Equestria MILFs 3 — Weekend at Fluttershy's

Rainbow Dash pushed down the kickstand on her Deus Grievous Angel and killed the motorcycle’s engine. She’d lost the paparazzi before she crossed the state line — difficult, but fun, and now she had privacy for a visit to Fluttershy’s place. Flutters was clearly home — the lights were on, cars were in the driveway, and two dogs were charging across the lawn, barking at her. Two? Fluttershy hadn’t mentioned getting another dog. Also one's purple? Do dogs come in purple? Oh wait.

“Hey, Rainbow,” said Spike, pushing his head up under her hand.

“Spike! What are you doing here?” she said, scratching Spike and Dietrich under their jaws.

“It’s kind of a long story. I didn’t know you were coming! You picked a good time for it. We’re having a break for dinner right now,” said Spike, wagging his tail furiously.

“A break from what, exactly?” said Rainbow.

“You’ll see!” said Spike. He ran back towards the house, Dietrich trailing after him. Rainbow shrugged and followed them across the yard.

Inside, Mac, Flutters, and alien princess Twi were hanging around in the kitchen drinking and eating pizza. Fluttershy was wearing a long T-shirt that her insane rack pulled up high enough that Rainbow could see the pink fluff between her legs. Mac was dressed in boxers. Twilight was naked and sporting a huge, limp cock.

“That new, Twi?” said Rainbow, bracing herself for the incoming Fluttershy tackle-hug.

“New spell,” said Twilight. “Do you like it?”

Rainbow Dash was too busy kissing Fluttershy to answer. She heard Spike whimper with discontent. She didn’t care — Fluttershy’s big thick mom ass was naked under that sultrily short nightshirt, and she was busy squeezing it so hard you could see her fingerprints in it. But apparently, Fluttershy cared.

“I’m sorry, Spike. I didn’t mean to make you jealous. I told you about Rainbow Dash and me, right?”

“Yes,” grumbled Spike. “You know for a shy girl I still have to share you with a lot of people.”

Rainbow took half a step back from Fluttershy. “What? Share? Fluttershy, are you fucking Spike?”

“You’re surprised Fluttershy wants to fuck a dog?” said Mac. He reached into the fridge and pulled out a brightly colored aluminum can. “Here, try this.”

“I guess I’m not. But why didn’t you tell me, Flutters?” Rainbow Dash caught the tossed beer can in midair, opened it and took a sip. “Whoa.”

“Like it?” rumbled Mac.

“It’s like being hit in the face with a dirty sweat sock full of hops,” said Rainbow, taking another big swig. “I like it. Seriously, though, why didn’t you tell me, Flutters? I know I don’t see you much, what with you wanting to stay out of the spotlight, but…”

Fluttershy hunched and blushed. “I was afraid you’d judge.”

Rainbow sighed. “I’d never judge your, Flutters. But you know the rules. Share and share alike.”

Fluttershy gasped. “You want to… with Spike?”

Spike’s tail began to wag cautiously.

Rainbow shrugged. “Sure. Why not? I’ve tried almost everything else. Anyway, a couple more cans of this and I’ll definitely be drunk enough to fuck a dog.”

Mac grinned, walked over to Twilight, picked up her limp cock and gave it a tug.

“You kids have fun,” said Twilight. “Mac and I will be in the guest bedroom if you need us.”

✭☆✭☆✭☆✭

“Okay, so I’m going to show you how he works,” said Fluttershy.

Spike lay in the bed small spoon to Fluttershy, with Rainbow Dash facing them. Spike thought Rainbow looked nervous even though she’d had four cans of Mac’s beer-sludge IPA. Enthusiastic, but nervous. She had an interesting body — she was short and thin, and her long wiry limbs, almost total lack of breasts and the prominence of her ribs and hip-bones made her look a bit like a dog herself. Not that she was emaciated, just tightly muscled and lacking in any excess flesh.

Fluttershy’s right hand fluttered down Spike’s chest and over his belly. He drew his breath as she danced she fingertips over his sheath. “Now, dog penises are a little different from human penises,” she said. She pushed her right hand under his body to cup his balls. Spike’s body tensed, and he felt himself begin to stir in his sheath. Fluttershy’s lips danced along the back of his neck. He was fully erect in seconds.

“A little bit different?” said Rainbow Dash, looking in fascination at his pulsing pink peg.

Fluttershy shrugged and leaned up so she could see over Spike’s side. “You don’t have to play if you don’t want to. Or you can just watch.” She slid her palm up over Spike’s shaft, teasing it with feathery caresses. Her other hand slid up under him to rest on his chest. “Now, in a moment… yes. There we go.”

“It’s swelling up!” gasped Rainbow. “Is it supposed to do that?”

Fluttershy cupped Spike’s knot, stroking it tenderly. “The knot feels really good inside you. Rubs right up against your clit. Hurts a little, but you can handle that, right?”

Rainbow gulped. “Sure! Sure I can! I’ll just… um… watch you for now if that’s okay?”

Fluttershy giggled. She rolled Spike onto his back, and pushed her gigantic tits up to drape on either side of his rib cage, and leaned over Spike’s face and wrapped her lips around his massive tongue. He squeezed her colossal jugs with his forelegs. Fluttershy grabbed him by his floppy ears and pulled his face against hers. Human and dog drool rolled down Spike’s muzzle and onto the bed.

“You two really love each other,” said Rainbow, running a hand over one of Fluttershy’s tits. Fluttershy responded by rising up to her knees and kissing Rainbow. The two women opened their mouths, tongues running each other’s lips.

“You taste like dog,” said Rainbow.

“My favorite taste,” purred Fluttershy. “I love how deep in my mouth his tongue can go. He can lick the top of my throat.”

“Gross. Awesome, but gross. Kiss me more.”

Spike looked up, worshipful, watching the two women kiss. “Wow,” he said. “I really don’t deserve this.”

“You really do,” said Fluttershy. “You’re a good boy.”

“How about I suck on your tits?” moaned Rainbow, lifting one pendulous boob up almost level with Fluttershy’s shoulder.

“Please,” moaned Fluttershy.

She leaned down and took Fluttershy’s nipple between her teeth. Spike whimpered with lust and scooped the other one up between his forelegs. He lapped at it frantically, long thick tongue making slapping noises against her skin.

“Oh. Fuck. Yes. Play with my tits. I love it so much,” groaned Fluttershy.

“They’re great, aren’t they, doggo?” said Rainbow, thumping Spike’s shoulder.

“She’s great!” said Spike, tail wagging against the bed.

“She ever let you fuck ’em?”

“Yeah! It’s amazing! I mean, not as great as being inside of her, but it’s really fun!”

Fluttershy raised her hand. “Um… I’m right here. You’re kind of… you know… objectifying me right now.”

“You know you love it,” said Rainbow, smacking her tit and making it wobble like a gelatin dessert.

Fluttershy bit her lower lip and nodded. “I really do. Spike, you can fuck my tits right now if you want.”

Spike nosed Fluttershy on the shoulder and guided her onto her back. He straddled her chest, pressing his cock into her cleavage. His dick was long enough to poke out between her tits and rest on the bottom of her neck. Fluttershy tilted her head down to take the end of it between her lips.

“Oh. Oh wow,” said Spike, rearing back his head and thrusting his hips.

“Good boy. Good boy. Fuck those tits,” said Rainbow, running her hands up and down his back.

“Dig in your nails,” said Spike.

“Like this?” she said, nails leaving furrows in his fur.

“Yeah,” said Spike. “Oh yeah!” He humped faster, making Fluttershy’s tits bounce and jiggle. She groaned around his cock. His tongue lolled out, and drops of dog drool spattered Fluttershy’s face.

“How about this,” said Rainbow, scratching him with both hands above the base of his tail.

“Oh fuck yeah!” said Spike.

Rainbow leaned over and kissed him lightly on the ear. Spike bent his head back and licked her cheeks sloppily. Rainbow laughed and pushed his face away. She slid her hand hesitantly down the back of Spike’s thigh.

“What… what are you doing?” he groaned.

“Something crazy,” she said, cupping his balls in her hand. “You gonna give Flutterslut a nice pearl necklace?”

“I want to,” moaned Spike.

“Don’t hold back,” said Rainbow, cupping his balls in her hand and licking the edge of his ear.

Spike yowled as electric crackles of pleasure shot through his body. He felt his balls tighten, felt himself spurting in Fluttershy’s mouth. He jerked back, spraying her face and her neck. She closed her eyes and squeaked as cum soaked her yellow skin.

“Okay. That was pretty hot,” said Rainbow, her breathless tone belying her casual words. She moved her hand away from Spike’s balls as if trying to pretend she’d never touched them.

“Mgnh,” said Fluttershy, looking up at Rainbow pleadingly, her open mouth full of cum.

Rainbow’s cyan cheeks paled. “Oh, Flutterslut, you’re not asking me to do that.”

Fluttershy nodded, eyes serious.

“I don’t know, this is kind of…”

Fluttershy whimpered.

“Okay, fine, fine. I can’t say no to you.” Rainbow pushed her spiky hair out of her eyes and leaned down. Spike watched in amazement as she hesitantly trailed her tongue through his cum, then locked her lips over Fluttershy’s. She held Fluttershy’s cummy cheeks in her thin blue hands and kissed and kissed her, playing with his cum until it was all gone.

“It's spicy,” said Rainbow. Fluttershy giggled.

“Rainbow’s been a brave girl. We should reward her,” said Fluttershy, smiling at Spike dreamily, her face still caked with cum.

“Reward me how, exactly?” said Rainbow, reaching for the can of beer on the bedside table. She took a drink and swished it in her mouth before she swallowed.

Fluttershy ran her hand down Rainbow’s cheek. “Taking the knot is a remarkable experience.”

Rainbow cringed. “That’s what I was afraid you were going to say.”

“You don’t have to if you don’t want to,” said Fluttershy. “I could just kiss you down there. I know you’d like that.”

Rainbow took a deep breath. “No. I want to try it. I mean, it’s awesome, right?”

Spike’s tail started thumping on the bed. “I’m ready to go again, any time. Don’t worry about me.”

Fluttershy giggled. “Are you sure, Spike? Rainbow could start you off with a blowjob.”

“How about nope.” Rainbow slid over on top of Fluttershy and started kissing down her body. “There are other things I’d rather do with my mouth anyway.” She flicked her tongue against Fluttershy’s little fluff of pink pubes. Fluttershy spread her long plump legs and tangled her fingers in Rainbow’s hair.

Spike sniffed at Rainbow’s pussy. Mmmmm. Citrus flavored. He nuzzled against her opening and started licking. His long tongue ran over Rainbow’s clit and lips, then flicked up inside of her. She groaned into Fluttershy’s pussy, her husky moan mixing with Fluttershy’s sweet, soft whimpering. He licked and licked — the soft texture and pungent, fruity flavor of Rainbow’s pussy were amazing. He wanted to just keep going and see how many licks it took to get to the center. But Rainbow reached back and pushed his head away.

“The oral is great, and all, but I need something inside of me if I’m gonna cum,” said Rainbow, looking back at him.

“Rainbow!” hissed Fluttershy. “Why did you stop licking?”

“Geeze! Sorry!” said Rainbow, and pushed her face back in between Fluttershy’s thighs.

Spike stood up. Rainbow was wet enough, he was hard. It was time for nature to take its course. He wrapped his forelegs around Rainbow’s middle and thrust his hips forward. The tip of his cock bounced off Rainbow’s round ass cheeks several times.

“Use… use your hand to guide him in,” said Fluttershy.

”Got it,” said Rainbow, reaching back and wrapping her fingers around Spike’s cock. He groaned and thrust it against her palm. She pointed him at the opening and he did the rest, driving his nine-inch shaft into silky wonderfulness. Her flesh flexed around him, unbelievably tight. She had the muscle tone of a hydraulic press down there; it hurt when she squeezed him, but that was all right, he liked that. His hips churned, balls slapping her as he tried to push the knot inside.

Rainbow Dash screamed into Fluttershy’s pussy and reached back with both hands, pulling herself open for his knot. With a few hard thrusts, it popped inside, locking him tight into Rainbow’s trim blue ass. Fluttershy smiled at him, stroking Rainbow’s hair as she licked. “How… how does she feel?” she gasped.

“It’s so tight!” moaned Spike. ”It's so tight it hurts!”

“Mmmm. I bet it’ll be even tighter when she cums,” purred Fluttershy.

Spike leaned down to lick at Rainbow’s ears and the back of her neck, soaking her with drool until her skin glittered in the dim light. Fluttershy’s gasps were getting faster as Rainbow’s licking began to have its effect. Fluttershy lifted her long legs up and wrapped her jiggly thighs around Rainbow’s head.

“Oh! I’m going to cum!” shouted Fluttershy. “Oh mother of god I’m going to cum. Bite it! Bite my clit!”

“Are you sure?” asked Rainbow, glancing up.

“Rainbow Danger Dash!” hissed Fluttershy, “Did I ask you to discuss biting my clit? Or did I ask you to fucking bite it as hard as you can?”

“Sorry, sorry,” mumbled Rainbow, tucking her face back down into Fluttershy’s crotch.

“Yes. YES!” wailed Fluttershy. ”Harder! Harder! Oh!” She arched her back, pendulous tits quivering.

Spike growled and humped Rainbow’s pussy faster. Seeing Fluttershy so excited was driving him wild with lust. His balls were feeling empty, but having his cock so deep in Rainbow’s sopping cunt was filling them back up pretty quickly. Her pussy-flesh was wrapped around every detail of his cock, hugging it, squeezing it, milking it. He held Rainbow’s jutting hip bones tight with his forelegs, slamming her lean little ass without pity or remorse.

“Harder!” growled Rainbow.

“Who told you you were done licking?” Fluttershy grabbed the hair on top of Rainbow's head and held her down, forcing her to keep licking. Fluttershy’s moaning rose again, louder and louder, cresting into peaks of pure delight, then dropping into softer interludes that quickly started building towards another peak. After the ninth or tenth round of this, Fluttershy pushed Rainbow away.

“Stop now! Stop! Too sensitive!” she said, practically squirming up the headboard.

“Ummmm,” groaned Rainbow Dash, looking up at her cross-eyed. She was drooling. Or maybe it was just Fluttershy’s girl goo dripping off her chin.

“Oh, Spike,” said Fluttershy. “Look what we’ve done to her.” She took Rainbow’s head and turned it toward the side so that Spike could see her glazed expression and goofy grin. “She’s drooling.”

Spike panted happily, tail wagging. “So you like the knot?” asked Spike.

“Nnnngh,” said Rainbow.

Fluttershy slid a hand under her friend’s belly and pushed her fingertips against the apex of her pussy. She slid her other hand over Rainbow’s ass, stroking the smooth skin, then sinking her middle finger into her asshole. Spike licked Fluttershy’s face, licking his own dried cum off her cheeks, and she opened her mouth to kiss him. She sucked the scoop of rehydrated dog jizz right up, then sucked on his tongue. He licked as deep as he could, all the way into her throat.

Rainbow bucked under Spike. Fluttershy’s fingers were mashing her clit up against his knot. He felt Rainbow shaking, legs trembling beyond control. She grabbed a pillow and shoved it into her face to muffle a passionate scream. Her pussy clamped down on his cock. Spike yelped into Fluttershy’s mouth as powerful child-bearing muscles squeezed him so hard he was afraid his dick might pop. Fluttershy held down Rainbow’s clit, drawing out her orgasm until she batted Fluttershy’s hand away.

“She’s ready,” said Fluttershy, breaking her kiss with Spike to lick at her fingers, dripping with Rainbow’s citrusy girl goo. “Cum in her now, baby. Give Rainbow her first load of dog cum.”

Spike groaned. He closed his eyes and drove his aching dick deep into Rainbow, slamming into her back wall. Fluttershy’s hand floated over his ass, stroking his asshole and then sliding down to cup his balls. A few more delicious thrusts and it was time. A roiling surge of pleasure shot through his body, and his balls started to pump. The cum sprayed into Rainbow’s pussy, but there wasn’t a ton of room in there. Rainbow gasped as his load started to stretch her insides — locked in by his massive knot, there was nothing to do but blow up her womb like a balloon.

“Gah! So full!” gasped Rainbow, grabbing her belly.

“Oh wow,” moaned Spike, tongue lolling out, drooling onto Rainbow’s back.

“Look, you have a cum baby!” said Fluttershy, stroking the distinct bulge in Rainbow’s hard abs. “Oh my gosh, it's so cute!”

“No, no!” said Rainbow, rolling over onto her side. Spike, still knotted in her, yelped as the motion flipped him over. “Maybe it’ll come out when he comes out!”

“I hope not,” purred Fluttershy, caressing her friend’s lower abdomen. “It’s beautiful. Rainbow, we should make you fat.”

“Yeah no,” she said, rubbing her belly with both hands. “He can’t get me pregnant, right?

“Oh he totally can,” said Fluttershy, eyes gleaming with fake seriousness. “He’s very fertile. I’m sorry, Rainbow, but you’re probably going to have puppies.”

“Don’t say that!” said Rainbow, slapping Fluttershy on the tit.