The late morning sunlight warms your fur as you sit out in the middle of Windy’s backyard. Nestled comfortable into a small clump of clouds, you have your sketchbook propped up in your lap.

After devouring the last of your breakfast, you had wandered out here while Windy cleaned up the kitchen. You had offered to help, but she had just shushed you before pushing you out of her way.

Figuring that it was best to leave her to her work, you had decided to entertain yourself elsewhere. Deciding that it had been a while since you practiced your drawing, you had grabbed your sketchbook and drawing supplies and had headed outside.

The first sketch you had tried as a warm up had been a failure. The three birds at the birdbath that you had been attempting to draw had flown off before you were even halfway down with the outline. After that, you had decided on work things that couldn’t up and leave midway through your drawing.

And that is why you are currently working on a small sketch of the rainbow fountain that resides in the back corner of the yard.

It’s an odd little thing. Made completely out of clouds and liquid rainbow; it’s like nothing you’ve ever seen before down on the ground. A small pool of rainbow is inlaid into the top of an outcrop of clouds that are modeled to look like stones From this basin, a prismatic waterfall cascades down, breaking into three separate falls before flowing into a large pool at the base of the outcropping, which was practically big enough for you to swim in, if you wanted. There are a few odd wispy clouds that rise from around the edge of the pool, that almost look they’re mimicking reeds and other plantlife.

It’s actually amazing how much detail went into this thing.

You have the basic outline all sketch out and are in the process of filling in the details when you hear the door to the house open behind you. An ear twitches and swivels around, but other than that, you remain focused on your work.

That is, until somepony suddenly drapes themselves across your back.

“So, what are you up to out here?” Windy asks, practically breathing in your ear and sending a shiver down your spine. Leaning forward, she peers over your shoulder, her cheek brushing against your own as she glances down at the sketchbook. “Oh! Out here doing some drawing?”

“Yeah,” you say, taking a moment to look over the scene again. “Trying to get some more practice in so I can get better.”

“From the looks of it, you don’t have much to improve on,” Windy says, still draped over you. “Sure, some parts aren’t finished, but these parts—” she leans forward and points towards the section that’s got the most detail on it “—look like they could be a photograph if you just added some color.”

“I’m not that good,” you mumble, your face starting to heat up.

“I beg to differ,” Windy says in a sing-song voice.

You turn your head to look up at her. “I’m not!”

She hums for a moment before sighing. “Alright. If you think you need more practice…” Pulling herself off of you, she saunters around you, her tail brushing across your muzzle as she passes. Sashaying her way towards the pond, she gives you a sultry look over her shoulders.

“How about I give you something to really practice your drawing skills on?” she finishes in a husky whisper.

You watch her hips sway about with wide eyes. “Y-yis.”

Laughing softly, Windy approaches the edge of the pond. With a flutter of her wings, she floats across the pool and alights upon a small ledge that’s located in a shallow recess behind the trio of rainbowfalls. It’s big enough for her to lie down comfortably on, and she does so, her forelegs and tail draping over the edge to fail into the swirling prismatic liquid.

She stares out at you from behind the partial curtain of cascading rainbow, a small smirk touching her lips. “You’re going to need to get closer than that, if you want to get the good details, champ.”

Staggering to your hooves, you grab your sketchbook in your mouth before hurrying over to the pond. You position yourself on the bank, right across from Windy’s perch.

As you’re getting settled, Windy rolls onto her side, exposing her stomach. This position gives you a view of her teats, and you feel yourself twitch in your sheath upon seeing that her piercings now consist of a small chain that runs from teat to teat and glints in the sunlight.

She rests a forehoof on her hip before giving you a smoldering look. “Well, champ. Are you going to draw me like one of your Prench mares?”

Oh, you most certainly are going to try!

Licking your suddenly dry lips, you flip to the next clean page and, taking a deep breath, begin to get to work.

Silence falls as you place the tip of the charcoal against the page, broken only by the sound of the trickling rainbowfalls. Carefully, you drag the charcoal across the fresh parchment in soft, easy strokes so that the lines aren’t too dark.

You start with simples shapes first: a circle for her head, ovals for her chest and hips, and a cylinder for her body. Every few seconds you pause to glance back up at Windy for a moment before returning to your drawing.

She remains still, lying sideways with a forehoof resting on her hip and a half smile on her muzzle. Her chest rises and falls gently as she breathes. One of her wings is open, resting against the back wall of the recess in such a way that her feathers are draped over her stomach in an alluring manner. She’s hidden in shadow due to the angle of the sun, but the rainbow waterfalls help to illuminate her body, casting her in ever-changing hues of yellow, red, blue, green, purple, and orange.

Slowly, more details begin to appear as you start to add darker lines. The fullness of her lips, the fluffiness of the fur upon her chest, the elegance of her wing—your eyes dance across Windy’s form, drinking it in greedily.

Throughout it all, you feel her unwavering gaze upon you, and for some reason, this flusters you. Whenever you chance a glance into her eyes, you always find her staring back at you, her seductive look unchanging.

Needless to say, you’re glad you have your sketchpad in your lap.

As you move further down her body, your blush continues to dark. By the time you’ve reached her hips, your member has slipped fully from its sheath. It twitches weakly as you take great care in adding the details to her teats. The chain linking her nipples is surprisingly intricate—it has tiny metal feathers that hang at regular intervals along its length.

Upon glancing up again, you see that she’s spread her hind legs wider, revealing a faint glimpse of a mound nestled between her thighs. As you watch, the mound twitches slightly, and you swear you can see something glistening in the prismatic light of the rainbowfalls.

Beneath your sketchpad, your colthood twitches again.

“What’s wrong, champ?” Windy asks in a breathy whisper. She cocks her head to the side in faux confusion. “Why are you getting flustered? Never had a live model before?”

“Um, well… not one as beautiful as you,” you mumble before ducking down behind your sketchpad, your cheeks feeling as if they’re on fire.

This causes Windy to pause. A faint pink hue spreads across her face. Her chest puffs up slightly, and she closes her hind legs again, her thighs squeezing together.

“Is that so?” she says softly, her eyes becoming lidded.

Swallowing, you lift the sketchpad to hide your face and quickly return to your work. You spend a moment finishing up her teats before moving down to her legs. You’re so engrossed in adding details to her muscular thighs that you don’t hear the faint splash that comes from the rainbow pool.

However, you do notice when something suddenly nuzzles your balls.

Letting out a startled gasp, you raise your sketchpad, revealing Windy with her nose pressed firmly against the base of your twitching member. You didn’t even hear her swim up!

Liquid rainbow trails down her face and body as she lies half-out of the rainbow pool, her rump still submerged in the swirling prismatic flow. She giggles at the shocked expression on your face before inhaling deeply, the tip of her nose rubbing against your sack.

“What are you…” you begin to ask, only to gasp instead as she suddenly drags her tongue slowly over first one orb then the other. Your body twitches as she begins to plant gentle, teasing kisses on your balls. Slowly, she starts to work her way up, kissing and nuzzling her way along your member.

Your hips quiver at the bursts of pleasure her soft lips are providing.

Smirking up at you, she slides her tongue against your colthood, running her lips over the shaft in the process. She starts a little pattern: first nuzzling your heated flesh, then kissing it, then finishing off with a long lick as she moves on to the next spot.

Nuzzle. Kiss. Liiiiick.

Nuzzle. Kiss. Liiiiick.

Soft grunts and moans escape your lips as your member throbs. A bead of precum slips from your tip, glinting in the sunlight for a moment before dribbling tantalizingly down your length.

Windy’s there instantly to lick it up. With agonizing slowness, she slides her tongue up your shaft, following the trail of precum. She moans softly, reaching out with her tongue to lap at the head of your member as she finally reaches the flare.

Holding your member with a wingtip, she brings her lips to your head. She kisses it—earning another twitch from your hips—before parting her lips slightly and letting the tip of her tongue brush across the hole the precum is leaking out of. Closing her eyes, she continues to lick up the salty treat from the source, even as more and more begins to leak out with each passing second.

Soon, her tongue is coated in the viscous liquid.

“Oh sweet Celestia, yes,” you hiss. Placing your hooves on top of Windy’s head, you fall back onto the mound of clouds behind you.

Windy laughs, her hot breath washing over your member and causing it to jerk, your flare brushing against her lips. Humming softly, she gives your tip one last drawn-out lick before parting her jaw and sliding your colthood into her waiting maw.

You gasp as her muzzle takes your shaft almost all the way down to your quivering ball sack. A shock of pleasure rushes up your spine as your member sinks deep into her moist mouth, your head tickling the back of her throat.

She holds you there, her tongue wrapping around the underside of your shaft and stroking it as she uses the tip of her wings to play with your balls. The feeling of the wet organ sliding against your sensitive flesh is amazing, and you grunt as you feel pressure beginning to well up in your groin.

This is just as good, if not better, than last tim—

“GAH!”

A full-body shudder causes you to convulse as a sudden burst of heat flares up around your member, only to quickly be replaced by a cool, skin-tingling chill.

“W-what… hah… what is g-going… ah! What’s going on?!” you ask, gasping and twitching each time the feeling shifts from one extreme to the other.

Opening one eye, Windy smirks around your colthood. You feel her tongue shift about, and suddenly something small and round brushes against your member. Where it touches, pinpricks spring to life. The feeling is extremely erotic, despite the slight discomfort, and you feel yourself growing harder in her mouth.

Wait a minute…

“Is… is that a… Rainbow Ball?” you gasp out.

Windy’s answer is a particularly hard suck, which is accompanied by a burst of coldness.

At the odd sensation, your hip buck up into her mouth, and your colthood slides a little deeper until she puts her hooves against your stomach, keeping you in place.

“You’re horrible,” you manage to say before gasping. Your tongue lolls from your mouth, and your eyes roll up into your head.

Slowly, Windy begins to pump her head up and down, sliding your stiff flesh in and out of her muzzle. Gradually, she increases her speed, filling her mouth more and more until her cheeks bulge. You feel the Rainbow Ball dance across your flesh as she rolls it around her mouth. Her saliva washes around your member, bringing with it more shifting hot-and-coldness. It foams up in the corners of her lips, slipping out with each outward thrust.

Your member twitches uncontrollably, and your haunches give a hard, shuddering thrust upwards until Windy’s lips press against your stomach. She pauses, the back of her throat squeezes around your flare as she swallows, earning a surprised gasp from you. Giving another swallow, she resumes bobbing her head.

Twitching and convulsing, your breaths come in noisy, ragged groans as Windy continues to slurp away on your dick. The pressure in your groin is rising to unbearable levels as the pleasure running through you spikes as well. Shudders are coursing through your body, each one leading you higher and higher towards the end.

As if sensing your impending climax, Windy increases her pace, her tongue poking from her mouth and brushing against your balls with each thrust. Strands of saliva drip from her lips and chin, coating your crotch below in tingling drool.

You let out a desperate whine and try to grab Windy’s head in your forehooves, intent on pushing as much of yourself into her heated muzzle as possible. However, her wings quickly flare out, pushing your hooves away in a surprising show of strength. You try again, only to be met with the same result.

Unable to get a purchase, you flop backwards, forced to lie there—shivering and writhing in pleasure—as Windy continues her work. You squirm and moan, your orgasm drawing ever nearer. It won’t be long now before you peak, you just… need… a little… more!

The hot sensation provided by the Rainbow Ball suddenly takes this moment to shift to chilling numbness.

With that, you tip over the edge…

...or at least, you start to.

Upon feeling your head start to flare in the back of her mouth, Windy suddenly stops. Slowly, she draws back, sliding her tongue teasingly along your shaft as it pulses. Other than that, she stops her ministrations.

The feeling of release is kept from you by a hair's breadth!

Letting out a choked whinny, you try to thrust your hips forward, but Windy pushes them down, keeping you in place and holding you there, at the agonizing brink of euphoria.

You kick your back hooves ineffectively, your Earth pony strength useless without decent purchase. Your member jerks and kicks in Windy’s mouth, trying to find that last sliver of stimulation you need to finish. Windy keeps still though, denying you the sweet release you desperately need. The tip of her tongue tickles the underside of your flare, not enough to provide the tipping point, but just enough to be torturous.

Your stiff member throbs painfully, tears begin to gather in the corners of your eyes, and you let out a sobbing grunt.

You need to cum now!

“P-please,” you choke out.

Without warning, Windy pushes herself down until her muzzle presses up against your stomach. Your head slips snuggly into the back of her throat, and she gives a hard swallow.

You erupt instantly.

The orgasm is so painful that it’s euphoric! The world goes white, your balls twitching as rope after rope of hot colt cum is released deep within Windy’s throat. All conscious thought leaves your mind as your body locks up, drowning in pleasure.

Windy moans as the thick essence gushes down into her stomach in heated waves. Her throat constricts around your flared head as she swallows everything down with great relish. Unable to keep up, your seed quickly fills her mouth, swirling back around your pulsing colthood and flooding her mouth with the raw, musky flavor. Rivers of cum leak out from between her lips, staining her chin and spilling down her lips in plearly, milky strands. Despite the amount, Windy continues to hungrily suck down the delicious torrent of colt cum.

You aren’t sure how long you are lost to the world, but slowly, your senses return to you. Windy’s lips are still wrapped firmly around the base of your shaft. Unlike before though, she’s not milking it, but instead sucking on it gently, enticing the last few drops of seed to leave your tip with soft, caring slurps.

Slowly, she pulls herself off you, your slick cock slipping from her throat. It slides from her lips and falls against your stomach with a wet slapping noise. You watch as she rolls her tongue around her mouth for a moment before opening wide, showing you that there’s nothing left.

You stare for a moment before managing to utter one, breathless word. “A-awesome.”

“Glad you liked it,” she says before glancing down at your crotch. Smiling softly, she leans down and begins lapping at your softening member, cleaning it of an residual fluids that are left. Little shudders run through your body, and your hips twitch weakly as her tongue brushes against your overly-sensitive flesh. She slides her lips over your shaft, gathering up the lingering cum before pulling away.

“I hope your not too tired,” she says as she licks her lips clean. “It’s not even noon yet, and we have a busy day ahead of us.”

Still lying down and staring up into the blue sky above, you wave a hoof half-heartedly. “I’m good…” you gasp out. “Just gonna need a moment. I… I can’t feel my anything.”

“That’s fine,” Windy says. “I need a minute to clean up anyways.” She pulls herself out of the pool, liquid rainbow cascading down her hips and hind legs.

“You just stay there and recover while I go wash up,” she says as she walks by you. Her tail flicks to the side, revealing her swollen lips, slick with rainbow. You watch as she winks at you, and despite how tired you are, you’re half-tempted to ask her if you could have another taste.

“Once I’m done, you can get cleaned up as well,” Windy says, her tail falling back down and blocking your view. “After that, we can get our day started. I have a plan, after all.”

You tilt your head back, blinking upside down at her retreating plot. “Wait… what plan?”

“Oh, don’t worry. This will be fun!” Windy says, calling back over her shoulder as she heads towards the house. “After all, you aren’t a real Cloudsdalian pegasi until you’ve done this at least once!”

“Until I’ve done what at least once?” you ask, rolling onto your stomach. You try to stand, but your legs are still made of jelly.

“You’ll just have to wait and see!” Windy sing-songs before slipping into the house.

You stare at the door for a moment before rolling back around onto your back. Placing your forehooves behind your head, you stare up at the sky.

Whatever Windy has planned, you’re sure it’s going to be great.

Author's Note

The lack of comments makes Windy feel self-conscious about herself. Maybe... maybe she's not a good milf after all? Maybe she's just too old for this?

...

No, that can't be it.

Maybe she just needs to tease the love out of you instead.