Author's Note

Kinks:: #Futa #Threesome #Testical Play #Foot Worship #Cunnilingus #Sixty-Nine #Creampie #Cuddles

Coming Together

-

Twilight brought Rainbow home to Rarity’s, both very eager to begin. They paused just outside of the door to Rarity’s bedroom and looked at one another.

“Are you ready?”

Twilight placed a hand around Rainbow’s hip, giving her an expectant grin and Rainbow swallowed a lump in her throat.

“Uh-huh.”

“We’re home…” Twilight sang softly as she pushed the door open, holding Rainbow close as she peeked in to see Rarity. She huffed upon seeing Rarity just sitting at her desk and sketching. “Rarity, you working…”

“Observant as always, darling.”

“You just seemed so eager earlier.”

“Please, Twilight. Just because I’m eager doesn’t mean I can’t use my time wisely.” Rarity said coolly, stretching her arms over her head as she turned to look at the pair.

“Well, I don’t know. I thought we’d walk in and you’d be lying in bed, like in a sexy pose or something.”

“Lucky for you, sexy poses are my default. Did you get my coffee?”

“Yes. They’re in the kitchen.”

Rarity grinned and her eyes snapped onto Rainbow who became frozen. Twilight saw the look in Rarity’s eyes and moved away as her lover stood up and approached Rainbow predatorily.

“Dashie, I’m so glad you could join us. I hope you’re ready.”

“I uh…” Rainbow felt a shiver roll up her spine as Rarity reached out and held her waist, her skin tingling where she touched her. “I-I don’t feel ready.”

“Shame,” Rarity yanked her friend against her. “Because we’re not slowing down.”

Rarity leaned in and pressed her lips against Rainbow’s, tickled by how tense her friend became in her hands.

There was one thing in particular that truly excited Rarity about Rainbow, that being that she was the only girl she’d ever met even shorter than she was. During their simple tongue-filled kiss Rainbow didn’t have to lean down for her and Rarity didn’t need her tiptoes: for once she felt tall. The difference was only by an inch but it might as well have been ten inches in Rarity’s mind as she pressed downward on Rainbow, making her bend slightly under her kiss.

This was an unfortunate position for Rainbow as for the first time ever she felt Rarity’s tongue, which she’d long dreamed of. It made her weak in the knees and as Rarity pushed on her she was forced to grab onto her friend’s shoulders for support. The gesture delighted Rarity and she parted from the kiss, watching Rainbow dazedly lick her lips while she clung to her.

“Mn, Twilight I already like her…” Rarity giggled to herself, wrapping her hands around Rainbow’s back and fingering the bumps of her spine. “Why have I never seen this side of you Dashie?”

“Because you’ve never kissed her.” Twilight cut in.

“Hm, noted.” Rarity teased Rainbow’s lips, pulling away each time she tried to kiss back. “If you’re this cute while kissing, I can’t wait to do more with you.”

Twilight came back over to join the two, grabbing onto Rarity’s hips to look over her shoulder at Rainbow.

“Ooh, you’re in for it now Rainbow. You shouldn’t have looked so cute in front of Rarity.”

“Is uh…” Rainbow looked expectantly between her two friends’ faces. “Is that a bad thing?”

“Last time I looked that cute in front of Rarity, I lost my virginity.”

“Oh…” Rainbow blushed, her voice cracking as Rarity leaned in to kiss her neck. “Well uh, I don’t have one of those, so-”

“I’ll get creative,” Rarity said into her ear, feeling Rainbow’s spine shiver under her fingertips. She laced her fingers into her rainbow hair, pushing it up out of her way as she nipped Rainbow’s neck just below her hairline. She purred as she felt Twilight’s excitement poke her from behind and she wiggled her rear, parting from Rainbow to lean back against her lover. “Mm, I can't wait to see the faces she makes with a cock inside of her.”

“Uh, wait.” Rainbow suddenly perked up at Rarity’s comment, blinking out of her daze to look somewhat confusedly at her friend. “You girls aren’t gonna bring a guy in on this, are you?”

“Of course not, dear. I’m talking about Twiligh-”

“Uh, Rarity.” Twilight interrupted her, tightening her grip on her hips. “I haven’t actually um- told Rainbow yet. About that.”

Rarity’s seductiveness subsided and she let go of Rainbow, placing a hand on her forehead.

“Darling…” Rarity sighed. “That’s kind of an important detail here.”

“Well, I mean, I was going to once we got home… but then you just kind of took over and uh… I don’t know. It slipped my mind.”

Rainbow had really gotten caught up in Rarity’s attention but now it was gone and she felt a little out of the loop of what was going on.

“Um, girls? Is there something I should know?”

“Twilight has a penis.” Rarity said flatly, causing Rainbow to just stop and blink for a moment.

“Um… no, she doesn’t?”

“It’s poking me in the butt as we speak.”

Rainbow glanced at Twilight who suddenly blushed but nodded as she clung to Rarity’s back. Rainbow knit her brow, a little confused by her friends’ weird joke and she started thinking of all of the times she’d seen her friends changing. She’d seen both Pinkie’s and Fluttershy’s cooch before, and Sunset’s of course. She’d seen Rarity and Applejack each in their panties and….

“Uh… shit.” Rainbow suddenly realised that Twilight did always change separately from the group, even at sleepovers: she’d always assumed it was due to shyness. Rainbow laughed at herself and shook her head. “Jeez, listen to you girls. I really thought about it for a second there.”

Twilight smirked but Rarity just pushed her hands away, turning to look her lover down.

“Well then, show her.”

“I don’t want to just-”

“Go on, dear.” Rarity placed her hands on Twilight’s chest, biting her lip as she walked her backward toward the bed. “We can’t keep Dashie in the dark, now can we?”

Twilight stumbled as she bumped into the bed and Rarity climbed onto the bed to sit behind her. Rainbow curiously glanced at Twilight’s lap but it was obscured by her skirt.

“Is this like a weird roleplay or something? Twi, is this what I’m supposed to keep secret for you?”

“We told you, dear. It’s that she has a penis.” Rarity slipped her hands below Twilight’s blouse and unfastened her skirt, shimmying it off of her waist. “Come and see for yourself.”

“Girls, I get that you’re just having fun with me but this is get- getting… um-” Rainbow stopped talking as Twilight’s skirt fell and she could clearly see a bulge in her boyshorts: a very cock shaped bulge. “You girls have some weird toys…”

Before Rainbow had even finished saying that she saw it twitch and the reality of the situation sank in, though surprisingly she felt less confused. Why Twilight had acted so secretive about something despite the fact they were going to have sex, why she was so shy about changing even among friends: this cleared it all up. That, however, didn’t make it any less strange and Rainbow felt like a deer in headlights as Twilight lost her panties, watching as her erection sprang free.

If the day’s events hadn’t been dizzying enough for Rainbow, her mind swam at this display. She had never even seen a guy’s dick in person but suddenly she found herself staring down Twilight’s dick having only just discovered she even had one. Rainbow walked cautiously up to the bed staring pretty openly at Twilight’s cock, her eyes flitting between it and Rarity.

“What do you think?” Rarity asked to break the silence.

“...Does it, like, work and everything?”

“Trust me, dear. It works very well.”

“Oh…”

Rainbow blushed at Rarity’s words and became curious, reaching forward to touch it, hesitating for a moment before running her fingers lightly down its shaft. She grabbed Twilight’s balls with a slight smirk having never felt balls before and gave them a squeeze.

“Ow! Rainbow, don’t squeeze them so hard.” Twilight swatted her hand away. “They’re really sensitive.”

“Oh, sorry.”

Rainbow jerked her hand back but Rarity gave her a knowing smile and snaked her arms around Twilight’s waist.

“No, dear. You just have to know how to squeeze them hard.”

Rarity’s hands caressed Twilight’s lower body, one of them going straight between her legs. She ran her fingers gently over her balls before taking them in her grip, squeezing them in her palm the way she’d done for Twilight many times.

Rainbow just watched as Rarity fondled the girl’s balls and listened to Twilight’s voice slip out, flinching as a spurt of precum shot toward her.

“Whoa…”

“You want to give it another try, dear?”

“Uh, sure.”

Dash reached forward again, placing a hand under Twilight’s balls with Rarity’s hand on top of hers. Rarity carefully wrapped the girl’s fingers around her lover’s balls and goaded her to squeeze them gently.

“That’s perfect, dear. Isn’t that right, Twilight?”

“Mm, yeah. You can go a little harder than that.”

Rainbow did so and squeezed them just a little harder, Rarity placing a hand on her cock and beginning to lightly stroke it.

“I know it was a bit of a surprise for you, Dashie. But I do hope you’re excited to play with this more tonight. My Twilight here knows just how to hit the right spots.”

Rainbow flinched at Rarity’s words and released her grip on Twilight’s balls, backing away from her.

“Um, no offense Twi, but… I don’t want to be fucked by that.”

Twilight looked at Rainbow not seeming terribly surprised but Rarity was quicker to reply.

“Why ever not, dear?”

“It’s just… I’m not really that into dick. I wasn’t exactly expecting this, you know?”

Twilight gave Rainbow an understanding nod and turned to Rarity, placing a hand on her cheek.

“It’s okay, Rarity. We both know what she really came here for.”

“Nothing against you, Twi. We can still mess around, tonight.”

“Don’t worry, Rainbow. We’re not going to do anything you’re not comfortable with. Now, how about we get things really started?”

Twilight climbed down from the bed and tossed her panties aside, quick to get rid of her top as well while Rarity was losing the last of her underwear. Rainbow stripped off her blouse but just as she grabbed the waist of her tights Rarity was slipping out of her panties and caught her attention.

Rainbow’s eyes were immediately glued and her hands stopped where they were as Rarity curled her legs up on the bed to shimmy out of that slight piece of cloth that had been protecting her pussy from Rainbow’s watchful gaze. She had seen all of her friends in various states of undress before but she had long dreamed of that last hidden part of Rarity’s body.

The way Rarity was positioned on the bed only made it worse and Rainbow developed an intense blush. Her eyes followed Rarity’s supple legs down to her pert yet plush ass and her breath shuddered as she focused in between them. Rarity’s inner labia spilled out between her thighs like a flower and the blushing pink of her slit practically glowed within the valley of her milk-white thighs.

Twilight noticed the time-stopped look in Rainbow’s eyes and smiled, internally giggling to know that she wasn’t the only one who got so blown away by Rarity’s body. Twilight stood behind Rainbow, winking at Rarity who had noticed as well and continued to pose sensually for her brand new audience.

“You look like you could use some help.” Twilight teased, slipping her fingers into the girl’s waistband.

She pulled Rainbow's athletic tights down her legs, having to manually lift each of her feet to free them. She glanced up at Rainbow’s ass, immediately realising that she hadn’t worn any panties here and more slowly realising how wet she had already gotten. She grinned at the light strings of arousal that stretched between the gap in her upper thighs and the obvious aroma that accompanied it.

Twilight stood up and let her fingers trail ticklishly up the girl’s hips and stomach and grabbed the girl’s sports bra. This woke Rainbow suddenly from her daze as she felt Twilight’s cock poke her in the back and placed her hands over Twilight’s.

“Uh, I can get that.”

“Are you sure? You seem a little distracted.”

“Heh, yeah.”

Rainbow quickly pulled off her bra, barely tossing it away before Twilight gave her a firm shove forward. She Stumbled against the edge of the bed, her mouth hanging open as she gawked down between Rarity’s open legs. She was struggling just to stay caught up with everything happening and her mind felt foggy as she pored between Rarity's legs, not only within reach but inviting her in. This felt like a dream and she was almost afraid to touch anything for fear that she’d wake up.

“Whoa…”

“Amazing isn’t it?” Twilight said softly, standing behind Rainbow.

“You uh… you have beautiful thighs.”

In her staring, Rainbow didn’t notice Rarity reach a foot up to her face, perking up as she was suddenly poked by Rarity’s socked toes. Rainbow’s eyes followed her leg up to the little blue ankle sock, suspiciously similar in colour to her own skin, as it traced her jaw.

“Dear, I hope you don’t think we plan to take things slow.” Rarity punctuated her sentence by tapping a toe against Rainbow’s lips before drawing her leg back.

Rainbow swallowed a lump in her throat, Rarity having broken her from her daze and she shook her head. She didn’t hesitate another moment, she placed her knees up on the bed to position herself between Rarity’s thighs and dove right in.

Rainbow’s tongue landed on the girl’s outer labia and she immediately started to explore Rarity’s newly discovered sex. She was filled with the soft flavour of her lower lips and the musky scent that met her nose, telling her what laid deeper. She sucked one of Rarity’s inner lips into her mouth, tonguing the delicate folds as though they were candy.

Rainbow felt Rarity’s hand in her hair and she parted just enough to breathe, deeply inhaling the girl’s arousal. She stuck her tongue into Rarity’s entrance for a deeper flavour of the girl’s sex, flicking her tongue up a few times before scooching toward Rarity’s clit, tasting everything on her way. She tried to use her experience with Sunset to make sure Rarity enjoyed it but she could barely keep from just blindly exploring every little crease.

Rarity stroked Rainbow’s hair as she felt herself become sensitive, taking note of just how different this felt from Twilight’s tongue-work. She couldn’t help but smile at just how eagerly Rainbow was getting lost in between her legs as though she'd forgotten the room around her and Rarity looked up at Twilight.

“Doesn’t this remind you of your first time eating me out?”

“Ooh, does that mean you’re gonna give her some lessons?”

“Heavens no, dear. I just meant her vigor. She’s leagues better at this than you were back then.”

“Hm…”

Twilight rolled her eyes and glanced down to admire their guest’s athletic little rear. One of the things Twilight really liked about Rainbow Dash was that, like her lover, she was a very small girl. But this rear view of her couldn’t have been more different from Rarity. Twilight crouched down behind her, running her fingers ticklishly down her thighs, feeling her legs twitch in surprise at her touch.

Twilight had doted on Rarity’s legs enough to know their touch by heart: they were soft, silk-smooth and prone to sweat heavily… Rainbow didn’t need to know that last part. Rainbow’s legs were thinner and upon touching them, they felt firm and muscley. Twilight's hands drifted back upward toward Rainbow’s ass which she had taken notice of plenty of times before for how incredibly perky it was. Unlike Rarity’s rear pillow which Twilight adored, Rainbow’s two round ass cheeks were tight and stuck out: they were a very noticeable feature on the short girl.

Twilight’s hands moved up to cup Rainbow’s ass in her palms and lightly spread it, grinning at the little slit below. Unlike her boisterous friend’s personality, her pussy looked modest and reserved, although befitting her small lithe body. It was nothing like Rarity’s bright blossom of a pussy that conversely begged for your attention. Rainbow’s inner lips were almost invisible but Twilight could see how they blushed from within and stroked her sleek outer labia, smirking at the wet sounds her pussy made as she spread it open, watching excess arousal spill out in little strands.

“Jeez Rainbow, you’re a mess down here.”

Twilight leaned in and took a moment to sniff Rainbow, inhaling her fresh arousal: it was completely different from Rarity’s familiar scent. She was surprised by how much heat radiated from Rainbow’s open lips and she quickly dipped her tongue between them to lick up the hot musk. Rainbow’s pussy filled her senses and she continued to lick it while studying the new flavour.

This was the first time she’d tasted a pussy other than Rarity’s and it was every bit as captivating to feel it twitch and react to her touch.

“Mmm, Dashie’s doing wonderfully, dear. Get ready to scooch over so I can come and return the favour to her.”

Twilight parted from Rainbow’s slit, casually replacing her tongue with two fingers as she glanced up at Rarity. Her fingers slid inside over the contours of the front wall of her pussy, briskly fingering every unfamiliar bump.

“I can’t believe how wet she is, Rarity,” Twilight commented, paying little attention as she pumped her fingers in and out. “Hey, do you think I can make her cum befor-”

Twilight paused and glanced back down at the Rainbow’s tight slit as its muscles visibly spasmed and clenched around her fingers. She stopped moving her fingers but kept them inside, watching somewhat surprised as with each contraction of her pussy a burst of juices would squirt out. The first couple hit her chest before falling to the floor, quickly forming a small puddle.

Twilight’s fingertips hovered over a quivering bump inside of Rainbow and she curiously poked it, flinching as Rainbow’s next squirt splashed her chin.

“Rarity, we’re going to have to wash your carpet again.”

“Already, dear?” Rarity leaned up, noticing the way Rainbow’s body trembled. “Goodness, you went all out on her didn’t you?”

“I don’t know. I was just kind of getting started.”

Rainbow blushed as came on Twilight but didn’t pause to comment, continuing to eat Rarity. Twilight just shrugged and leaned back into Rainbow’s pussy for a few more licks, holding her thighs as she tidied up the mess of girl-cum.

“Well darling, come on over here then, and I’ll take care of you.”

“Mn-mmm.” Twilight gave one final lick and leaned back up, resting her cheek on Rainbow’s ass and offering a dreamy look up at Rarity. “I’m not finished over here yet.”

Twilight reached out and stroked Rarity’s leg, wrapping her fingers gingerly under her ankle and lifting it up. She pressed her lips into the soft cotton of her sock, cradling her nose beneath Rarity’s toes and sniffing. Rarity bit her lip and laid her head back onto the bed, Rainbow’s tongue tickling between her legs as she felt her sock slip slowly from her foot.

Twilight let Rarity’s sock fall to the bed and smiled sweetly at her lover’s tender sole, leaning in to place a soft wet kiss on the ball of her foot. Her tongue poked out to feel the wrinkles of her arch, making soft smooching sounds as she moved closer and closer to her toes. Each smooch caused little sparks to crawl up Rarity’s legs, starting in her feet and connecting between her legs.

Twilight could clearly tell that Rarity was tingling as her nose poked her little toes, making it twitch in response. She noticed the reaction and flicked her tongue out under Rarity’s middle toes, watching them twitch as well. Nothing encouraged Twilight more than Rarity’s tiny little twitches and she quickly grabbed the girl’s big toe between her lips, hearing Rarity squeak as she cradled the digit on her tongue. It wasn’t enough for Twilight though, she wanted to push things further. She wanted to see Rarity squirm and giggle and blush from her pleasure, and she glanced up at the wiggling blue rear in front of her.

Rainbow was in her own world between Rarity’s legs, her full attention on the girl’s sex that consumed her: tasting it, smelling it, touching every delicate fold. She’d faded out the rest of the room, vaguely hearing the sounds of smooching and squeaking but paying little attention elsewhere. She was jarred loose from her waking dream as she felt arms tugging on her waist, blinking her eyes open. She reluctantly remembered the world around her but refused to budge, grabbing onto Rarity’s legs as she hummed her resistance.

“Come on, Rainbow. You can do more of that in a minute.”

Rainbow was, however, stronger than she was so Twilight gave up struggling and stood to her knees behind her. She looked down over Rainbow who seemed content to never stop eating Rarity out but Twilight knew Rarity was on the edge and she didn't want her to cum just yet. Twilight smirked as she got an idea and grabbed the base of her cock, giving a short swing of her hips and hearing a smack.

Rainbow shivered as she felt Twilight’s cock slap her mound and popped up from Rarity’s pussy.

“H-hey, watch out where you’re putting tha-mf.” Rainbow was cut off by sock in her mouth. “Hmmf…”

Rainbow reluctantly sat up, grumbling as she turned to look at Twilight. She spat it out into her hand and glanced down at the soft blue little ankle sock, recognising it as Rarity’s and blushing before tossing it away.

Twilight pointed to Rarity and Rainbow looked at how she laid out on her back, relaxed and softly breathing.

“Dear, why’d you stop?” Rarity asked in a dreamy voice, her limbs lightly twitching as she lifted her foot up to the pair, curling her moist toes. “Don’t leave me waiting.”

“Oh, don’t worry Rarity. I’ve got you covered.”

“But I wanted to make her cum.”

“And you will.” Twilight quickly leaned into Rainbow, grabbing her waist as she spoke quietly into her ear. “But we have a little surprise for her first. Remember?”

“Oh, right. Totally.”

Twilight grabbed Rarity’s foot again to play with it, appeasing the girl as Rainbow sat back and stretched her legs out under Rarity’s. Rainbow could feel Twilight’s erection as the girl pressed into her back, nuzzled right up to Rainbow’s face as she licked Rarity’s foot.

“Do you want a taste?”

Twilight offered the foot to Rainbow but she hesitated for a moment. Rainbow had never licked a girl’s feet before but as she stared for a moment at Rarity’s delicate white skin she didn’t feel any aversion. She leaned in and licked the big toe that Twilight had left damp but before she could do any more Twilight moved the foot down in between her legs.

“Please, darling. A little m-” Rarity paused mid-sentence, shivering at the sensation on her toe and leaning her neck up to look. “Hn?”

Rarity saw her toe resting against Rainbow’s inner lips just as Twilight pushed it inside and her leg twitched. Never before had she felt this particular sensation on her sensitive toes. Rainbow’s pussy was softer than Twilight’s tongue, it was hotter than having her toes simply sucked on and gripped it differently. Rarity quivered as Twilight began moving her foot, sliding it past the knuckle so her other toes pressed into Rainbow’s mound.

Rainbow was equally surprised as Rarity’s toe entered her: it felt a little bigger than it looked. She looked up at the enchanted expression on Rarity’s face and blushed to know that in this unique way, her friend was inside of her.

“Isn’t it amazing?” Twilight whispered into her ear, moving Rarity’s toe in and out of her pussy.

“Mm?”

“See those faces she makes? Mn, doesn’t it just make you want to eat her up.”

“Uh-huh.” Rainbow’s face glowed with warmth and she glanced back down between Rarity’s legs, seeing how her pussy twitched in response.

Twilight grinned at how Rainbow sounded, easy to tell that she was enjoying the foot-play as well. Her hand wrapped around Rainbow’s waist and caressed over her navel until coming to rest on her mound.

“Perhaps,” Twilight’s finger bumped Rainbow’s clit. “Her toe will get you ready for something… a little more?”

Twilight punctuated her sentence by rolling her hips forward, her erection rubbing obviously into Rainbow’s back. Rainbow straightened her spine at the touch, her voice hiccuping as Twilight’s mouth found her neck. She tried to speak but her voice faltered from Twilight’s aggressiveness, knowing that her neck would end up covered in hickeys.

“Uhn listen Twi, I-” Rainbow blushed as Twilight continued to lightly hump her back. “I guess I uh, I wouldn’t- ngh if you want me to suck your dick I… wouldn’t really mind. But not my pussy, okay?”

“Aww. well, I guess it can’t be helped. Here.” Twilight released Rarity’s ankle to grab Rainbow with both hands. “I can take care of you in other ways.”

Rainbow quickly replaced Twilight’s hand with her own, gently wrapping her fingers around Rarity’s ankle and continuing to dip her toe into her pussy. It tingled even more now that she set her own pace with it, quivering as Twilight began to massage her clit. The dual sensations on her pussy were making Rainbow’s mind fuzzy again, humming as Twilight resumed sucking on her neck. She glanced up in her light daze to see Rarity, a little surprised by the look of similar pleasure on her face as Rainbow stroked her toe.

“Does it really feel that good, Rare?” Rainbow asked a little dazedly but curiously.

“Mmn, it’s divine, Dashie.”

“If you really want to make her happy,” Twilight said softly, gesturing over to Rarity's other foot which twitched and curled on its own. “Her other one looks lonely.”

“Let me see it…”

Twilight kept one hand on Rainbow’s clit but with the other one, she gingerly wrapped her fingers under Rarity’s free ankle, bringing it up to Rainbow’s face. Rainbow looked for a moment at her remaining blue ankle sock and reached up to grab it but Twilight quickly scooted the foot away.

“Mn-mm. No hands.”

Rainbow nodded as Twilight brought it back to her face and she didn’t hesitate to lean in and wrap her lips around the socked toes. She held it in her mouth for a moment before gently taking the sock between her teeth and leaning back to pull it free and toss it aside.

Rainbow looked sweetly at the unfamiliar territory of Rarity’s foot but this time she didn’t hesitate. She went straight for the girl’s other big toe and popped it into her mouth like it was candy. She still wasn’t used to this certain taste and texture but she knew that it made Rarity squirm and that was enough for her.

Rainbow messily lathered Rarity’s toe with her tongue, satisfied that her aimless licking was getting a rise out of her. She could feel Rarity’s toe twitching in her mouth and her voice sounded bubbly.

Rainbow felt like she was in a dream-state as she focused so hard on pleasing Rarity. While her full attention was on the girl’s two feet, Twilight was still wrapped around her body, sucking on her neck, massaging her clit: she was surrounded by pleasure. She glanced up and saw that Rarity had reached between her own legs to touch herself, gingerly teasing her clit while Rainbow worked on her toes.

“Hey,” Twilight whispered, seeming to notice as well. “Lick right here.”

Twilight pointed underneath Rarity's middle toes and Rainbow had no reason to ignore the request. She opened her mouth, lips brushing the pads of Rarity’s little toes as her tongue flicked out, tickling the underside of their knuckles. Rarity chirped, both of her thighs twitching as she touched herself.

“You’re looking a little worked up, Rarity.” Twilight released Rainbow’s clit and just held her waist as she watched her girlfriend touch herself. “Are you really going to use your hands when we’re right here?”

“Uhn… okay, you got me.” Rarity sighed dreamily, leaning up onto her elbows and looking expectantly at her two bedmates. “You know I’d love to keep this up but Dashie’s got me feeling so hot right now.” Rarity paused and looked into Rainbow’s eyes. “Dear, would you come and help me finish?”

“Uh-huh.”

“Well, bring your butt around her for me so I can return the favour while you’re at it.”

Rainbow eagerly nodded and went to move but Twilight held her tightly by the waist.

“Hey, what makes you think I’m going to just hand her over to you?”

Rarity bit her lip, staring confidently at Twilight and parting her slit with her fingers.

“If you don’t bring Dashie’s little butt over here, then you don’t get to use this.”

Twilight smirked at the way her girlfriend cut straight to business with her.

“Those don’t have to be mutually exclusive do they? While you’re returning the favour I can finish you up down there. Make everyone happy.”

“Darling, I’d feel bad if I didn’t let Dashie be the first to make me cum, tonight. You just wait your turn.”

“Hmm, fine.” Twilight released Rainbow’s waist and gave her a shove forward. “But I want to see Rainbow on the bottom.”

Rarity reached out for Rainbow’s hand who pulled her forward and she sat on her knees as Rainbow laid down. Rarity licked her lips and turned around to straddle Rainbow’s face, staring wistfully between the girl’s firm legs.

“I really must thank you, Dashie.” Rarity leaned down and wrapped her hands under Rainbow’s thighs, placing a tender kiss on her mound. “It’s been so long since I’ve been able to enjoy this part of a woman. I was really starting to miss it.”

Twilight surprised her with a smack on the ass and Rarity squeaked, glancing over her shoulder with a frown.

“Uh, any time.” Rainbow reflexively answered, realising what she’d said and looking bashfully up at Twilight who just smirked back.

“I only hope I still remember how to do it properly.” Rarity finished, bringing her head between Rainbow’s legs to start licking.

Rainbow felt a shiver up her spine at the touch of Rarity’s soft tongue between her legs and it took everything she had to not become lost in it. She grabbed Rarity by her hips and leaned up to meet her pussy, licking it somewhat lazily as she struggled to focus.

Twilight noticed Rainbow’s slow unsteady licks, less eager than before, though if Rarity's pussy-eating was anything like her cock-sucking then she understood why Rainbow was having trouble. Twilight grinned and leaned down next to Rainbow’s face, glancing up between Rarity’s legs.

“Come on, Dash,” she whispered to her friend. “You can’t let yourself cum before Rarity does again.”

“Ngh, mn-mm.” Rainbow hummed back, gyrating her hips into Rarity’s face. “I can’t.”

“Let me help.” Twilight reached under Rarity and poked the pink little peak of her mound. “Here, lick her hood. And don’t be afraid to really dig into it. She goes nuts.”

“Mm-hm.”

As far as Rainbow was concerned, Twilight was the expert on Rarity’s lower half so she had no reason to not follow along. She planted her tongue onto Rarity’s mound, feeling the soft hood that cowled her stiffened clit, kneading into it with all of the tongue-stamina that Sunset had trained into her.

“Ooh, look. She’s already twitching.”

Twilight bit her lip and reached out to tickle the girl’s thigh, making her hips jerk.

“Ahh! Twilight, I know that’s you.” Rarity called behind herself, wagging her rear. “Your help is quite unneeded.”

Rainbow glanced up at Twilight who just giggled and held her finger in front of her mouth to shush her although Rainbow had no intentions of parting from Rarity’s clit. Twilight slyly grabbed her hand away from Rarity’s leg and held it up to her entrance, curling Rainbow’s fingers for her. Rainbow gave no resistance, watching curiously as Twilight pressed her fingers into Rarity for her, moving them carefully.

“Ahn, Dashie!”

Twilight grinned silently down at Rainbow and the two shared a look as they heard Rarity moan. Rainbow got the idea and began stroking the spot that Twilight had placed her fingers on, feeling Rarity’s tight passage quiver around her fingers. Rarity had to pause licking her and Rainbow saw her chance, doubling down on the girl’s two sweet-spots.

Rarity just pressed her face into Rainbow’s mound, softly squealing as her pleasure grew sharp and concentrated between her legs. Rainbow had pushed her to the edge of climax unusually fast and Rarity suspected interference. She just laid there with her mouth hanging open, idly tasting Rainbow’s pussy but unable to focus on it or anything else.

Every firm stroke of Rainbow’s fingers made Rarity tingle from her g-spot down to her toes and she felt like she could just melt into it. Rainbow’s tongue, however, was digging into her clit hood in a way that made Rarity’s pussy feel like a spring coiling tighter and tighter and her mind blanked, just waiting for the tension to snap.

Rainbow felt happy with herself watching how her ministrations made Rarity writhe over her. She glanced up as Twilight came close, her lips hovering near Rarity’s pussy and blowing a cool breath on it.

“Mmnahh! Dashie, I’m cumming!” Rarity howled, her thighs trembling as she was overcome with orgasm.

Rainbow removed her fingers from inside of her and watched Rarity’s pussy in awe as she came. Her labia twitched and flexed visibly, a dribble of her juices leaking down over her pulsating clit. Rainbow leaned back up for another lick, blushing as she felt the clit throb on her tongue.

“Ngh! D-dash-” Rarity frantically slipped her hand between her legs, protecting her clit. “Ahn h-hold on… sensitive.”

“Oh. sorry.”

Rainbow’s head fell back down to the bed and she relaxed, enjoying the enrapturing view she had.

“Hey, Rainbow.”

“Hn?”

Rainbow glanced back in time for Twilight to grab her cheeks, licking her mouth of Rarity’s nectar. Twilight pulled back and looked her in the eyes, patting her cheek with an eager grin.

“My turn.”

Rainbow felt the bed shift as Twilight climbed up to join them and suddenly straddled her face. Despite just getting intimate with Rarity’s insides, the sight of Twilight's cock and balls had Rainbow flustered. There was something that bewildered her about it, the way it hung there stiffened and twitching: it looked so animalistic to her.

Twilight planted her hands firmly on Rarity’s ass, leaning in until her cock slipped between her legs.

“Mmn, Twilight, could-” Rarity shivered as she felt her girlfriend’s cock sliding over her slit, tickling her very sensitive inner lips. “A-aghh, god. Twilight, please give me a minute.”

“Hmm, I don’t know. Dash? Do you think I should give her a minute?”

“Uh…” Rainbow just glanced up at the way Rarity cradled her pussy in her hand. “Yeah, it looks like she needs it.”

“Oh, good. Then you wouldn’t mind taking care of me while we wait.”

“Oh, uh-” Rainbow went cross-eyed for a moment as the head of Twilight’s cock met her lips and she swallowed. “Sure, I guess.”

Rainbow’s face felt warm as she felt Twilight’s cock slip past her lips and tongue. It was such a foreign feeling to have her friend’s hard shaft filling her mouth.

Out of curiosity, Rainbow had once tried sucking one of her toys before but a toy wasn’t this hot, or twitching, and it certainly didn’t smell this strongly. It was strange and new but she didn’t particularly mind it and idly began licking as Twilight moved in and out of her mouth. Rainbow felt a little self-conscious to not know exactly what to do with her mouth but the thought that Rarity must do this for Twilight all the time pushed her forward. She leaned up to take more of Twilight’s cock just in time for Twilight to pull it free of her mouth.

“Alright, Rarity. That’s a minute.” Twilight pressed her tip back to Rarity’s entrance. “Mn, I need you now.”

“Ahn, Twilight.”

Rarity groaned as she felt Twilight’s cock press inside of her, feeling that familiar stretch on her inner lips. She was still a little sensitive, it was like her depths were being tickled but she bared it for her girlfriend and shoved her face back onto Rainbow’s pussy for a distraction.

Rarity lapped hungrily at Rainbow’s slit, enjoying how thoroughly wet her friend had gotten for her. Rainbow’s pussy was a welcome crash-course in something she hadn’t gotten in far too long and like a headrush, it reminded Rarity of what she loved so much about pussy. Rainbow had a particularly heavy scent that tickled Rarity’s brain and contrasted nicely with how velvet-soft her tiny lips were. Rarity felt giddy as she licked Rainbow’s slit, having been utterly delighted to discover that her brash and boyish friend had such a cute and feminine pussy.

Despite what Rarity had said, it seemed to Rainbow that her tongue knew exactly what to do. She wanted to just fade out the room and focus only on this pleasure but her attention instead was on the carnal display in front of her. Rainbow watched up close as Twilight’s cock thrust into Rarity’s pussy, something she’d never experienced for herself.

The way Twilight’s hips moved and her balls swung as she humped, the way it made Rarity’s lips stretch around her cock and swallow its entire length: it stirred something up in Rainbow.

“Are uh... shouldn’t you be using a condom?”

“I like to live dangerously.” Twilight boasted, earning an eye-roll from her girlfriend.

“Pfft, oh don’t listen to her. She couldn’t get me pregnant if she wanted to.”

“I don’t know. That sounds like a challenge doesn’t it, Rainbow?”

“Ugh Twilight, stop. Don’t embarrass me in front of Dashie.”

Rainbow silently laughed to herself at how casually the two spoke about it, wanting to trust Rarity’s words over Twilight’s. Thankfully, Rarity’s tongue resumed contact with her clit and the conversation was quickly replaced by the sounds of breathing and moaning and the smack of Twilight’s hips. Rainbow watched Twilight’s humping with new attention, wondering if she planned to pull out and cum on Rarity’s ass, or maybe even cum on Rainbow. The thought that she would so flippantly fill Rarity’s depths with her load almost felt dangerous to Rainbow and made her tingle between her hips.

Rainbow switched her focus between her legs where Rarity was working magic on her. Her tongue would have been more than enough to make Rainbow cum but the sight of their fucking was pushing Rainbow to that point much faster. Her mind grew hazy from her pleasure and she began to squirm, grasping at Rarity’s thighs needing something to do with her hands.

Rainbow looked back up at Twilight’s balls and reached out to grab them, holding them in her palm like Rarity had shown her. She noticed how much fuller they felt than before and wrapped her fingers around them, squeezing them firmly.

“Whoa, shit. Rainbow, that feels good.” Twilight leaned into her humping a little more, her balls twitching in Rainbow’s hand. “Ngh, Rarity, I’m really close.”

Rainbow's stomach fluttered and she pulled her hand away, waiting for Twilight to pull out any second. Rarity didn’t even pause to answer, remaining persistent on her pussy until Rainbow sat on the edge of orgasm. Rainbow grabbed ahold of Rarity’s legs, clenching her fingers down on her thighs and noticing Twilight do the same on her ass cheeks. Her hips fidgeted, needing to release but Rainbow tightened her abs, anxiously wondering just how close Twilight would let herself get before pulling out.

Rainbow softly gasped as Twilight stopped humping, her orgasm suddenly hitting her like a headrush as soon as she saw Twilight’s balls clench.

“Ngh, R-rarity.”

Rainbow’s hips jerked, trembling as she came much harder than she had earlier. She watched Twilight’s cock visibly throb, matching her own pussy’s contractions, as it pumped cum into Rarity’s depths. And Rarity didn’t flinch as she received Twilight’s heavy load, keeping her mouth latched onto Rainbow’s pussy even as she squirted.

Rainbow made little noise as she came, squirming and flexing her toes as Rarity kept it going for longer than she was used to. Her mind swirled as her body calmed down and Rarity swallowed her spent nectar, placing a smooch on her mound as it stopped twitching. Rainbow just stared dazedly up at Twilight’s cock as it stopped twitching as well, making her face feel hot. She’d felt how full Twilight’s balls had been and now all of that was inside of Rarity.

Twilight carefully pulled out of Rarity, smirking as she noticed Rainbow staring up at her.

“You look like you enjoyed the view.”

“Uh yeah… that was something.”

Twilight’s cock hovered over Rarity’s pussy, idly stroking herself for the last of her cum but stopped and met eyes with Rainbow.

“You know, I bet my cock tastes like Rarity’s pussy now.” Twilight squatted lower, pushing on her slowly softening cock to point downward. “Could you confirm that for me? I can’t check for myself.”

Rainbow’s eyes remained on Twilight’s cock which was slicked with Rarity’s juices. She could certainly smell the scent of pussy wafting off of it and it did look more enticing than before. Watching it get used on Rarity had given her a little more appreciation for Twilight’s cock, imagining that Rarity must get this daily: she had to have at least one more taste while it was offered to her.

Rainbow swallowed and lifted her neck up to meet Twilight’s cock, taking it into her mouth.

“Ngh, ah careful. It’s sensitive.”

Rainbow paused and didn’t take it any deeper, gently suckling on her friend’s only-partially stiff cock. It felt even hotter than before but she didn’t mind it, happily licking up Rarity’s essence that clung to it. She hummed as a few remaining drops of cum spilled onto her tongue, savouring the mixed flavour of their sex.

Twilight seemed content to move on and pulled her cock free, giving Rarity a soft smack on the ass.

“Do you want some help cleaning up, Rarity?”

Rarity rolled off of Rainbow onto her back, placing a hand over her stuffed muff.

“Mmm, I don’t know.” Rarity wore a faint blush and smiled at her girlfriend. “It’s supposed to get chilly tonight. I might need this to keep me warm.”

“Alright, I hear you.” Twilight waved dismissively at her and climbed off of the bed, walking over to her closet.

Rainbow leaned up on her elbows, looking over Rarity’s body until their eyes met. Rarity gave her a mischievous grin and licked her lips which Rainbow couldn’t help but notice were coated in her girl-cum.

“Dashie, that was lovel-pfft!” Rarity was cut off by panties to the face.

“One pair of white panties,” Twilight called out after the fact, crawling back into bed next to Rainbow.

“Is she really just gonna leave it in there?” Rainbow asked somewhat quietly, though Twilight answered loudly.

“That just means she doesn’t feel like getting out of bed to clean up.”

Rarity huffed as she shimmied her panties up around her waist and sat up.

“How rude.” Rarity crawled over to Rainbow, draping her arms over her shoulders. “Dashie’s just got me feeling all cozy.”

Rainbow blushed in time for Rarity to capture her lips, tasting her own orgasm heavily in her mouth. It didn’t bother her though and Rainbow let Rarity push her onto her back as they kissed.

“Well, get comfortable.” Twilight wadded up their loose bedsheet and dropped it on top of them. “I’m gonna go pee.”

Rarity didn’t answer, continuing to make out with her new bedmate from underneath the blanket. Rainbow reached up to grab her waist and Rarity squirmed, parting from their kiss to giggle.

“Careful, dear. I’m ticklish.”

“Oh, sorry.”

“It’s okay.” Rarity rested a hand on Rainbow’s abs, feeling the ripples under her fingertips. She stroked from her navel down over her mound and dipped her fingers briefly back inside of her. “You have a lovely little curve, down here.”

“Thanks, Rarity.”

Rarity brought her fingers back up to her mouth, hovering near Rainbow’s face as she licked them clean.

“Mmm well, I hope you feel just as satisfied as I do right now.”

“Well, I- uh...”

Rarity leaned up off of Rainbow, making a tent of their blanket as she looked her over.

“Oh, was there something else you wanted to do?”

“Kind of, yeah.”

“Well don’t hold back, dear. I think we’re past that point.”

“I just- um. Can I spoon with you?”

Rarity struggled to stifle her laugh, placing a hand on her lips and leaning back down.

“Dashie!” Rarity gave her a devilish grin. “That’s an awfully innocent thing to ask of me after what we just did together.”

“I don’t know. I just figured I’d ask first.”

“Hm…” Rarity tapped her cheek, pretending to need to really think about it. “Okay, but only if I get to be the big spoon.”

“Okay.”

Rainbow eagerly nodded and Rarity blushed, collapsing back on top of her to snuggle her. She hummed from the feeling of their naked bodies pressing into one another, hearing the click of her door opening.

“Oh, why do you have to be so much cuter than Twilight?!” Rarity called out.

“Yeah yeah. Are you two still under there?” Twilight yanked the blanket back away from them. “Watch out, Rainbow. She will just fall asleep on you.”

“Not tonight, dear.” Rarity released Rainbow to sit up, softly groaning as she stretched her arms out. “I’ve got a date with a little spoon.”

“That would imply that you would be the big spoon.”

“That’s right.”

“Hmm…” Twilight glanced suspiciously between her two tiny friends. “Fine. I get her tummy.”

“Pardon?”

“If you want to be her big spoon, then I’ll curl up with her tummy.”

“You’re not going to hold my back?”

“Big spoons don’t get a bigger spoon, Rarity.”

“Hmf, fine.”

Rainbow was hesitant to cut in but Rarity suddenly grabbed her under her arms, trying to drag her up the bed as though she were a doll.

“Um, I got it.”

Rainbow got up and crawled toward the head of the bed, lying down on her side. She blushed as she felt Rarity get in place behind her and rest an arm over her side.

“Is this comfortable, Dashie?”

“Can y-” Rainbow’s voice cracked and she cleared her throat. “Can you pull me closer?”

Rainbow’s body tingled as she felt Rarity’s arms wrap around her waist and her breast press into her back.

“How’s this?”

“Much better.” Rainbow cooed.

“Twilight, where’d you- Twilight!” Rarity looked over her shoulder, catching her girlfriend taking a photo. “Put that phone away!”

“Sorry, I couldn’t resist.” Twilight conceded, putting the phone back down and lifting her hands in surrender.

Rarity huffed and turned back over, wrapping herself around Rainbow and squeezing her even tighter than before. Twilight walked around the bed and climbed in to join them, curling snuggly in toward Rainbow’s abdomen and holding onto her hips as her head rested against her flat chest. Rainbow rested a hand behind Twilight's head and made an effort to get as comfortably trapped between her two friends as possible.

For a moment the three laid there in silence and Rainbow just sank into their embrace, her mind feeling fuzzy. She could feel Twilight’s breath against her stomach and Rarity’s on the back of her neck. It was almost like time had stopped for her until Twilight poked her belly button.

“Rainbow, I think I speak for both of us when I say we wouldn’t mind you joining us again some time.”

“...Really?”

“Well, I’d just feel bad if I let Rarity go another year without getting any pussy, is all.”

“Aww.” Rarity reached around Rainbow to ruffle her girlfriend’s hair. “Well, I certainly wouldn’t mind another night with you, Dashie. Any time.”

There was another long pause without an answer and Twilight glanced up, smirking at the look on Rainbow’s face.

“Don’t look now, but her face is all-mmf.” Twilight was cut off as Rainbow pressed her face into her stomach.

Rarity caught on however and broke from their embrace to lean over Rainbow and stare down at her face. Rainbow had finally been consumed by her blush, glowing pink from her forehead down to her shoulders.

“Well, I-” Rainbow squeaked out. She cleared her throat but her voice refused to un-squeak. “I’d be happy to uh, do this again. Like, really happy to.”

Rainbow’s face felt even warmer under Rarity’s eyes and she couldn’t manage to say anything more but it was all Rarity needed to hear to gain a wide smile.

“Aww!” Rarity quickly smooched her blushing bedmate and wriggled back into their embrace, snuggling into Rainbow until she couldn’t feel any space between them. “You’re so adorable.”

“Yeah,” Twilight chimed in. “I don’t remember her being this cute. Do you?”

“I always noticed.”

“Pfft, you liar.”

Rainbow resigned herself to listening to their back and forth about her, no longer daring to cut in.

“Hey, I’m the one that picked her, didn’t I?”

“Lucky guess.”

“Lucky you that I have such good taste.”

“Mm-hm.” Twilight nodded and nuzzled into Rainbow’s chest. “I’m glad it was her.”

Rainbow thought she’d never stop blushing and had to accept that her face might just be pink now. It would at least stay that way for as long as she was stuck in between these two, so she hoped it stayed pink for a long time.