continued to lick, she could feel her hardened cock slap against her belly, a bit of precum smearing into her fur, but she wasn’t done with Rarity yet.

Pulling away from Rarity’s dock, a strand of saliva still connecting the two, her attention moved down. She stared at Rarity’s puckered star with rapt attention, her mind clouded with lust. Leaning closer, she breathed heavily on her anus, enjoying the shudders that came from it. The blush on Rarity’s cheeks bloomed even more, her pussy winking rapidly for attention. Rainbow ignored the vagina beneath as she focused her tongue on the rear before her.

Her tongue circled around the tight opening, the bitter taste dancing on her tongue, but not unpleasantly. She teased the opening, listening to the tiny whimpers that would escape Rarity’s mouth from her pillow gag. She continued to circle the entrance, giving gentle probes as she drove Rarity wild. Rainbow let her eyes close as a hoof traveled down to her cock, slowly pumping it as she imagined Rarity’s warmth. It wasn’t like she wouldn’t be feeling it soon, but the harsh throbbing was distracting her from goal. She couldn’t help but moan as her hoof traveled the entire length, teasing the flared head as she pressed further into Rarity’s anus.

A muffled squeal came from Rarity as she pierced her insides with her tongue. Rainbow could feel Rarity press back into her, trying to get her tongue to go deeper. Smirking on the inside, she gave her what she wanted and pressed further. Her snout was pressed against Rarity’s dock, her tongue lashing out at every inch of her inner walls that she could reach. The tightness of Rarity’s rear tried to grasp at her tongue as though it was a cock, trying to milk it for anything it could offer. Her hoof strokes on her cock grew faster as she played with Rarity’s insides.

Her throbbing cock beat in time with her rapidly beating heart, her core letting her know that she was reaching her first climax with it. Sadly, she pulled away from Rarity’s delicious rear, saliva still connecting them. Wiping away the spit, she stood on her hooves and moved to Rarity’s front. A confused look adorned Rarity’s features as she looked up at Rainbow. Looking down, her eyes widened in shock at the large cock that was between her legs. Releasing the pillow from her death bite, she breathed heavily on the appendage before grasping it and slowly started pumping.

“I think… I may have… made you a little… too large,” Rarity said, lust dripping from her voice.

“You can… shrink it down… if you want,” Rainbow offered, her pants heavy as Rarity kept her on edge.

“I shall do no such thing!” Rarity said with determination. “I am perfectly capable of handling something like this, and I don’t expect you to hold back,” she finished, giving a glare at Rainbow.

“Heh, alright, Rares,” Rainbow replied, laughing at her look. “Then do you mind helping me out?” Rainbow asked, shaking the cock that was held softly in Rarity’s hooves.

A lustful smirk was her only response before Rarity took the tip into her mouth. Rainbow shivered in pleasure as Rarity’s warm, wet mouth encased her length. She lifted a hoof to the back of Rarity’s head, ushering her further down her cock. Rarity had made the claim that she could still take it, so she was going to make sure that claim held true. The pressure she put on her head wasn’t heavy, wanting to let Rarity work at her own pace so she didn’t hurt herself. Rarity bobbed her head, taking an extra inch as she went back down.

Rainbow closed her eyes, her wings expanding their full length as she helped guide Rarity along. She didn’t hold back her moans as she felt Rarity’s tongue swirl around her entire length, the sounds of her swallowing her precum only exciting her further. Her body shuddered when she reached past her medial ring, and instead of going back, she went further. She continued down the member, stopping when it touched that back of her throat. Rainbow released her head as she gave a sharp snort, doing everything she could to keep her load from blowing.

She felt Rarity pull back, her tongue teasing the underside before stopping at the tip. Her tongue teased the slit, collecting as much precum as she desired. Rainbow’s wings flapped hard in irritation as she was kept at the edge, her body yearning to cum. Tired of waiting, Rainbow grasped Rarity’s mane and shoved her down. She didn’t stop until her snout was pressed against her groin, Rarity’s throat massaging her cock. The tight, wet, and warm feeling of her throat was heavenly to Rainbow, and she couldn’t hold back anymore.

Her flare expanded as a rush of semen burst forth. Heavy strands of her seed shot out and down Rarity’s throat. Rarity swallowing the best she could, but the large cock in her throat made it hard, and cum started to seep out the sides of her mouth. Rainbow continued to pump load after heavy load of sperm into Rarity’s stomach, her orgasm seeming to never end. She would have continued to hold Rarity in place if it wasn’t for her hoof attempting to push her back. Releasing her hold on Rarity’s head, she pulled out. Rarity coughed and sputtered as cum oozed out of her mouth and nose, her mascara a mess on her face.

Unfortunately, Rainbow’s orgasm hadn’t stopped as more strands of cum continue to fire off, landing all over Rarity’s body. Strands of cum landed on Rarity’s witch hat, staining it white as even more landed across her muzzle. Rarity had her mouth open, despite her coughing fit, and took whatever landed in her mouth. After several more heavy strands shot forth, Dash’s orgasm finally ended, her breathing heavy as Rarity showed off everything that was in her mouth. The cock between Rainbow’s legs twitched as she watched with keen interest, Rarity swishing the cum around in her mouth before showing off her swallowing it.

Rainbow watched the lump that appeared in Rarity’s throat with lust as it disappeared, enjoying the sound of pleasure that came from her. Growling in a slightly bestial way, she pounced on top of Rarity, mashing her lips against hers. There was a slight squeal from Rarity from the surprise kiss, but it soon turned to a gentle moan as she melted into it. Dash ignored the salty taste of her own cum in Rarity’s mouth, too turned on to even care. She broke the embrace a few seconds later, the two panting heavily as they stared into each other’s eyes.

“Take your… costume off so… I don’t ruin it further,” Rainbow said, a hungry growl escaping her lips as she panted.

“I think it’s… already ruined, but it… could get in the way… for the next two parts,” Rarity said hungrily between her own pants.

Dash gave an animalistic growl that set Rarity’s nethers ablaze. Rarity was about to work at her skirt, but Rainbow seemed to not want to wait any longer as she gripped the skirt in her teeth and quickly tore it off. Laughing at Dash’s display, her horn lit up and a bright flash filled the room. Rainbow shook her head and blinked her eyes. Once she regained her vision, she saw that she and Rarity were now bare of their clothing, and Rarity was in position again. Dash took a second to admire Rarity’s needy position. Her lower lips winked rapidly, her flanks swaying side to side hypnotically, and the needy whine she made only spurred Dash on.

Without even taking a moment to consider, and not even bothering to wonder how she had so much output, she mounted Rarity. Her cock slipped underneath her marehood, sliding between her teats. Rarity moaned as she felt the phallus rub against her crotch tits, her body heating up in response. She moved forward, trying to get the tip of the cock against her pussy, but Dash responded by mimicking her movements, the appendage never leaving her teats.

“Tell me, no… beg to me how much you want it,” Rainbow demanded, taking Rarity’s ear between her teeth and nibbling on it.

“Dash, I want you to ravage me! Fuck me into a silly mess where I can no longer stand!” Rarity screamed, all pretense of hiding her voice gone.

Dash grew a big smirk as she pulled her penis along Rarity’s body, enjoying the shivers below her before placing the tip against her opening. Taking a deep breath, Rainbow plunged her cock deep inside of Rarity, who moaned loudly into the open air. Sweat dripped from the bodies, the scent of their sex and musk becoming more prominent over the vanilla and lilac scents. It didn’t matter to either of them as their primal urges enjoyed the scent of their dirty act. Rainbow also enjoyed how dirty Rarity felt and looked beneath her. It was a look only she was ever graced with, given that she tried to remain clean when out in the public.

Clenching her teeth, she continued to push forward, Rarity’s svelte walls squeezing her shaft as she entered deeper. Rarity’s legs were stiff as boards as she felt her insides become full, and the cock go even further than she thought possible. Dash stopped when she reached her medial ring, basking in Rarity’s hungry walls as she watched her shiver beneath. Curious about her size, she spread her hind legs to make sure she was in place as she moved her forelegs around Rarity’s barrel. She rubbed along her stomach and down to her marehood, but felt nothing.

Grinning, she knew this was going to be a fun night as she continued to press forward again. Her cock easily slid inside, her previous orgasm and Rarity’s dripping marehood making it easy to continue. Her walls twitched as she went deeper, her pussy devouring every inch that entered her. Never releasing her hold on her barrel, Dash continued until she was finally hilted inside of her. Rainbow laughed to herself as she felt her flared head against her hooves. Rubbing at the tip, she gave a low moan at the doubled pleasure of Rarity’s inner walls and her own hoof touching her head.

“Hey… reach down…. where I’m pressing,” Rainbow said, panting heavily as she enjoyed the tight confines.

Rarity did as she said, her left foreleg going down her belly. Rainbow felt Rarity’s hoof touch her own, and she moved it out of the way. Another moan escaped her as Rarity’s hoof pressed against her tip, she herself moaning as well.

“Please… pound me with… everything you have!” Rarity pleaded, the slight bulge making her walls grip tighter around the cock.

Laughing a little to herself, Rainbow gave Rarity what she desired. Pulling her hips back, she shivered at the cold air hitting her wet cock, Rarity whining at the empty feeling. Now pulled all the way back to her tip, Dash used her wings to propel herself forward, quickly filling Rarity again. Rarity arched her back as she moaned loudly, Rainbow not stopping her frantic thrusts. Back and forth she went, Rarity’s inner walls doing everything they could to grasp the invading phallus but unable to.

Rarity moved a hoof back down her body towards the small bulge that was created every time Dash hilted her. She used the frog of her hoof to rub along Rainbow’s tip. Rainbow shivered in ecstasy as she felt the hoof rub her tip, her balls churning for another release. Placing more of her weight on Rarity’s back, she gave short, rapid thrusts into her. Rarity’s mouth was hanging open, her tongue lolling to the side as she moaned. She would speak, but all that came out was unintelligible gibberish. Dash gave a derisive snort as she refused to let up her pace.

She buried her muzzle into Rarity’s neck before opening her maw and biting down. She felt her entire body tense up as she tried to arch her back. Rainbow didn’t let go as she pounded away, determined to claim Rarity as her own. It happened every time she was given a cock, but seeing as it never had any side effects they never worried about it. It also seemed Rarity liked it when Dash would become so feral with her, using her body as a means of pleasure and nothing more. Even then, it was known that there was love there, but it was just buried beneath a mountain of primal lust.

Continuing her thrusts, Rainbow felt her peak arrive, and instead of announcing it, she let out a deep growl as she fired off. Streams of her hot, sticky, delicious cum shot forth, painting the inner pink walls white as she filled Rarity. Rarity gave a delighted moan as she felt the warmth of Rainbow’s seed filling her. Rainbow’s cock continued to ejaculate inside of her, never stopping its ending torrent of semen. Heavy strands continued to fill Rarity until she was at her brim. With nowhere left to go, it leaked out from the almost perfect seal that Dash’s cock created.

Rarity shivered at the hot feeling of cum running down her thighs and ruining the sheets below. She didn’t care, she could clean it up later. With her mouth. With Rainbow watching her. Feeling her climax coming to an end, Rainbow gave a few thrusts to finish off, sliding her still erect cock out of the filled entrance. Rarity almost slumped over, but held her rear high, knowing there was still more to come. Knowing that Rainbow needed a reminder, she shook her rear, showing off her pierced dock.

This seemed to work as she felt Dash’s weight on her back again, the penis this time pressing against her rear entrance. Rainbow felt Rarity shiver beneath her. She worked the tip against her tight star, applying pressure in hope of penetrating her. She felt Rarity squirm beneath her, her body pressing back in hopes of getting the cock to pop in. Rainbow worked in tandem with Rarity’s movements as she leaned forward one final time to speak.

“Are you… ready?” Rainbow asked, licking the base of Rarity’s horn.

“I was ready before… oh almost… you even got here! T-There, now press… f-forward,” Rarity said, finding a good position to get Rainbow inside of her.

Following her directions, Rainbow pressed forward and slipped inside. Rarity let out a small squeal from being spread open by her cock, but it quickly turned into a mewl of pleasure as Dash pressed forward. She had thought Rarity’s marehood was tight, but her anus was another story. Given her large girth, getting further inside would have been difficult if it wasn’t for her past orgasms lubing her cock up enough. Dash didn’t stop her advances, grunting as she filled Rarity’s rear with every inch she had.

Lost in her own world, she reached around Rarity’s barrel again, feeling up the small bump that was created from the amount of cum that filled her. A twisted grin spread across her lips at the feeling of how full Rarity must feel, and how much she enjoyed it. After several seconds of slowly feeding Rarity’s ass her cock, she was hilted inside. Both were breathing heavily, Rarity’s eyes glazed over in a lustful haze as her body slowly gave out on her. A heavy snort came from Rainbow as she pulled back to just the tip of her phallus.

Rarity whined again from another empty-feeling experience, but was silenced with a quick slap to her right flank. A moan came from her as Rainbow gripped her tail in her mouth, giving a few pulls to make sure she would get her desired result. Several more moans escaped Rarity as she felt those gentle pulls on her tail, her body shaking in excitement for what was about to come.

Not even waiting for some form of response from Rarity, Rainbow slammed herself back down, deep inside again. Once she filled her rear, she quickly pulled out just to slam back inside. Rarity’s throat felt sore from all her moaning and screaming, and the quick twitching of Rainbow’s cock showed that she was nearing her edge. Taking a few breaths, Rarity used what little strength that she had to reach down her body and feel the small lump that was formed from her overfilled pussy.

A delighted smile graced her lips as Rainbow pounded into her, Rarity’s mind only thinking about the amount of semen that was about to fill her again, and the one who was going to do it. Rainbow continued to slam into Rarity, her rectal walls tightly massaging her length as she brought up her hoof. Her mind completely lost to pleasure, she spanked Rarity’s left flank, listening to the shrieks that came from her, continuing again on the right before going back and forth. The more she spanked Rarity, the tighter she became.

A growl reverberated from Dash’s throat, her teeth gripping at the tail even more as she felt her final climax reaching its peak. She gave a few hard thrusts, adding a few quick slaps to Rarity’s flanks before pulling harshly on Rarity’s messy tail. Rarity screamed at the top of her lungs, her inner walls gripping at the cock tightly as she squirted all over Rainbow’s balls. As she came, Rainbow reached her peak from the tightening of her walls. Dash’s cock throbbed heavily as her final heavy loads shot forth.

Strand after heavy strand exited her cock quickly, filling Rarity to the brim with white seed before having to seep out from the tight confines. Dash continued to fill Rarity as much as she could, her hooves reaching for the small lump as it started to grow a bit more in size. Happy with its size, Dash pulled out, her cock still continuing to fire heavy spurts of semen. With her cock still discharging, she jerked her length with a hoof as she painted Rarity’s snow-white coat with her pearly essence.

Rarity could feel the hot seed painting her body, her body quickly turning over as she let the last few drops hit her body. Giggling to herself from the warmth that surrounded her body, she spread the cum all over her body. She felt even smoother than using the special shampoos and conditioners that she orders from Canterlot. Feeling that last trickle of cum drip along her sensitive lips, she let her body become lax, her breathing heavy as Rainbow joined her on her side.

Breathing heavily, Rainbow made sure there was enough strength left in her so she could wrap a wing around Rarity. She knew they needed a shower, but they were both tired and exhausted after their long night. Closing her eyes, she decided that she would leave it until the morning for them to get clean. It also didn’t help that she might have a chance to watch Rarity clean up the mess they had made before heading to get cleaned up.

As the two settled in for the night, their bodies tired and Rarity’s mind mush from being fucked silly, they made themselves as comfortable as they could get. Happy with at least getting a clean part of the bed to sleep in, Rarity turned over, showing her messy face that almost got Rainbow ready to go for another round. She was able to keep it under control, knowing that they would only end up hurting themselves if they went beyond their limits at the moment. Although, it wasn’t like Rainbow wasn’t trying to make sure that they could go for a sex marathon. Content with everything, Rainbow closed her eyes as they basked in their afterglow together, the breathing slowly coming under control as Rarity finally found her voice.

“Happy Nightmare Night, Dashie,” Rarity said lovingly, snuggling in close for her comforting hold.

“Happy Nightmare Night to you as well, Rares,” Rainbow said, bringing Rarity in closer as the snuggled together.