School of Anthros

"God damn it Dashie" Applejack yelled out at what she saw as she opened the door, while Emberwing's jaw dropped she pulled him inside and quickly closed the door.

The blue pegasus with the rainbow hair was bent over her bed with her back to the door, she had her headphones on which was playing loud music that was fairly audible. The bit that made Emberwing's jaw drop was the fact she was bottomless, a pink vibrating bullet could be seen in her palm pressing it to her clitoris as her fingers were deep inside her pussy. Her eyes were closed as she was enjoying herself unaware of the company she was in, she didn't even hear Applejack yell out due to the loud music in her headphones.

Applejack walked over to her and gave her a hard slap on her ass leaving a red handprint.

"Yowie! AJ what's that for?" she said removing her headphones as she stood up.

Applejack pointed to Emberwing which caused her to quickly grab her shorts and run to the bathroom.

A flash of rainbow suddenly came from the bathroom and went out of the window heading upwards to the clouds.

Applejack turned to Emberwing "could you follow her and speak to her for me?" she asked.

"I'll go to Fluttershy's room while you do that" she continued taking his bag and putting it to one side, she then left the room and headed up a flight of stairs to Fluttershy's room.

Emberwing jumped out of the window and flew upwards until he reached the clouds, as he landed on the clouds a blue hand grabbed him and threw him into a cloudy building.

"So you've come to peek on me some more?" she said walking up to Emberwing.

He looked up and saw Rainbow Dash "no Applejack asked me to come," he said as her hoof pinned his chest to the wall, "we were heading to find you to ask you if you could help another pony" he continued as her hoof ground into his chest.

"Are ya certain you didn't want to see more of this?" she asked pulling the leg hole of her shorts to one side showing off her pussy, she looked down and saw his bulge "pervert" she said getting turned on by the control she had as her hoof moved to his groin. She rubbed her foot over his bulge as she placed a bit of weight to it, "get it out" she commanded as he undid his zipper and pulled his cock out. She stepped on it again feeling the heat of it pressing against her hoof, she licked her lips as she rubbed his cock with her hoof "you like that pervert?" she said.

As much as he didn't want to admit it her hoof did feel good against his cock, her hoof ran up the entire length of his cock before removing it.

"Since you saw me strumming one out, I want to watch you as you beat your meat," she said taking her shorts off revealing her shaved pussy, "here I'll make it easy for you," she said opening her legs to give him a better view.

Emberwing grabbed his cock and started to stroke it up and down as she watched.

"Go on pound that meat for me," she said pulling her top up revealing her 30B breasts. She dropped to her knees in front of him watching his hands run up and down his shaft, a bit of pre-cum started to leak from his cock "feeling good there?" she said as she stuck out her tongue. She licked the tip of his cock tasting his pre-cum "mm not bad" she said opening her mouth, she took the head of his cock into her mouth as his hand was still stroking his shaft. Her tongue licked around the head as he carried on wanking into her mouth, she then grabbed his hand to stop him as her tongue went to the bottom of his shaft as she slowly took it all into her mouth. She pushed some of her rainbow hair behind her ear as she slowly moved her head up and down, a little bit more pre-cum trickled into her mouth as she swallowed it greedily. Feeling the heat in her pussy getting unbearable she removed his cock from her mouth and climbed on top of him, she then grabbed his cock and slipped it into her pussy "You interrupted my orgasm last time so you're gonna make it up to me" she said.

Grabbing her hips he slammed into her until he was balls deep making her head fly back as she came, she went limp in his arms for a few seconds "damn I was close earlier but I didn't think I was that close" she said pulling herself back up.

She started to bounce up and down feeling his cock rub against her pussy walls, Emberwing stuck his tongue out to lick her nipples as they came close to his face.

Not used to having attention to her breasts she flinched a bit "don't my small breasts put you off?" she asked.

Answering with his actions he moved one hand to her back and pushed her closer so she could pull her breasts away from his mouth. Taking one nipple into his mouth he started sucking on it as he used his other hand to squeeze her ass, her eyes started to roll up in her eyes as her tongue started hanging out of her mouth.

The combination of having her sensitive breasts being sucked on and his cock pumping into her pussy caused her to cum for the second time, Emberwing getting close himself place his second hand back on her hips and pulled her up so his cock came out and slipped between her arse cheeks.

He pumped a few more times until he finally came shooting his cum over her bum and onto the small of her back.

Rainbow came back to her senses a short while later as she placed her hand on her bottom to wipe up some of his cum, she licked his cum off her hands before scooping up some more to lick.

Later on, after she grabbed her shorts they flew back to her room where she pulled him into the bathroom, she removed her top as he undressed and they stepped into the shower so Rainbow can clean the rest of his cum off. "Now that's off my chest, sorry for what I've said I was just so pent up and of course AJ kinda blocked me," she said as she grabbed his cock "so what help did you need?" she asked as she knelt down taking his cock into her mouth.

Emberwing explained what had happened in the forest "Earlier I was asking her if she knew anypony who'd give Sunset a chance to be friends with her".

Swallowing a load of cum he had shot during the explanation she pulled his cock out "Sunset good? heh, I never knew she had it in her".

They stepped out of the shower and dried themselves as Emberwind gave her other arse cheek a slap "now they match" he said, Rainbow looked at him and then they burst out laughing as they redressed.

"I wonder what the new Sunset is like?" she said as they headed for the door.

They chatted a bit as they made their way up the stairs to the next floor until they reached Fluttershy's room, Rainbow knocked "yo Flutters, AJ anypony in there?" she asked until the door opened.

"Oh Rainbow and I'm guessing you must be Emberwing," a white Unicorn with purple hair said.