A Rainbow at Dusk

Chapter 1; A Stallion in Mare’s Clothing.

“No,” Rainbow Blitz muttered to himself, resting his chin on his hand as he surveyed the people in the room. His other hand swirled his drink, ice clinking quietly. The sound of cheesy, generic techno-pop music filled his ears, his growing headache pulsing in time with the beat. Cerise eyes half lidded with boredom, he knocked back the rest of his drink and scanned over the room again. There was a stallion that had just walked in, but as Blitz eyed him up from his flat ass to plain, boring clothes and uninteresting face, he sighed. “Not a chance.”

Seriously? Was this all ponyville had to offer? Sure, it might not have been the largest town out there, but there had to have been more than this! This was pathetic. Insulting, even.

Almost as insulting as the fact not a single guy had approached him or bought him a drink. Sure, he may have been fairly plain himself, with nicely fit blue jeans and a blue shirt that wasn’t tight enough to show off his muscular abs. Even still though, he thought he looked pretty damn good. At the very least good enough for someone to take a shot at. Not even that he wanted them to; so far he’d not spotted a stallion that looked worth his time. Well, there were two of the regulars sitting at the opposite end of the bar, but they were on the weather squad with him. If there was one thing he learned early on in his life, it was to never mix work with pleasure.

No matter how pleasurable.

Blitz lifted an eyebrow as another new face walked in, wearing a tight white shirt that showed off his muscles. “Ugh. So not my type.” He huffed a breath out his nose. Flagging down the bartender, his glass was refilled, and he didn’t even hesitate as he downed it in one go. The alcohol burned his throat on the way down, but maybe it would make someone in here appealing.

“Is there, like, another gay bar I don’t know about? Because last I checked this is the only one in town.” Maybe one had opened up without his knowledge? Farfetched, but at this rate he wondered if maybe it had flown below his gaydar.

Then he spotted a guy exiting the bathroom, and his eyes widened; perfect. A nice, squeezable ass, toned but with just the slightest hint of curves under his loose-fitting clothes. Jackpot! Rainbow stood, taking a moment to adjust his mane, and put a little extra sway into his hips as he made his way over. His eyes met the mystery stallion, and Blitz waggled his eyebrows ever so slightly. Not enough to be cheesy, but enough to make his intentions known. The guy’s expression changed to one of surprise, and he raised his hands defensively.

Blitz blinked and dropped the charade, tilting his head when they were close enough to hear each other over the terrible music. “Hey, you-”

“I’m flattered,” the stallion said quickly, cutting him off. “But I’m not gay. Just here with a friend.”

Rainbow blinked once. Then twice. Then nodded. “Right. Sorry.” He turned and didn't even bother returning to his seat; a handful of bits were basically thrown at the bartender as Blitz stormed out of the bar into the dark street. The music seemed to follow him, its muted sound muffled from the building haunting him as he flapped his wings and took to the sky. After a moment of flying, when he was sure he was out of earshot, he screamed.

“Seriously!?” he yelled, waving his hands in vague frustration. “Who the hell goes to a gay bar when you aren’t even gay!?” Blitz fumed a moment, teeth grinding. “What is wrong with this place? The only guy worth it in there and he’s fuckin’ straight! And no one ever hit on me!”

It was an injustice. An assault on the very core of his identity. He had guys practically throwing themselves on him back in Cloudsdale, but Ponyville? What, were they scared of the wings? Did he have something in his teeth?

He blinked.

Was he too famous to approach?

Blitz shook his head. “Augh! That’s not the point; none of them were my type anyway. Where’s a cute, twinky stallion when you need one? I’m not asking for much here! Just anyone not a musclehead.” He hooked to the heavens as though Faust would answer his prayer and deliver the perfect one-night stand into his arms.

No such godly light shone upon him, however, and he resigned himself to going home and rubbing one out.

“Ugh. I need a wingman. Someone to hype me up who’s not gonna try and steal my catch, and will help me pick a target.” He frowned, scratching the back of his head as he flew. “Butterscotch doesn’t have the backbone. Elusive is… yeah; no. Bubble Berry?” Blitz stuck out his tongue. “He’d just disappear on me. And Applejack wouldn’t set foot in a gay bar if his life depended on it.”

A light caught his eye, and he turned, finding a familiar tree with a familiar window illuminated well into the night. “Dusk?” He rubbed his chin thoughtfully. “Dusk might work. And I don’t think he’s gay…” he blinked, realziing he actually didn’t know which way his nerdy friend swung. “Well, either way it’s not like he’s gonna be swiping my prize. Huh…”

An idea formed that, to his drunk and horny mind, seemed pretty good. “Bet he could teleport us up to Canterlot.” He snapped his fingers. “The night’s not over yet! Come on, Dusky, you’re gonna help me get laid.” A grin spread across his face. “And maybe you’ll get some too; who knows. The night’s still young.”

With a near-silent flourish of feathers Rainbow Blitz landed quietly on the balcony of Golden Oaks library. The light from within barely illuminated him as he stepped up to the doors that were almost always left unlocked ever since he and Dusk Shine had become friends. He’d only taken advantage of the trust his friend had shown him once or twice for pranks, but in his defence they were some of his best.

Shaking the thought - and staggering slightly as the world spun - Rainbow reached a hoof for the handle only to stop dead in his tracks. Sure enough, Dusk Shine was in his bedroom, but unlike normal he wasn’t hunched over his desk with his nose buried in some ancient text or equally nerdy book. Instead, the unicorn was practically skipping across his room, wearing a towel around his head and nothing else.

Well, almost nothing else. Blitz had seen most of his friends naked before; a direct result of entering through windows rather than doors. Usually unannounced. He’d been chewed out for it before but he’d never seen the big deal; they were all guys, after all. What was the problem? He’d seen it all before in locker rooms and bedrooms anyway.

The problem in this specific scenario was that Dusk Shine wasn’t totally naked. Instead, the lithe little stallion’s junk was covered by… well, there was no other way to put it; panties. Bright pink panties, a few shades lighter than the strip of pink in his hair. Rainbow’s jaw nearly hit the floor, and before his drunken mind could catch up with his eyes he was already tracing the contours of Dusk’s ass through the thin fabric.

“What the fu-” Blitz slapped a hand over his mouth and pressed himself against the trunk of the tree, out of sight from the large, glass double doors. He held his breath, counted to three, and cautiously peeked in again.

Dusk seemed oblivious to the stallion watching him, a curious little smile on his lips as he cast aside the towel from his head and with a flick of his horn brought a brush to his hair. With a sigh of relief Blitz relaxed. Alright, he thought to himself, so Dusk is wearing panties. Whatever. Get over it, and get out of here before he sees you, you idiot!

He didn’t move.

Seemingly satisfied with his hair, Dusk wandered over to his dresser and pulled it open with a brief flash of magic, bending over and rummaging through it. Inadvertently giving Blitz a perfect view of his ass. And what an ass it was! Almost perfectly round and smooth, small enough to fit nicely on his rather small figure but still large enough to promise a nice, meaty smack if-

You really need to stop thinking about your friend like that. Blitz forced himself to look away, every step a mental battle as he walked back from the window. Just leave. Pretend you never saw any of this, and- oh dear Faust is that what I think it is?

It was. From within his drawer Dusk had pulled a black-and-violet striped miniskirt. It was laid out on his bed as he returned to his digging.

There’s more?

Blitz looked between his friend and the open sky. After a moment, he pinched himself, and nodded. Not a dream. Well there’s no way I’m leaving now. Resolved to see this thing through to the end - whatever the hell this was - Blitz watched has Dusk continued to lay distinctly not-stallion clothing on his bed. After the skirt came a pair of thigh-high stockings, striped to match the skirt, and a dark pink crop top that matched the off-colour stripe in his hair.

Looking over his selection, Dusk seemed to consider the clothing for a second, before snapping his fingers and lighting his horn. A separate drawer opened in the vanity table, and a bright pink choker with a silver medallion joined the clothes.

No. Fucking. Way. He’s… he’s not actually going to wear that… is he?

Blitz licked his painfully dry lips, unable and unwilling to look away as, sure enough, Dusk sat on the edge of his bed and slowly, almost sensually, started pulling the stockings up his legs. Blitz couldn’t look away if he wanted to - and he definitely didn’t want to. The unicorn took his time, rolling up the second sock and running his hands down his legs, smoothing the creases and highlighting every curve. When he was satisfied he stood and turned around, facing the bed and the window from which his peeping tom could clearly see the slowly-growing bulge straining against his panties.

If the tightness in Blitz’s jeans was any indication, Dusk wasn’t the only one getting excited.

The skirt was next, slid up his long, slender legs without much fanfare to rest on his girlish hips. It just barely reached down to the bottom of his asscheeks, and as Dusk gave a little twirl the hem lifted to give a teasing peek at his panties. Somehow that little flash was even more enticing than anything Blitz had seen up until then. Then Dusk pulled the crop top over his head to rest on his shoulders. It stopped just shy of his belly button, exposing a tantalizing slice of midriff and hanging loosely over his lean chest. He’d always had a slightly femenine figure, but with those clothes he looked more mare than stallion.

To top it all off, the little pink strip of fabric was pulled taut against Dusk’s neck, the small silver disk resting against his tiny adam’s apple. With the ensemble complete, Dusk strutted over to his vanity mirror to inspect himself. From the look on his face, he very much enjoyed what he saw. He spun around, eyes transfixed by his own curves as he stopped with his back to the mirror, looking over his shoulder and brushing his tail aside. Dusk bent over and reached a hand back to grope at his own ass, and Blitz nearly choked on his own breath as Dusk gave his cheek a firm smack, sending ripples through the flesh.

Holy shit. Blitz’s hand had wandered to his crotch of its own accord, but as it found his rapidly hardening member he wasn’t about to stop it from rubbing himself gently through his pants.

Seemingly satisfied, Dusk straightened himself and practically ran over to his closet.

More? What the hell else do you- oh. OH. Upon seeing what Dusk pulled out of his closet, Blitz felt like an idiot. Blaming his half-drunken state for missing the obvious (even if the show had significantly sobered him) Rainbow Blitz settled in for the long haul as Dusk returned to his bed, a bottle of lube in one hand and a large, twelve-inch horse dildo following in his magic grasp.

Blitz knew the decent thing to do would be to leave. Like, ten minutes ago. But those ten minutes had come and gone and really, what extra harm could another ten minutes do? What was a little voyeurism between friends, right? Besides, if Dusk really didn’t want to be watched, he’d have drawn the curtains. It didn’t matter if the window was high enough off the ground to be assumed safe from prying eyes. Some people had wings! He should have known better.

The pegasus was pulled forcefully out of his thoughts when, with a flash of magic, the dildo affixed itself to the baseboard of the bed, flopping at roughly waist-height. After a moment of seamingly admiring the faux-cock, Dusk knelt down in front of it, the flared head staring him in the face. The femenine stallion reached up, gently wrapping his hand around the base - the girth such that his fingers just barely reached all the way around. Laying a small kiss on the head, Dusk leaned forward and stuck his tongue out, running it in a long, slow lick from base to tip.

Blitz’s cock throbbed against his leg.

Running his tongue along his lips and smiling in a way that sent a tingle along Blitz’s shaft, Dusk opened his mouth and wrapped his lips around the tip of the dildo. Blitz could see the way the femmy stallion’s cheeks sucked in as his head bobbed, his hand pressing more firmly against his length in a subconscious attempt to mimic what that dildo must have been feeling. If he was anywhere close to right, that was a very lucky piece of rubber.

After a few slow, shallow bobs, Dusk seemed to get more into it, his eyes closing as, with every thrust, he took an extra inch or two into his mouth. Blitz’s jaw dropped as he watched more and more length disappear before his eyes. By time Dusk had reached the medial ring there was a visible bulge in his neck, pressing outward against the choker. Still he kept going, his throat twitching and spasming around the thick length he was forcing down it, and Blitz felt a strange mix of aw and horror as Dusk’s nose hit the bed, all twelve inches of artificial cock held within his tight, wet throat. The bulge traveled all the way past the choker, nearly running into the petite stallion’s collar bone.

Right then, Blitz would have given his wings to trade places with that dildo.

Dusk held the position for a few long seconds before finally drawing back and allowing the cock to slide fully out of his mouth. Long, thick strings of saliva connecting his lips to its head. The stallion panted a moment before wiping his mouth and breaking the connection, his horn lighting. The fake cock detached itself from the headboard and instead sat upright on the floor. The bottle of lube floated over, and Blitz bit his lip in eager anticipation as it was drizzled over the dildo.

With a hungry smile Dusk stood and sauntered over to the toy, facing the window but far too involved to notice his audience. He knelt down, his skirt obscuring the faux cock from view but Blitz didn’t need to see anything to know exactly where it was going, and his eyes were more focused on the other dick in the room anyway; Dusk’s stallionhood was now fully hard, poking out the top of his panties and tenting out his skirt. The flat, flared head stuck out just beyond the hem, holding up the fabric enough to give Blitz a good look as the pink panties were pulled aside.

Blitz shivered, looking down and realizing he’d unwittingly undone his pants and pulled out his own member, one hand slowly rubbing its length.

“Ahhn~” The pegasus’s head shot up as he heard a muffled moan from within, and he could tell from the mix of pain and pleasure on Dusks’s face that the dildo had found its way into his ass. He took a moment to adjust, slowly sliding down then bouncing back up, a hand reaching down and bracing against the floor as his speed picked up. Every bounce brought his ass further and further down, his rock hard cock bouncing under his skirt, a visible pool of precum forming on the ground.

“Fuck,” Dusk whined, his voice light and femenine. “Fuck me. Harder.” He groaned, moving faster, ragged panting becoming audible through the glass. With a grunt of effort Dusk slammed down, his ass hitting the floor with a satisfying smack. A larger string of pre spurted from his dick across the floor as he sat for a moment, chest heaving as he caught his breath. With a coy little smile Dusk leaned forward, reaching out and sliding a finger through the trail of fluid. He held it up, examining it, then opened his mouth, and Blitz just about came as he watched Dusk’s tongue run along his hand as he started bouncing again.

Holy shit that’s hot. Blitz groaned as his hand worked faster on his own length. He felt himself starting to lose balance as his legs tensed, but with his reactions slowed by the alcohol still coursing through his system he was unable to stop himself from falling forward, his forehead smacking against the glass.

Fuck, fuck, fuck, fuck, fuck, fuck, fuck. Slowly, fearfully, Blitz looked up, and his heart stopped dead as his eyes met Dusk’s, the stallion frozen mid-thrust. Looking down, the pegasus realized he still had his twitching cock in his hand, pointed directly at Dusk Shine.

“Uh.” Blitz stood upright, dropping his dick. “Hey, Dusk,” he said awkwardly.

Dusk’s lips moved wordlessly, eyes wide.

“Riiiight.” Blitz scratched the back of his head, glancing between his dick and the stallion that had gotten him hard in the first place.

He hadn’t even finished.

Neither had Dusk.

Blitz looked up, eyeing the unicorn’s still throbbing member. He smirked. Maybe it was the alcohol. Maybe it was how horny he was. Maybe it was the fact that he’d been on a massive dry spell since the last time he’d gone back to Cloudsdale.

Maybe it was all of the above. Whatever the reason, a plan was quickly formed, and he acted on it without a second thought or a moment to second guess himself..

Before Dusk Shine could recover Blitz let himself in through the balcony doors (he hadn’t even locked them. It was like he wanted to be caught!) and slowly sauntered over to the kneeling stallion. Dusk’s brain seemed to lurch back into action as Blitz approached him and he tried to jump up right. But Blitz was faster, and he caught the stallion’s shoulder, pushing him down and keeping his ass impaled on the dildo.

“Well well, what do we have here?” Blitz asked rhetorically, grinning lecherously down at the intensely blushing stallion. He leaned forward, getting close enough for the first time to see the word ‘slut’ inscribed on the choker’s medallion.

“Slut?” He read aloud, smirking. “Is that what you are?”

“I-I-I.. Wha-... R-R-Rainbow I-...” Dusk’s jaw worked uselessly as he struggled to form a coherent thought. Between the ever-present pressure filling his ass, the shock, shame, and unexpected but undeniable arousal at having been caught, Dusk’s massive brain was effectively fried.

Blitz frowned, grabbing the smaller stallion’s chin and forcing their eyes to meet. “I asked you a question.”

“Wh-wh-what?”

“Are. You. A. Slut?”

“I-I-I…” Dusk stared up at him helplessly, cheeks flushed a bright red.

“Hmmph.” Blitz sneered almost disdainfully, pulling his hand away and standing straight, his fat cockhead staring level with Dusks’s face. “It sure seems like you are, and look at what you’ve done; you’ve gone and gotten me all excited. So-” his tone was flat and powerful and dominant as he gave his dick a single stroke “-what are you going to do about it?”

Dusk’s jaw dropped as the words reached his ears. His brain finally rebooting and fully comprehending his predicament for the first time. “R-rainbow, what-...” he cut himself off when his eyes met Blitz’s. The larger stallion was looking down at him expectantly, and he became painfully aware of his attire. Clothing that no one was ever supposed to know he owned, never mind wore. His shameful secret had been discovered by, quite possibly, the worst of his friends. There was no telling what Rainbow would do with this information. What he could do.

That was it; his life was officially over.

Shame burning hot on his face, Dusk was forced to turn away, unable to take the look the pegasus was giving him any longer.

“Well?” Blitz asked impatiently, shaking his cock and drawing Dusk’s eyes.

Dusk swallowed nervously. Rainbow’s dick just swayed gently, almost hypnotically, and Dusk realized he only had one option if he wanted his secret to remain a secret. Blitz was throwing him a lifeline. In exchange for Blitz not telling the world of his debauched desires, he would have to… have to…

With a small nod of his head, Dusk whispered; “I-I… I’ll take care of it. Just… please don’t tell anyone about this. Please.” Bringing his shaking hands up, he wrapped his fingers around the base of Blitz’s shaft, feeling it throb in his grasp. His entire body was shivering, anxiety and fear and shame all rolled into one and washing over him in crashing waves that left him barely able to focus on the task at hand. But there was no telling what would happen if he didn’t do this.

Seeing the way the smaller stallion was shaking, the fear on his face, Blitz felt like punching himself. Of course that was how Dusk was going to see it. How could he not? Blitz stepped back before Dusk could actually do anything, his member slipping from the unicorn’s grasp. “Dusk, stop.”

The unicorn balked at him. No! If he didn’t-

“I’m not gonna tell anyone,” Blitz said firmly. “I’m not blackmailing you here; you can say no, and I’ll leave and forget I saw anything,” he explained slowly, scratching the back of his neck.

Dusk blinked dumbly up at him. “You mean-”

“Promise. Pinkie Promise-” he mimed the motions quickly “-I’m serious. Say the word, and I’m gone.”

For a few long moments, Dusk just stared at the stallion standing in front of him, mind whirling with questions, until his leg shifted and he was reminded of the dildo still lodged in his ass. His eyes widened and he practically shot upwards, a slick pop signaling the toy’s exit as he stood upright, cheeks growing a few shades redder as Blitz entirely failed to hide a snicker. “Then what was with… that,” Dusk asked, gesturing vaguely at the window.

“I just… kinda felt guilty about, ah, interrupting you and thought… y’know; maybe you would be interested in a little fun?” There was a pause as he chuckled awkwardly. “Well, and the whole ‘watching you masturbate’ thing. That, uhh... yeah; genuinely sorry about that. But, in my defence, you’re kinda, sorta... really fucking sexy.”

If it was even possible, the unicorn’s face became even redder as his hands came up to cover his shame. “I… Rainbow…”

Blitz smacked a hand to his forehead. “Fuck, fuck,” he groaned, rubbing at his eyes. “I’m sorry. I don’t know what I was thinking. I never shoulda done… any of that. I’ve been drinking, and... Look, I’ll leave, and honestly; I’ll forget all about this.” He turned away, shoving his dick back in his pants as he started for the balcony door he’d entered through. “I’m such and idiot. What did I think was going to happen?”

Peeking between his fingers, Dusk watched Blitz’s back, and he felt his heart leap into his throat. Before he knew it, he'd reached out and caught the pegasus by the hand, stopping his retreat. Blitz turned and looked at him curiously, and Dusk stared at his feet, fiddling with the hem of his skirt. “I-I… uh… y-you don’t… have to go… i-if you don’t want to…”

Eyebrows lifting in surprise, Blitz nodded slowly. “Alright.” He moved back so he was standing right in front of the smaller stallion, Dusk’s eyes level with his chest. “So, if I’m not leaving, then…?” The question was left hanging in the air.

Dusk gave a furtive glance up at the taller stallion, and he chewed his lip anxiously. A part of him was screaming to just kick Blitz out and try and forget this ever happened. But a larger, much louder part of him recognized this situation for the opportunity it was, and it wouldn’t let that slip out of his grasp so easily. With a deep, steadying breath, Dusk slowly lowered himself back onto his knees. The dildo still stuck to the floor beneath him was banished with a flash of his horn.

Something told him he wouldn’t be needing it tonight.

Cautiously, Dusk lifted his head, and though his nerves were written plainly across his face, Blitz saw something else pushing its way from beneath the surface.

“Yes, sir,” Dusk whispered, so quietly he wasn’t even sure Blitz had heard him. He squeezed his eyes shut, fists clenched tight atop his knees. “Yes sir,” he repeated, louder, “I-I’m a slut. Please don’t tell anyone; I’ll do anything.”

Rainbow Blitz blinked. “Dusk, I said-” he stopped when Dusk gave him a timid little nod, and he realized what the femenine stallion was doing. So that’s how it’s going to be, huh? Blitz chuckled. “Well, I might be willing to keep this between us, in exchange for something from you.”

“Anything,” Dusk said again, firmer this time as he grew into the role. He may have been flying by the seat of his pants (panties?) but this scenario had played out in his fantasies more times than he cared to admit. Now that he finally got to live it, he was going to give it his all.

“In that case…” Blitz patted the crotch of his pants. His member had softened slightly during the lull but was more than willing to get back into the action. “Your little show got me a bit excited. I think it’s only fair you finish what you started, right?”

Shuddering at the lazy confidence practically bleeding from the pegasus, Dusk licked his lips subconsciously. “Y-yes sir,” he said shakily.

There was a pause, and Blitz snapped his fingers. “Hey, get to it. Or do you want everyone to know how much of a slut you are?” He smirked at the way Dusk jolted at that, ears pinned back against his head and tail flicking behind him nervously.

“Yes sir. S-sorry, sir.” Dusk shakily reached up, fingers fumbling for the button on Blitz’s jeans before eventually finding their mark and undoing his pants. The garment was quickly dropped to the floor and kicked aside, leaving only a pair of boxer shorts between Dusk and his goal. Slowly, teasingly, the underwear was pulled down, revealing inch after inch of dark blue, throbbing horsecock.

Dusk swallowed thickly when Blitz’s member sprang free, twitching as it hardened before his eyes. All too eager to help it along, he wrapped his hand around its length and teased it with slow, gentle strokes. What started as nine inches of cockflesh became ten, then eleven. He watched in awe as Blitz’s cock grew to a full thirteen inches, thicker around at the base than his wrist with a flared head that seemed to stare back at him.

For a moment, no one moved, each taking in the moment. Like standing on the edge of a cliff before the fall, hesitant to take the plunge.

Then Dusk swallowed his nerves and leaned forward, running Blitz’s warm, throbbing length against his cheek and puckering his lips. A wet, sloppy kiss was laid on each of the kiwi-sized balls hanging below as he inhaled deeply. The rich, powerful musk filling his head and fogging his mind, his own cock stirring in his panties.

Dusk looked up cutely, his eyes meeting Rainbow’s as he turned his head and planted a soft kiss on the side of the pegasus’s length, running his lips up the shaft before wrapping around and coming back down the other side.

Fuck me, how is he adorable and hot at the same time? Blitz thought. He reached down and placed a hand atop Dusk’s head, rubbing affectionately at his ear. The stallion leaned into it, heart swelling at the non-verbale praise as he moved back to the tip. Sizing it up, he smiled almost confidently. It was bigger than the toy he’d been using, sure, but that was hardly the largest he’d owned.

Granted, it was the biggest one he could swallow fully, but a silly little thing like that wasn’t going to stop him. A fire had been lit within him when he’d taken the plunge, and it wasn’t going to be satisfied until he was satisfied. With one final kiss, directly on the fat, domed cockhead, Dusk opened his mouth and wrapped his lips around the tip. He felt the muscles in his jaw stretching but ignored it as he pushed forward, taking the first few inches into his mouth.

“Ooh yeah,” Blitz grunted softly, his hand shifting from a grateful rubbing to a gentle, encouraging pressure on the back of Dusk’s head.

Tongue tapping and twisting against the underside of Blitz’s cock, Dusk was pleased when he heard another satisfied grumble from the stallion above him, obliging the unspoken request as he slowly but surely worked his way down the shaft. Before he knew it five inches had been crammed into his mouth, the taste almost overwhelming him with an endless desire for more. Sucking in his cheeks, Dusk pulled back until just the flared head remained in his warm, wet mouth before practically shoving his head back down, only stopping when his lips bumped into the medial ring.

“Oh fuck,” Blitz gasped, eyes flying wide open as half his cock was enveloped by an all-consuming heat. He looked down, grinning when Dusk looked back up at him, their eyes locked on each other. “Good boy,” he said, his other hand coming to rest on the back of Dusk’s head. “But I think we both know you can do better.”

To his credit, Dusk made his best attempt at nodding, but the half foot of horsecock in his mouth made the action impossible. Instead he inhaled through his nose, a heady musk washing over him and making his own shaft twitch as he pushed himself forward. His jaw creaked as the fat, bulging medial ring was forced past his lips with an audible pop. Blitz groaned as the sensitive flesh was assaulted by the same heat and wetness that encased the rest of his member, a shiver running up his spine. He thrust forward instinctively and felt his flared head hit the back of Dusk’s mouth.

Dusk’s eyes widened when he felt the cockhead bump against the entrance to his throat. He smiled as best he could around the thick pole spreading his lips, taking a deep breath as he reached up and wrapped his hands around the back of Blitz’s thighs. The pegasus realized what was about to happen and smirked, hands clenching fistfuls of dark purple hair as he readied himself. Dusk swallowed and practically dove forward, Blitz’s hands pressing firmly against the back of his head and aiding his descent even further down the shaft.

A long, low groan rumbled in the back of Rainbow’s throat as his cock sank into Dusk’s heavenly throat. Warm, wet walls of flesh wrapped tightly around his length, pulsing and rippling as Dusk’s body automatically tried to expel the obstruction. The unicorn could feel his neck bulging around Blitz’s girth, felt his choker press tighter into his neck. Then, with another swallow and a forceful shove from the hands on the back of his head, Dusk’s nose hit Blitz’s pelvis.

“H-holy fuck,” Blits moaned, hips pressing forward as he enjoyed the feeling of his cock being fully hilted in the femboy’s throat. He felt Dusk tapping at his thigh and released his hands, allowing him to catch his breath. “That’s a good boy.”

The praise simultaneously brought waves of of humiliating shame and intense arousal washing over Dusk, his cock throbbing in his panties, a visible wet spot forming as pre leaked from his shaft. He wanted more. He wanted to make Blitz admit just how good he was. He wanted to show Blitz how well he could please a stallion.

He wanted to prove just how much of a slut he really was.

With that desire burning brighter in his mind than any rational thought could hope to match, Dusk slammed himself back down Blitz’s meaty shaft, his throat giving way and being filled with hot cockflesh. Without even a moment’s reprieve he pulled back until just the head remained in his mouth, his tongue flicking teasingly against the bulbous flare before he was back down to the base, his throat spasming as it was crammed full once more.

Blitz watched in stunned admiration, sensation washing over him and sapping his will to do anything but stand there and enjoy.

Then he felt a tapping at his thigh.

He looked down and raised an eyebrow, his eyes meeting Dusk’s. The stallion was looking up at him expectantly, almost pleading. “What?”

Dusk rolled his eyes. He bobbed his head and again tapped Blitz’s thigh.

Blitz’s eyes widened. “You want me to-” he paused as Dusk grabbed his hands and forcefully move them to the back of his head. He gave the stallion a pointed look.

“Oh.” Blitz blinked, then grinned wolfishly. “That’s how it is. You sure you can take it?”

Dusk cocked a brow at him, pointing at his choker and the tag hanging on it.

“Alright then.” Blitz stepped spread his legs slightly and stepped forward. His hands shifted to grip either side of Dusk’s head as he readied himself. “Just remember; you asked for it.” Eyes locked together, Blitz held Dusk steady and pulled his hips backing, all but a scant few inches of shimmering, spit-covered cockflesh emerging from the slutty stallion’s mouth. Slowly, like dipping a toe in a lake, Blitz thrust forward, gradually forcing all thirteen inches back into Dusk’s throat.

Dusk gave him a look, and Blitz could practically hear him saying, the fuck was that?

“Deep breath, slut,” Blitz growled, drawing back again. “I’m gonna fuck your throat raw.”

Cock twitching happily at the words, Dusk did as instructed, relaxing his throat as best he could as Blitz pushed forward much faster than before, not hesitating before pulling back and doing it again. And again. And again. In mere moments Blitz had worked his way up from timid, experimental thrusts to full on pounding, finding the little stallion’s throat more and more accepting. His hefty balls, churning with seed, smacked against Dusk’s chin every time he hilted, sending little sparks of pleasure dancing up his spine.

Dusk’s eyes rolled back, a happy gurgling emanating from his throat as it was used and abused like nothing more than a cocksleeve. An object whose only purpose was servicing his stallion.

Like a proper slut.

He lifted his hand up to his neck, feeling the bulge as it pounded into him, over and over. Saliva and precum running in rivers down his chin and dripping onto the floor below. Tears beaded in the corners of his eyes, but he didn’t care. The world faded, and Dusk was left floating in a void of nothing but himself and the cock fucking his throat. He could feel every inch of it, filling him as he was wrapped around it. Something in him switched, and his hands fell, dangling limpy at his sides. His own cock throbbed, painfully erect and straining against his panties, but he paid it no mind. Blitz’s cock - Blitz’s pleasure - was more important than his own.

The air filled with Blitz’s pleasured grunts and the ulp,ulp,ulp of Dusk’s increasingly pliable throat being violated. “Fuck,” Blitz gasped. He stepped forward again, now standing above the smaller stallion rather than in front of him. Dusk was forced to bend backwards, his head angeling up and giving Blitz’s cock easier access deeper into his throat.

“Dusk!” Blitz groaned, grip tightening. “I-... I’m gonna-!”

Dusk’s eyes widened as he felt Blitz’s thick head flare even wider deep in his esophagus, the choker straining against the added girth and pressing back against Rainbow’s cock as it throbbed wildly.

“Fuck!” With a final rough, pounding thrust Blitz crammed every last inch of his dick into Dusk’s throat, pressing the stallion’s nose deep into his crotch as his orgasm washed over him. The first hot, heavy spurt of cum was deposited directly in Dusk’s stomach. He groaned, feeling the warmth spreading through him, his cock twitching and leaking a steady stream of precum as Blitz’s hips thrusted weakly in time with the pulsating of his dick. Shot after shot of steaming fresh jizz filled Dusk until he felt like he’d just eaten a full meal and then some. He was vaguely aware of the fact he couldn’t breathe while Blitz was fully hilted, but the idea of pulling back didn’t even occur to him as his eyes slid shut in complete and utter contentment.

Blitz, however, was keenly aware that the stallion beneath him couldn’t breathe. With a groan, he started withdrawing his still twitching member. Dusk resisted at first, but Rainbow’s hands held him still, and a moment later his body reflexively gasped for breath as the shaft left his throat. A breath that was filled with the heady scent of Blitz’s seed, and as the first shot landed on his tongue, Dusk decided he didn’t really mind. Salty and slightly bitter and wholly overwhelming, the flavour coated his tongue as more thick volleys of spunk filled his mouth well past what he could hold, forcing him to swallow the thick, slimey load.

A few final, weaker shots were accompanied by a satisfied sigh from Rainbow Blitz as he pulled his softening flare from Dusk’s lips with a slick plop. “Shit, dude,” he panted, running his hands through his multicoloured hair as he caught his breath. “That was… holy shit.”

Dusk ignored him as he rolled his tongue through the jizz in mouth, burning the flavour into his memory before tilting his head back and swallowing thickly, feeling it slide down his throat, the warmth soothing the ache from the rough fucking. He licked his lips and opened his eyes, glassy and distant as he panted. “Did… did I do good?”

“Good?” Blitz echoed. He smiled and nodded, reaching down and patting the femmy stallion’s head. “You did great. A fantastic little cocksucking slut, through and through.”

Dusk beamed at the compliment, a tingle of pleasure dancing across his skin. “Th-thank you, sir! So you won’t tell anyone about what a naughty little slut I am?”

“Hmmm… I don’t know…” Blitz grinned, rubbing his chin thoughtfully. “I mean, I’d almost feel bad keeping this a secret; think of how many stallions you could satisfy? How many fat, throbbing cocks could be rammed down your tight little throat.” He watched as Dusk blushed, chewing his lip. “Isn’t that what you want?”

Yes! Dusk’s mind shouted, but he held it back, shaking his head. “N-no, please - you can’t tell anyone! What more do you want? I’ll do whatever you say!”

“Whatever I say, huh?”

Dusk nodded without hesitation. He knew what he wanted, and if the way Blitz’s member was still hard was any indication, he wanted it too.

“In that case stand up and bend over,” Blitz commanded roughly as he removed his shirt. His cocksure, dominant smile grew as Dusk did as instructed with a tiny, submissive moan, leaning forward over the bed and moving his tail aside, putting his nice, plump cheeks on full display. Blitz examined the smaller stallion properly, hungry eyes tracing every curve of his petite, feminine body. From behind, and especially with that clothing, there was no way to tell that Dusk actually was a stallion at all.

Blitz smirked. “Good girl,” he said, grabbing a handful of Dusk’s ass and kneading it roughly. He heard an aroused moan that only turned him on more as he flipped up the skimpy little skirt and got a proper eyeful of Dusk’s pink-panty-clad rear. Kneeling down, the pink panties were pulled away and Blitz saw for the first time his prize; Dusk’s tight, puckered ring, still shimmering with lube. He pulled the panties down fully and spread Dusk’s cheeks apart.

“B-Blitz? Wha- uunngg.” Dusk’s question was cut off by a low, long groan as he felt a warm, wet intrusion into his hole.

Smacking his lips as he pulled back, Blitz tilted his head curiously. “Tastes like… strawberry?”

Dusk buried his face in the sheats, blushing hotly. “Th-the lube,” he answered quietly. “It’s flavoured. It helps me deepthroat my bigger toys.”

Bigger? Blitz raised an eyebrow. The one he’d seen had been just slightly smaller than he was. Just how big did Dusk’s collection get? He shook his head, shelving the thought for later. For now, he had a cute little sub that needed his attention.

“You really are a slut,” Blitz chuckled before diving back in, forcing his tongue past the tight ring of muscle. He pushed in as far as he could, tongue twisting and writhing.

“Yeesss,” Dusk moaned, gripping the sheets and pressing back against the nimble muscle. “I’m a slut. I’m such a naughty slut.” His eyes rolled back as Blitz’s tongue pressed down against his prostate. He didn’t even care what he was saying anymore; he’d never felt more open and comfortable than he did right now, his inhibitions fleeing in the wake of the intense pleasure he felt. “Oh, Rainbow~!”

Blitz hummed happily, thrusting in and out of Dusk’s hole, tonguefucking the unicorn without a care for the way he felt his jaw starting to ache already. He had a hunch Dusk’s was feeling much the same, and what kind of a stallion would he be if he didn’t return the favour in full? They both knew what was coming next, and as Blitz leaned back, he wasn’t surprised to find a bottle of lube teleported onto the bed next to him.

But he’d be damned if he was going to let it be that easy. He picked up the bottle, discreetly squirting it into his hand and rubbing it onto his cock. “Oh, what’s this?”

Dusk wiggled his rump enticingly, tail flagged high and swaying back and forth. “You know what it is. Hurry up!”

“I think you’ve forgotten your place, slut,” Blitz growled.

“Rainbow~” Dusky groaned, shoving his face into the bed. “Just- ah!” He squeaked in a mix of pain and pleasure as a loud smack rang through the room.

Blitz rubbed the fresh red handprint on the unicorn’s asscheek. “If you want something, you need to ask for it.” He punctuated his statement with another firm slap on the opposite cheek, then kneaded the tender flesh.

“Please!” Dusk shouted. “Please, Rainbow, fuck me! I-I can’t take it anymore! Please, please, please for the love of Faust fuck m-aahhn!” He cried out as he felt the large, domed head of Blitz’s cock press against his puckered anus, teasing his entrance without enough pressure to actually slip inside.

“That’s a good slut,” Blitz practically purred, his hands running up and down the submissive stallion’s lithe form before landing on his hips. The shirt had ridden up, exposing his slender back and waist while the skirt never hid anything to begin with. Blitz’s eyes landed on the pert asshcheeks beneath and the back of Dusk’s ballsack, his shaft pressed between his belly and the bed.

Groaning in a mix of lust and frustration Dusk pressed back, trying to get what he so desperately wanted. He was so close, just a little bit more and that fat, glorious cock would be inside him, fucking him, claming him. But no, instead Blitz pulled away, and when Dusk opened his mouth to ask why he received another, harder spank.

“Nu-uh.” Blitz leaned forward, his firm, muscular chest pressing down on Dusk’s back. “A sissy slut like you doesn’t get to be in control. You lay there are you take it, like a good little girl. Understood?”

Dusk shuddered at the words, at the warm breath right in his ear. “Y-yes, sir. S-sorry, sir.” He moaned as Blitz bit down gently on his ear, the larger stallion’s weight pressing him down firmly into the mattress, limiting his movement to nothing more than patheting wriggling.

“Good girl.” Blitz shifted his hips and once more lined his member up with Dusk’s asshole, this time not stopping as he applied more and more force until with a sudden pop his flare slipped inside, a high pitched whimper leaking from the stallion beneath him.

“Please, Rainbow,” Dusk panted needily, his hands clenching and unclenching against the sheats. “Please, fuck me.”

“With pleasure.” Blitz pulled back and slammed himself forward, half of his cock being swallowed in a single go. Despite the ease of entry, however, Dusk’s ass still felt as tight as a vice. Warm, velvety walls rippled and flexed around the pegasus’s shaft, as though trying to milk the cum from his balls. Even after cumming once already, Blitz could already feel another orgasm building. Dusk’s ass was simply too devine; he knew he wouldn’t last long.

Biting down more firmly on the femboy’s ear, Blitz began rutting him in earnest. Long, fast strokes driving more and more of his thick cock into Dusk’s depths. Beneath him, Dusk moaned and writhed as much as he could, the sensation of being so thoroughly filled combined with the weight on his back and Blitz’s hot breath in his ear sent the stallion sailing through a sea of pleasure he’d never known before. He could already feel a sticky pool of precum forming beneath his twitching dick, soaking into his belly.

“You like that?” Blitz asked rhetorically, his hips slamming forward, more than ten inches of cock now crammed into Dusk’s hole. “You like getting fucked like the little sissy slut you are? Huh, Dusky?” He grunted and thrust again, his balls slapping up against Dusk’s ass as their hips met.

His only response was a vaguely-lucid moan, and Blitz’s hands braced against the bed as he delivered a few more rough, powerful thrusts. He could feel Dusk twitching beneath him, a meaty thwap ringing out every time he hilted. “I asked you a question, slut,” he growled.

“H-huh?” Dusk tried to lift his head, only to let it fall as his eyes crossed, Blitz’s medial ring rubbing against his prostate over and over.

“I asked if you liked getting fucked,” Blitz demanded breathily, sweat beading on his brow as his hips moved on autopilot. “Have you remembered your place? Huh, Dusky? Is there where you belong?”

Dusk moaned, tossing his head back and forth. “Yes, yes! Fuck me, Rainbow! I’m a naughty, dirty sissy slut who deserves to be fucked and fucked and fucked. I’m nothing but a hole, a juicy piece of ass for stallions to fuck! Oh, Faust, Rainbow fuck me! Cum in me! Own me!” He rambled almost incoherently, his final inhibitions being washed away beneath the white hot pleasure that was rushing through him. He felt an orgasm approaching, like nothing else he’d ever felt before. A spring, wound tighter and tighter in his abdomen, every firm thrust sending him higher and higher in ecstasy.

Blitz’s breaths were ragged now, the room filled with slapping hips and the pair’s intermingled moans. He felt Dusk’s ask clamping down tighter on his member, the increased pressure only driving him faster, harder. Every thrust driving his cock from base to tip, thoroughly fucking the smaller stallion into the bed. “You want me to own you?” Blitze echoed curiously, Dusk’s words having struck a deep, primal chord within him. His hands moved up to the unicorn’s shoulders as his speed almost doubled. “You want me to cum inside you? Mark you as my own? You want to be my little sissy fucktoy for the rest of your life? Used again and again, nothing more than a bucket for my cum?”

A shudder ran through Dusk’s body at the words, and with one more heavy thrust he screamed into the bed, his climax exploding and all but shattering his mind as he whimpered, limps flailing as bes they could while he was held down. He felt his cock spurting its load against his belly, the warmth spreading across his chest as it was smeared into his chest, his body shaken by every thrust from his stallion. Blitz continued fucking him through it all, overloading his body with sensation as he whited out, tongue lolling from his mouth.

He was brought back to reality when Blitz grunted in his ear. “I’m going to cum, Dusky.”

“D-do it,” he slurred blearily, thrusting his ass back as best the could. “Claim me as your sissy pet. I’m your naughty little slut. Breed me, Rainbow!”

Blitz howled as he came, clamping his teeth down on the crook of Dusk’s neck, the smaller stallion wriggling beneath him. The rush began, and Blitz held himself balls deep as spurt after spurt of boiling hot jizz fired from the tip of his cock. Dusk whimpered as he felt it warming his insides, filling him even more. For what felt like ages they lay there, Blitz cock pulsing and spasming, painting Dusk’s insides white with his seed. Finally the flow slowed, and with a few small thrusts Blitz was spent. He pulled back, his softening cock falling from Dusk’s abused hole with a wet plop. He collapsed down on top of Dusk, panting.

For a long few moments they laid in silence, each struggling to catch their breath, until Dusk shifted. “Rainbow…”

Blitz groaned groggily. “Yeah?”

“You’re heavy.”

The pegasus’s eyes widened when he realized he was crushing the small stallion beneath him. He chuckled, wrapping his arms around Dusk’s torso. He rolled, kicking his feet up and taking them both onto the bed properly, Dusk held tight to his chest. “Better?”

“Almost.” Dusk squirmed, worming his way around so they were face to face. He smiled, colour rising to his cheeks. “There.”

“So.” Blitz grinned up at the unicorn. “How was that?”

Dusk looked at him for a few long moments, a blank expression on his face as he enjoyed the sensation of warm cum leaking from his ass. “That was… amazing, Rainbow.”

“You sure?” A frown wrinkled Rainbow’s brow slightly. “It wasn’t too much? I know I was a bit pushy at the start there, but- eep!” He squeaked as Dusk stuck out his tongue and licked his nose.

“I’m sure. You did great. And, uh…” he trailed off, glancing away as he whispered; “d-did you mean what you said before? About me being… y’know… sexy?”

Blitz raised an eyebrow. “Seriously? After all that, you’re getting shy on me?” He rolled his eyes when Dusk just mumbled something he couldn’t make out. “Yes, Dusk; I meant it. You’re hot as hell.”

Dusk felt like his cheeks would burst into flames. He buried his face into Rainbow’s muscular chest. “Th-thanks.”

Rolling his eyes again, Blitz reached up and ran his hand gently over Dusk’s hair. They lay together for a few minutes longer, until the peaceful quiet was broken by a loud yawn.

“You, uh, mind if I crash here for the night?” Blitz asked somewhat awkwardly. “That kinda took it out of me.”

“Of course you can, Rainbow,” Dusk answered without a second thought. He rolled off the larger stallion, wincing slightly as his leg hid the sticky patch he’d made on the sheets. Shrugging it off, he laid his head on Blitz’s shoulder, drawing a blanket over them with a flash of his horn.

Blitz smiled. “Thanks, Dusky.” He wrapped an arm around the femenine stallion, squeezing him gently. “G’night.”

Dusk watched him with a blush on his cheeks, chewing his lip nervously. “Hey, Rainbow?” He asked slowly. “W-what… what does this make us now?”

The only response he got was a rather loud snore.

“Of course.” Dusk Shine sighed and settled into the embrace of the larger stallion, feeling safe and secure in Rainbow’s arms.

“We’ll talk about it tomorrow. Good night, Rainbow.”

Author's Note

Spoiler alert; they don't talk about it tomorrow. Drama tag comin' in handy.

So. I wrote a clopfic. With a plot! If y'all couldn't tell, I'm new to this, so yell at me if I did somethin' stupid. I debated actually taking the blackmail route but consent is hot, yo.

Anyway, thoughts/comments/hate goes down below, and I hope you enjoy my first romp through the world of mature fiction.