Pull Me Closer

by Barley Citrus

Rating: mature
Tags: Sunset Shimmer, Twilight Sparkle (EqG), Slice of Life, Rarity (EqG), Porn, Fetish, Rainbow Dash (EqG), Romance, Equestria Girls, Sex
Length: 16153

With the arrival of Spring, the girls' desires look to be in full bloom: Twilight is making love to Rarity, Sunset is getting regularly laid by Rainbow and things have settled into a rhythm. But Spring also has some surprises for the girls.

With the arrival of Spring, the girls' desires look to be in full bloom: Twilight is making love to Rarity, Sunset is getting regularly laid by Rainbow and things have settled into a rhythm.
But amidst the constant sex, Spring also has some surprises for the girls. Like, some thoughts still lingering from Christmas, some unexpected suggestions from Twilight, and an emotionally confused Rainbow Dash.

::This is part of the Friends With Benefits continuity::

Kinks:: #Futa #Face Sitting #Foot Worship #Cum Play #Threesome #Testical Play #Cunnilngus #Sixty-Nine #Creampie

Cover Art:: Higgly-Chan

Published 2019-03-29 14:40:02 UTC
Last updated 2019-06-15 00:00:04 UTC

Prologue

::Evening, 28 December::

Twilight rounded the block, smiling as Rarity’s house came into view just down the street. She wrapped her arms around herself, tucking her hands into her armpits to help stave off the cold and started walking a little more quickly.

Rarity wasn’t expecting her until tomorrow morning but the thought of surprising her was just too enticing for Twilight to simply sit and wait. It had gotten late, however, and Twilight just wanted to be inside of Rarity’s house and warming up already.

“I hope you appreciate this, Rari-” Twi stopped, feeling two quick raindrops on her cheek and shoulder. “Oh no.”

Twilight sighed loudly and started jogging down the street as it quickly began to rain, starting to second guess her surprise visit. She clenched her coat a little more tightly around herself as she felt the rain start to soak in and wondered why one block felt like such a long distance.

Twilight ran up Rarity’s walkway and loudly knocked as soon as she reached the door, starting to shiver once she'd stopped running.

“Coming…” Rarity’s voice came from the other side of the door. There were a short pause and the sound of footsteps, and Twilight perked up when the door peeked open.

“Hi, Rari-mmf...”

Rarity, upon seeing Twilight, leaped outside and immediately grabbed her, latching onto her lips without saying a word. She didn’t even seem to mind that she was getting wet as she hugged Twilight tightly, the rain now pouring down on both of them.

Twilight wanted to say they could continue inside but Rarity never let up on her mouth, kissing deeply and passionately while Twilight just stood there shivering. Twilight shakily patted her on the shoulder and Rarity reluctantly released her to look sweetly into her eyes.

“I’ve missed you so much, Twilight.”

“M-m-me too. Le-et’s g-go inside.”

“Oh! I’m sorry.” Rarity grabbed Twilight’s hand and promptly tugged her inside, helping to strip off her jacket and shoes, and wincing as she realised that Twilight had been soaked through. “Oh, you poor dear. Come, let's get you a hot shower.”

Rarity continued to drag her frozen Twilight along, taking her into the bathroom and immediately turning the shower on to heat up. Twilight was quick to peel off her wet clothes and climbed shivering into the shower, letting the stream of water pour over her head and down her back.

Rarity couldn’t help but smile at the pitiful display and, once stripped of her own clothes, slipped in behind Twilight. Her arms eagerly wrapped back around her lover’s cold body, squeezing and rubbing against her to warm her up with the aid of the water. Twilight hummed as she felt Rarity's soft lips lingering along her shoulder, feeling herself fully relax now that she was surrounded by warmth on all sides.

“Mmm... thanks, Rarity.”

“Any time, darling.”

“I wanted to surprise you tonight." Twilight took a deep breath. "I wasn’t expecting the rain though…. Surprise.”

Twilight laughed to herself and moved to turn around but Rarity held her in place, her arms firmly around the girl’s ribs and one hand slowly creeping downward.

“I’m glad you did, darling. I would not have been able to sleep tonight knowing I’d get to see you in the morning.”

“You weren’t too lonely, were you? Wasn’t Sunset around to keep you company?”

Rarity's hand halted below Twilight's waist, flinching at the mention of Sunset and drawing it back up into her hug.

“Uh, she was for a day or two… but I’ve been alone since yesterday.”

“Aww, you poor baby.” Twilight reached behind herself and patted Rarity on the rear. “Then I’m glad I came back early.”

“Me too.”

“How was it spending Christmas with Sunset? Did you two have fun?”

“...Yes…" Rarity's voice grew a little quieter. "Maybe a little too much fun…”

“You can’t have too much fun, Rarity.”

Rarity took a deep breath, resting her forehead against the back of Twilight's neck before continuing.

“I might have kissed her.”

“Nice. Was she good?”

“No. I-I mean, yes, she was but that’s not all…”

Twilight raised an eyebrow and listened expectantly to Rarity. The shift in tone made it clear she had something to get off her chest.

“...Did you two have sex?”

“No! Maybe a little touching… and humping." Rarity sighed. "There was a lot of kissing.”

“You’ll have to show me.” Twilight teased, turning to face Rarity and kissing her but Rarity pushed her away.

“Twilight, you're not taking this seriously.”

“What’s there to say?” Twilight stood under the stream of water, looking a little perturbed at Rarity. “She kissed you, she felt you up. And then she stopped. We’ve forgiven her for worse.”

“It’s not about her… I wanted it just as much as she did.”

“Then why did you stop her?”

“Because I love you.”

“Then why do you want me to be worried?”

“I don’t…" Rarity hugged herself and looked apologetically up at Twilight. "But what if I hadn’t stopped her?”

“Rarity, we’ve been together for over a year, but we’ve only taken this seriously for a few months now. We’re still getting used to this.”

“But I don’t want you to feel like I might just sleep with another girl because I’m still getting used to it.”

“I don’t feel that way, Rarity. I promise.” Twilight stepped closer and held Rarity’s cheek, leaning in to kiss her on the forehead. “Maybe I am being too easy on you. But even if you hadn’t stopped her, I know you still would’ve made me stand in that freezing rain out there just for a kiss.”

“Yes, well,” Rarity blushed, not looking Twilight in the eye. “Doesn’t mean you can’t be a little harsher when I mess up.”

“Are you asking me to punish you?”

“I just want to make it up to you.”

“Do you really?”

“Mm-hm.”

“Would you do anything?”

“Yes.”

“Then it’s settled. One night of anything. No questions about it.”

“Twilight…”

“You said anything, Rarity.” Twilight teasingly insisted, reaching forward to rest her hands on Rarity's waist.

Rarity glanced back up at her face and was unable to withhold a smirk from the way Twilight looked at her.

“I guess I did say anything.”

“I’m holding you to it.”

Rarity giggled and leaned in to catch Twilight's lips, closing the distance between them as they sunk into a gentle kiss for just a moment.

“You’re not mad at Sunset, are you?”

“Not one bit. How can I blame her for wanting a piece of this?”

Twilight’s hands moved down Rarity’s back and grabbed hold of her rear, giving it a squeeze.

“Believe me, dear,” Rarity reached behind herself and placed her hands on top of Twilight’s. “She especially wanted a piece of this. I could barely hold the girl back.”

“You know if I had been there, I wouldn’t have let you stop her.”

“You liar.” Rarity shot back incredulously, but Twilight didn't back down, her nose touching Rarity's.

“I don’t know if you’ve noticed, Rarity. But Sunset is kind of really hot.”

“Trust me, dear. I’ve noticed all too thoroughly.”

“But next year, I have dibs on Christmas alone with her.”

“Why you little…” Rarity grinned and leaned in to lick Twilight’s lips, holding her lover’s hands in place on her rear as she kissed a little more zealously than before and nipped at Twilight’s bottom lip. “Thank you for being so sweet to me.”

“You’re easy to be sweet to,” Twilight said sweetly, pecking Rarity’s cheek and leaning into her ear. “Talk about a missed opportunity, though.”

“Hm?”

“I can’t believe you missed your chance to fuck Sunset.”

“Twilight-”

“We’ve both seen that girl nude, before. How could you let that just slip through your fingers?”

“Twilight, stop.”

“I mean, how far did you get with her? It sounds like you two got pretty close to the edge before stopping-”

“Twilight!”

Rarity suddenly pushed Twilight up against the wall of the shower, her mouth slightly agape as she stared her lover down. Her hands were on Twilight’s stomach and she was breathing a little heavily.

“Stop talking… and I think I’ll show you just how on edge she left me…”

Twilight reached up to push some wet hair out of Rarity’s face, smiling as she felt the girl’s hands drifting lower.

“To think my poor girl’s been sitting on that kind of heat for three whole days. How will you be able to control yourself?”

Rarity grinned wide, her heart fluttering as her hand came to rest on Twilight’s member.

“I wasn’t planning on sleeping tonight anyway.”

Spring To Mind

Author's Note

Kinks:: #Futa #Face Sitting #Foot Worship #Cum Play

Spring To Mind

-

After Christmas, the rest of winter seemed to race by for the girls. Rarity felt relieved that things remained smooth between her and Twilight, and with some encouragement from Rarity, Sunset continued to pursue Applejack. As spring arrived, Sunset hadn’t actually attempted to make any progress yet but she was glad that she at least made things less awkward between her and Rainbow again.

Sunset sighed and noticed Rainbow’s phone ping, leaning forward to grab it and nonchalantly opening the text message to read.

Dashie could you go meet Twilight in the park?
Please and thank you.

“Yo Dash, you got a text from Rarity.”

“Hm?” Rainbow perked up and Sunset flashed her the screen.

“Hey, I’m gonna respond for you, okay?”

“Mm-hm.”

I’m kinda busy rn. What's up?

It’ll only take a moment dear. Do it for me?

“Hmm…” Sunset folded at the thought of Rarity asking so sweetly and sighed, ruffling Rainbow’s hair with her hand. “Hey, it seems kind of important so you should hurry up.”

Sunset could see the grin in Rainbow’s eyes as they peeked up at her from between her thighs. Rainbow wrapped her hands behind Sunset’s ass, pushing the girl's slit more firmly into her face as she laid beneath her ass. Sunset shifted in her rainbow-coloured seat as the girl began to more vigorously eat her out and she fidgeted as she pulled the message back up.

“Oh shit, that’s good. Uh, let me just respond real quick.”

Sunset hunched over a bit and ground her clit into Rainbow’s face as she sat on the edge of climax, breaking a sweat as she tried to send the text.

I'm coming

Sunset dropped the phone as she squeezed her legs around Rainbow’s face, fingers laced into the girl’s hair to hold her in place as she twitched and trembled through her orgasm, eventually collapsing backward overtop of her friend. Rainbow took in a deep breath once her face was free, licking her lips and quickly reaching for her phone, reading back through the texts.

“What do you think she wants?”

“Hmnnahhh…” Sunset replied, legs still quivering as she laid limply on top of Rainbow.

“Yeah, that’s what I was thinking.”

Rainbow smirked and shoved Sunset off of her, sitting up on the edge of the bed and doing a quick stretch of her neck and shoulders. She casually grabbed her discarded shirt and rubbed her face into it, drying herself of Sunset’s fluids and tossing it behind herself onto the girl.

“Unh, fffuck you…” Sunset muffled as the shirt landed on her face but she made no attempt to move.

Rainbow skipped looking for her panties and just pulled on her athletic tights, grabbing one of Sunset’s tops and slipping it on. Sunset slowly sat up, casually rubbing herself between her legs and humming pleasantly as she watched Rainbow get dressed.

“Dash, you’re getting pretty good at that. Pretty soon you’ll be a pro.”

Rainbow flashed a cocky grin back at her naked friend with a wink.

“Hey, I learned from the best.” Rainbow walked back over to the foot of the bed, leaning over the edge and sticking her tongue out to Sunset. Sunset met her halfway and caught her tongue between her lips for a short wet kiss. “So, how bad does my breath smell like pussy?”

Sunset gave a quick sniff and just grinned, looking like she was trying to hold back a laugh and patted Rainbow on the cheek.

“Uhh, just don’t let Twilight smell your breath. Okay?”

Rainbow shrugged and headed back to the door, looking back at Sunset after opening it.

“Hey, I don’t care if she knows what I’ve been up to.”

“Dash, don't. That’s gross.” Sunset shook her head, still smiling. “You wanna take my bike?”

“Nah, I’m good. I’m gonna run.” Rainbow turned around and grabbed two handfuls of her own ass, glancing over her shoulder and winking. “Can’t fall behind now that I have your ass to compete with.”

“Whatever, just get the fuck outta here.”

Rainbow dash threw on her jacket and slipped her phone into her pocket, closing the door behind her and running down the stairs. She took a step outside, feeling the cool spring breeze and zipping up her jacket while she looked vaguely in the direction of the park. It wasn’t very far from Sunset’s place so it really just gave her an excuse to take a quick run. And it gave her a little time to wonder what Twilight wanted.

————————————————————

Rarity was stretched out lazily on her back with her arms up by her head, lying in nothing but a plain black bra and panties, and cooing dreamily as Twilight played with her feet. Everything had felt a little calmer through the end of Winter, and thanks to some encouragement from Twilight, there were some days when the girls might spend hours like this. They would settle into slow mornings of endless foreplay, full of rubbing and licking and just enjoying every little aspect of each other's bodies. Rarity was in love with the way Twilight doted on her body and she imagined even the most perfect spa day couldn't compare: unless maybe she could do it for free and get a couple of orgasms out of it but she didn't think Aloe and Lotus would go for that.

Twilight looked lovingly over Rarity's body, looking almost like she was sleeping except for the occasional twitch and cute sounds she made as Twilight lavished her toes with her tongue. Loving on Rarity's feet had genuinely become one of Twilight's favourite activities with her lover and on mornings like this, she was happy to just let it go on forever. It wasn't just that she loved Rarity’s perfectly pedicured feet or her adorable little toes but she loved the way that Rarity chirped and wriggled under her from having her feet played with. Just watching her lover get lost in the pleasure made Twilight incredibly hard and she idly started rubbing her cock against Rarity’s mound, feeling the heat of arousal through the thin cotton of Rarity’s panties.

“Ngh, do the toes more, ahh, please.”

Twilight grinned and looked down at Rarity’s face while she pressed her lips against the sole of her foot, dragging her tongue back to the underside of her toes and watching a visible shiver roll through Rarity’s body. Twilight playfully tickled her little pads with the tip of her tongue, listening to her squeak and giggle from the sensation. She wrapped her lips around Rarity’s big toe, taking it to the knuckle and gently suckling it, feeling the girl twitch and become a little wetter in the crotch of her panties.

It drove Twilight wild to see Rarity like this, leading her to spend an inordinate amount of thinking about how she could most effectively pleasure her lover’s feet. At times she felt woefully uninventive with her play and even feared becoming repetitive with it, but Rarity never once complained. Luckily, there was more than just her foot-play that Twilight knew Rarity couldn’t stand to be without. Twilight grabbed her cock in one hand, focusing her rubbing on Rarity’s clit and causing the girl to hum sweetly from the dual sensations.

Twilight got lost in thought for a moment, idly imagining how this scene would play out if she didn’t have a dick: not that she wished that to be the case at all. Being with Rarity had made her love her own body more than ever for the unique experience she could give to her lover. But Twilight was still a curious girl and so the thoughts filled her mind, of how Rarity quivered as Twilight licked the sole of her foot, of how her pussy twitched just from tonguing the pads of her toes, watching her get so excited. She imagined taking Rarity’s toes inside of her pussy, how Rarity might react to that kind of feeling, the face she would make as she arched her back and-

“Nghh, oh shit.”

“Ahh Twilight!”

Rarity squeaked in surprise as she suddenly felt Twilight’s cum burst through her panties. Twilight’s body tensed up at her unintended orgasm, pressing the tip of her cock against Rarity and painting her inner lips through the thin cotton as she came. Twilight reluctantly released Rarity’s toes from her mouth and laid over top of her, gently humping into the crotch of her panties as she filled them with cum.

“Ngh, I uh… sorry about that. I got a little caught up in it.”

“Hmm, well, be more careful next time. I think you’ve gone and ruined another pair of my panties.”

“Heh, you uh… you think so?”

Twilight sat back up between Rarity’s legs and pushed her thighs upward, taking a moment to just a appreciate the view. Resting between Rarity's white thighs was the little black cloth of her panties, covering the slight bulge of her pussy and now completely drenched in Twilight's cum. Twilight slowly slid them up Rarity’s legs, watching with her mouth agape as thick strands of cum stretched between Rarity’s labia and the crotch of her panties, steadily dripping back down onto her.

“I suppose I could forgive you if you can make clean up fun.” Rarity said with a wink and Twilight just smiled as she pulled the wet panties free of Rarity’s feet.

“Sounds like an easy enough task, but…” Twilight leaned back over Rarity to give her a quick peck on the lips. “Only if you’ll clean these.”

“Darling, honestly, I don’t think they’re worth salvaging”

“No…" Twilight smirked. "That’s not what I mean.”

She held the panties up in front of Rarity’s face, causing the girl to blush.

“Oh… well, I suppose I cou-”

Rarity was cut off as Twilight shoved the crotch of the cum soaked panties into her mouth and placed her lips back against Rarity’s, pinning the panties between their mouths as she briefly tongued the wet cotton.

Twilight returned to between Rarity’s legs and hastily began her clean up job, catching the cum that had dribbled out onto Rarity’s inner thighs and working her way inward from there. She could hear Rarity humming through the panties as she tongue-bathed her pussy, taking a moment to play with Rarity’s inner lips, sucking them into her mouth and dancing over them with her tongue.

As she prodded Rarity’s entrance, her former imaginings returned to her, slipping her tongue into the girl’s pussy and idly wondering how long it’d been since Rarity had eaten pussy. A memory from further back floated through Twilight’s mind and she parted from Rarity’s slit suddenly.

“What if we had a threesome?”

“Hm mnm, mmf.” Rarity started to speak and huffed, rolling her eyes as she pulled the now even more soaked panties from her mouth. “I’m sorry, darling, but I must've misheard you.”

“A threesome,” Twilight repeated straightforwardly. “I think it’d be fun to try.”

“A-are you sure? I mean, maybe we’ve gotten a little repetitive with our own lovemaking, but-”

“No no, it’s not that.”

“It just seems a little unprovoked is all. What’s brought this on?”

“Well, when we had our little talk after Christmas… you did say that I could have something in return. Anything I wanted.”

“Darling…” Rarity’s face turned bright red at the sudden memory. “T-that was months ago. I thought you’d just forgiven me.”

“Oh, I did.” Twilight squeezed Rarity’s thigh reassuringly. “I still thought I should hang on to that blank check though until I could think of something really good.”

“And you’ve decided you want to have a threesome?”

“I thought I’d pick something we can both enjoy. But if you’re not comfortable with doing it, Rarity, then I won't say anything more about it.”

Twilight crawled back up to meet Rarity’s eyes and kissed her sweetly, Rarity looking back expectantly as she thought.

“Twilight… are you really okay with it? I mean, we can’t ignore what happened on Christmas…” Rarity blushed as she looked at Twilight. “I just don’t want to feel like you’re only doing this for me.”

“Come on, Rarity. I’ve had months to forget about that. Do you think I would’ve brought it up after all this time if I didn’t like the idea?”

“Do you like the idea of me being with another woman?”

Rarity frowned a little but Twilight just grinned and shook her head.

“You know, I'll be there too. That’s kind of the point of a threesome... that there's three of us.” Twilight smirked as Rarity suddenly avoided her gaze and she playfully poked the girl’s sides, forcing her to smile and wriggle. “So how about you then, Rarity? Can you handle me being with another woman?”

“Well, I always thought you might, before we became exclusive… so it doesn’t sound that odd, really. I’m just surprised that you’re the one to suggest it.”

“You know, Rarity. Back then, when we were just having sex? I think I would’ve been hurt to see you with another girl because I wanted to have you all to myself so badly. But, now that you’re stuck with me-” Twilight grabbed Rarity’s waist ticklishly and moved in quickly to cover her scrunched up face in smooches. “Well, maybe I kind of like the idea of getting to share you. Just a little.”

“Oh, is that so?” Rarity grabbed Twilight’s hands to make her stop, looking somewhat incredulously up at her. “And what makes you so confident?”

“It just gives me a chance to show you off to the girls who wish they could have you.” Twilight rested her hips against Rarity’s, her faded erection lying against her lover’s mound. “Because I know that you couldn’t be satisfied with just girls anymore.”

“Okay… so maybe you have me figured out.” Rarity smiled sweetly, unable to withhold her blush as she kissed Twilight. “If you’re really truly sure.”

“We have to try it at least once. Right?”

“Well, dear, since you brought it up, I presume you have a particular girl in mind?”

“Actually, I wanted you to be the one to choose our third. Though I can probably guess who you’ll-”

“How about Rainbow Dash?”

“...Really? Rainbow Dash? I thought you’d want to get a little closure with Sunset or something.”

“Trust me, dear, the thought certainly crossed my mind.”

Rarity looked away and bit her finger at the thought, drawing a smirk out of Twilight. Twilight rolled her eyes at her tease of a lover and playfully smacked the girl’s ass bringing her attention back.

“It crossed your mind, and?”

“Well, after she and I talked a bit over Christmas she decided she wanted to really knuckle down and go after Applejack.”

“I thought she was going after Rainbow Dash?”

“Well, yes. First, she wanted to get back with Rainbow. But then she wanted to really go after Applejack.”

“That girl gets around doesn’t she?”

“Hm, I mean, I was almost added to that list, so…”

“This is your last chance, Rarity. We could both be notches on Sunset’s belt.”

“Twilight, please stop talking.”

Twilight smirked and leaned back down, kissing Rarity a little messily and sucking on her bottom lip.

“I’m just a little surprised is all that you’d choose Rainbow Dash, of all girls.”

“Dear, I know she’s never been my style but she is rather cute don’t you think?

“Of course I do. And it probably doesn’t hurt that she’s had a long-standing crush on you, huh?”

“It’s certainly a factor dear. I remember Sunset telling me how crestfallen she once was over our relationship.”

“And you want to cheer her up by letting her hook up with us?”

“...Twilight, you’re the one that suggested the threesome.”

“Oh, right, sorry. I’m still not used to being the deviant one.”

“And just what is that supposed to mean?”

“Uh… I’ll um, go talk to Rainbow, okay? See if she’s interested.”

Twilight started to get up and Rarity hooked her feet behind the girl’s back to keep her from leaving.

“I’ll go ahead and text her for you,” Rarity reached up and stroked Twilight’s hair, guiding her back between her legs. “While you finish up down here.”

“Oh right. I’ll take care of you real quick.”

Twilight smiled and grabbed Rarity’s thighs again, rubbing her thumbs into them as she flicked her tongue through Rarity’s slit.

“Please, dear, take your time.” Rarity cooed, keeping one hand secured in Twilight’s hair while her other held up her phone, her thumb quickly tapping across it. “Mmn, do you want her to meet you at the mall?”

“Um, no, somewhere with fewer people around. How about the park?”

Rarity twitched as Twilight dove back into her depths with her tongue but her thumb quickly tapped out her message and sent it within seconds.

“All- a-all sent, dear!” Rarity’s voice squeaked as Twilight worked surprisingly quickly on her.

Twilight just barely parted from her lips to glance up at her. They both heard the ping on her phone and shared a look with one another, their excitement over this new sexual venture clear on each of their faces.

“Do you think she’ll go for it?”

Rarity started breathing a little faster as she thought about it and pushed Twilight’s face back into place, quickly typing out her response on her phone.

“Dear… there isn’t a chance in the world that she won’t go for it.”

————————————————————

Rainbow slowed down to a walk as she entered the park, naturally gravitating toward the gazebo that she and the girls had met up at many times before. She idly pulled her phone back out as she walked, the texts standing out in her mind and looking back over them out of curiosity. Rainbow felt a faint blush as she realised that Twilight must be coming from Rarity’s house.

If it was important enough to pull Twilight away from what Rainbow could only assume the two were doing then, well, she guessed it must be important.

“Oh!” Rainbow spotted Twilight entering the park and waved her hands over her head. “Hey, Twi! Over here!”

Twilight quickly spotted her and started walking toward her, gesturing Rainbow over to meet her halfway.

“Rainbow, you’re here. Uh, hey, do you want to take a walk? Like, over there where there are fewer people?”

“Heh, uh sure, I guess. Why?”

Twilight motioned for her to follow, not saying anything until the two were on the promenade that lead along the edge of the park. Rainbow continued to watch Twilight curiously as her friend walked close to her side but was still hesitating to talk.

“Uh, hello? Earth to Egghead. You asked me to come all the way out to the park to meet you so you obviously have something to tell me.”

“R-right, sorry. Just… thinking.”

“So it is something important. I mean, it’d have to be if it pulled you away from some alone time with Rarity.” Rainbow said low, elbowing Twilight in the side teasingly.

This made Twilight perk up and she developed a blush, glancing sideways at Rainbow and making herself smile.

“Um, yeah… that’s kind of what I wanted to talk about.”

There was another long pause and Rainbow just shook her head, reaching out and smacking Twilight on the back.

“Hey, I’m all ears. Just spit it out.”

“Sorry, I’m just a little nervous.” Twilight wasn’t really sure how to begin but she’d already decided on going through with it so she tried jumping right into it. ”Um… hey, do you still have a crush on Rarity?”

“What?!” Rainbow was caught off guard by the question and looked away. “What brought that up? That’s old news. I got a thing going on with Sunset now. It’s all cool.”

“Uh, sorry. Didn’t mean to upset you.”

“I’m not upset!” Rainbow said a little too loudly, clearing her throat and calming back down. “Anyway, I used to have a thing for Rarity and now I don’t. What about it?”

“Right, um…” Twilight paused again, thinking about Rarity and regaining her resolve. She took a moment to relax her shoulders and take a deep breath. “Rainbow, listen… Rarity and I were wondering if… maybe… you’d be interested in joining us for a- a threesome.”

Rainbow stopped walking immediately. Twilight had said that last part kind of softly but what it sounded like had caught Rainbow completely off guard and she shook the thought out of her head.

“Heh, wow, I definitely heard you wrong. Run that by me one more time?”

Twilight stopped walking as well and looked straight at Rainbow, her deep blush giving Rainbow an uneasy feeling.

“I uh… I think you heard me right.”

“Trust me, Twi. I heard you wrong.” Rainbow shot back sounding a little annoyed. “Just say it again!”

“I don’t want to say it again.”

“Well, you pulled me out to the park just for this, so you’d better-”

“A threesome!” Twilight suddenly shouted, quickly glancing around herself for any unwanted spectators and ducking her head down. “Between me and Rarity. Are you interested?”

Rainbow looked more offended than shocked at Twilight’s words and walked quickly over to her, causing the girl to try and back away before Rainbow grabbed onto her shirt. Rainbow had a faint blush but her brow was tightly creased.

“Are you trying to make fun of me, Egghead?” Rainbow asked quietly, struggling to keep eye contact with Twilight. “Cause if this is some kind of prank-”

“No, it isn’t!” Twilight swallowed a lump in her throat and placed her hand gently on Rainbow’s shoulder to try and calm her. “We both want to give this a try and… Rarity said she wanted you to be our third.”

Rainbow immediately let go of Twilight, that last part making her heart start to pound. The thought that Rarity wanted this to happen almost seemed too good to be true. Rainbow took a step backward, hesitant to respond and feeling a sudden sinking feeling in her stomach.

“Um… shit." Rainbow looked at Twilight's face and bit her tongue. "Twi, be serious. Is this a joke?”

“Mn-mm.” Twilight shook her head as she smoothed out her shirt, softly blushing back at Rainbow. “So, are you interested?”

“Yes! Er… of course I’m interested, but…”

“But, what?”

“I don’t know. Is it really that simple? You’re basically asking me if I want to fuck your girlfriend… there’s got to be more to it, right?”

Twilight felt a small burst of confidence at Rainbow’s remark and placed a hand on her hip, smirking at her friend’s uncharacteristic timidity.

“You know, you’ll be fucking me too.”

Rainbow was uncomfortable with how hard that made her blush and avoided her friend’s eyes at all costs, feeling herself break a sweat.

“Y-you know what I mean…”

“Well, okay… there are a couple of conditions, I suppose.”

Rainbow’s eye twitched and she managed to look back at Twilight. She glanced around herself for spectators and gestured for Twilight to resume walking with her. She tried to force her shoulders to relax but her cheeks still felt hot and her heart still raced.

“Okay, so this is real… um, w-what are the rules?”

“I wouldn’t call them rules-” Twilight paused when Rainbow shot her a glare and she corrected her train of thought. “Just two things, okay? Number one: and don’t tell Rarity I said so, but I want you to let her stick her toes in your pussy.”

“Uh…” Rainbow was a little caught off guard by that one and had to reaffirm that Twilight had a straight face. “That’s… a weirdly specific one. But, I mean, okay. I’ll do it.”

“Thanks, Rainbow Dash. It’ll mean a lot to her, trust me.”

“No problem.” Rainbow blushed again and cracked a smile. “Never would have taken her as the type.”

“Yeah… I’m kind of the one to blame for cultivating that one.”

The two shared a knowing look and burst into giggling, walking closer together until their shoulders bumped into one another. Rainbow released a long sigh, finally feeling some of her tension dissipate and allowed herself to just relax with her friend.

“I’ve always wondered what kind of stuff you two got up to together.”

“You have?”

“Well, yeah. I mean, you’re like, the luckiest girl in the world, so… I’ve kind of thought a lot about it.”

“Aww, I bet Rarity would like to hear that.”

“What? No, don’t tell her that! Anyway, tell me the second thing already.”

“Oh, uh right. So, the second thing I can’t actually tell you just yet but I need you to promise right now that you’ll keep it absolutely secret.”

“What, do you want me to keep secret that we fucked?”

“No, it’s something a little more intimate. I’ll tell you in the bedroom. But promise now.”

“Um, okay, I guess… but if it’s something super weird like you have a secret diaper fetish then I can’t make any promises.”

“Rainbow…” Twilight shot her a glare and Rainbow backed down, getting the picture.

“Okay okay, I’ll keep whatever it is a secret. Promise.” Rainbow said, raising her hands in defeat. “I mean, I would basically do anything to get to fuck Rarity.”

“Well, then it’s agreed. You’ll finally have your chance to have your way with Rarity,” Twilight felt her burst of confidence return and took one more chance to be the teasing one, moving behind Rainbow and wrapping her arms around her waist. “And I’ll get to do what I want with you.”

Rainbow halted in her tracks at her friend's sudden advance, feeling a slight shiver from Twilight’s breath on the back of her neck.

“Whoa… I never thought you could even be sexy.”

“Shut up.” Twilight shot back, squeezing Rainbow’s waist a little tighter and resting her chin on the girl’s shoulder. “You’re about to learn a lot more about me, so get used to it.”

Rainbow laughed it off, a significant amount of heat returning to her cheeks as thoughts of the two girls entered her mind. She tried to imagine Twilight's and Rarity's bodies, seeing them together in bed, feeling them against her own.

Thoughts of Twilight almost fell away as she pictured Rarity’s nude form, unable to truly believe that it would soon be hers. Seeing Rarity’s pussy, tasting it, pleasuring it. She imagined Rarity between her legs, the girl’s slender body, her red hair, her broad shoulders, her-

“Shit…” Rainbow felt her heart sink as her mind instead filled with images of her and Sunset’s own nights of passion. As much as Sunset insisted that they were nothing but hookups, Rainbow couldn't help but feel a little differently. Even Sunset couldn’t deny how intimate the two had become and the thought that she could even just accidentally hurt Sunset’s feelings made her question if a night with Rarity was worth that. “Goddamnit…”

Twilight heard her friend curse under her breath and let go of her waist.

“Are you okay, Rainbow? It’s settled, right?”

“I uh… listen, Twi. I kind of have this thing going with Sunset and…” Rainbow turned to look at Twilight, taking a step away from her. “Um, I’m just gonna go and double check with her. That it’s okay, I mean.”

“Oh… sure, no problem.”

“But don’t take that as me not being interested! I just- I just wanna make sure I don’t mess something up.”

“Just text me later, okay?”

“Heh, yeah, definitely.” Rainbow smiled awkwardly at Twi, not-so-subtly looking the girl’s body over and rubbing the back of her neck. “You know, I never really noticed, Twi, but you’re pretty cute.”

“Thanks, Rainbow.” Twilight faintly blushed back. “I really hope you join us.”

Rainbow’s mind felt blank and she just stared at Twilight for a moment, not sure what more to say and taking another step backward.

“...I’d better get going. I can catch Sunset while she’s still at home.”

Rainbow didn’t say another word and turned around, taking off running toward Sunset.

New And Exciting

-

Sunset grabbed Rainbow by the collar of her blouse, looking down incredulously at her small friend and Rainbow was once again reminded why to be more careful around Sunset.

“Dash, I’m going to need you to repeat that one more time. Because you couldn’t have said what I think you said.”

“It’s just that… I mean, we kind of have a thing going, so I wanted to make sure it’d be okay.”

“A threesome?”

“Yeah.”

“With Twilight and Rarity!”

“Uh-huh.”

Sunset gritted her teeth and Rainbow winced as she was lifted slightly off of the ground, feeling herself start to sweat.

“And you didn’t agree to that immediately?!”

“I-it’s not like it’s off the table now or any-hng.” Rainbow grunted as her ass met the ground and looked cautiously up at Sunset. “I just wanted to double check.”

“Run.”

“What?”

Their eyes met and Rainbow flinched at the look Sunset was giving her. It somewhat reminded her of the girl’s days as her and her friends' high school tormentor.

“I think you have something to go tell Twilight.” Sunset cracked her knuckles. “I’ll give you ten seconds.”

Rainbow swallowed a lump in her throat and scrambled to her feet, taking off in the other direction as she heard Sunset yell after her.

————————————————————

Rainbow had ended up doing a lot of running that day. Nothing she couldn’t handle but she was having trouble even keeping track of what had happened that day. She slowed down to a jog as she felt her phone vibrate, having come back to the park without really thinking about it.

She glanced at her own message she’d sent a moment ago:

Sunset said it’s okay.

Rainbow couldn’t help but laugh to herself at the oversimplification but moved on to Twilight’s response.

That was quick. I’m at the Sweet Shop
are you nearby?

“Hm…”

The shop was about a mile from the park but Rainbow was feeling the need to sweat and so she grinned, tapping her thumb across the screen before taking off running again.

Yea. Be there in a sec

Twilight smiled at her phone and stuck it back into her pocket.

“Well Mr. Cake, it looks like I’m waiting for a friend too.”

“Would you like a drink while you wait? How about a tea?”

“Yeah, could you give me the same thing you made for Rarity last time? Do you remember?”

"Of course, she had a London Fog. Is that all for you then?"

"Yes, thank you." She smiled and placed her card on the counter.

“Alright, be right up, Twilight. And I’ll let you know when the coffee is ready too.”

Twilight turned and went to take a seat, naturally gravitating toward her usual seat at her friends’ table although she was the only one of them here at the moment. As she sat down she idly glanced out the window, watching people walk past as she thought.

Whenever she and Rarity were together, her mind always got a little fuzzy and at times she made surprising decisions very quickly. While their’s was no longer a purely sexual relationship it was a very important part of it and at times it felt like her mind had come to rest between her legs rather than in her head. It felt good to sometimes come to the shop alone away from her own heat and give herself a moment to think straight.

“Here you are, sweetie.”

Mr. Cake set her drink down in front of her with her card and offered a kind smile.

“Thank you.”

Twilight smiled back and put her card away, slouching a bit in her seat. She took a moment to inhale the scent of the bergamot and vanilla, letting it clear her mind of the morning she’d spent inhaling mixed arousal and sweat just as deeply.

The threesome had come about so suddenly to herself but she was happy with Rarity’s reaction. There was no doubt in Twilight’s mind that their sexual explorations were only held back by their own misgivings about one another’s feelings. But their relationship had for a long time been defined by constantly pushing the red line of what was okay with one another.

That had slowed down when they began to take things more seriously between themselves but it still felt like the core of what they had together to Twilight. She wanted to have the freedom to explore herself and because she was with Rarity she felt able to push the limits of what the two were comfortable with.

Twilight took a sip of her tea latte, surprised to see Rainbow outside the window already running up to the Sweet Shop. She perked up as the front door jingled and Rainbow walked in, resting her hands above her head as she caught her breath.

Twilight set down her drink and took a moment to linger on Rainbow’s body, feeling a flutter in her stomach. Between Rarity and her, things were very familiar, they knew one another inside and out. Rainbow was a close friend but sexually she was an unknown variable and that was such an exciting idea to Twilight.

“Well, that was quick,” Twilight called out to her friend.

Rainbow looked up at Twilight, coming quickly over to her and plopping down into the seat next to her. Just as she sat down, however, Twilight stood up, called away by Mr Cake. Rainbow just closed her eyes and sat limply in the chair for a moment, tugging at her collar as she cooled down.

“Okay, let’s go.” Twilight patted Rainbow on the back as she returned to the table, two bags of very fragrant coffee in her arms.

“Uh… hold on…” Rainbow breathed. “Can’t we take a moment to rest?”

“No.” Twilight gave her friend a sly look. “I want to go home and get started.”

“Wait… you mean we’re doing that tonight?” Rainbow asked a little too loud.

“Shh.” Twilight glanced around but the other occupants just ignored them. “Did you not want to do it tonight?”

“No- I mean, yes I do but- I just wasn’t expecting it tonight.”

“Well, we won’t even wait until then if I can help it,” Twilight said teasingly. She brushed her fingers over Rainbow’s neck but came back covered in sweat, casually wiping it on her skirt. “Grab my tea, for me.”

Rainbow was once again caught a little off guard by this more forward, sexy side of Twilight: nothing that she’d have ever expected from her nerdy friend. Having calmed down enough from her running Rainbow stood back up to join her, picking up her drink and following her out the door.

“I guess I’m lucky you were waiting at the shop then.”

“Rarity likes to get her coffee beans from here.” Twilight waved Rainbow around her car, setting down the bags of beans before climbing in. “I was just as surprised by how quickly you dealt with Sunset. So I guess she had no problems with it?”

“Heh, yeah. You could say that.” Rainbow cleared her throat as she got in the car and set Twilight’s drink down, not looking directly at her friend. “She was actually very encouraging.”

“That’s good to hear. You know, I want to be honest Rainbow. I initially wanted this to be with Sunset.”

“You did?”

“Mm-hm. But Rarity wanted it to be you.”

Rainbow could almost hear Sunset’s knuckles crack in her ear and she felt a shiver up her spine.

“Uh, please never tell Sunset that. Like ever.”

Twilight just laughed to herself and pulled out her phone to text Rarity.

“Oh hey, do you want to help me tease Rarity real quick before we go?”

“Sure, why not. What do you w-” Rainbow was cut off by Twilight’s lips suddenly on hers.

Rainbow stared down at her friend’s face as she felt her tongue invade her mouth and play with her own. Twilight didn’t seem to be holding back though so Rainbow closed her eyes and hesitantly kissed back but Twilight just as quickly stopped and sat back in her seat.

“Uh…”

“Oh, it looks perfect.”

Twilight flashed her phone’s screen to Rainbow, showing a photo of the two locking lips. She tapped out a quick message and sent the photo.

Starting without you.

“Rarity won’t get mad at you for that?”

“Ooh, I kind of hope she does. That’d be really cute.”

Rainbow wasn’t sure how to take that and said nothing as Twilight started driving.

“You know, Rainbow,” Twilight started, Rainbow’s attention already on her. “You’re the first girl I’ve kissed other than Rarity in a long time.”

“Huh… didn’t seem to hold you back though.”

“Well, there’s a lot of things I’ve only done with Rarity. So get ready.” Twilight felt her phone vibrate and picked it back up, glancing down briefly at it and handing it to Rainbow. “Here, see what she said.”

Rainbow took the phone and opened the message, faintly blushing as she silently read it.

When you get home she’s mine.

“Whoa...”

“What’s it say?”

“Uh… when you get home she uh… she says I’m hers.” Rainbow could barely say it with a straight face and handed the phone back.

“You're excited, aren't you?”

Rainbow just stared at the way Twilight smiled. She had acted so nervously earlier but she seemed to have totally gotten over it and it was making Rainbow out like the awkward one. But the thought of what was waiting for her did, in fact, make her very excited, in more ways than one.

“Would it be weird if I said this feels special.”

“Not at all,” Twilight reached over and squeezed Rainbow’s thigh, smiling brightly. “This is definitely special.”

“Yeah… I’m pretty excited.”

Coming Together

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.