Apogee Gets 'Dizzy'

by Clopficsinthecomments

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Original Character, Comedy, Sex
Length: 11376

Apogee has a best friend: Daisy Cutter, known as 'Diz'. They share everything... snacks, stories... secrets. Now the shy Diz is hoping that she can share something more with her best friend. Can she manage to woo the bouncy pegasus filly?

AN APOJET STANDALONE FIC

Apogee is a bouncy, energetic filly with dreams of reaching the stars, even though she comes from a bit of an interesting family situation.

But Apogee has always been able to rely on her best filly-friend, Daisy Cutter... also known to her friends as 'Diz'. The mousey-mare is a bit of a quiet bookworm, and though she tries to keep Apogee's hooves on the ground more often than not she is swept along with her friend's schemes and finds herself in a universe of trouble.

This Tuesday is no exception, as the mischievous Apogee hatches a plan to hook up her introverted best friend with her rugged stallion father, even though both would have no inclination to do so if they even know of Apogee's bird-brained idea.

But.

There is a pony that Diz currently likes. A certain yellow-furred goofball.

Diz decides to take a big risk, hoping that by going along with her friend, she'll find some opportunity to get closer to her best friend, somehow. Will the fates align to help her? Will the two cute teenage-fillies have a fun Tuesday evening after all?

Yea... duh.

Takes place just before the events of 'Apogee's Tuesday Night Dinner' as part of the incredible artwork NSFW DB Post #1608872 recently completed by xRei on Derpibooru. This is a sidefic that appeared in the Derpibooru comments, and occurs after the events of 'Any Landing'

WARNING: Contains fillycon, F on F with toys if that's not your cup of tea, please look elsewhere!

Featured from 12/16/17 - 12/18/17!

REMINDER: ALL CHARACTERS ARE 18+

Published 2017-12-16 06:00:11 UTC
Last updated 2017-12-16 06:00:11 UTC

Co-Pilot Assistance Required on Flight Stick

FYI: This is a quick-fic that appeared in the Derpibooru comments page of xRei's amazing picture of Daisy Cutter AKA 'Diz'. Also check out the NSFW DB post #1608872
It occurs subsequent to the main fic and is not required... but it is fun! Enjoy!

Apogee and Daisy Cutter were both eating lunch, nestled in comfortably in their favorite spot amongst the stacks of engineering and science texts and bookshelves at their school's library.

Apogee was chewing on a hoof-full of her favorite snack: Boop-o-Roops, while laying supine on the floor. Her hooves were kicked up on a nearby library chair as she lazily scratched her belly through her sweater, before she let out a little belch.

"Gross, Apogee." Daisy complained, giving her friend a playful shove. She'd just finished off her hay-burger a few minutes before, and was now sitting with her back against one of the musty bookshelves, her left shoulder pressed comfortably against her resting friend as she read yet another complex engineering tome, which was light-reading for the mousy filly.

Apogee giggled, kicking her hooves up and down happily, as she daydreamed lazily about the rest of the day.

Diz couldn't help but glance up from her book to silently watch her friend's happy reverie; she had always wished she could be as confident and cute as Apogee was... fast, athletic, smart... and top top all that off, Apogee had such a good heart.

Daisy recalled how she had originally met Apogee more than 3 years ago, when she was still in the 8th grade, a freshman at their high-school.

She'd just made a massive mistake during their class's first chem-lab. She'd begun exploring the reactivity of some peroxide-peroxide compounds (compounds the filly wasn't supposed to have access to) and a small slip-up of her hooves had almost blown up half the lab... but had most definitely messed up more than one of the popular clique's expensively coiffed manes...

This had led to the gaggle of self-righteous fillies cornering Daisy later in the hall, calling her 'Disaster Daisy'. She'd put up with it at first, but it started to get scary when they pushed her to the ground and started dumping blue paint they'd smuggled out of shop class all over her fur... 'It was only fair!' they'd cackled in revenge, the thick paint stinging as it mixed with her frightened tears... Another filly had decided to knock her glasses to the floor, and had hit the side of Daisy's face to do so. It was terrifying. All Daisy wanted to do was survive.

Just when it seemed like things were about to get totally out of hand, a yellow blur had flown in and knocked a couple of the mean, bullying fillies off of her.

Diz had looked up to see a 13-year old snorting, plucky little pegasus-filly standing in front of her, shielding her with diminutive flared out wings. Diz had thought that filly looked so cool, so heroic, as she told the other fillies to 'Buck off!'.

Of course, they didn't.

And a few minutes later when both she and Apogee were covered in paint and thrown into garbage cans side by side, Daisy had asked the pre-teen Apogee why she had stepped in and tried to help her, as it could only lead to her drawing the ire of the other fillies and ending up next to Diz in the garbage.

Apogee had simply smiled and said: "No-pony should suffer alone."

Diz had followed her around like an obedient puppy ever since, and it wasn't long before the two fillies were best friends.

Diz sighed, straightening her glasses as she reminisced on the memory. She closed her book. "Hey Apogee.... You seem happy today."

Apogee squee'd, kicking her little hoofsies in joy once again. "Of course, I'm happy!" The pegasus gesticulated with her hooves, scattering Boop-o-Roops all over the floor, "It's Tuesday, after all!"

Diz sighed again, rolling her eyes. "And what, pray tell, is so amazing about Tuesdays?"

Apogee blushed before sitting up so that she was seated next to her friend, then nudged her with her hoof. "I told you, remember? Tonight's the special night with my dad... y-y'know... when we can act like a r-romantic couple..." Apogee blushed, twiddling her hooves, "a-and then... sometimes... we... b-buck."

Diz's eyes widened as she pictured a nude, lewd Apogee, presenting her sexy plot as she lay on a bed, tail whisking back and forth sultrily as she waited for her father to mount her... a blush spread like wildfire across the earth-filly's features. Jet Stream was one lucky pony, she thought.

"L-lucky..." Diz whispered.

Apogee dreamily looked up at the library ceiling. "Yeah, I am pretty lucky. My dad is a total hunk." She sighed, before realizing she was excluding Diz, something Apogee always tried to avoid. The pegasus filly had long ago taken it upon herself to boost her shy friend's confidence whenever she could... it was just what friends do!

"B-but you have your brother, SideWinder, right?" Apogee looked at her friend with a grin. "So you know what it's like, knowing that a stallion is waiting for you..."

Diz's blush intensified as she brought to mind the events of her first heat from a couple of months earlier, a story that she'd shared with Apogee reluctantly. At that time, Daisy had been so desperately beside herself with lust that she'd turned to her handsome older brother for relief. It had started with him just wearing a cooler for her - but by the end her multi-day estrus, she'd realized she'd developed a little crush on him, and had managed to convince him to actually sleep with her on their final evening together.

"N-not really." Diz shook her head as she looked down at the library floor, sadly. "SideWinder went back to college pretty much right after and I haven't seen him since." She drew a little circle with her hoof on the library floor. "P-plus he has a marefriend, so..." Daisy looked up at her friend with a meek, sad smile, barely revealing her braces, her features somewhat depressed as she looked out from behind her messy bangs.

Apogee winced. She felt like she'd just stepped her hoof in things and made her friend feel even worse. She had to fix this.

"No biggie!" Apogee waved a hoof, trying to cheer her friend up. "We'll bag a cutie like you a hot colt in no time!"

Daisy looked down at her lap, blushing. It wasn't that she didn't like colts. She did like stallions, and especially what stallions had between their hind legs. She just hadn't found any colts other than her brother that she'd ever been interested in... all so young, so immature, so foalish.

Fillies on the other hand... Daisy's eyes lingered on her friend for a moment. Well there definitely was one filly she liked. A lot.

"I dunno Apogee... I don't think there's any colt out there for me. They're all so... immature." Daisy sighed, trying yet again to stifle and suppress the strange romantic feelings she felt bubbling up in her chest for her best friend.

Apogee hummed, pondering her friend and her rather glum-looking state with deep concern. She could always sense when her friend was really feeling off: Daisy was usually pretty buttoned up, so a couple of sighs and a morose statement that she thought she'd never be able to find a colt-friend meant that her cute little friend was seriously down... and Apogee wouldn't let that stand...

Apogee had an idea.

"Diz." Apogee started, a wicked smirk spreading across her face. "What if... what if you came over tonight to hang out?"

Diz sighed again, giving her friend a smile. "Th-thanks Apogee, but you just finished telling me how much you're looking forward to your big night with your dad. You don't need to ruin all that just for me."

Apogee turned to face her messy-haired friend, her mischievous smirk now a beaming smile. "What if I didn't have to ruin, anything? What if... now hear me out, OK? What if you joined in and we both had some fun with my Dad?"

Diz's face went completely beet red, her ears folding back against her head. "Wh-what!? Are you crazy?"

"Hear me out Diz!" Apogee said, blushing herself. "You already know my Dad, and he knows you... I know he thinks you're a good filly and you think he's a cool stallion... and I've already told you so much about his... uh... y'know... his stuff that you've practically seen it yourself... and you'll have so much fun together, I'm sure of it! You'll get to see what it's like for you to have a hot, mature stallion... y'know... with you."

Diz was flabbergasted. She still couldn't believe what she was hearing... there was no way she'd be up for that. Hay, there was no way Apogee's father would be up for that! It was just another of Apogee's crazy ideas! "N-no way Apogee... I mean, w-with your Dad - that's a bit scary... not to mention weird?"

"Aww- c'mon Diz, I'll be right there with you." Apogee grabbed her friend's hoof.

Daisy's heart thumped heavily and her hoof felt all tingly... Apogee would be there, wouldn't she? She and Apogee would be able to spend some gulp r-romantic time together, right? M-maybe Diz might even get a chance to k-kiss her... or even... maybe... m-more?

This was such a bad idea. But... with Apogee's pleading face, and the chance of maybe something more happening... what could the mousy, shy book-filly say?

"I... u-uh... O-Okay." Diz smiled shyly at her friend, her braces just barely visible, as she squeezed her hoof back.

It was a few hours after school had gotten out. The two fillies were chilling on the couch in Apogee's father's living room - the repeat of the season finale of Potato Ponies playing on the big screen TV.

Apogee groaned from her sprawled out seated position on the couch. "Augh... this is so lame" She slapped a hoof against her forehead, "Sorry Diz, I should have figured that my Dad would end up missing yet another Tuesday night because of work" Apogee said the word 'work' with such venom and disgust that she shuddered.

Diz shrugged, as she continued to read through her book, from her more properly seated position on her haunches. "N-not a big deal... it's fun to just hang out, too." She smiled over at her friend, her braces glinting, "If I'm being honest... I was a little bit nervous to do... th-that with you."

Apogee raised an eyebrow, "... and with my Dad, right?"

Diz blushed, continuing to look down at the book, "Y-yeah... that too."

Apogee sighed, picking up the remote control. "I'm gonna change the channel, this year's finale was the worst. The bad-guy potato gets converted to the good guy team over the course of a freakin' song in the last 3 minutes! Talk about rushed!" She started switching channels as she muttered, "I bet they end up making him the main character of the next season, too."

Diz chuckled, quietly. It was always funny when Apogee got so passionate about the most random of topics.

Apogee flipped through channels, finally landing on PTV, the latest craze among all the fillies and colts at school: a new channel that played these so-called 'music videos' non-stop, a big part of the exploding Applewood film and TV industry.

"...and that was Countess Coloratura's latest single, Pony I Wanna Be." The surround sound speakers blared as Apogee cranked up the volume. "Next up, is Big Jon and the East Side Colts and the extended play version of their top of the charts club banger: Get Low."

Apogee sprung off the couch, flapping her wings to fly up onto the coffee table. "Oooh! This is my favorite - check this out Diz, the dancing is so dirty... I've been learning it, too!"

Diz looked up from her book, blushing as she watched her friend began to bounce to the rhythm as the song started. "A-Apogee?"

Diz felt her body begin to warm as she watched her giggling friend's rump... and that was even before the song really got going.

Apogee began to gyrate her flank left and right, mimicking the zebra mares in the music video, the wild, sensual movements making her school skirt and tail-bun flip about wildly just in front of Diz's face. The stunned earth-filly was treated to a face-full of Apogee's yellow plot; she had a perfect view of Apogee's tight round ponut flexing in coordination with her sensual flank muscles all nestled above the most beautiful and slender filly-lips she'd ever seen as the blue-haired filly danced to the music.

Diz swallowed deeply as she felt her face start to get extremely hot.

...and something else start to get hot too.

"C'mon Diz!" Apogee cheered, as she accidentally kicked the remote control off the coffee table, "Get the buck up here and join me!" Just as she extended the invite, the main chorus of the song came back on and Apogee started performing an even more erotic dance move...

"Bend over to the floor! Touch your toes! Let me see you GET LOW!" The bass-line pounded.

Popping her rear legs up and down ever so slightly, her pert flanks began to bounce in little circles... and then she began to squat, lower and lower, bringing her bouncing athletic ass-cheeks closer and closer to the tabletop she was dancing on. This erotic dance move was giving Diz the show of her life: Apogee's exposed plot was spread, bouncing, right in front of her as the pegasus filly arched her back and hips to grind up and down - as if she was rubbing up and down against an imaginary pole.

"W-what!? M-me?" Diz stammered out, adjusting her glasses as she did whenever she got nervous. She could feel her filly-hood starting to heat up, could feel her mouth beginning to go a bit dry as her heart thumped faster and faster at the incredibly sexy sight she was affronted with.

"Huf... huf... I said: C'mon!" Apogee chuckled, as she did another 'Get Low' grinding move, this time getting low enough that her small, but still bouncing teats hovered just a few inches about the table. "Hhuf... it's fun! And it feels sexy!

Diz swallowed, putting aside her book shakily as Apogee's unbounded enthusiasm once again managed to draw the mousy filly out of her shell and up onto the large coffee table to join her best friend.

"L-like this?" Diz asked, unsure of herself, as she began to gyrate her hips left and right, her slightly more pudgy flanks swinging with much more momentum than Apogee's as she twisted her filly-flank clockwise then counter-clockwise in rapid succession.

"Y-yeah!" Apogee grinned, some sweat trickling down her brow, before bumping her butt against Diz's. "You go girl!" She cheered encouragingly.

Diz smiled despite herself, her cute braces revealed to the world. This was fun! She continued bumping her flank against Apogee's, the gyration feeling more and more sensual as Diz's thighs compressed the contents between them, the muscles rubbing against her filly-hood, making her lower lips start to get warmer... and wetter.

Apogee laughed with abandon as she pivoted around her friend, so that they were now standing butt-to-butt as they continued bumping against one another. Apogee's chuckles and Daisy's panting were both drowned out by the pounding bass and lewd lyrics of the club song.

"R-ready Diz?" Apogee grinned over her shoulders, her wings extended in excitement as the chorus of the song came back. "It's time to get low!"

"Bend over to the floor! Touch your toes! Let me see you GET LOW!" The speakers were almost bouncing off the floor.

Diz nodded and leaned back, feeling her hot flanks pressing against Apogee's as the two filly's rears pressed against one another as they squatted down. The two bouncing teenage-filly butts were sandwiched against one another, Apogee's taut glutes smushing with Daisy's pudgier ass, as if trapping an imaginary pipe between their two pairs of buttcheeks as they slid down to the tabletop and back up.

Diz's cheeks were a rosy red of exertion and excitement. She swore she had just felt Apogee's filly-bits brushing against hers when they'd reached the bottom of their grinding dip, at the moment when their flank-cheeks were most spread point... and it was making her filly-lips get absolutely soaked.

Diz did feel when Apogee's flanks withdrew from hers, but she was too caught up in the song now to slow down or even look back to see what had happened. Her eyes were glued to the TV screen as she watched and mirrored the talented Zebra mare dancers twerk their bouncing flanks and tails down all the way to the floor and back up (though at least the Zebras were required to wearing mandated swimsuits to provide some modesty - Diz had no such coverage).

"Bend over to the floor! Touch your toes! Let me see you GET LOW!" The song roared again.

DIz let her tongue hang out of her panting jaw, as she almost perfectly copied the on-screen dancers' motions. Her breathy huffing due in part to her exertion and in part from the incredible feeling of her slightly pudgy flanks slapping against one another over top of her sopping filly-hood as she twerked down again to the floor, exposing her most private bits to the whole world before arching her back and bringing her grinding hips back up to a standing bounce.

As the usually restrained Daisy danced with reckless abandon, lost in the beat, she felt one of her school uniform stockings slide down her rear leg, her tail whipping about in a frenzy as she twerked her way down once more, her bouncing rear continuing to stimulate her now-swollen love-bud, before her lower thighs descended all the way to the top of the table... where the sweaty filly deposited a few small droplets of fluid... fluid that was not made up solely of her sweat.

All of sudden, the song tapered and ended leaving Dizzy panting and staring at the screen.

A sudden wave of pleasure and excited washed over the usually bookish filly, uncontrollably overwhelming her exhausted muscles: in a flash, she felt her fairly large clitoris shoot out from her swollen filly-lips, spreading her open to the world. The big passion-bud winked out once, then twice, and then an irresistible urge crashed through her. It began as a tingling at the base of her skull then raced down to her aching rear and abdomen before it triggered a convulsion in her powerful vaginal muscles, forcing a miniature squirt of filly-juice to escape her pussy and splatter noisily to the coffee table, with a small spray of droplets.

Oh crap.

A half-second later, a surge of fear formed in the pit of Daisy's stomach as she remembered just where she was.

"Uh... A-apogee?" She nervously looked over her shoulder for her friend, only to find that her worst case scenario had indeed occurred: the yellow filly was sitting, transfixed, on the edge of the couch, looking right at her friend's winking plot, not even six inches from her muzzle.

Her wings outstretched painfully, Apogee sported a huge blush on her face as she silently whispered: "W-wow..."

Then Daisy freaked.

"Aww, c'mon Diz... can I come in? You're making a big deal out of nothing!" Apogee asked to the closed door to her bedroom, which was situated on the second floor.

Daisy had exploded in a flush of crimson red embarrassment, pulling her tail between her legs and accidentally kicking Apogee in the snout before clambering off the coffee table and booking it up the stairs to Apogee's room. The pegasus filly had tried to cut her friend off, taking flight to catch up with the surprisingly fast earth-pony filly by skipping the stairs and flapping directly to the second story landing.

Unfortunately, she had arrived just in time to have her own bedroom door slammed in her face.

"G-go away." Diz's voice came through the door, "If you give me just a few minutes I'm pretty sure I can figure out some way to either kill myself or just die of embarrassment in here."

Apogee rolled her eyes, chuckling. "Aww c'mon, Diz... don't be a drama-princess! The whole point of that dance is to get turned on, heck that's why I like it so much." The pegasus sighed, bonking her head against the door.

There was silence for a few moments as Apogee waited for a response. "...Diz?"

"Come in, the door's not locked."

"Oh... doi..." Apogee pushed open the door.

Apogee immediately saw her best-friend lying prone on her bed (which was in a rare state of being freshly made, thanks to dad's cleaning service dropping by today), with her head buried under the pillows in shame.

Apogee chuckled as she fluttered onto her bed so that she could sit next to her friend and stroke her back comfortingly. "You're so funny, Diz. You get upset over the littlest things..."

Diz just grumbled from under the pillows. "Shut up."

Apogee chuckled again, "That's what I love about you, though, it's cute."

Diz poked her head up from the pillows, looking at her friend. "I've never been so embarrassed in my life: I made a total fool of myself." Little streaks of tears had stained her facial fur, she'd obviously just been crying. The smaller mare sniffled, blinking away tears from her eyes.

Apogee's heart melted and she could no longer resist lunging forward to envelop her friend in a tight embrace. "You're such a goofball Diz... that wasn't embarrassing..." Apogee pulled back her head while maintaining her embrace so she could look DIz directly in her eyes, "...that was... that was hot."

Diz sniffled again, looking down at the bed, "Y-you're just saying that to make me feel better, Apogee."

Apogee sighed, releasing her friend from her embrace, shifting so that she was sitting next to her. "No Diz, I'm not." Apogee blushed, finding it hard to look at her friend directly as she went on. "Y-y'know how in health class they talked about coolers - about how mares and fillies could use them to satisfy their urges as long as they were filled with the proper... uh... juice?"

Daisy sniffled again, nodding softly, still looking down at the bed spread in shame.

Apogee craned her head back, looking up the ceiling. "A-and then Ms. Kindnicker said how... how... it's natural for fillies to have cooler-buddies? Another filly to help you set things up and make sure you're safe?"

Diz looked over at her friend quickly, eyes widening... what was Apogee going on about...?

Apogee mumbled angrily. "S-so... I don't know about y-you." She cleared her throat and started again. "I don't know about you, but with my Dad leaving me with stiff-wings tonight. I was thinking, maybe..." Apogee twiddled her hooves. "Y'know, we could be cooler-buddies... A lot of the fillies at school already have one."

Apogee's wings ruffled and she stomped the bed with her hoof in frustration, before dropping her head into her hooves. "Augh, I'm so worked up right now! First Dad, then your little show... this sucks!"

Diz blinked, not believing what she had just heard. "I-I really made you get worked up?"

Apogee blushed a bit, and gave her friend a little squeeze. "A-actually... if you hadn't stopped just then, I probably would have wet the floor myself..."

Diz looked up at Apogee a little grumpily, freeing a hoof to wipe her runny nose. "Horse-apples. You don't need to lie to make me feel better."

Apogee eyebrows arched in bemusement. "I'm serious Diz!"

Diz just rolled her eyes, dismissing Apogee's statement as yet another lie to make her feel better.

Seeing this, Apogee got an idea.

Her trademark mischievous grin spread across her features.

"Oh yeah? Don't believe me, huh?" Apogee prodded her friend with a hoof playfully, "Guess you want me to show you then, huh?"

Diz's features froze. Her heart had stopped beating and she was breathless. It was like her central OS had just experienced a critical error. All she could do was stare into the deep indigo eyes of her friend, who was looking at her with a widening and widening grin.

Apogee pushed her friend away so she could flop backward onto the pillows in a half-sitting, half-face up repose, her wings splayed out slightly to either side of her on her pillows. "I'll take your silence as a yes, then."

Apogee continued shifting, leaning back even further and flipping her school-skirt up. She let her toned rear legs fall out to either side, so that she was splaying her hips wide open for Daisy to see everything.

Apogee's spread-eagled nethers were quite the sight for the mousy earth-filly to behold. Just below Apogee's adorable and fuzzy lower abdomen, barely visible under her skirt's hemline, were two pert, sexy, teenage teats. The two nubbin like nipples were stiff and engorged, a signal of the filly's obvious state of arousal... a signal that was easily confirmed by what else visible further below.

Nestled between her hips, Apogee's filly-hood was swollen and excited. The plump lips were a darker shade of brownish yellow caused by the increased blood flow to the region. Trailing out from the bottom of the pursed pair of folds was a slick trail of gossamer juice... trickling over the swollen tail-hole just visible underneath. That transparent juice had obviously been leaking for a little while: both Apogee's lips and her surrounding pubic fur were damp with her love-dew.

Most prominent of all, though, was Apogee's little love-button; her cute clit was just barely peeking out from the crest of her teenage sex. The aroused bud was protruding, slightly parting the lips and revealing a glimmer of pink heat inside, suggesting to all viewers that a wild and twisting fire burned just within the filly's folds.

"W-wow..." Daisy whispered, echoing the same sentiment that her friend had minutes earlier.

Apogee stuck her tongue out goofily, "Told ya."

Apogee extended her two wings, bringing them down to her buttocks, using the prehensile primary feathers to grip her flanks and pull her skin taut, spreading her teenage pussy wide and revealing everything to her enraptured friend.

"I mean look at this thing," Apogee chuckled, nodding at herself, "I haven't been this wet since last Tuesday."

As if to punctuate her statement, Apogee's exposed vaginal opening clenched at just that moment, her fully unsheathed clit straining and winking upwards causing a small trickle of filly-juice running to trickle from her opening down over her lower pucker to the bedsheets below.

Daisy gulped in fascination. The captivated filly couldn't help but lean slightly further in, nearly drooling as she took in Apogee's show.

"I'm blaming my Dad too," Apogee whined, bringing one of her hooves down to toy delicately, using her soft under-hoof, with her erect clit. "We should both have been bouncing on his stallionhood right about now." She growled. "Not that seeing your sexy dance moves helped any... where did you even learn to dance like that?"

Diz had leaned in closer and closer. So close that she had to lean onto her elbows to prevent herself from falling over. DIz's tongue felt heavy in her mouth, the metallic taste of her braces seemed more prevalent than normal, causing her lips to part slightly.

Celestia help me resist... Diz thought desperately.

She just wanted to reach out and lick that beautiful, damp strip of pink flesh. It was so close now. She could smell Apogee's musk so poignantly: the cinnamon sweetness was making her nose twitch!

Still keeping her nose and head locked on it's alluring target, Daisy looked up with just her eyes at her friend's face, her stare piercing through her brows to meet the pegasus-filly's gaze.

Apogee was looking down at her with an arched eyebrow and a bemused smile. "...D-diz?"

Tell her! Diz's mind screamed. Tell her you think she's the most beautiful filly in the school! Ask her if you can taste her! Go for it!

Apogee's look became a bit concerned... a little unsure. "Y-you OK?" Apogee asked, tilting her head.

Dizzy felt her confidence crumble, like a sandcastle swept away by a wave. The shy filly pulled back, sitting up so that she was back on her haunches, and let out a big sigh of her own. "Y-yeah...I'm OK."

In the end, she couldn't risk it.

What if she'd said or done something? What if that made Apogee's smile turn into a twisted, disgusted scowl... followed by the pegasus telling her to get the hay out of her house, their friendship ruined forever. She couldn't lose her best friend... "S-sorry, Apogee.... I-I w-was just g-getting a bit worked up."

Apogee groaned, letting her legs close as she rolled over onto all fours and hopped off the bed. "I know what you mean... Buck I wish I was pinned down under my dad right now..." Apogee licked her lips then looked over at her friend with a smile, "...you too..." Apogee blushed, "Being pinned by him I mean..."

Dizzy nodded, her face still a crimson mess as she thought about what she had almost just done... she was sure the memory would be burned into her cortex, a vision of passion and missed opportunity that would delight and haunt her for her for the rest of her life.

Apogee's face changed, going from her grinning, goofy demeanor to a little bit shy, uncharacteristic for the impish rogue of a filly. "Uh... Diz... I might actually have a solution to our problems... especially considering my dad still isn't home."

Diz looked up at her friend, tilting her head, watching her from under her messy bangs.

"S-see... my mom bought me th-this a couple of weeks ago..." Apogee reached under the bed, taking out a plastic shrink-wrapped package. "...She told me that I should have one of my own... otherwise I'd just end up stealing hers..."

Apogee tossed the unopened package on the bed, so Diz could read it.

The lettering was bold and unashamed, impossible to miss.

COOLCO - Premium Deluxe Edition Cooler
MODEL: S ARMOR
SIZE: S

The box was covered in various exhortations and claims about the effectiveness of the product in the box. On one side there was even a picture of Twilight Sparkle and a quote from her: "Just like the real thing!" beneath a bolded text box with the phrase: PRINCESS APPROVED

"W-wow... a COOLCO deluxe?" Diz whistled softly, pushing her glasses up on her nose. "These things are expensive! And Rare! Especially since they went out of business 3 years ago... everypony wants one of these." She turned the box over in her hooves.

Contains: One phallus (model and size listed separately),
one BURST-TECH hoof-pump and tubing,
10 SynthSpunk fill cartridges,
one HARDMOUNT suction cup attachment,
one HARDMOUNT waist harness attachment with LuvLink Glyph Technology,
one complimentary SlickSauce Lubrication Container
and one GUARANTEED good time!

"They say COOLCO tried to use a loss-leader model of business," Daisy began to lecture, switching into what was a natural comfort zone for her. "See, they sold these insanely high-quality coolers with incredible plastic-polymers infused with unicorn magic to make them feel real, warm, and alive, and hoped to recoup their costs by selling those SynthSpunk cartridges at a super high markup." Daisy began opening the box excitedly to get her hooves on the engineering tech within, pulling out the high end packaging and various components.

"There was also a rumor the real reason why they went out of business was a massive lawsuit from the Royal Crown by Twilight Sparkle." Diz was inspecting one of the heavy SynthSpunk cartridges, trying to figure out how it slotted into the pump unit. "Apparently, she had signed on to endorse the product as a personal favor to the original inventor, Filthy Rich, but then she got really upset when the company put her likeness on a new product line with stallion phallus models based on famous princes and guardsponies."

Diz finally figured out how to click the cartridge into the pump. "Ah! There we go! That's clever! It pre-pressurizes the pump chamber, which should lead to a way higher exit velocity when..." She looked up to notice that her friend Apogee was staring at her, smiling and shaking her head. "...w-what?"

"Never change Diz, you're so weird!" Apogee chuckled, shaking her head.

Then her blush returned with a vengeance.

"S-so yeah, my mom got me that." She pointed with her hoof at the cooler. "Of course, she went and got me the small size..." Apogee rolled her eyes, "Guess she's worried I'd hurt myself."

"SideWinder did the same thing for me." Diz chuckled, and awkwardly prodded the actual stallion phallus, a black veiny shaft that was a bit short and narrow, but had a texture so realistic it almost looked to be the real thing. "So..."

"So..." Apogee responded the same way blushing heavily as the statement hung in the air... before she steeled herself, puffing out her chest fluff with confidence and pressing on. "So, we're both pretty worked up... so like I said before: I say we use this here cooler... especially seeing as it looks like my dad won't make it home tonight anyway."

Diz blushed fiercely, but nodded tentatively. She was pretty worked up, and this was a chance to spend more of this rather... interesting and 'personal' time with Apogee. "S-sure... I c-could set it up for us."

Diz reached for the suction cup attachment, only for Apogee to grab her hoof with one of her own.

"A-actually Diz, instead of just setting it up and helping... I was thinking... remember how I said I'd be there for you in a heartbeat if you ever needed me to wear a cooler for you?" Apogee smiled at her friend

Diz just nodded, unable to believe what she was hearing, what this might lead to...

"Well... y'know... best filly-friends do this for one another all the time... its normal..." Apogee smiled at her friend. "I really meant it when I said I'd be there for you, y'know!" Apogee nodded fiercely, as if confirming her own statement then released her friend's hoof.

Diz's mouth felt dry, and she nodded slowly, her hoof reaching toward the harness attachment, as she shook with excitement.

Apogee couldn't help but notice that her friend shaking and blushing even more extremely, and immediately worried that her friend might be uninterested or pressured, so she quickly added. "I mean... just as friends Diz, as cooler buddies!" Apogee blushed. "N-not as f-filly-foolers. You know that filly-friends do this for each other, right?"

Diz nodded. She knew that was what Apogee meant, so it didn't surprise her or hurt her. Still, this was beyond her wildest imaginations for the evening, her highest hopes... her heart was beating out of her chest in excitement. "O-okay..."

Apogee was fiddling with the straps and buckles of the premium harness, as Diz tried to assist her in stepping into the multi-fangled, complicated contraption.

The harness had so many cross-support straps, tie-downs, velcro adjustments... all so that it would stay firmly attached through even the most rigorous of uses. Diz almost had to whistle in awe at how well put-together the final product was, especially when it was compared to the cheap one that SideWinder had picked up at the corner store.

Apogee's mom had really gone all out in getting this for her daughter.

"What's this?" Apogee was pointing at the back of the mounting plate, a solid piece of plastic that would hold the phallus of the cooler against the belly of the wearer. She'd noticed a small, removable piece of silicone there - but it was on the side of the plate that would face the mounting filly - the wearer, instead of the 'to-be-mounted' filly.

Diz picked up the instruction booklet, hoofing through it quickly. "Ah! So, that's the LuvLink Glyph cover. You can leave it on if you don't want to use the LuvLink spell, or take it off if you do want to use it."

"LuvLink spell?" Apogee asked, eyeing the piece of silicone uncertainly.

Daisy continued flipping through the instruction manual. "Yeah, apparently it's a magical unicorn glyph. If you take the cover off, it presses against the wearer of the cooler once the cooler is strapped on... sending 'sensual' magic to the wearer... w-wow... no wonder these things are so expensive!"

Apogee recoiled, pulling her hoof away from the silicone cover, and sticking her tongue out. "Ugh... so like... it'd make me feel.... as if I had a dick? Gross!" She poked tentatively at the silicone cover, as if unsure that it might somehow come to life it would bite her.

Diz shrugged, "From what I was reading, it's just sensations... spellcrafting-thaumic technology mass production isn't that advanced yet. But it's no big deal ApogeeJust leave it on if you're not sure."

Apogee bristled a little bit - she wasn't a scaredy-foal: Diz was the one who had volunteered to go first. She scrunched her face up and gathered her courage. "N-no... I'll take the cover off, I can always stop if it feels wrong."

She gripped the little silicone cover with her hoof, removing it to reveal the intricate thaumic glyph underneath, a strange snarled network of silvery metal whirls, whorls and bizarre angles embedded into the plate. With the cover removed, it began to glow ever so slightly.

Diz nodded at her friend, blushing a little bit. "R-ready?"

Apogee nodded, as if she were an astronaut being zipped into her flight suit for take-off: focused, fearless.

Giving her projecting friend a nervous grin, Daisy pulled the straps, cinching the harness tight onto her friends lower pelvic region, affixing the harness so that the stallion-phallus was hanging in roughly the same place it would on an actual stallion.

"T-too tight?" Daisy asked, pausing before affixing the velcro fasteners.

Apogee just shook her head without speaking aloud, so Daisy pressed the fasteners in place. Daisy stepped back looking at her friend with open eyes, she had to admit, the harness fit her friend like a glove.

"W-wow..." Diz said breathlessly , peering under Apogee with a little chuckle. "H-how does it feel?"

Apogee lifted one of her hind legs experimentally, feeling the fit of the cooler, the small but rigid black silicone phallus bouncing under her belly.

"W-weird..." She blushed. "The glyph is pressing into my belly... it's... it's not like I can feel the cooler... it's more like..." She mused, struggling to find the words. "It's... uh... it's like the phallus is connected to my... uh..." Apogee blushed. "My m-marehood."

Diz was blushing pretty heavily too. "D-do you wanna stop?"

"Buck no!" Apogee laughed, effecting a collected confidence she didn't truly feel. Chuckling nervously, she went on, "B-besides, I just went through the whole effort of putting this damn thing on, I'm not about to take it off." She snorted, and stamped a hood. "W-what's next?"

Diz blushed. "Uh... I guess, I... gulp y-y'know..." Diz clambered up onto the bed, before rolling onto her back.

Apogee's wings flared out a little bit and she breathed heavily through her nostrils: this was getting exciting!

Diz let her rear legs relax, her stockings drooping down to her ankle-joint as they fell outward to either side. Apogee swallowed nervously, stepping forward toward the end of the bed, tentatively.

"D-diz... c-can you let your tail down... it's in the way."

Diz was blushing like crazy, and shivering with excitement... but still, she started to relax her dock, which had been pinning her tail against her nethers, preventing Apogee from seeing or accessing those hidden treats. The mousey earth-filly's tail began to droop down, her brown mess of hairs revealing more and more of the package beneath...

"W-wait!" Diz suddenly shouted, pushing herself up onto her elbows so she was sitting up, her tail still reaching up across her lower abdomen.

Apogee's wings snapped out, surprised.

"L-lube!" Diz squeaked, reaching over with one of her hooves to pass the bottle of lube that had come with her cooler over to her friend.

Apogee grumbled, grabbing the little squirt bottle and popping the top of the cap. Awkwardly, she stood up on her two hind legs to get access to her silicone stallionhood, squeezing a generous amount of lube onto the smallish, silicone, black veined cock.

W-woah... Apogee thought, pausing, as the warm lube dripped along the cooler... She could feel that!

It felt as if her clitoris was being slathered in the warm, slick lube, dripping along her little love-bud, currently still nestled in her filly-lips. It was strange to say the least... but it felt amazing.

Apogee dropped one of her hooves to the cooler, using it to spread the slick lube along the silicone ridges and bumps. She shuddered as her nerves fired in delight and energetic tingles: it felt like she was stroking her clit! Unicorn magic was awesome!

Apogee bit her lip and closed her eyes, groaning slightly as she felt her hooves slide over the cooler's medial ring. She couldn't help but give out a little squeak as she reached the fake phallus's flare. It felt just like she was touching the sensitive end of her clitoris, now swelling and peeking from her folds.

"MMmnnn!" Apogee groaned, starting to stroke the cooler gently.

Diz looked at her friend with an arched eyebrow. "Uh... Apogee?"

Apogee eyes fluttered back open, as she remembered that her friend was waiting, right in front of her, totally exposed and vulnerable. "Oops! S-sorry Diz... it just feels... in-incredible!" Apogee stammered, breathing heavily.

Diz smiled warmly at her friend's pleasure, giving Apogee just a peek of her braces. It made the earth-filly smile to know that her friend was so happy. She caught sight of a spot on the flare of the cooler that was un-lubed, and, without pausing to think, reached forward to grab the toy with her hooves to correct the issue. "Y-you missed a spot, Apogee."

Apogee could only grit her teeth in blissful agony. That incredible feel of another pony's hooves... her best friend's hooves... rubbing the flare of the cooler... the sensations transmitted in throbbing waves to the pegasus-filly... it was beyond intense.

"D-d-diz!!!" Apogee half-squeaked, half moaned.

"Oh my gosh! Sorry!" Diz squeaked back, pulling her hooves back as if she'd just grabbed a hot pan.

Apogee took a deep breath, recovering from the intense sensations that had just rippled through her filly-hood.

"W-wow!" Apogee breathlessly murmured, not for the first time that evening, before falling back to all four hooves, stepping up to the bed.

Blushing heavily, Diz grabbed one of Apogee's pillows and held it over her face, as if that would help her ward off the intensity of the situation and the embarrassment she was feeling: Diz could feel her heart-rate throbbing through her face, pounding, her boiling blood racing right up to the tips of her ears.

"R-ready Diz?" Apogee asked, placing her fore-hooves on the edge of the bed, stepping up tenderly to stand over her smaller friend.

Diz nodded shyly, still peeking out over the top of the pillow she was holding against her face, staring nervously through her messy bangs at her pegasus friend's approach. Her brown-haired mop of a tail continued to be held tight against her belly, protecting her filly-bits from her friend's view and stalking, sexy approach.

Apogee licked her dry lips, the intensity of the moment flooding up through her as well, electric tingles of eager apprehension dancing up from her hoof-tips out to her outstretched feathers.

"D-diz... show me..."

Diz gulped, clenching her pillow even tighter against her school sweater... before she ever so cautiously beginning to drop her tail, relaxing her dock. Ever so slowly, ever so carefully... the tail began to fall away from the cute, slightly pudgy, pony-belly and hiked-up school skirt it had been clenched against. As the ends of the tail-hairs pulled down, Diz revealed more and more to her friend... until, when it was just a few whisper-y hairs from from flopping down and revealing the filly to the world...

The tail snapped back to being rigidly held against her belly.

"I can't!" Diz groaned in frustration, throwing her hooves up in frustration, launching the pillow she was clutching across the room as she growled, her face a mask of annoyance.

Apogee withdrew back to the floor, a lock of shock on her features, "Y-you can't?" No! Apogee thought in despair, they'd been so close!

Diz went on, pounding the bed-sheets with her hooves in an adorable tantrum. "I can't do it face-to-face with you... it's just too embarrassing!" Diz growled, rolling over onto her belly, and splaying her still-stockinged rear legs behind her, "W-we'll have to do it traditional pony style instead."

Diz pushed herself backward along the bed with her forehooves, her belly sliding across the sheets until her rear legs were hanging off the edge facing Apogee. Diz's short height meant her tippy-hooves just barely reached the bedroom floor so her flank was now suspended in the air, perfectly positioned only a few inches in front of Apogee...

There was no hesitation left in Diz now: the normally-shy filly's tail flagged high up into the air, showing herself completely to her pegasus filly-friend: Apogee could see her best friend in her entirety - every succulent detail of her beautiful friend's plot.

Before, Apogee had only caught glimpses of her friend's filly-bits during her dancing frenzy. The high pace of the song's thrumming beats and erotic gyrations of the earth-filly had allowed for only quick flashes and blurs of pink amongst periwinkle blue fur... of only hints of wafted vanilla-almond scents conveyed in the air... and then Apogee had been pre-occupied with the splattering squirting just in front of her, droplets scattering wildly, to be able to really concentrate on her friend's rear.

Now though, she could take her time... she could truly drink in all of her friend's features.

And what an amazing set of features they were.

Daisy's flanks were not as slender as Apogee's, that much was for certain. The thin, additional layer of fat sat beautifully on her haunches though, accentuated by the smaller filly's foal-bearing hip structure, her slight pudge giving her ass-cheeks just the right level of forgiving firmness that Apogee was certain would one day drive all the stallions wild.

Her messy brown-furred tail twitched excitedly in the air, nervously wagging back and forth in expectation of erotic events to come. The reddish brown hair was all anchored to a stout little dock, which seemed to throb with nervous anticipation as it strained upwards, doing its utmost to reveal the delights below.

And reveal it did.

Diz's tailhole was cute as a button. Just the sight of it made Apogee swallow. The ring of muscled ponut was slender and narrow... fitting for her friend's smaller frame... but it was pudgy and fluffy, quivering with Diz's heart beat, the wrinkled folds hinting at a heat within, and further delights just below...

And what delights!

Diz's fillyhood was breathtaking.

The little fold of skin between her ponut and the top of her lips were a cute diversion for Apogee's eyes as they played over her filly-friend's nethers. Her slender lips were swollen, pursed outwards slightly to reveal a pink glove of twisting inner flesh, a tight pink glove... Diz had a small filly-hood, narrow and unmistakably tight - again, it seemed to fit her smaller frame perfectly. Diz's moist, taut, lips were coated in a slick layer of her juice which would be re-applied anew each time her lips convulsed, dipping her outer, tender folds into the warm, pink, juicy center...

As Apogee watched, the tight lips spread wide suddenly, flashing a hot, pink signal that this filly was ready to be bred. It was an impressive wink, caused by Diz's even more impressive clitoris forcing it's way into the air from the junction of the intimate folds. Apogee had to swallow again, as her mouth watered in trepid anticipation, the size of the formidable love-bud demanding respect... Unlike all of her friend's other bits, this seemed to be out of proportion entirely.

It was huge.

Whereas Apogee's clit was a small eraser sized nub even when it was swollen from the throes of passionate sex with her beloved father... Diz's clit was the size of a silver dollar, an engorged, sensitive mass of intimidatingly-sized flesh, pulsating as it was driven by a throbbing set of powerful teenage-earth-filly vaginal muscles. Her large bud shot in and out rapidly in quick succession, splattering little squirts of filly-juice as it forced Diz's folds open and shut with its passage.

Below this massive, darting bulb, which was difficult to look away from, was an exquisite set of squishy-mounds... two warm, lime-sized, teenage-teats. Their diminutive eraser-nub nipples were fully erect as the two globes of soft breast-flesh bounced with her friend's shaking.... Apogee couldn't help but suspect that Diz would have a very nice rack before too long.

"D-diz... you're beautiful." Apogee whispered, taken aback by her friend's beauty.

"C-c'mon Apogee... I c-can't wait much longer..." Diz whined quietly.

"O-oh right..." Apogee, stepped back up again, putting her hooves on either side of her friend's bed-supported rear, "S-sorry..." It was unusual for a shy filly like Diz to speak up so insistently, she must really need this, Apogee thought.

Apogee's face and chest were tickled by Diz's flagged tail as she positioned herself over top of her prone friend. The pegasus filly's rear hooves clattered for purchase as she placed them on either side of her friend's rear legs, straddling over her as Diz strained to keep her tippy-hooves on the floor.

Using her left hoof to carefully grasp the cooler, Apogee began trying to align it with Diz's winking, quivering sex. Every time she pressed forward, however, the silicone shaft would bounce about making the task of pressing against the tight opening very difficult. On one of the attempted penetrations, the cooler missed entirely, sliding off Daisy's clenching wet lips and smushing up against Diz's fat clit, causing both fillies to simultaneously squeak and tremble in pleasure.

This was harder than it looked! How did her Dad always manage to do this so easily with her, anyway!? Apogee groused.

Frustrated, Apogee pushed forward one more time, gripping her cooler-phallus more firmly with her hoof, biting her outstretched tongue in concentration... and finally managed to connect.

The smaller, narrow, well-lubed cooler touched up against Diz's tight filly-hood just as her sizable clit winked out in excitement, parting the lips just enough for the flare to slip in to the tight opening.

"Ooh!" Apogee moaned, as she felt the clenching outer lips of her friend's sex close around the flare, drawing the simulation stallionhood into itself.

To Apogee, it felt like the sensitive end of her clit was being grasped by a hot, delicate, fleshy hoof, tenderly coaxing just the end of her love-bud.

"Oh... D-diz..." Apogee groaned aloud, her hips unconsciously bucking as she slowly continued to push deeper into her friend.

Diz let out a breath, murmuring... "B-buuuuck!" as the phallus sank deeper into her.

The reserved earth-filly tensed, her fore-hooves clenching at the covers, as if she were trying to anchor herself from being swept away by the intensity of the moment. She opened her mouth, about to moan again, but instead buried her muzzle into the sheets so she wouldn't noisily embarrass herself, choosing instead to release a drawn-out, muffled squeak into the cushioning of her friend's bed.

The silicone flare had now slipped fully into her tight tunnel, as Apogee began to drive forward with more pace. Diz found herself compelled to spread her rear hooves further apart, struggling to maintain her hoof-purchase on the floor as the narrow cooler spread her, her tightness providing too much resistance to be easily permitted into her depths.

Apogee wasn't slowing though. She couldn't. Not with the incredible feelings being transmitted to her via the glyph on the pseudo-stallionhood, all conveyed direct to her own aroused filly-hood. Apogee could feel her clitoris being engulfed in tight, silky folds, all through the incredible magic of the LuvLink glyph...

'M-mom...' Apogee thought, amidst the explosion of sexual passion in her neurons. 'Th-thank you so much for getting the deluxe version.'

Apogee brought her fore-hooves up to her friend's ample flank, using the extra leverage to push the medial ring into Diz's snug filly-lips. The slightly wider medial bulge only squeezed in with some difficulty, the raised bump sliding roughly against Diz's now permanently winked-out clit, as it buried itself int DIz's clenching tunnel. She groaned loudly into the blanket as the ring stretched her, instinctively wriggling her hips back into Apogee to get more cooler into her as her filly-hood spasmed with a passionate wink.

"B-buck, Diz!" Apogee moaned through clenched teeth, her eyes shut in pleasure. She gripped her friend's flank more tightly with her hooves, small hoof-fulls of pliant pudge gathering under each of her under-hoofs as she found holds to complete her initial thrust.

With the medial ring finally into the tight filly-snatch, the small remainder of the cooler slid in quickly, and Apogee felt her tongue loll out of her mouth as she fully hilted in Diz's quivering pussy.

It felt like Apogee's entire clitoris, throbbing and twitching, was wrapped in the most amazing, caressing, massaging environment known to ponykind... like the teenage pegasus-filly receiving an oral tongue lashing from multiple cloned Jet Streams at one time: her love-bud engulfed in several of her father's writhing, lapping tongues.

The pegasus-filly was overwhelmed. Losing her grip, she slipped forward, falling over her friend's hips, her chest leaning against her friend's sweater-covered back as she nuzzled into Diz's collar from behind, punch-drunk on the incredible feeling of her best-friend's winking, squeezing, filly-pussy.

Apogee lay there, panting, for a few moments... until she felt Diz begin to shove back against her. At first, it was just a gentle push of her rump against Apogee's hips, a reminder that the mousey filly had agency in this romp too... then it was a set of three small shoves, more urgent... until finally, a more insistent, begging series of never-ending grinds slammed against her.

Finally, Apogee took the hint. "I-I'll start moving, O-OK Diz?" The mousey earth-filly just nodded into the sheets, still not looking up, her embarrassed face buried protectively.

Apogee began to pull-back slightly, Diz's clamping, tight lips gripped the slick silicone shaft hungrily, refusing to allow it to easily withdraw despite the best efforts of the previously applied SlickLube and the copious filly-cum from Diz's pussy's impressive. Apogee tried to ignore the mewling, begging sounds coming from her friend as she pulled out of her friend, the pegasus-filly biting her lip as the silicone medial ring slipped out from Diz's intimate velvet embrace, and then all the way to the end of the flare.

Apogee steeled herself.

Every instinct in her brain and her hips was screaming at her to slam back into her friend, to return the incredible sensations to her clitoris, to pound back into the moist heaven that awaited her. But she resisted... She was a mare after all - not some lust-filled stallion... she could avoid giving into her own wanton desires over the needs of her friend... right?

Slowly, agonizingly, Apogee reversed the direction of her withdrawal, beginning to push back into the filly at a slow enough speed where they could both enjoy each centimeter of tight lips sliding over the shaft... gripping her... milking her...

Damn it all to Tartarus!

She couldn't resist after all, and began to slide with more speed. "B-buck! I-I'm sorry Dizzzz!" Apogee cried as she slid in more quickly, her hips smacking into her friend's flank with a sharp plap as flesh slapped against flesh.

"MMnnf!" Diz moaned into the bed, her back arching slightly as Apogee propped herself up against her. Once again the pegasus-filly had to grip her friend's ass tightly for leverage as she began to slide back and forth with more speed.

Plap. Plap.

"D-dizzzz!" Apogee squeaked, as she felt something building in her own tunnel, a twisting, burning ache growing deep within her. Apogee felt her sex begin winking as well, almost making her lose her breath as her vagina clenched powerfully in time with her thrusts, a frequency higher than she had ever experienced before.

Plap. Plap. Plap. Plap.

"D-diz! Mm! Mm! Mm!"

"HMmnf! Hmnf! Hmnf! Hmnf!"

The humid air of the bedroom began to be filled with the sounds of two panting fillies, their groaning and muffled moans, and the sound of wet flesh on wet flesh.

Apogee's pace increased further her thrusts becoming more urgent and powerful, when something snapped within her. A trigger at the base of her skull released a wash of endorphins which rushed in a cascade of sensation down her back, spilling into her abdomen and her filly-hood, wracking her with an intense orgasm that made her muscles fire in random uncoordinated convulsions, culminating finally in a wet stream of Apogee's filly cum splattering out of her engorged lips, coating her legs and spattering to the floor below. The violence of their pounding union echoed through the room even as Apogee's climax crescendo'd magnificently.

PLAP. Spatter. PLAP. PLAP. Spatter.PLAP. PLAP. Spatter.

"DIZZZZZZZZZzzzzz!!!!!" Apogee groaned out, her muscles losing tone collapsing against her friend's back again, resting her sweaty head against Diz's neck. Behind her closed eyelids, Apogee's eyes were rolling, awash in hormonal overload... but the filly could still hear the sweaty sounds of her friend continuing to buck into her.

Plap. Plap. Plap.

"Mmnf... mmnf... mmnf..."

The frequency of the slapping sounds had slowed: all the effort was now coming from the smaller mare, as she desperately humped back against the tired Apogee, grunting into the bed-sheets, vainly searching for her own sexual release...

Despite her wanton, irrepressible desire to drive herself over the cliff-edge of pleasure. Diz was beside herself with happiness....

Minutes before, when Apogee had first mounted her, Diz had been terrified... worried that something would go horribly wrong, that she would do something horribly wrong. But as things began to heat up... with Apogee actually pounding into her... a serene smile had blossomed across her face, even as it was pressed, grunting into the sheets...

Diz's heart had never felt so filled with compassion, love, and fulfillment. Even her body's convulsing, lustful reactions couldn't hold a candle to the emotional satisfaction she was experiencing... All of her desires to be close with Apogee, to connect with her... they were all being fulfilled by her straining, panting, caring friend... who was working so hard just for her...

The fact that Apogee'd run out of steam right at the end didn't bother her one bit - if anything Diz was even more delighted that she'd helped the pegasus-filly come too.

Apogee hadn't given up just yet, though.

The plucky pegasus-filly was focusing as hard as she could, trying to gather her wits for one last push. The freckled yellow goofball may have been a bit clueless as to the depth of romantic feelings Diz had for her... but Apogee truly loved Diz as her very best-filly-friend... and it was Apogee who had convinced that same shy best-filly-friend to come over tonight for a potential tryst with her father... so Apogee was feeling the pressure, the need to make this a positive experience for the reserved mousey-pone. Maybe her plan to hook Diz and her father up hadn't worked, but she couldn't let night end in total disaster, couldn't let herself fail her friend now, of all times... she might never get another chance to draw her out of her shell!

Apogee knew she had to find the energy somehow to continue pistoning the cool in and out of her best-friend - to help her achieve the relief she needed so badly as well... but as soon as Apogee tried to tense her legs, they rebelled, shaking with weakness - unable to respond to her demands so quickly after her powerful orgasm.

"D-dizzz..." Apogee moaned, rolling her head weakly against the back of her friend's neck. She had to help. Had to do something!

Then she remembered.

Remembered what her father would do for her when he was in this situation...

Using almost the last ounce of her conscious strength, Apogee twisted her muzzle, opening her teeth slightly to take a small bit of her friend's flesh into her mouth, and delivered a pasionnate nip.

Diz exploded.

Apogee felt her friend's filly-hood clenching and convulsing all around her, milking the slick cooler for all it was worth, powerful earth-fill muscles rippling in waves from the shaft's base to the tip of the flare, driving Apogee mad with the transmitted sensations. Hot liquid spilled against Apogee's inner thighs and poured off the edge of her bed as it was flung everywhere about by Diz's obscene, winking clitoris... Clench after clench, wink after wink... but Apogee maintained her nip, as if she were worried releasing it would cause her to slip away from consciousness altogether.

Clench. Clench.

Diz was still milking her... what more could she want!? Such a needy little filly!

Then Apogee realized: the SynthSpunk! The hoof pump!

She reached to her side to where the pump trigger sat, still in its velcroed holster on her hip harness, and mashed her hoof against the rubber bulb with as much force as she could muster, squeezing with all her might...

The burst valve popped open releasing the pressurized cartridge of synthetic semen, spilling the gooey spunk in thick blast after blast, deep into Diz's waiting filly-hood.

The well-rutted earth-filly finally tilted her head up, off of the drool-covered sheets, looking up at the ceiling with her eyes rolling back wildly in her head, before groaning out loudly.

"A-a-apogeeeEEE!.... I l-luh... luhf... luuvvvv..." she trailed off, unable to finish her bold declaration before she collapsed to the bed top.

Apogee, senseless from her exertions and earlier orgasm, heard only a muffled, dull whine in her ears, before collapsing herself, snuggled against her little friend.

Finally, a silence fell over the room. The two fillies had collapsed in a sweaty, panting, heap of soaked filly and drenched school uniforms.

A few minutes passed, the two adorable teenagers snuggling calmly in post-orgasmic bliss, their brains unable to reboot and recover from the incredible cooler session that they had just completed.

This beautiful pastiche couldn't last forever, though.

At some point, Diz managed to roll out from under her friend first. Extracting herself with great difficulty from the dead-weight of her groaning, sleepy friend.

The cooler slid out of her tight lips with an audible Sllkkk followed by a gush of filly-cum mixed with synthetic semen bubbling out of her, dripping sloppily off the edge of the bed and onto the floor as she sat up, rubbing her bleary eyes.

Diz looked with a drunken happiness down at her twitching, passed out friend... This was a nice sight.

Suddenly, from downstairs, Diz heard a door close. Her ears perked up in fright and she received a surge of adrenaline.

"A-apogee!" She blushed, shaking her incoherent friend. "S-someone's here! Y-you gotta get up!" She scrambled to her hooves, grabbing a pillow and quickly trying to mop up the juices the fillies had deposited all over the floor.

She heard a set of keys clatter to a table, and then heard Apogee's father called out. "Apogee? Are you home?"

"It's your dad!" Diz hissed between clenched teeth urgently. "C'mon Apogee! Ya gotta wake up!"

One of Apogee's eyes lazily opened, "Hnngrh? W-wuzzat?"

"Your Dad!" Diz hissed again.

"Oh..." Apogee took a breath, then shouted out loud, to Daisy's horror. "We're in my room, Dad!!!"

Diz slapped her hoof to her forehead, panicking... She quickly worked her hooves over the cooler's harness, tugging urgently at the quick release straps (COOLCO thought of everything) before she was finally able to tear it off the uncooperative and moaning Apogee, who was finally beginning to wake.

Diz's ears tilted toward the closed bedroom door as she heard mumbling and hoof-steps getting louder and louder. She was running out of time!

"...I know that Tuesday's are really special to you because that's the day that we are allowed to bu-" Jet Stream's voice came through the wooden door as he approached his filly's bedroom, his hoof working the handle as Daisy frantically searched left and right for somewhere to hide the sticky, soaked cooler.

Just as he pushed opened the door, Daisy managed to cram the messy assortment of cooler straps, soaking phallus, and pump piping under Apogee's mattress. She whirled about, sitting as primly as she could, smiling nervously and showing her cute braces, as she prayed to Celestia that Jet Stream wouldn't notice the sticky snail trail of SynthSpunk trailing from the splotch-covered bedsheets to under her school-skirt... or the cinnamon-vanilla filly-musk mix that hung in the air like a fog... or Apogee's sex-drunk, drooling face.

...They were boned.

"Buhh... ubble. Bubble bath. We're allowed to bubble bath because there's enough hot water." Jet Stream stammered, obviously not expecting to see Daisy Cutter as he nervously adjusted his tie.

"Hi Dad!" Apogee squeaked from her prone position on the bed her wits not quite fully recovered.

"H-hi Mr. Stream!" Daisy peeped from the other side of the bed as well, her face still partially flushed. "I hope you don't mind that Apogee invited me over for dinner."

Author's Note

If you liked the story, please consider hitting the thumbs up rating button, it means a lot!

Ok... so now that the shameless plug is done, on to the a/n...

Hey everyone!

Please forgive me for doing another fic before the next chapter of Any Landing...... but this one was really special to me to be able to get out to you.

I have a wonderful editor xRei who has been helping me since It's Not Rocket Science and he offered to draw a picture for the Apojet verse. I immediately accepted, honored that I would get fan-artwork, especially from someone who has been so co-operative in helping get the fics out!

I was blown away by what I got.

Not only did he pick Daisy Cutter, doing the first artwork of the bookish best friend of Apogee, but he did an insane job. Seriously... check that picture out you won't regret it!

Also, I want to throw out shout-outs to Shinodage, BigMac115, Iwatchitfortheplot, Drawing-Assassin, DarkMars, Thunder-Bolt, P-Berry and the rest of the Space Ponyos crew!

You guys have made internet chat fun again, and expanding the canon of Shinodage's amazing artwork is such a blast!

I'm on Christmas vacation for the next few weeks, so my writing speed should go up!

The next chapter of Any Landing is already almost done, so get ready for the one-two punch!

Thanks all, and stay spacey!

As always, please comment and provide feedback, it's why I write!

BTW if you're interested in hanging out and chatting about SpacePonyo's shoot me a PM!

I'd also like to add a little disclaimer here because of some drama in the last fic to make my opinions crystal clear:
-Fantasy is fantasy. Keep it that way.
-Incest in the real world is horribly destructive.
-Foalcon is fantasy - the reality is a horrible crime.
-Keep your fantasies and stories away from minors: be responsible with your history, links and computer accesses... kids should be kids - keep them away from this!
...
-If you respect the above rules, as Princess Celestia said: "there is no wrong way to fantasize"... well, pretty much anyway.
Also for all purposes 16 solar years on Equis (pony-age) is equivalent to 18 years on Earth