Breed the Rainbow

by Duelist96

Rating: mature
Tags: Rainbow Dash, Sex, Slice of Life, My Little Pony: Friendship is Magic, Human, Romance, Original Character
Length: 8249

Matt will learn of a wonderful arrangement with his greatest friend, Rainbow Dash.

Matt is the only human in Equestria, but he has been able to make the most of it. He has made several great friends, especially one that he has grown very close to. Rainbow Dash has always had his back and been by his side since his arrival. Together they have made the greatest pair, but certain events are about to unfold. In all honesty, Matt couldn’t be happier for what had come forth.

Cover Art by Pusspuss
Horrible Edits done by me

Youtube fan reading here.

Editor: Jay The Stormtrooper

Published 2017-07-24 16:20:07 UTC
Last updated 2017-07-24 16:20:07 UTC

Inseminate the Rainbow

Breed the Rainbow
By: Duelist96
Chapter 1: Inseminate the Rainbow

Loud noises rang through the restaurant, or at least what Rainbow Dash considered to be a restaurant. She stood waiting impatiently in a long line, her tail and wings twitching in agitation as she stood next to her newest friend. Matt hopelessly watched as Rainbow fought the urge to take the air and figure out what was taking the line so long to move. He easily understood why it was moving so slow, thanks to his height advantage over the unusually small ponies of Equestria. Sadly, there were only a spare few ponies he had met that could easily meet his gaze or not strain themselves so much to try and look at him.

It was the midday lunch rush, and The Hayburger was a very popular place to get a quick bite to eat. It was also a normal routine for them. They would go to this great eating establishment whenever they had nothing to really do. Plus, it was a great way for them to catch up on stuff that has been going on in their lives. Although, Matt was remember a few things Dash had done in his past that have left him a bit confused.

Hell, there was one time Matt could recall where a fellow co-worker of Dash’s was hitting on him. Raindrops was her name if he remembered correctly, and she seemed pretty straightforward with what she wanted. Before Matt could politely decline her offer, Dash had swooped down from her cloudbusting and immediately got in her face, wings flared out. While it was true that Rainbow was the fastest flier in Equestria, the speed at which Raindrops fled that scene could have competed for that title.

There was another time that he could recall when he and Rainbow were hanging out in the park. Rainbow was in the air, showing off some new tricks and a couple of her routine flights with the other Wonderbolts. She had the biggest grin on her face after she was offered a position with Equestria’s best aerobatics fliers. Later on, she had rushed to back to Matt and shared the great news. After her little performance, she landed next to him, struggling to catch her breath after performing intricate high speed stunts and snuggled up next to him like a puppy. The action wasn’t foreign to him. Dash had always enjoyed using him as a makeshift pillow when she wanted to rest, but what made it slightly awkward was when she licked his cheek.

Thankfully it wasn’t a slobbery lick, however, the action had taken him by surprise and he flinched. He had questioned why she did that, but she played it off like it was just something casual she would do for a friend. Not really seeing a reason for her to deceive him or even lie, he accepted his fate and resumed being her body pillow.

Returning his mind to the present, he looked down at Dash, who had sat down on her rear, forelegs crossed with an adorable little pout as she grumbled silent curses. Not wanting to see her like this, he reached down and grabbed her by her barrel. She gasped and almost squeaked a little, her tail folding between her legs as she was lifted by a mysterious force onto the shoulders of a giant.

“Let me help you see that we don’t have much longer to wait,” Matt explained as he lifted Rainbow onto his left shoulder.

“Jeez, dude.” She groaned. “Warn me next time before you do that or else I might end up bucking you in the stomach,” Rainbow warned as she grabbed hold of Matt’s head so she wouldn’t fall off.

“Sorry, but sometimes you look cute when you’re surprised,” Matt stated, chuckling to himself.

“I’m not cute, I’m awesome!” Rainbow shot back, tapping him on the top of his head, refusing to look down at him as a small blush tinged her cheeks. “I should probably test you to make sure you remember this,” she said jokingly.

Matt just shook his head gently, being careful not to knock Rainbow off his shoulder. He counted the ponies in front of him, finding it a bit odd that there were fewer ponies than expected. The Hayburger was always packed fuller than any place during lunch hour, and even though there were still quite a number of ponies, it was fewer than what he was used to seeing. Taking a deep breath, he caught a whiff of mixed berries, although he wasn’t sure what those berries were. It was strange to smell something so sweet when next to a fast food joint.

Deciding to ignore the scent for now, he followed the line closer to his destination. Rainbow continued to fidget on his shoulder, so Matt decided to grab hold of her hind legs to make sure she didn’t fall off. Rainbow glanced at him curiously, but said nothing of it as she faced forward, petting Matt’s head a little as she hummed.

Thankfully, it didn’t take long before the two of them reached the counter and ordered their food. Rainbow got the same meal she always got when eating at The Hayburger. Her meal was two double-stack hayburgers, large hay fries, and a large strawberry smoothie. Matt ordered a simple salad, which was the healthier and less heavy option and surprisingly healthier than the salads at fast food joints on his homeworld. Much to his pleasure, he ordered a root beer to accompany his salad. He was thankful these little ponies knew how to make his favorite soda.

The two found an open booth in the back of the crowded food place and took their seats. Matt chose to seat himself across from Rainbow, but apparently she didn’t like this arrangement. She pushed her food next to his and quickly moved towards his side. Matt gave her a curious stare, but said nothing as Dash began working on her food. Matt happily dug into his salad, enjoying the closeness of Rainbow without trying to outwardly show it.

“So how has everything been with the Bolts?” Matt asked, forking another bite of salad into his mouth.

“It’s been going pretty well. Spitfire got a new whistle and, if the ringing in my ears is any indication, I think she likes it. Fleetfoot’s still trying to get me in her and Spitfire’s little love triangle. Oddly enough, Soarin has even found himself a nice mare and plans on bringing her to our next show,” Rainbow explained, munching away happily at her fries.

“That’s uh, nice,” Matt said, offering her a smile before but frowned upon seeing her surreptitious stare. “I mean, Soarin finally finding someone he can connect with. I assume Spitfire’s new whistle and Fleetfoot’s advances are getting on your nerves?” he asked, comforting his diminutive friend by wrapping an arm around her shoulder.

Rainbow Dash exhaled deeply as she leaned closer to Matt. She slowed her eating but that wasn’t much since most of her food was already gone. She played with a hay fry in her hoof as her eyes scanned the restaurant.

“It’s not too terrible,” Rainbow explained, laughing to herself before tossing the fry into her maw. “About halfway through the academy you learn to tune out that obnoxious whistle of hers. As for Fleetfoot, I’m not really sure,” she said, giving a small sigh as she looked up at Matt.

Matt looked down at Rainbow’s sparkling magenta orbs and finished the last bit of his salad before washing it down with his drink. He reached a hand behind Rainbow’s head and gently scratched her ears just the way she liked it.

“What aren’t you sure about?” Matt asked with some concern.

“Her offer is tempting, don’t get me wrong. I probably would’ve said yes after the first time she asked, but I’m just not sure,” Dash explained, bringing her tail up to her chest and holding it closely.

It wasn’t like Dash to be this nervous, especially out in public. Taking a glance around, Matt found that for the most part they were as alone as possible. Returning his attention down to Rainbow, he ran his other hand along her toned abdomen as he increased the scratches behind her ear.

“This isn’t like you Dash,” Matt started, a frown crossing his lips. The strong mixed berry scent returned, but he pushed it away to comfort his friend. “You’re the bravest pony that I’ve met. So what has you holding back from maybe having a good relationship?” he asked, making sure they still had some of their privacy.

“I guess I’m uncertain about it. I’ve imagined myself being with them, and seeing how well we click, then there shouldn’t have been a problem saying yes. Although…” Rainbow cut herself off as she looked to the side, her mouth moving but words unable to spew forth.

Matt ceased his scratching and rubbing as he brought Rainbow close for a hug. He could feel her tense for a second before she relaxed. Her wings unfurled to return the embrace quickly before he set her back down on his lap.

“Rainbow, you know you can tell me anything. There’s nothing that you can say that will make me think differently of you,” Matt said, smiling as he brushed a bit of her mane out of her eyes. He could feel her breathe deeply, her wings ruffling as she made herself comfortable.

“I kind of have my eyes set on somepony else,” Rainbow started, unable to look Matt in the eyes. “I just don’t know how they feel about me personally, and I’m scared that if I do something impulsive, then it might ruin our friendship,” she explained, pulling her tail tighter against her body.

“I see,” Matt responded, scratching behind her ear as he closed his eyes in contemplation. “Maybe you just need to go for broke,” he answered, offering a comforting smile.

“What do you mean?” Rainbow asked, a brow raised in confusion.

“I mean just be direct. Just throw everything you have out on the table and see what happens,” Matt explained, keeping up with his scratches.

“But what happens if he doesn’t reciprocate and doesn’t want to hang with me anymore?” Rainbow asked, small tears starting to form.

“If he didn’t want to be your friend anymore after you confessed your feelings towards him, then he’s probably a shitty person to begin with,” Matt stated bluntly. “Not everything is easy, Rainbow, and you know this. But I know one thing for certain,” he said confidently.

“What’s that?” Rainbow asked, her eyes looking up at Matt in intrigue.

“That you’ll bounce back if he doesn’t share the same feelings as you. You’re the Rainbow Dash. You’ve done more things than anyone could ever pull off, and you’ll be able to easily get through a rejection because you’ll never let anything hold you back,” Matt stated firmly, proudly as he hugged her as best he could in their position

Rainbow ran a foreleg through her eyes quickly, removing any trace of her tears that had threatened to spill forth. She sat up and returned Matt’s hug, nuzzling his neck for a few seconds before giving a gentle lick to his cheek.

“You mind doing me a favor?” Rainbow asked, resting her head in the crook of Matt’s neck.

“Sure. What do you need me to do?” Matt responded, running a hand along her back.

“Can you swing by Sweet Apple Acres in about half an hour?” Rainbow asked.

“We’re not sneaking into Applejack’s cellar again to get some cider. I barely got out of there last time we pulled that shit,” Matt stated firmly.

“No, that’s not why I want you to stop by. I just need your help to make sure I don’t chicken out,” Rainbow explained, laughing gently at remembering her and Matt’s last raid.

“Sure thing, Dash,” Matt answered.

Rainbow tightened her grip on him, but thankfully not enough to cut off his breathing or hurt him. As quickly as she increased her hug, she let go of him and jumped out of the booth. She trotted with a little spring in her step towards the exit doors. Matt looked at her walk away, her tail raised more than usual and a bit more sway in her hips. As much as he found it rude to stare at his friend’s retreating backside, he couldn’t look away. His attention was quickly torn away when Rainbow stopped to look over her shoulder and smile at him.

He wasn’t sure if it was a genuine smile or a knowing one, nevertheless he returned it with one of his own. After that brief exchange, Rainbow left The Hayburger and took off into the air. Once her rainbow contrail was gone, Matt let out a deep breath as he shrunk into the booth. He rubbed at his head as he mentally chastised himself for staring at his friend’s ass. He could admit without a doubt that it was sexy in its own unique way, but she was still his friend.

Letting out a frustrated groan, he stood up and threw away their trash. He left the establishment and embarked on the journey for Sweet Apple Acres. If he took his walk slow enough to enjoy the sights around him, it would take him about twenty minutes to reach the apple farm. He walked along the dirt path that led up to Sweet Apple Acres, seeing the bright red barn in the distance. Glancing at Celestia’s sun real quick, he assumed Applejack, Big Mac, and Apple Bloom were busy at work in the deepest part of the orchard.

Stepping onto the property, he walked over to the barn, wanting to at least get a drink of water as he waited the last several minutes before his meeting with Rainbow. Reaching the bright red building, he went to the rain barrel and took a few hefty gulps of water. Letting out a longheld breath of satisfaction, he turned towards a small wooden bench in front of the barn. He walked over to it before stopping at the door, seeing a note hastily written by Rainbow Dash. Plucking the note off the barn door, he looked over the letter.

If you arrive a few minutes early, go ahead and cum inside. I’m already ready, but wanted to give you at least some time to “prepare”.

I hope you’ll enjoy this as much as I will, and I know I can always count on you to have my back

Sinc

Love,

Rainbow Dash

Matt scratched at his head curiously as he read the note multiple times. A lot of things about the note seemed off, mainly the sexual innuendos, but he played that off as Rainbow being Rainbow. Flipping it over, he didn’t see anything else written but the mention of love puzzled him. A lot of this was will uncharacteristic of Dash. Folding the note, he put it in his pocket and stared at the door.

If everything in the note was as it said, then behind the closed doors was Rainbow Dash and who knows what else. He contemplated just staying outside the remaining time to let Dash maybe fully prepare for whatever it was she had planned. Rainbow could get anything done when she sets her mind to it, and she had even calculated for a possible early arrival. Hell, she probably had everything set up in ten seconds and has been lounging around waiting for him to arrive.

Not wanting to stall any longer, Matt pressed his hand against the barn door and pushed it open. The door slowly creaked open, light from the sun illuminating the inside. He continued to push it further, noting everything in the barn. It was the same as last time. Hay all over the place, a couple of ladders that led to the second floor where some apples were kept. As he continued to look around, he paused when something of deep interest caught his attention.

The door to the barn stopped along with his movements, leaving a tantalizing ray of light to shimmer off the perfectly sculpted blue flank presented to him, the rainbow tail hiked up with a tail wrap and out of the way as he beheld a dark blue puckered anus and dark blue winking vagina. The light shimmered off the liquid that was collecting at the bottom of the floor and the drops that fell down from the clearly aroused, puffy lips. Moving his eyes away from such a glorious sight, he spotted Rainbow’s head staring back at him over her shoulder.

Her eyes held a sultry look that contained unbridled lust and desire in them. Although, Matt couldn’t help but notice what she was wearing. On her head was a bridle and she was hooked up to a hitching post. He noticed the small wing binds on the base of her wings. She had one hoof standing on an upturned bucket as she swayed her rear left and right. Matt even saw a bit of drool escape her mouth as her breathing became heavier.

Quickly collecting himself, he quickly shut the door behind him and locked it. Even though the act of sex was performed wantonly in Equestria, he did not want to try explaining this to Applejack if she caught them. He wouldn’t even know how to begin explaining. It was best to avoid this situation in general. Testing to make sure the doors were locked, his attention returned back to Rainbow who pulled a glass bottle with a cyan liquid in it.

“So… what’s all this?” Matt asked nervously, trying his best to fight an erection.

“I’m… following… your advice,” Rainbow answered, panting as she wiggled her rear more.

“What?” Matt said, his brain having trouble processing recent events.

“I’m going… for broke. I’m showing… the pony that I like… how much I… want them,” Rainbow explained breathlessly, her marehood winking desperately in response and leaking more of her arousal.

Matt could only stare, his manhood fighting it over with his brain, though it was a losing battle. A visible victory flag being raised in his trousers. He could only assume Rainbow saw as she bit her lower lip and her eyes stared hungrily at his lower half. The same scent from before began to permeate the room, and he finally realized where, or rather who it was coming from.

“Rainbow, are you in heat?” Matt asked.

“YES!” Rainbow answered excitedly, startling Matt. “Heat week is starting up… and I really don’t… want to handle it… alone,” she said, her body and wings trembling.

Matt now understood why there were so fewer ponies today. Many of the mares were going into their estrus cycle and were either trying to calm it down or ride it out. It varied from pony to pony on when and how it would affect them. Living in a clustered community like Ponyville synchronizes all the mares’ heat cycles. Rainbow and a few others were affected differently since they were isolated from the rest of the townsponies.

“But what about the person that has your attention? Wouldn’t you want them to be the one to see you like this instead of me?” Matt asked.

“But he’s… already here. And it seems he… likes what he sees,” Rainbow smirked, voice dripping with lust.

“Wait… me? I’m the one you’re pining after?” Matt asked in disbelief, pointing at himself.

“Yes… and I’ve tried… so hard to… let you know,” Rainbow stated, shutting her eyes tight as she tried to keep herself in control.

“You mean all those out of place affections you’ve showed me was you trying…” Matt didn’t get to finish as Rainbow spoke up.

“To court you, yes. I’ve wanted to… ask you out, but… I wasn’t sure… how to. I was… actually worried you weren’t… interested in me… when you didn’t respond,” Rainbow explained, a hoof trailing along her stomach.

“I didn’t realize, Rainbow, I’m sorry,” Matt said, walking towards Rainbow.

As he neared Rainbow he noticed the hoof that was softly caressing her teats, her dark blue nipples poking out proudly in excitement. The closer he got to her the more pungent the mixed berry scent became. He fell to one knee and grasped her hoof. She startled as her eyes shot open to stare at Matt. Her winking increased as a myriad of perverse thoughts ran through her head. A soft moan escaped her lips as she felt the gentle touch of his fingers dance along her erect nipples.

“Matt, please… don’t tease me,” Rainbow begged through heavy pants. “I don’t want… this to be a… one-time thing either. I need… to know. Do you want there… to be something… between us… or not?” she asked, looking at him with pleading eyes.

Matt didn’t say anything, continuing to let his fingers dance across Dash’s teats and watching her body quake in desperation. A few drops of her arousal landed on his arm but he paid it no mind. He enjoyed the feel of Dash’s breasts, the small mounds of pliable flesh felt good in his hand. He smiled as he turned his attention to Dash.

“I would like nothing more than to be with you, Dash,” Matt answered honestly, pinching one of her nipples and eliciting a mewl of pleasure from her.

“Then… take this,” Rainbow said, pushing the bottle to him.

“What is this?” Matt asked as he opened the bottle and sniffed it.

The liquid smelled like a blueberry shake and he couldn’t find anything concerning about it. His attention returned to Dash as she did her best to keep her hooves on the ground.

“It’s a potion… that I got… from Cadence… to help you… get me pregnant,” Rainbow answered truthfully, her ears folding down in fear.

Matt looked at the potion in quirked brow, swirling it around as his other hand traced along Rainbow’s cutie mark. A cutie mark for a pony was very sensitive and considered very erogenous. Only ponies in a relationship got to touch something so personal. The fact Rainbow wasn’t pushing his hand away showed that she truly harbored deep feelings for him.

“Don’t you think this is going a bit fast, even for you? We haven’t even gone any dates yet.” Matt asked.

“We’ve been on… a lot of dates. You just seem… to forget I’m not… sappy,” Rainbow said jokingly.

“Are you sure you want this, though?” Matt asked seriously.

“Yes, I want to… have your foals,” Rainbow said.

Tracing along the edges of the prismatic lightning bolt, Matt put the bottle to his lips and chugged the potion. The concoction itself was flavorful and tasted like a strawberry milkshake. He wasn’t sure how it could taste and smell differently. Although, magic did exist here, so the point was moot. Finishing off of his drink, he tossed the bottle haphazardly to some random corner in the barn.

“So how long until the potion takes effect?” Matt asked.

“Just a few… minutes, so if you… want to entertain yourself… until the main event… go ahead,” Rainbow said, her tongue lolling out and she pressed her chest against the ground.

Nodding to her, he removed his clothing slowly, teasing her the entire way. His shirt was first to go and he smirked upon seeing her ogle his body. Living in Ponyville had given him a chance to eat better and his improved physique was thanks to Rainbow’s intense workout sessions. Taking off his shoes, he threw them and the shirt off to the side. He unbuttoned his pants and slowly brought the zipper down. He watched with interest as Rainbow’s wings trembled in excitement, their binds keeping them unfurled.

The swishing of her tail spread her scent around the barn and he reveled in her intoxicating aroma. He felt his dick throb with desire as the fragrance fueled the fire of his arousal. He pulled his pants down, watching at Rainbow’s eyes widened as his boxers imprisoned his erection. With his pants around his ankles, he didn’t hold back as he got rid of his boxers, letting his cock spring forth. He heard the sharp intake of breath that came from Dash as she bit her lower lip, an audible squelch that came from her marehood.

His length stood proudly before her glimmering magenta eyes. Her eyes followed the bobs of his penis as he stepped out of his pants and boxers, finally removing his socks as well. He threw the remaining articles of clothing, making a small pile, and moved closer to Dash. He sat himself down next to her, presenting his length to her as he watched her excitement leak from her lower lips. He leaned his face close to the source of all his desire as he grasped his shaft. He could feel the heat that came off her pussy, indicating how badly she wanted this.

He inhaled deeply, her scent filling his nostrils as his hand began to move along his length. He rarely found the alone time to ever get some relief, and when he did, he never got to indulge for long. Now he had all the time he wanted, or at least he hoped he did if Applejack and her family didn’t come to the barn soon. His body shook as he pumped his entire length slowly. He couldn’t bring himself to pull away from the alluring scent of Dash’s pussy, and he needed to know what she tasted like.

Sticking out his tongue, he dragged it up along her puffy folds, avoiding penetrating her depths. A loud moan escaped Dash’s lips as she felt the muscular appendage lick at such a dirty place. Stallions never gave oral to mares, and part of Dash felt dirty having Matt lick at her sopping lips. Although, the thrill that he was giving her such attention sent a tingle along her spine. She couldn’t muster the vigor to tell him to stop. Deep down, she knew she wanted him to keep going.

He continued to lick at her vulva, tasting the three berries that made up her scent. Strawberries, blueberries, and raspberries blended perfectly to give Dash her own unique taste, and he wanted more of it. The strokes along his length picked up in speed as he delved deeper into her cavern. His tongue parted her folds easily as her inner walls tried to grasp at his appendage. More of her juices leaked out onto his chin as he drank happily at her essence.

Her eyes watched the movement of his hand as he jerked himself off. She breathed heavily through her nose and this seemed to get a reaction out of him. She could smell his masculine scent from where he sat, his cock out of her reach. An inferno burned between her loins as she thought about his cock penetrating deep into her inflamed folds, giving her pleasure and the delicious, warm seed that was nestled away in his testicles. She licked her dry lips as she saw a bead of pre form on his tip and then slathered along his shaft.

She shut her eyes tightly as she felt his probing tongue dig deeper inside of her, her inner walls doing their best to try and keep him inside of her. Dash hated going slow during sex as she found it too boring to get what both she and her partner desired. Though with Matt, his attention to her burning pussy brought her more pleasure than she thought she ever dreamed of. She also knew from their various talks that humans sometimes liked to give a bit of foreplay before getting straight to rutting.

Rainbow grit her teeth as his tongue ran along her inner walls, hitting the right spots and slowly bringing her to her climax. Her wings trembled as her body shook with pleasure. She pressed back against Matt’s face as her nostrils flared to gather as much of his scent as she could. His scent was unique to only him, and she was the only one to receive pleasure from it.

Matt made rapid, short strokes on his cock when Rainbow pushed back against his face. He could feel her essence drip all over his lower jaw as he found it hard to drink every drop. His lungs burned for air, but he just couldn’t find it in himself to stop. He kept licking away at her insides, trying his hardest to bring her to climax. As he licked at her insides, he felt something small and tender press against his chin. It happened every time her vagina winked at him.

Grunting a little as he pulled away from her sweet nectar, he spotted what was pressing against him. Her clit winked out of its hood, trying to get stimulation to further please Dash. He watched as it winked in and out, fascinated by its hypnotic movements. He was pulled from his stupor when a needy whine escaped Dash’s lips and her hind leg kicked out in agitation. Never ceasing his strokes, he watched her winking clit, enjoying the warm breaths of Dash on his shaft when she exhaled.

Watching for a few more seconds, Matt moved down and captured her clit in his teeth. He was gentle with his bite, holding the clit in place as he assaulted it with his tongue. Dash’s back arched as she openly moaned towards the ceiling. Her moans were like music to his ears, and this only served to heighten his amusement. He suckled away at her clit, stroking his penis as quick as he could. He lost himself to the pleasure, alternating between licking deep inside her velvet cavern and suckling at her sensitive nub.

Dash’s body was locked in place, her body trembling as she felt her climax sitting on the edge. She barely opened one eye to see Matt’s length throb heavily, his own release nearing. Her heart raced in a panic that he was about to blow his load and it wasn’t going to be inside of her. Sure, estrus cycles lasted a week and they could try some other day, but she wanted it now. She went to say something, but it turned into gibberish as she arched her back, a howl of pleasure echoing along the barn walls.

Matt was close to his release, and he could feel how close Dash was to hers. Keeping up with his ministrations, he waited until her clit poked back out. Once it did, he wrapped his lips around the pink nub and gave a firm but gentle bite. This seemed to be Dash’s trigger as her body tensed her body shuddered. A torrent of juices spurted out and he quickly sealed his mouth around her marehood. He lapped at the tidal of arousal that escaped Dash, enjoying the mixed berry taste.

Dash’s orgasmic cry was enough to set Matt off as well, his dick throbbing heavily as his first heavy strand of cum shot out. His pearly essence landed on Dash’s side, more of his white volley following the first. Each strand was thick and heavy as it landed on her coat and she could only moan at the warm feeling. A few strands landed on her mane, face, and muzzle as Matt’s cock continued to fire his semen onto her. The feeling of his cum felt so primal to her, that he was marking her as his mare and she felt happy at that thought.

Matt finished with a couple of weak throbs, the last of his orgasm landing on the bottom of the barn floor. Both panted heavily, but Dash made it a priority to try and get whatever seed she could reach with her tongue. She hummed in approval at his taste as her body finally relaxed enough to let her drop the floor.

Matt followed closely as he fell next to her, his breathing ragged as he wiped off the remainder of her essence from his face. He smiled as he watched Dash clean whatever cum she could reach, her hums of pleasure enticing to hear. Once she felt she was clean enough, she wrapped a foreleg around his chest and snuggled up close to him. The two reveled in each other’s warmth as they waited for their orgasmic high to wear off.

Dash gently ran a hoof along his chest as he stared down at his wilting cock. She felt a pang of hurt at not having his seed fill her womb, but she could always wait until tomorrow to get another potion and go at it again with her mate. Smiling, she took the time to fully inspect his cock unlike the first time. It was different from a regular stallion. His penis didn’t have a sheath to protect it. It was also shorter and had less girth to it. The head was what really intrigued her as instead of a flat head it was actually pink and looked like either a mushroom or even a helmet.

She giggled quietly to herself. She was happy to have seen what Matt kept hidden beneath his clothing, and she was pleased with it.

“So, I guess we’ll wait until tomorrow to try and get me pregnant,” Dash stated, turning to stare at Matt with loving eyes.

“Why wait until tomorrow?” Matt asked, raising a brow in confusion.

“Because you’ve already ejaculated and stallions can only do that once a day, granted you did last longer before blowing your load,” Dash stated factually.

“Then I guess you’ll be surprised in a few minutes,” Matt said, making sure the bridle was still secure on her head and tied to the wall.

Rainbow stared at him in confusion before shrugging her shoulders. Her attention returned back to his flaccid member, only to widen in surprise. She watched as his cock slowly grew back to life, throbbing with newfound energy as Matt placed a hand against her slickened entrance.

“But how?” Rainbow whispered.

“Humans can go multiple times, so I hope that potion wasn’t a one-time deal,” Matt said as he removed Rainbow from his side.

She instinctively lowered herself to the ground and raised her flank higher.

“The potion… lasts all day, so please… augh!” Rainbow didn’t get to finish as Matt pressed the first couple of inches of his length inside of her.

Matt felt her velvet insides grip at his cock like a vice, refusing to let it go as it tried to milk him for more of his virile seed. His hands gripped at Dash’s muscular flanks, massaging them as she got used to the alien phallus filling her up. The two of them panted heavily before Dash nodded her head vigorously. He took that as his cue and before pushing the rest of the way inside. Her moans began as soft coos as she felt his length rub against her pink walls.

Matt started with a slow pace, pushing only so far before pulling back until only the head remained inside of her warm depths. A needy whine would escape her before being followed by a gasp as he sunk deeper than last time. Slowly, inch by inch of his cock entered her moist cavern, sending electric tingles of pleasure as he filled her perfectly. One hoof grasped the bucket as the other dug into the ground. Her eyes shut in ecstasy at they both moved together in a slow rhythm. She didn’t hold back her moans, uncaring if anyone heard her because she wanted other mares to know what was happening at this moment.

Finally, Matt hilted inside of her, his cock pressing into her deepest depths. Rainbow mewled as she bit her foreleg, enjoying the immense pleasure running through her body. She could feel the heat coming off of his dick inside of her, and the added feeling of his heartbeat only heightened her euphoria. She whimpered as he started to slide back, her walls trying their hardest to keep him in place.

Matt groaned at the feeling of her soft walls pulling at his cock. He continued to pull back, massaging her flanks as he did so. Once his head was all that was left he slammed himself back in, gripping the strong muscles of her rear as he didn’t stop. In and out he slid, his hips smacking against her rear as he fucked her. Her wings stood proudly and trembled as her back arched. Matt moved one hand from her flank and grassed the base of her tail. He relentlessly slammed into her, her arousal making it easy to pump in and out.

Dash mumbled vulgar obscenities as she felt Matt’s cock enter and leave her marehood at a quickened pace. Her wings struggled under their binds as she tried to show her appreciation. She felt so helpless without her wings to help her, and the tall creature that was breeding her heightened that fear. Though that fear was overwhelmed by a sort of happiness as she was claimed by the male that she so desired. Despite his predatory size and instincts, he was caring and tending to her every need.

The feeling of his hand tugging on her tail caused her pussy to tighten around his cock. It seemed he understood this sign as she felt his other hand move off her flank and grasp the base of her wing. She moaned as she felt the pressure of his hand grip her wingjoint, sparking the small flame deep inside her core. Her eyes glazed over as her mind and body melted at the feeling of his cock pounding into her.

She would pull away when he pulled, and when he pushed forward she would push against him. The smacks of their primal fucking echoed around the barn as the scent of sweat and sex filled their nostrils. Dash was lost in a haze of euphoria as she let Matt breed her like a filthy animal. She could imagine the headlines of all the newspapers if they found out how she just submitted to some foreign creature to be bred. Her adrenaline rushed even more knowing that it wouldn’t be long before some kind of story came out since she was going to have his child by the end of all this.

True she would have to miss many Wonderbolts shows and practices, but it would be worth it to finally have something to fill the hole in her life. Her heart raced in pure joy knowing that she would be a mother to wonderful foals and would have the greatest mate by her side to look after them. Turning her head back, she watched with awe as Matt continued to slam into her, uncaring of anything as he tried to find his release inside her heavenly insides.

“Come on, Matt… I know… you want it… I’m a tough pony,” Rainbow challenged between her pleasured pants.

Matt stopped his thrusting as he held himself deep inside of her. Her walls milked at his length as he remained motionless. His nostrils flared as he took in the scent of the air around them. There was no hiding what the two of them had done inside the barn after they were finished. Even more so if Dash’s earlier moans and cries were heard. Breathing heavily, he set his sights on his mare. She trembled as soon as their eyes connected, lust evident behind her rosy gems and challenging him to make her his.

Matt lost himself to a tidal wave of lust as he twirled the tail twice around his hand and gave an experimental tug. The tightening of her walls and sharp moan were enough to show he was on the right track. His other hand that had been massaging her wing bases moved in between them and pressed firmly near where they connected. The result was Dash’s front half dropping to the floor. Smirking at the power he now held over her, he resumed his thrusting.

He never let up on the pressure against her back, keeping her pinned to the ground as he alternated between tugging on her tail and ramming her with his cock. Rainbow pawed at the ground, trying to find something to grip with her hooves as Matt started to add his weight over her. Every instinct of hers was telling her to break free, to try and escape. Despite that, she couldn’t have been more thrilled.

Matt continued to thrust into her with everything he had, his length throbbed heavily as he was reaching his next orgasm and he could feel Rainbow was nearing her next one as well. His hand pressed harder into her back, causing her hind legs to spread even more and allow him more entrance. As her legs spread openly, he pulled on her tail, getting a moan/scream of pleasure from Rainbow.

Her walls squeezed tightly around the cock filling her as she reached her climax. Her essence squirted all over his cock and balls, marking him with her scent. Matt groaned at the increased tightness of her walls. The extra lubricant of her orgasm allowed to slip easily through her pink walls. He gave several more strong thrusts before hilting inside of her. A deep, drawn out groan echoed around the barn as he unloaded himself into Rainbow.

Rainbow squealed in joy as she felt the hot torrent of cum fill her. His cock was pressed deep within her and she could feel it flooding her womb. She could feel every blast of his virile seed fill her up to the brim, ensuring that he was the one whose foals she would bear. She felt every heavy throb of his cock as he continued to fill her, a comfortable warmth settling inside of her. She felt so full with the amount of cum he kept pumping her with, and she couldn’t help but smirk. There was a little more to the potion that didn’t just ensure they could copulate.

She had asked Cadence for a couple extra surprises in the potion, and they were starting to make themselves known. She felt kind of bad not telling Matt what they were, but if what was happening right now was any indication, he didn’t seem to care or notice. Rainbow placed a hoof below, pressing against her barely swollen belly. She moaned as the warm cum sloshed around inside of her. It was like she had eaten a large, well made meal. Several more heavy strands finished off as his hold on her back and tail loosened.

Matt was panting heavily and he could hear Rainbow gasping for air as well. Her tongue was hanging out of her mouth as she stared off into space. She seemed completely out of it. However, he had more energy for another round. He had told Dash that humans could go multiple times, and he still had at least one good round left in him. Reaching in front of him, he unhooked the bridle from the hitching post and pulled Dash up with him. She squeaked in surprise as she was lifted up with him, his cock still impaled in her overly-sensitive marehood.

Matt didn’t wait as he slowly started to thrust in and out of Rainbow again. He looked down to see their combined fluids and noted that he had unleashed an awfully large amount than he would usually release. Grinning to himself, he kept Rainbow close to his chest as she moaned. He leaned close to one of her flicking ears and gave it a nip on the tip. Her entire body seized from the contact as he continued to move inside of her.

“Seems like my little Dashie has been a naughty mare and didn’t tell me any other effects of the potion,” Matt said teasingly, licking along the edge of her ear.

Rainbow could only mewl as she tried to get her ear away from his mouth, but to no avail. What was worse was her pussy yearned for more cum to fill it, and it seemed to sense Matt was more than happy to oblige the request.

“You want foals that badly, Dash?” Matt asked teasingly, running a hand along her stomach.

A nod from her was his response.

“Tell me how badly you want these foals,” Matt demanded as he pulled her up to his tip and held her there.

Rainbow did everything she could to try and get his cock back inside of her, but her weakened state made it impossible. She knew better than to answer his demand, her pride standing in the way. Sadly, her pride was losing to her need, and she couldn’t deny what has been admitted already.

“I want… your foals, and nopony… else,” Rainbow admitted, her heart racing at giving someone else control. “I also… know it’s because… our foals… would be more… awesome than Applejack’s,” she said, gyrating her hips to give herself a little pleasure.

“Very well, then, I’ll give you what you want,” Matt answered as he slammed his upwards.

Rainbow’s back arched as she felt herself being filled again by his cock. His left arm held her close as his right hand travelled down along her belly. Her face would have shown her excited blush if it wasn’t for how exhausted she was. She felt his fingers dance along her silken fur before stopping at the bulge on her lower belly. She would have covered her face if she had the strength. Instead she moaned her approval as he gently caressed her semen filled belly.

Matt buried his face in Rainbow’s neck, inhaling her scent. Surprisingly, even with her entire body covered in sweat, she didn’t smell unpleasant. She smelled of a warm, rainy day, and he inhaled deeply, memorizing what she smelled like. Matt found comfort in Rainbow’s scent, reminding him of his home. As he continued to drink in her aroma, his pace increased. Rainbow was completely still in his arms as she let him use her.

Her breathing was heavy and she couldn’t even find her voice to express the pleasure she was receiving. There was no way she was going to be flying tomorrow, let alone walk anywhere with how tired she was going to be, and he would be just as exhausted. In all honesty, he didn’t really care. He had his mare in his arms and he could survive one night without his bed.

He also knew that he and Dash would most likely get intimate again tomorrow because of her heat, and she would want to make sure she got the foals she desired. These thoughts helped to fuel Matt’s thrusting as he tried to finish one last time. His muscles burned as he pounded away at her pussy. He would like to try more things with Rainbow, but he decided it best to just finish off with one more filling. They could pick up where they left off once they get back to his house.

Groaning as her walls still constricted his sensitive shaft and head, he was due for his last climax for the evening. Reaching for her ear again, he nipped at the sensitive tip, her body arching as a large climax tore through her. He could feel the effects of her climax as her essence sprayed across his lap again and coated the floor in a fresh coat.

Matt followed closely behind her, his sensitive cock firing its final load for the night. He made sure he bottomed all the way as he filled her up with more of his virile seed. He leaned against the barn wall, holding Rainbow close as he continued to release inside of her. He could feel her belly expand a bit more, but nothing to noticeable unless someone looked closely or had an eye for detail.

Rainbow barely made a sound as she felt the next wave of hot, sticky cum fill her up. She knew her once bright pink walls were now pearly white. She lifted a hoof to feel her belly bloat to show how much cum was compacted inside of her before she gently giggled.

Matt slid down to the floor, keeping Rainbow close as his orgasm tapered off. All of his strength had left his body and he couldn’t even keep his eyes open. He did feel as Rainbow turned so her belly was against his chest. His cock slowly slipped out of her used folds, their combined essence spilling below. He continued to hold Rainbow close, finding the straps that held her bridle together. Once it was removed, she kissed him deeply as he removed her wing binds and tail wrap.

Once she was free from all her bindings she broke off the kiss and nuzzled into his chest. Matt could feel her gentle breathing as she slipped off into slumber. He followed her as his breathing finally evened out. Before he fell into sleep’s embrace, he gave Dash a quick kiss to the forehead before letting her calm breathing and warmth lull him to sleep. He felt her wings wrap around him, acting as a blanket as he was reminded of the lock on the barn door. Honestly, it was future Matt’s problem to deal with and nothing could take away his happiness that felt now or in the future.