A Rainbow at Dusk

by Kodeake

Rating: mature
Tags: Fetish, Rainbow Dash, Romance, Sex, Twilight Sparkle, Anthro, Drama, Porn, My Little Pony: Friendship is Magic
Length: 48281

Dusk Shine has a hobby. A secret hobby. One that would irreparably ruin his reputation if word ever got out. Sometimes, on late, lonely nights, he likes to dress up as a mare. Rainbow Blitz doesn't seem think that's such a bad thing though.

Dusk Shine has a hobby. A secret hobby that would ruin his life if anyone else ever found out about it. But that's fine; he's a careful stallion, always making sure he's alone, always checking and double checking the locks on his doors and windows. Until one day, in the heat of the moment, he forgets to check the lock on his bedroom balcony, but it's fine; there's no way anyone would ever climb up to his balcony in the middle of the night. Right?

Rainbow Blitz might beg to differ, and when he inadvertently learns Dusk Shine's secret, their lives are changed forever. He just hopes it's for the better.

Contains; Rule 63, M/M, a possibly unhealthy amount of consensual sex, generally gay shenanigans, and a whole lotta' cross dressing. Like... 80% cross dressing. And probably more as the story progresses.

Now with cover art by ZettaiDullahan. Thank you so much!

Published 2019-09-17 04:00:01 UTC
Last updated 2023-03-01 15:56:55 UTC

Chapter One; A Stallion in Mare's Clothing

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.

Chapter Two; The Morning After

A Rainbow at Dusk

Chapter 2; The Morning After

Dusk Shine groaned quietly, face scrunching away from the intense beam of sunlight that had fallen across it. Sensation returned to his body slowly, and what he felt was hot. Like he’d fallen asleep next to an oven with the door left open. Attempting to roll away from the source of heat, he found himself pressed tighter against it by something wrapped possessively around him. Dusk’s brow furrowed, and finally he opened his eyes, the world a bleary blur, but it wasn’t that hard to spot the bright, multicoloured hair of his bedmate. For a split second he wondered what the hell Rainbow Blitz was doing in his bed, but the memories of the previous night quickly rushed back to him, and he became aware of the fact he was still dressed in his ‘alone time’ attire.

That, and the pleasant, slightly sore aching of his tailhole that often accompanied a fun night. Granted, up until now it had always been a fun night spent alone, but Dusk was hardly complaining about the new experience.

But now he had a problem. As much as he was thoroughly enjoying the snoring stallion’s company, Rainbow Blitz was nothing short of a space heater beneath the blankets, and it was starting to get… sweaty. And that was before Dusk even thought about how sticky he felt. Especially his backside. A shower was definitely in order.

Just as soon as he untangled himself.

“Rainbow,” he whispered gently, trying to rouse the pegasus without startling him. “Wake up, Rainbow.”

Blitz simply laid there, face down on his pillow, mouth slightly open and drooling.

“Well, I have to wash the bedding anyway,” Dusk muttered to himself, rolling his eyes as he squirmed, Blitz’s grip proving impressive even when he was asleep. “C’mon, Blitz; I really need a shower.”

Still the stallion refused to budge, and Dusk felt akin to a young child’s teddy bear with how aggressively Rainbow fought to keep him. After a moment more of struggle, Dusk sighed and fell limp, quickly being dragged up against Blitz’s side.

“I’ll get you back for this,” Dusk grumbled. “I’ll turn you into a-” he stopped, blinked, and smacked a hand against his forehead.

With a flash and a pop Dusk Shine reappeared standing next to the bed, shaking his head. “I get why Barb calls me the dumbest genius,” he muttered to himself, crossing the room to the bathroom. The shower was started with a flash of magic, and as steam began to fill the room he turned his attention to his reflection. Despite the blush that came to his cheeks, he smiled. Smoothing the skirt, Dusk took a moment to appreciate the girly stallion staring back at him. Blitz’s words from the previous night came to him: The humiliating, degrading things he’d been called. The things he’d said himself.

A familiar stirring in his loins came with the memories, a shudder running down his spine. To say he’d never thought those things, fantasized about them, would be a lie. They’d always been there, in the back of his mind. But that was all they’d ever been; thoughts. Maybe the occasional whisper when he really got into it. Saying it not just out loud, but to another person? Having someone else call him the things he wished to hear? It was something else entirely.

Dusk looked down, the tip of his cock poking out from beneath his skirt, unconstrained by the panties that had been left lying somewhere on his bedroom floor. While Blitz was larger than most stallions could hope to be - something Dusk certainly wasn’t complaining about - he himself was on the small end of average, weighing in at a scant six inches. Barely enough to show past even his skimpiest skirt. Once, when he was young, it had been a point of contention. Especially when he’d discovered the adult section of the library and had only pornstars to compare to. Now he didn’t mind; it suited his lithe, girlish form just fine as far as he was concerned.

Looking back at himself in the mirror, Dusk took in just how femenine he really was. The clothes certainly helped, but they’d have never worked as well as they did if he didn’t already have the perfect figure for it. A slim waist set between slightly wider hips and narrow shoulders. Even his face was fairly androgynous. That left only his genitals to determine his gender, and when he was in public only his attire could tell if he was mare or stallion. During the day, he was the nerdy stallion from Canterlot, and that was fine by him.

But at night…

Dusk grinned lecherously at himself. At night, he could be whatever he wanted, and deep down, what he wanted was what was written on the silver medallion hanging from his choker. A slut. Whether mare or stallion, he often fantasized about being a whore. A toy to be passed around and used for the pleasure of others. Showered in cum and tossed aside. That thought had accompanied most of his time spent alone.

A particularly loud snore brought him out of his own head, and he glanced at the door. Maybe… maybe some part of his fantasies could come true, now? What would Rainbow Blitz do, knowing his secret? He felt he should be scared, panicking about another person finding out, but… he didn’t. Somehow, he didn’t care that Rainbow knew. Dusk already knew Rainbow wouldn’t tell anyone; Blitz was many things, but he’d never go back on a promise to a friend. And, thinking back on it, he felt silly for thinking Rainbow would have told anyone to begin with.

That only left him wondering what Blitz would do with the information.

Dusk’s attention was drawn to the crook of his neck, a deep purple bruise showing on his lavender skin. A semicircle mark, right where…

“I’m going to cum, Dusky.” Rainbow had growled, right in his ear, and then he’d bitten down, like a wild animal claiming its mate.

Dusk’s hand ran over the mark softly. “What does this make us?” He asked aloud, frowning slightly at the lack of an answer. Sighing and shaking his head, he shelved the thought for later, when Rainbow was awake and could actually respond. For now, he was sweaty, sticky, and smelly. First order of business; a shower.

Pulling the pink crop top over his head, Dusk folded it neatly and set it on the counter. His thigh-high stockings quickly joined it, and the skirt was slowly slid down his slender legs. He stood up and once more looked at himself, now adorned only by the pink strip of fabric around his neck.

“Yes, Dusk; I meant it. You’re hot as hell.”

Dusk frowned slightly, one hand pawing at the silver disk against his throat and the other grabbing his dick at the base, pushing it down and out of the way. “Even without the clothes?”

Again, no response came. This time, though, he wasn’t disappointed by it; a part of him knew the answer, and he didn’t want to hear it. With a disheartened sigh he removed the choker and laid it atop his other clothes, giving them a final, forlorn glance as he climbed into the shower and stepped under the spray. He sighed, muscles relaxing as he stood there, warm water rushing over him and soothing the stiffness that came with being bear-hugged all night. He’d never guessed Blitz to be the cuddling type, but then Rainbow probably hadn’t imagined the kinds of things Dusk kept in his closet.

He chewed his lip anxiously. How would Rainbow react now? The pegasus had been drunk the night before, if not totally inebriated then at the very least tipsy. Would he regret it? Consider it a drunken mistake, never to be spoken of again? Dusk found himself frowning at the thought; perhaps that, of all the scenarios his mind conjured forth, was the hardest for him to swallow. Something about being considered a mistake made his stomach twist.

But then… what did he want? Dusk’s brow furrowed. What did he want? If he was being honest with himself, he didn’t really know. At the very least, he hoped it wouldn’t turn out to be a one-time thing. After experiencing the reality of his fantasies, he didn’t think he could go back to dildos and his imagination.

“Ugh. This isn’t getting me anywhere,” Dusk groaned, running his hands through his hair, lacing his fingers atop his head. “What would Blitz do? He doesn’t think about this stuff; he just does it. Like…” He shuddered. “Like last night…”

He sighed, shaking his head. As much as he wanted to, that wasn’t him. There was no way he could act without thinking, especially in a situation like this. What if their relationship never recovered from his blundering? He wanted last night to be a repeat occurrence, but if that would risk his friendship with Blitz in any way… it wasn’t worth it.

Dusk yelped as a pair of blue, muscular arms wrapped around his chest. “Heya, Dusky.”

Rainbow Blitz jolted awake, the sound of a shower running stirring him from the best night’s sleep he’d had in ages. His eyes opened blearily and he took in his surroundings, smirking as he remember just why he had slept so well. Dusk Shine’s bed didn’t even hold a candle to cloud beds, but a good night’s rest was made of more than just a soft mattress. An excellent bedmate made things better, not to mention certain ‘before bed activities’.

Rainbow snickered to himself at the thought as he rolled onto his back, spreading out across the sheets. He stared up at the ceiling for a moment, listening to the sound of the shower running. He was mildly disappointed Dusk had seen fit to get up and shower without him, but if how he felt was any indication, Dusk would be in desperate need of a shower. The thought elicited another chuckle, and Blitz groaned as he sat upright. The room was as he remembered it; filled with nerdy books and not a scrap of paper out of place. A vanity against the wall opposite the bed, and a dressed facing the balcony doors.

The dresser...

Blitz smirked and hopped out of bed, glancing to the bathroom door. It wasn’t latched, but it was closed enough he couldn’t see in. And Dusk couldn’t see out. He nodded to himself and crept over to the dresser, curiosity burning bright in his mind.

“Alright, Dusky,” he muttered to himself, grabbing the knob on the lowermost drawer. “Let’s see what else you’ve been hiding.” The drawer slid open without much fanfare, and Blitz’s eyes gleamed as they landed on the bounty within.

Socks.

And not even the fun kind of socks like the ones Dusk had been wearing; just regular, white socks.

Blitz blinked. He rummaged through the drawer, digging down until he hit the wooden bottom.

Nothing.

Frowning, Blitz stood back up and scratched his head. Was the outfit from the previous night seriously the only one Dusk owned? With how easily the unicorn had gotten into it, he’d assumed Dusk had been doing that kind of thing for a while. There had been a mention of other, bigger toys, but…

I didn’t even know he was gay, Blitz thought to himself, rubbing his chin. And I’d have heard if he hooked up with anyone in ponyville… he said he didn’t really have time for friends in Canterlot… wait. He winced slightly. Shit. He was… and I… Fuck.

Closing the drawer, Blitz strode quickly across the room to the bathroom door, the shower within still running and masking his steps as he slipped inside. He had to know now. Dusk’s clothes were folded neatly on the counter, but Blitz paid them no mind as he opened his mouth, intending to announce his presence.

“Ugh. This isn’t getting me anywhere,” Dusk’s voice came from within the shower, obscured by the curtain. “What would Blitz do? He doesn’t think about this stuff; he just does it. Like…” There was an audible shiver in his voice. “Like last night…”

Blitz felt his lips curl up slightly; at the very least, Dusk didn’t seem to regret anything. But he was worrying about something, which wouldn’t have surprised anyone. Feeling a little more confident that he hadn’t royally fucked their friendship up, Blitz couldn’t help but to peak cautiously around the curtain. Dusk’s back was turned to him, the unicorn no doubt deep in thought about whatever he was fussing about. Which, if Rainbow was totally honest with himself, he could probably guess. An apology was probably in order.

Slowly, carefully, with all the grace being a pegasus afforded him, Blitz slid into the shower, the curtain rustling gently. Dusk, as usual, was totally oblivious to the world around him, and Blitz relished the high-pitched yelp he got when he wrapped his arms around the smaller stallion, trapping Dusk’s arms against his sides. “Heya, Dusky.”

“R-r-rainbow!” Dusk stuttered, his chest heaving. “What-”

“I got a question for ya,” Blitz cut in breezily, pulling Dusk back into his chest and resting his chin atop the unicorn’s head, eyes crossing slightly as he focused on the tip of his horn.

Dusk swallowed thickly, a million possibilities whirring through his mind. “Y-yeah?”

“Were you a virgin?” Blitz asked casually, as though inquiring about the weather. “Like, before last night I mean.” He felt Dusk tense at the question, and he sighed. “Yeah, I thought so. Listen, I’m really sorry about how that went down.”

Dusk’s breath caught in his throat. He reached up and grabbed Rainbow’s arm, scared he’d pull away. “Don’t be sorry.” His words came as a breathy whisper, barely audible over the shower. “I asked you to stay.”

“Yeeeaaaahhhh…” Blitz hissed through his teeth. “I know. But I shouldn’t have put you on the spot like that. You were horny. I was drunk and horny. It was just… yeah. I probably could have handled it better. Like, y’know; not perving on my friend to begin with.”

“For what it’s worth, I’m pretty sure you were the best possible person to catch me doing… that,” Dusk admitted, a blush rising in his cheeks. “I, uh, don’t really think anyone else would’ve reacted quite so well.”

The pegasus chuckled. “You mean no one else would’ve let themselves in and fucked you into a drooling mess?”

Dusk felt like his face would burst into flames. “Y-yeah. That.”

“What can I say? I know what I like, and I go for what I want…” Blitz trailed off, lifting his head from Dusk’s hair and looking down over the unicorn almost hungrily. His eyes landed on a semi-circle bruise right in the crook of his neck. “Yikes.”

“Huh?”

Blitz lifted his hand, running it gently across the bite. “I, uh, kinda left a mark. Sorry about that.”

“Oh.” Dusk felt himself smile. “Don’t worry about it; I can hide it with magic… if I want to…” he added in a small voice.

“If you want to?” Blitz echoed, raising an eyebrow.

Dusk nodded timidly. “I… kind of… like it?”

“You- oh.” Blitz grinned. “You’re really into that kinda thing, huh? I mean, I heard some of the things you said last night, but like, I thought that was just a heat of the moment thing.”

“I-I, um…”

“Hey; no judgment from me. Whatever floats your boat, or whatever. And I’d be lying if I said I didn’t find it hot as hell. I’m just… surprised, I guess? I didn’t expect you to be into a bunch of kinky shit.”

Dusk giggled. “They do say it’s always the quiet ones, right?”

“Fair enough,” Blitz said with a laugh that trailed off into silence, the shower providing a gentle background as the two stallions stood there, Dusk still wrapped in Rainbow’s arms.

“Hey, Rainbow?” He started slowly, chewing his lip nervously. If he wanted an answer, there was only one way to get it. “What… where do we go from here?”

Blitz winced slightly at the question. A part of him had been expecting it, especially since he’d figured out Dusk had been a virgin. “I mean, all I was looking for was a one night stand,” he explained, shrugging his shoulders. “That’s why I came here last night; I was gonna ask you to wingman for me. I don’t do the whole ‘dating’ thing. Not really my style.”

“Oh.” Dusk tried and failed to hide the disappointed tone in his voice.

“H-hey, that doesn’t mean-”

A door slammed somewhere in the library. “Dusk! I’m home!”

Dusk nearly jumped out of his skin. “Barb!” he shouted, forcing himself from Blitz’s embrace. “I forgot she was coming back this early!”

“That a problem?” Blitz asked flatly, raising an eyebrow as he watched the unicorn panic.

Dusk whirled around, eyes wide. “Is that a problem!?” He hissed. “Yes, that’s a problem! She can’t know about this - any of this. You have to get out of here before she sees you!”

“Dusk, don’t you think-” Blitz blinked, and when his eyes opened he was assaulted by the bright light of the sun. “Seriously?” He yelled at the sky from the bedroom balcony, still dripping from the shower and shivering as a light breeze blew across him. “Can I at least get my-”

A magic flash left both his clothes and a towel sitting on the floor in front of him.

Sighing and shaking his head wearily, Blitz picked up the towel, stepping further into what little cover the canopy of the tree provided. The last thing he needed was someone spotting him naked on the library balcony and spreading rumours. He dried himself quickly and got dressed, glancing through the glass in time to see the bedroom door open, a purple and green dragoness stepping inside.

“I’ll get you back for this,” he muttered, jumping from the balcony and spreading his wings.

“Dusk?”

“I-In the shower!” Dusk called, sticking his head out the bathroom door and grabbing Blitz’s clothes in his magical grasp. They and a towel were teleported onto the balcony, and he rushed back to the shower, scrambling to wash the stench of sweat and sex from his skin. “J-just give me a minute!”

“Whatever,” Barb responded. “Not like I-... Oh. My God. Dusk Shine!”

Dusk’s heart thundered in his chest. There was a tone in her voice he didn’t like, but there was no way she could have known; he was always careful. Nothing was ever left out where she could find it, and… oh Faust, he hadn’t changed the sheets on the bed! And the room probably stank! There was no way she didn’t know something was up. The water was shut off and he jumped out, skipping a towel entirely with a quick flash of magic. He turned to his clothes and froze.

He hadn’t brought a change of clothes.

“Uhm, Barb?”

“Dusk, get out here. Now.” She sounded excited about something, and he started wondering if maybe he’d left the dildo out, too.

He groaned, shifting his weight from foot to foot anxiously. “Barb, I don’t have any clothes with me. Can you-”

“I’ve seen you naked before,” she responded flatly.

“Baaaaaarb.”

The dragoness emphasized a sigh. After a moment of shuffling her voice came again; “Clothes are outside the door. I’m not looking. But you’re answering all my questions.”

“Questions?” Dusk asked fearfully, opening the door a crack. True to her word, her green-scaled back was turned to him, and a change of clothes sat at the floor. He grabbed them and all but slammed the door shut again, throwing on the basic t-shirt and jeans. Making sure he looked somewhat presentable - and stashing his other clothes under the sink - Dusk stepped out into his bedroom.

Barb turned to him, the grin on her face enough to make beads of sweat form on Dusk’s brow. “So, who’s the lucky mare?”

Dusk choked on his own breath, feeling as though he’d been punched in the chest. “W-What!?”

Extending a single, reptilian claw, Barb presented a familiar pair of pink panties. “Do I get to meet her?”

In that moment, Dusk Shine truly, honestly prayed to whatever deity might listen for a quick, painless death. Or rather, any death at all; he could handle a slow, torturous demise if it saved him from his current situation.

Despite his best effort, however, no god seemed interested in smiting him, and the very existence of a supreme being was thrown into question. How could any benevolent god see this scenario and not take pity on him?

Dusk Shine decided then and there, if there was a God, they were no longer on speaking terms.

“Uhm…” was all he could offer.

“Well?” Barb asked pointedly, swaying her outstretched finger and making the panties spin around. “You been seeing someone secretly? Or was this some kinda drunken hookup? Did bubble Berry finally drag you to a club?” Her eyes lit up, countless possibilities dancing through her mind. “Do you even remember who it was? Did you get blackout drunk? Is that why you had me stay at Elusive’s place?”

Maybe the Devil would feel sorry for him and open a hole to Hell beneath his feet.

“Barb! You know I don’t drink!” Dusk argued desperately. “A-and it’s none of your business anyway!”

“Uh, it is too my business,” Barb snarked, pulling her hand back when Dusk tried to snatch the panties away. “You’re basically my brother, and I live here; if I gotta start knocking on your door before I come in, I kinda need to know that.”

Dusk’s cheeks glowed a deep rosy hue. “Y-you should be knocking anyway!”

“Eh.” She shrugged nonchalantly. “I know I’m not gonna walk in on anything; you always jerk off in the bathroom when I’m home.”

“What!?” Maybe there was a hole somewhere he could crawl in and live out the rest of his days.

Barb rolled her eyes. “Please, Dusk; we’ve lived together literally my entire life, and I’m not a child. You really think I didn’t know what you were doing in there?” She frowned at him. “What else do you think you’re hiding from me? I know where you keep your secret stash of cookies, too.”

Dusk’s horn lit, his face thoroughly flushed, and with a flash of magic he - and his panties - were gone.

Barb blinked, glanced around the room, then doubled over laughing.

Dusk Shine reappeared in the park on the other side of town; a nice, open area that made an easy teleportation target. He quickly balled up his panites and shoved them in his pocket, quickly checking he was alone. Thankfully, the field was empty, and he all but deflated, collapsing against a tree, head falling back and thumping against the bark.

“Stupid,” he muttered to himself, hitting the back of his head again. “How could you forget she was coming home? How could you forget to clean up!?” Dusk groaned, another thunk ringing out. “Stupid.”

Dusk sighed. “It’s not my fault,” he reasoned, glaring at the sky above, a very familiar shade of blue. “I was distracted. It’s his fault.

“Rainbow Blitz…” The name dripped like venom from his tongue, even if the thought of the pegasus brought with it pleasant memories of the previous night. He groaned, burying his face in his hands. “Ugh. I’m not going to be able to look at him for a month without thinking about… that.

“Dammit, Blitz; why did you have to be there? Why didn’t you leave?” Dusk huffed, pinching the bridge of his nose. “Why didn’t I kick you out?”

He snorted. “Because you blackmailed me…” Despite his words he knew that wasn’t at all the truth. Knew he had every opportunity to say no - not even to say no; all he had to do was sit there and shut up and Blitz was about to leave on his own. But no, Dusk just had to go and open his big, stupid mouth before he had a chance to think about what he was doing.

“Maybe you and I aren’t so different?” Dusk mused with a humourless chuckle. “Did you think about what you were doing before you let yourself in and…” he trailed off with a shudder.

“I mean, all I was looking for was a one night stand.”

Dusk frowned. He had to remember that’s all it was to Blitz; nothing more than a casual hookup. A one time fling. There was nothing more to be had there; Blitz had probably already moved on and all but forgotten about it.

But Dusk already knew he wouldn’t be forgetting about it any time soon. How could he? It was… almost perfect; everything he’d ever wanted from the night he lost his virginity. A strong, dominant stallion taking what he wanted. Taking him. He ran his fingers over the mark on his neck, eyes falling shut as Dusk found himself back in his room, pinned to the bed under Blitz’s weight.

Blitz’s breath on the back of his neck, the husky, hushed words right in his ear; “I’m going to cum, Dusky.”

Dusk jolted upright, blushing intensely and forcing the memories away. It was nothing; it didn’t mean anything. The bruise on his neck was nothing more than that; a bruise. One that had already started to fade.

He had to remember it wasn’t going to be replaced.

Standing and dusting off his pants, Dusk took in his surroundings. Sitting around and thinking about what was over and done wasn’t going to get him anywhere. Right now, he needed to figure out how to deal with Barb’s questions. Then he needed to get his schedule for the day; he was already well behind, and the more he waited around doing nothing the worse his tardiness got.

Still entirely unsure what he was going to tell her, Dusk set out towards the library. Maybe she’d believe someone had broken in and planted incriminating evidence on him in an attempt to blackmail him for favours from Prince Solaris?

Dusk Shine groaned, leaning back and stretching as he yawned. A cursory glance at the clock told him everything he needed to know; it was late. Very late. The sky outside had long since gone dark and most of Ponyville would be asleep. He looked at his book, a little less than half way finished, and nodded to himself as a bookmark was slid into place and the cover flipped shut.

Standing, Dusk stretched again. “Barb?” He called on instinct alone, wincing slightly as he remembered.

“Have fun in Canterlot!” Dusk called, waving as the dragoness stepped out the door. She turned, fixing him with a lecherous smirk.

“You have fun, too!” She wiggled her eyebrows. “Bring that mare around sometime I’m home; I’d love to meet her!”

Dusk blushed. “I told you there is no mare!”

With an exaggerated roll of her eyes, Barb laughed. “Right. Because I totally believe you bought them for some kind of experiment.”

“I-I was testing the tensile strength of different-” The door slammed shut, and the unicorn was left alone with a scarlet blush. He glowered at where his assistant had been standing a moment before.

Dusk groaned, pinching the bridge of his nose as he shook his head. At the very least, Barb’s assumption was way off base. Well… not entirely off; she was right about there being another person involved. She just got the gender wrong. And who owned the panties. And… more than likely everything about what she thought happened that night. In other words, she had no idea.

Dusk just wished he knew what he was going to tell her to make her stop asking about his imaginary girlfriend. Knowing him, he’d end up putting his foot in his mouth and giving away even more.

He grunted, shelving the thought under ‘deal with it later’ and turned, stifling a yawn as he made his way upstairs. There wasn’t much he could do while Barb was in Canterlot, doing whatever it is teenage dragonesses do in a big city when not helping the Prince. With a wave of magic his bedroom door was opened and the lights behind him flicked off, the ones in his room remained dim. Dusk discarded his clothes and crawled into bed, complete with freshly-laundered sheets, and sighed contentedly. The Barb problem had been pushed back a week, leaving him to rest easy.

Except he wasn’t resting.

Dusk glared at the ceiling. “Seriously?” He looked down at the tent in the blankets. “Just because she's gone does not mean I’m doing… that.”

His boner seemed to disagree.

He rolled onto his side. “I’m not in the mood.”

It occurred to him he was literally having an argument with his own dick, but right at that moment he didn’t really care. What mattered was getting a good night’s rest before he had to deal with the other problem in his life: Getting through lunch with his friends and not acting like a total weirdo around Rainbow Blitz. So what if the pegasus was the only living person who knew his secret? Small potatoes. It didn’t really matter that he’d just lost his virginity to him last night; water under the bridge now.

He certainly didn’t care about how good it felt to be pinned to his bed and mercilessly rutted into his mattress by a big, strong, dominant stallion until he-

Ah. Hello erection, my old friend.

“Fine.” Dusk lit his horn and the light clicked on as he slid out of bed. He looked down at his dick. “You win this time. But I’m not… getting dressed.”

Blinking, he realized he was now negotiating with his stallionhood, and made a mental note to look into local therapists. There were probably a few issues there to work out.

He made sure his door was shut tight, then checked the balcony. Locked. Glancing outside at the darkened sky, he drew the curtains, though he left a gap large enough for a curious person to peek in, and there was a small click as the door was unlocked.

Just in case.

The closet was opened in a glow of magic and Dusk stepped inside the small space. Inside was a fairly normal closet; shirts hung from rails, a few boxes were stored on the shelves above. All in all, nothing conspicuous. Then he lit his horn, and the back wall shimmered before fading away entirely, revealing a small cubby lined with shelves which were, in turn, lined with… toys.

Despite himself he managed a small smile as he perused his collection. It wasn’t massive; only about a dozen or so items in total, but it suited him fine. Selecting one almost at random - a large equine dildo made of black silicon, with an off-white tube leading away from the base that ended in a small bulb - Dusk grabbed a bottle of lube and made his way back to the bed. He sized it up with his eyes; it was slightly longer than most of his other toys, at fourteen inches, but it was significantly thinner, making the flared head more prominent.

Then he frowned. It had always been one of his favourites, but looking at it now, it felt… underwhelming. Sure, it was longer than Blitz’s member, but it was so much skinnier - even the flared head paled in comparison to what Dusk knew his friend was packing. And the cold, sleek black colour with its unnatural shine did it no favours.

“Stop,” Dusk muttered under his breath, looking away. “Don’t do this to yourself. That’s over.”

He turned back to the toy, and an idea struck. Blushing and glancing around as though expecting an audience - in a way, he was - Dusk charged his horn. A flash of magic later he watched the toy expectantly. For a second, nothing happened, but then the tip of the toy began to shimmer. The cold, artificial black melting away to reveal a dark, matte blue. The new colour dripped down the shaft like melting ice, until he had a dildo the same colour as Rainbow Blitz’s stallionhood.

“No harm pretending, right?” He asked himself uncertainty, biting his lip. The toy was affixed to the wall above the head of his bed, and Dusk knelt in front of it. A shiver danced across his skin, leaving goosebumps in its wake. It was just last night he’d been in this same position, and when he closed his eyes he could almost see Rainbow Blitz standing above him.

Dusk inhaled, his mind turning the dull scent of silicon into the heavy musk he remembered. He leaned forward and planted a kiss of the flared head of the toy, its cool surface chilling his lips.

“Good boy,” Rainbow’s voice echoed in his head, and Dusk opened his mouth just enough for the tip to slip inside. His tongue swirled around it, feeling as the rubber toy quickly started to warm up inside his maw. Moving slowly, he pushed forward, enjoying the feeling of the flare sliding deeper into his mouth. The flavour wasn’t at all how he remembered, but what the physical sensations lacked his imagination made up for, his mind’s eye conjuring every memory that had been burned into him last night. From the feel of Rainbow’s hand on the back of his head, urging him forward, to the powerful sense of submission he got kneeling before the pegasus.

Cock twitching, Dusk moaned quietly around the faux-cock pushing deeper and deeper into his gullet. A part of him knew it wasn’t the real thing, but he silenced that part of him, giving in to the fantasy as he felt the tip hit the entrance to his throat. He swallowed and pushed himself further down, eager to hear Rainbow’s praise.

When none came, he pulled back and opened his eyes, coming face to face with his wall, almost disappointed before pushing the thought to the back of his mind.

Dusk bobbed his head in steady, smooth strokes. The toy’s meager girth allowed him to easily take it into his throat, though its length prevented him from swallowing it all. Nonetheless, the feeling of the notably larger head stretching out his tight throat lit a fire of arousal within him, and a bead of precum formed at the tip of his cock.

Forcing himself as far down as he could, Dusk gagged and coughed, glaring at the two or three inches still remaining of the toy. He’d needed Rainbow’s help to take all of his much thicker shaft. Without it, twelve inches was the best he could do. He pulled back relactuantly, greedily sucking in a breath before pushing back down, using the fat, flared head to fuck his own throat. Dusk hummed happily, which came out as more of a gurgle, one arm reaching behind him.

In a magical glow the bottle of lube was opened and poured onto his hand. Dusk sucked idley on the dildo as he spread the slick liquid over his fingers. A shiver ran up his spine as he touched his cold, lubed finger against his anus, rubbing it in gentle circles and spreading a thin layer of lube. He groaned as his index finger sunk into his ass, the usually tight ring of muscle still mildly loosened from the night before. A second finger quickly joined the first, and he started thrusting them in time with the bobbing of his head.

The dual sensations of his maw being filled and gentle wriggling in his ass only served to heighten Dusk’s arousal, pre now dribbling down his dick and dripping onto the sheets.

“Dusk!” Blitz’s voice cried in his head as he grabbed the bulb dangling from the base of the toy with his free hand. “I-... I’m gonna-!” He pulled off with a wet pop, sitting lower so the dildo was above him, aimed right as his face. With a forceful squeeze on the bulb Dusk closed his eyes, a thick, stringy white substance shooting out from the tip of the faux-cock. The fake cum rained down on him, coating his face in thick white strands.

Dusk groaned and shuddered as he squeezed again, fingering his ass faster as he made sure every last drop of artificial jizz landed either on his face or in his hair, images flashing behind his eyelids of Blitz cumming all over him, marking him with the pegasus’s heady scent. His fingers fell from his pucker as he basked in the feeling of cum dripping down his chin.

When the bulb was empty Dusk unscrewed it from the tube, summoning another with a flash of magic and attaching it as he rolled onto his back, his tail flicking excitedly across the sheets. “Rut me, Rainbow,” he murmured as the dildo was slathered in lube and positioned against his entrance. With little fanfare the fat head slipped inside, a girlish moan filling the room as inch after inch of silicon cock sank into the unicorn. He wrapped his arms around his legs, holding them to his chest as his magic did the work for him.

The toy gradually built up a tempo, thrusting in and out of his welcoming hole with next to no resistance. Dusk had to bite his lip to stifle a groan, eyes sliding shut as he surrendered to the waves of pleasure washing over him. The flared head jammed against his prostate with every thrust, his cock pulsing with need and leaking onto his stomach.

“Ahn~ Rainbow!” Dusk cried as he hilted the toy inside himself, holding it there for only a moment before the glow around his horn intensified further and the dildo’s speed increased, now properly jackhammering into his abused anus. Thrust after thrust slammed into him, accompanied by the slapping of the base against his plump ass cheeks and his high-pitched, whorish moans and quiet, girly whimpers.

“H-harder, Rainbow,” he whispered, picturing the larger stallion looming over him, grinning down with that cocky, confident, dominant look that drove Dusk wild.

With one hand reached above his head and gripping at the sheats, Dusk brought his other down to his own, small cock as it slapped against his belly with every thrust. He wrapped his fingers around his meager girth and started stroking in time with the dildo plumbing his depths, the dual pleasures crashing down on his mind and once more he felt the familiar tightness building in his abdomen.

“I’m going to cum, Dusky.”

Hand moving to the bruise on his neck, Dusk’s horn flared as he crushed the bulb of fake cum, forcing it up the tube and through the toy into the deepest depths of his ass. He couldn’t feel it like he could feel the warmth of Rainbow’s jizz inside him, but the knowledge that he was being bred like a whore sent him over the edge, his magic faltering and back arching as his climax crashed down upon him. Without his magic holding it in place the dildo slipped from his ass, hitting the floor and leaving his empty hole to clench down on nothing as he came, thrusting up into his still stroking hand, aiming down at his face. The first, powerful shot hit him between the eyes, the heat of his jizz contrasting with the coolness of the drying fake cum already on his face.

The second and third were weaker, but he opened his mouth in time to catch them on his tongue, the strong, salty, musky flavour only extending his orgasm as several weaker ropes pooled on his chest. He swished his seed around his mouth, recalling the slightly different taste of Blitz’s spunk as he swallowed.

Finally, Dusk collapsed back down onto the bed, panting and covered in sweat and his own fluids, as well as the rapidly drying fake cum from his toy. With what little strength he had, he lifted his head and looked to the window, covered by curtains. In a wave of magic they were opened a little further. Dusk searched the darkness outside, wishing for a familiar silhouette to be standing there, watching him.

Of course, there wasn’t, and he was left to bask in his afterglow alone. Only the memory of Blitz’s arms around him was left, and he shivered, suddenly feeling cold.

Dusk’s teeth ground together, his head slamming back into his mattress. “Damn it, Blitz. What have you done to me?”

“What can I say? I know what I like, and I go for what I want…”

The pegasus’s words echoed back in his mind. Dusk glared at the ceiling. “I know what I want…

“I just have to… go for it?”

It couldn’t be that easy, could it? It… seemed to be; Blitz just walked in and took what he wanted. Why couldn’t Dusk do the same? What was stopping him from at least giving it a try?

Dusk nodded to himself, ignoring the fake cum leaking from his ass as he lit his horn, a quill on his desk sparking to live and starting to scribble over a piece of parchment.

It was time to make a plan.

Author's Note

Howdy. I return with another chapter of smut. With notably less smut than last time, but still smut. Y'know; smut.

Anyway, yes; we're going on an adventure, folks! Told y'all there would be plot in this. I'm gonna try an keep each chapter around this length, with at least one sex scene each, but I also don't want the plot to just feel like an excuse for sex. I dunno. I've never written this kinda stuff before. Bare with me while I experiment a bit.

As always, I do so love comments; post 'em below.

Chapter Three; A Maid and Her Master

A Rainbow at Dusk

Chapter Three; A Maid and Her Master

Rainbow Blitz groaned, shaking out his aching wings as he landed on his front porch. “Man, I thought weather work was supposed to be easy,” he muttered, opening the door and stepping inside. A glance at the clock brought forth a sigh as he meandered through the entryway. “And I still have lunch with the guys. Ugh-” his grumbling paused long enough to pull his shirt over his shoulders, balling it up and sniffing it, blanching at the odour. “Which means I need a shower. Good-bye naptime.”

The shirt was thrown across the room, landing somewhere. He didn’t really care where; he’d pick it up the next time he ran out of shirts. Scratching at his chest, Blitz yawned. “Well whatever; I can bail on the guys early if I really want a nap. Although…” he smirked. “Dusk will be there, and if I know that nerd, he’s gonna be real awkward around me. Serves him right; kicking me out like that. I’ll mess with him in front of everyone; that should do it.”

A frown crossed his lips momentarily as his own words ran back across his mind. “Okay, maybe not. Some mild teasing at most; it’s not like I’m gonna tell anyone. Besides, he has a little payback coming.” Blitz nodded to himself, straightening his back. “Just lots of double… double enten… double nintendos or whatever. Still though; never thought he’d be into that kinda thing,” he mused as he found himself in front of his fridge. A second of rummaging brought forth an energy drink. “Wonder what’s up with that… wonder what else he’s into?”

The drink was chugged down in a matter of seconds, and Blitz belched loudly as he threw the can away. “Heh. Maybe I should take another late-night flight around his place. See what he’s got goin’ on. I’ll bet-” he paused mid-step, eyes narrowing.

There was a light on in his house. More specifically, his bedroom.

“Hello?” Blitz called, cautiously walking down the hallway. “Anyone here?” No one answered, but he knew for a fact he hadn’t left his light on. Taking a moment to gather himself, Blitz threw his door open and jumped inside, wings spread wide. “Who-...” he trailed off, jaw falling open slightly.

“Dusk?”

Dusk Shine fidgeted awkwardly, eyes glued on the floor. “W-w-welcome h-home… s-sir…” he added in barely a whisper.

Blitz blinked. Sure enough, it was Dusk Shine standing in front of his bed, dressed in a… well, every lewd maid outfit from every porno he’d ever seen. A black dress with frilly white trim that covered the bare minimum of Dusk’s legs to not be considered indecent, below which he wore black, nearly see-through stockings held up by lacy white garters. The front was covered by a half-apron, suspended by thin straps that hung on his slim shoulders. Dusk also stood noticeably taller thanks to the addition of black high-heels that accented his long, slender legs. To top it all off, he was once more wearing the pink choker, its tag shining slightly in the light.

Suddenly, Rainbow didn’t feel very tired.

“Dusk, what-”

“You must be tired from work,” Dusk cut in, the waver in his voice fading slightly as he fell more into the roll he’d prepared for himself. “W-why don’t you lay down and let me… take care of you?”

Blitz stared at him. All things considered, that was one hell of a loaded offer. The slightly sultry tone didn’t help matters, either. Neither did the still visible bite mark on the unicorn’s neck that hadn’t entirely faded. “Dusk,” Blitz cut in, more firmly this time. He noticed the way the unicorn seemed to flinch away and lowered his voice. “What is… this?”

“I-I…” Dusk stumbled over himself for a moment before stopping and taking a moment to slow his breathing. When he looked up their eyes met. “I… I know what you said, about it just being a one night stand, or whatever you want to call it. A-and I know you don’t really like to d-date, b-but I-”

“Hold on a second,” Blitz interrupted quickly. “That’s not-... well okay, that is what I said, but only because someone freaked out and teleported me onto the balcony. Butt-naked,” he added with a sharp look.

“I.. panicked. Barb came home…”

Blitz rolled his eyes, ignoring the excuse. “If you hadn’t tried to get me arrested for indecent exposure, I would have told you that, while I’m not into the dating thing, I am more than open to a… causal relationship, I guess you’d call it.”

“A… what?”

“Y’know-” Blitz shrugged lamely. “-we’re just friends, but we also fuck. Without the romance junk. Just sex.”

Dusk blinked.

Blitz scratched the back of his head. “I mean, if you don’t want to-”

“You-...” Dusk looked down at himself, then back up. “You’re telling me I did all this for nothing?” He couldn’t help but laugh. “I’ve been stressing about how this would go all day! I made a plan! A checklist! And you-” he made a vague gesture at the befuddled pegasus. “You just waltzed in and threw it all out!”

“Uh… sorry?” Blitz offered uncertainty. “You really thought I was gonna say ‘no’ to getting another piece of that ass?” He smirked at the blush his words provoked. “I didn’t know you put work into this thing. You... uh… wanna, like, have a do-over?”

Dusk looked at him incredulously. “What?”

“Y’know; a do-over. I walk out, then come back in and we pretend this never happened so you can use your… plan or whatever?”

“You mean… like… roleplay?”

Blitz coughed into his hand. “I mean… is there a way we could make that sound not-lame?”

Fiddling with the hem of his skirt, Dusk chewed his lip apprehensively. He had gone through a lot of trouble to set this up, and if Blitz was offering…

“Okay.” He blushed, looking away. “S-step outside for a second, then come back in and I’ll… d-do my… thing…”

Blitz’s mouth opened before could stop himself. “I’m pretty sure I’ll be the one ‘doing’ something,” he chortled, giving the unicorn only a passing glance as he turned and left the room, the door closing behind him. Out in the hall, he rubbed the back of his neck, awkwardly glancing around. How long was he supposed to wait? It wasn’t like-

The door opened. Blitz raised an eyebrow, but didn’t need a more obvious hint. Stepping inside, it was… exactly the same as he left it; Wonderbolts posters on the wall, bed to the left, blushing femboy to the right. Eyes trailing up and down the maid, he licked his lips; change that to sexy femboy.

“Welcome home, sir,” Dusk said, and Blitz was surprised by the confidence in his tone. It was night and day compared to the first time he’d tried to make this scene play out.

If he was being honest with himself, Dusk was just as surprised. But then, he’d been surprised the first time, too; the fact that he’d even gone through with any of this was a shock, but being here, now, it was… different than how he’d imagined. He’d known he’d be nervous, and embarrassed, and he’d been ready for all kinds of teasing remarks, but… it wasn’t as bad as it should have been. Even with the maid outfit, feeling Rainbow’s eyes on him didn’t make him feel like he was dying of embarrassment like it should have.

It made him feel good.

“You must be tired from work,” Dusk continued, his confidence only growing the longer Blitz’s eyes stayed on him. Maybe it was because of what had happened the last time, but he was comfortable like this, in these clothes, in front of Rainbow. His voice dropped to almost a pur. “Why don’t you lay down and let me… take care of you.”

“Alright,” Blitz said slowly. Dusk smiled and motioned to the bed, heart beating loudly out of anticipation rather than nerves. He knew what he wanted. Knew what he had to do - what he was going to do - and Blitz had already answered the one question he was nervous about. All that was left was some fun.

With a curious glance thrown at Dusk, Blitz complied, stepping forward.

Dusk made no attempt to hide his hungry gaze as it washed over Blitz’s toned, shirtless form. The pegasus smirked at the look, subtly flexing and nodding approvingly at himself as Dusk’s eyes widened slightly.

“Face down,” the unicorn added in a squeek.

Face down. Blitz frowned slightly; it wasn’t what he’d been expecting. But then, what about this situation was expected? He shrugged and did as he was told, climbing onto the bed and laying on his stomach, turning his head to the side to watch Dusk from the corner of his eye.

Taking a long, slow breath, Dusk nodded to himself, mentally checking off another task from his list. Things were going according to plan. Not that he really had to worry about that now, but it was nice to have the plan already prepped in the back of his mind; it made everything go smoother. No need to think, or over-think, he just needed to do. Kicking off his black heels, Dusk clambered on top of Blitz, hesitating only a moment before throwing his leg over the pegasus’s back and straddling him just above his tail. Blitz grunted, caught off-guard by the sudden weight falling onto him.

Biting his lip, Dusk ran his hands down Rainbow’s back, feeling the toned muscle beneath the skin - and just how tense it really was. He’d always known weather work was physically demanding, but Blitz’s muscles were knotted and strained to a point he hadn’t expected. Closing his eyes, he pictured the diagrams from the books he’d spent all night cramming and lined his hands up with the examples, double checking his positioning before pressing down and rubbing just below Blitz’s shoulder blades.

“Dusk, what-” he cut himself off with a gasp as Dusk pressed more firmly into his back, throwing his entire - admittedly modest - weight into the massage.

Dusk smiled as he heard a happy groan. “I know you avoid the spa like the plague, so I figured you could do with some relaxation.”

Moaning as Dusk properly got to work, Blitz felt himself going slack as he all but melted into the bed. “Spa’s girly,” he muttered. “I don’t do ‘girly’.”

“Well you ‘did’ me,” Dusk replied coyly. “And I’d say I’m pretty girly.”

Blitz laughed, quickly trailing off into another approving groan. “That’s different. You’re hot.”

Dusk couldn’t help but to wince slightly. “That’s just the clothes.” He shifted down, his hands moving to the especially tender muscles around Blitz's wings. “But I’m glad you approve.”

“Mmmm. Nah. Is you. But hey, speaking of the clothes, can I ask you something?”

“What is it?”

Blitz lifted his head enough to turn and look at Dusk directly. “What’s with that?”

“With… what?” Dusk asked uncertainty.

“That whole ‘dressing up like a girl’ thing? Like, do you… y’know…” Blitz made a vague, indecipherable motion with a hand.

“Huh?”

Blitz fidgeted awkwardly, receiving a rather sharp glare and an unnecessarily hard rub that made his wing flare out to the side. He forced himself to stay still. “Do you… like… y’know…”

“Blitz?” Dusk frowned; it wasn’t like his friend to be so obviously uncomfortable.

“D’you… wish you were a girl?”

Dusk blinked. “Oh. Oh!” He paused his massaging long enough to laugh. “No, Rainbow; I’m perfectly happy being a stallion. It’s just a sex thing…” he blushed slightly. “And… err… a ‘leading up to sex’ thing… and sometimes a ‘I’m home alone, why not?’ thing…” he had to look away from the teasing smirk Blitz was giving him. “S-shut up.”

“Hey; I already told you I’m not one to judge. I’m just… curious, is all,” Blitz admitted, shrugging as best he could while Dusk returned to forcefully rubbing at his back.

“Look, it’s seriously nothing like that; it’s just… it feels good, I guess. I feel… well, sexy when I’m wearing this stuff. Desirable,” his eyes narrowed slightly, hands working on autopilot as he lost himself in thought. “It’s… it’s nice, feeling like that. That ties into a lot of my fantasies, too; I suppose the whole ‘being a slut’ thing comes from the idea of being some kind of sex idol, lusted after for my body.” Dusk shuddered as his mind conjured forth images of exactly what he was talking about. “That and I’m just a natural submissive. I mean, you saw how I reacted the second you took control the other night. I do a lot of thinking, and even more over-thinking. It’s nice to give up control sometimes. Not have to worry about everything constantly.”

Dusk was shaken from his thoughts when he felt, then heard Blitz chuckling beneath him. “What’s so funny?”

“Dude, you could've just said it was a kink; I didn’t need you to nerd out about why you have a fetish,” Blitz laughed, shifting slightly and relaxing his head back onto the pillows. “That does make me wonder what other kinks you have though.”

Dusk gave an awkward laugh. “Oh… just a few…”

“A few?”

“I… um…” he coughed into a hand, mumbling; “I have a list.”

Blitz felt like laughing again, but honestly, he wasn’t surprised. “A list?” he echoed. “Like, a sex list?”

“Kinda?” Dusk shrugged halfheartedly. “It’s a list of things I want to try. Some things I have tried and know I like. Stuff like that.”

Nodding to himself slowly, almost sagely, Blitz turned his head again. “Alright. I’m changing the deal.”

“Huh?”

“I’ll be your fuckbuddy only on the condition that I get to see this list of yours.”

Dusk blushed a deep red. “B-Blitz! I can’t-... that’s embarrassing! W-what if you see something that makes you think I’m some kind of weirdo!?”

The pegasus quirked a brow, flicking his eyes down to Dusk’s dress, then back up. “Really?”

Dusk looked away. “S-shut up. There’s other stuff on that list…”

“Hey, I wanna know what I’m getting into here. And I’ve told you a million times; I ain’t judging. I’m the ‘try everything once’ guy. So, that’s the deal; take it or leave it.”

“Bliii-iitz~” Dusk whined, doing his best pout. However, it seemed to have no effect on the pegasus and he was forced to weigh his options. On the one hand, that list had every kink he’d ever been interested in, even as a passing thought. On the other, he really enjoyed what he now knew Blitz could give him. And he had promised not to judge…

“Fine,” he relented with a defeated sigh. “It’s a deal.”

Blitz just chuckled, laying his head back on the pillows. “Atta boy.”

Dusk’s eyes narrowed at the rainbow hair in front of him. “You know, you should be careful about laughing at the person currently on top of you.”

Blitz rolled his eyes. “What’s a cute little maid like you going to do?”

“What a maid is supposed to do-” he leaned forward, pressing his chest into Blitz’s back and whispering in his ear; “take care of her master.”

“Oh?” Blitz smirked. “Does this massage come with a happy ending?” He felt Dusk’s weight leave him, the bed shifting.

“Why don’t you roll over and find out?”

Curious, and more than willing to find out what Dusk had planned, Blitz rolled over, his eyes falling on the maid, now stood at the foot of the bed. Before he had time to ask, or even wonder, Dusk slid onto the mattress, a teasing smirk on his lips as he crawled forward on his hands and knees.

Blitz’s eyebrows raised in surprise as Dusk slowly, almost sensually crawled over his legs, never once breaking eye contact as he came closer. Then he stopped and lowered his head, his cheek coming to rest on Blitz’s inner thigh. For a moment he seemed content to lay there, that little smile never once leaving his face and making Blitz question if it was sexy or cute or both.

Then Dusk rolled his head and pressed his lips into the crotch of Blitz’s jeans. There was already a bulge, but it was far from done growing. He took a slow, deep breath, horn glowing as the button was undone, then shifted up to grasp the zipper between his teeth.

“Okay; that’s pretty hot,” Blitz admitted, content to lay back and watch as the dressed-up stallion pulled down his pants, leaving only his underwear to constrain his slowly hardening length. He brought up his arms and laced his fingers behind his head.

Dusk, meanwhile, eyed Blitz’s bulge hungrily, taking only a moment before he once more pressed his lips against the single layer of fabric between him and his goal. It twitched under his lips, pulsing in time with Blitz’s heart. Then Dusk pulled back, just slightly, and his tongue darted out of his mouth, touching against the noticeable outline of the fattening medial ring. It hardly made contact at all, but even through Blitz’s underwear it elicited a noticeable reaction from his member as it twitched and grew harder, the flared head starting to push up against the elastic band holding the underwear in place.

Apparently, Dusk had no intention of removing the final barrier just yet as he opened his mouth, gently brushing his teeth along the throbbing shaft. The fabric blunted the sharp edges, giving rise to a sensation Blitz hadn’t experienced before, but certainly not one he was going to complain about. Dusk slowly closed his jaw, pulling back and running his teeth along the underside of Blitz’s cock. Then he opened his mouth against a repeated the process higher up the shaft, this time sliding downwards. Suddenly he was stroking Blitz’s dick with his teeth, muted by the separating layer of clothing the feeling was light and teasing, just enough to be felt and more than enough to excite, but that was all.

Exactly what Dusk wanted.

Within moments Blitz was fully hard, his impressive length having pushed out the top of his boxer shorts, held tight against his belly. Just as he was starting to grow impatient, just as the unique sensation started to lose his interest, Dusk made his next move. In a flash of magic Blitz’s underwear vanished and his member sprang free, all thirteen inches standing upright and throbbing, practically begging for attention.

Attention Dusk seemed all too eager to not give it as he pulled back, laying gentle kisses on Blitz’s inner thigh.

“Dusk-” Blitz was cut off by a gasp as Dusk’s horn lit and invisible, feather-light touches danced across the tip of his cock.

Dusk smirked to himself, keeping up the intangible teasing as he continued to kiss anywhere and everywhere except the towering pole of cockflesh before him. Up one thigh, then down the other. One laid on each of Blitz’s fat balls, no doubt churning with seed. He took his time, all the while enjoying the heavy, masculine musk that permeated his every breath.

Grunting, Blitz tried to sit up only for a band of magic to form across his chest, holding him down. “Hey, what’s the big idea?” He lifted his hand only for it to be grabbed and pinned down at his side, his other arm quickly following suit.

Dusk didn’t answer right away, instead opting to finally plant a single wet kiss at the base of Blitz’s shaft. “You owe me,” he said simply, licking his lips. “I’m gonna take my time.”

“Owe you? For what?”

“Making me think that night was a one-time thing, for starters,” he said between kisses, now working his way up the shaft. “Making me worry about how I’d convince you to do it again.” Arriving at the head, his tongue fell from his mouth, touching only the tip to Blitz’s fat flare and running a teasing circle around the slit. “Making me get all dressed up for you again.”

For a moment Bitz struggled against his restraints, before falling slack when he realised there was no way he could brute force his way through magic. “You’re a terrible maid,” he grumbled. “I thought maids were supposed to obey their masters.”

Ignoring the shudder that ran down his spine at the words, Dusk smiled. “You’ll have to punish me for it later. For now…” his smile grew into a grin as the ever-present magic teasing Blitz’s shaft dissipating. Instead, a ring of glowing, lavender energy formed just above the head. It was lowered slowly, gradually engulfing the flare with a warm tingling that made the pegasus’s hips thrust upwards automatically.

Dusk bit his lip as the ring of magic started slowly stroking Blitz’s cock, its pressure firmer than the magic from before but no less teasing. It moved too slowly to do anything more than drive Blitz’s arousal higher, and he once more found himself struggling against Dusk’s magic.

“Duuuusk~” Blitz almost whined, using what little mobility he had to hump up into the magic in an effort to gain just a little more stimulation.

With a role of his eyes, Dusk added his tongue to the teasing of his magic. A gentle flick here, a touch there, the rare, proper lick along a particularly thick vein. He showed no interest in going any further than that, however. Occasionally his magic would tighten and speed up, giving just enough pleasure to breed disappointment when it stopped. After a few minutes of seamingly endless torture, Dusk sat upright and, in a instant, Blitz’s cockhead was in his mouth being assaulted by his tongue. The magic ring worked fast and hard, properly pumping the shaft as his hands rubbed gently at Blitz’s balls.

“Holy sh-” Blitz gasped as an orgasm he hadn’t even felt coming suddenly came barreling down upon him, his peak approaching fast.

Then Dusk revealed the true depth of his evil as he pulled away, all stimulation stopping and leaving Blitz’s member to throb and twitch in the air, a few small dribbles of precum leaking down the shaft.

Blitz’s glare could melt a steel beam. “What the fuck!?”

Dusk grinned, mentally checking off one of the final items on his checklist. “What?” He asked innocently, one hand absentmindedly stroking Blitz’s shaft. “I want to take my time. You know they say the longer the foreplay the better-”

“Dusk,” Blitz interrupted sharply. “I swear to Solaris I will make you regret this.”

That’s the plan, Dusk thought, suppressing a femenine giggle. “We’ll see.” His horn lit and Blitz’s entire shaft was engulfed in a sleeve of magic that felt as though it were vibrating, every nerve in his cock suddenly on fire with pleasure.

And just like before, as soon as he felt his orgasm coming everything stopped, leaving him to hump the empty air as a shot of pre rained down on his chest.

“Two,” Blitz muttered through clenched teeth.

“We’re counting now?” Dusk asked. “Well, if you really think you can count that high~” He opened his mouth and swallowed the cock before him, taking it all the way to the thick medial ring. With a few swallows and flexes of his throat he saw the signs again; Blitz’s toes curling, his hands clenching. Dusk pulled away, licking up the precum that came flowing out from the pegasus’s swollen balls.

“Three,” Blitz growled.

“Think you can keep track?” he teased, sticking out his tongue when Blitz glowered at him. “Well, while this is fun and all, there’s something I’d much rather be doing,” Dusk continued. The tantalizing ring of magic returned to Blitz’s shaft, no more satisfying than it had been before yet somehow so much more frustrating. Dusk, meanwhile, stood from the bed. Making sure to come around to the side, so Blitz could watch, he made a show of hiking up his skirt, revealing the lacy black panties beneath.

Turning around and bending over, Dusk spread his asscheeks apart, glancing over his shoulder. “What do you think about these panties? I like my pink ones, but they don’t really match the rest of the outfit.”

Blitz snorted, his nostrils flaring.

Giggling, Dusk released his cheeks, the perfectly round globes of flesh falling back together with an audible clap. His hands moved to the elastic band of the panties, and he shook his ass enticingly. “Bet all you care about is what’s underneath though, huh?”

“Dusk, if you don’t let me up I’m-”

“Aw, where’s the fun in that?” Dusk asked, lubing Blitz’s shaft with his magic as he stood upright, still facing away and obscuring his ass from view as the panties were slid slowly down his stocking-clad legs. “I was thinking about riding you until you were ready to burst, then just sitting there and watching you squirm, hilted in my ass as I make you watch me cum. Then I’ll- eep!” He squealed as a pair of muscular arms wrapped around him, a long, hard object pressing into his back.

Blitz didn’t take a moment to wonder why it had been so easy to break out of the magic holding him down. All he was focused on was the teasing femboy and his delightfully tight ass.

“You were saying?” He growled right into Dusk’s ear, spinning around and throwing him onto the bed.

Dusk landed on his back with a bounce, his tail hanging off the edge of the bed. He had to hide his smile as the final item was checked off his list. “B-Blitz! W-wait!” he cried, forcing a sliver of artificial fear into his voice. “I-I didn’t-!”

“Spread those legs,” Blitz commanded forcefully, his wings unfurled as he towered over the smaller stallion. He grasped his dick at the base and stepped up to the edge of the bed. “It’s my turn.”

Nodding timidly, Dusk did as he was told, wrapping his hands around his thighs and pulling them up and apart, his pucker and comparatively tiny member on full display beneath his skirt. “Blitz-”

“Quiet,” Blitz grunted, lining up the fat, rock-hard flare of his cock with the presented anus. “A slut like you should know her place.” He pushed forward, pausing only a moment at the feeble resistance Dusk’s ass presented before, with a jerk of his hips, he forced his flare into the welcoming warmth.

Dusk whimpered slightly as he was stretched around Blitz’s impressive tool. It felt bigger than it had before, likely due to his teasing. He let his head fall back as more and more hot, throbbing cockflesh was forced into him. In that moment he knew without a doubt that his toys were nothing more than cheap imitations. The real thing felt so much better, and that spoke nothing of the feeling of a stallion standing over him, perfectly illustrating his place as a bottom.

“That’s a good look on you, Dusky,” Blitz grunted, looking down with a mix of pleasure and focus on his face. “Right where you belong; beneath me, impaled on my cock like the butt slut you are.”

Dusk could only groan at the words as Blitz pulled out then thrust back in, slowly working his way deeper into the femboy’s impressively tight depths. How he managed to stay so tight was a mystery to Blitz; he’d seen the kind of toys his nerdy friend had to work with. He wasn’t about to complain though - Dusk’s walls clenched around his member almost painfully, with just slightly more give than on the previous thrust. Within only a handful of minutes he’d shoved more than half his cock into Dusk’s ass.

“What happened to all that stuff you were saying, huh?” A particularly rough thrust slammed Blitz’s medial ring against the entrance to Dusk’s ass, but still it refused to give. He did, however, get a delicious squeal out of the stallion. “What was that about watching me squirm? From where I’m standing, you’re the one doing the squirming.”

“B-blitz, p-please,” Dusk murmured, looking up at the pegasus with a pleading look in his eye. “Harder.”

Blitz grinned. “Harder?” He echoed, tilting his head. “You want more?”

“Y-yes, please; more! Give me more!” Dusk cried, doing his best to push back against Blitz’s thrusting. With every stroke he could feel the medial ring bump up against his pucker, teasing him with the promise of more but never giving him what he wanted.

With a quiet chuckle, Blitz reached down and grasped the femenine stallions wonderfully wide hips. “You asked for it.” He slammed forward and pulled Dusk against him, finally shoving his entire length into the rippling, welcoming hole. Their hips smacked together, the sound drowned out by Dusk’s high-pitched moan as he was filled, utterly and completely. A shudder ran across his body, seaming to set his every nerve on fire.

“Ready to cum for me, Dusky?” Blitz asked, one hand sliding from Dusk’s hips to the unicorn’s leaking cock, a steady stream of precum dripping from its tip. He jerked it hard and without mercy, even as he continued to slam their hips together.

Dusk’s mouth fell open in a silent scream as an orgasm he wasn’t expecting suddenly crashed down on him, thick strands of cum shooting over his uniform. Blitz halted his movements as Dusk came, enjoying the feeling of his ass clamping down on his dick. His hand continued stroking more slowly, urging out every last bit of cum.

After a few moments of heaven Dusk came down from his high, panting. When his eyes managed to focus again, he found Blitz’s cum-covered hand hovering in front of his face.

“Do your job and clean me up, slut.”

Dusk could only whimper as he nodded timidly, shifting slightly and wincing as his ass reflexively clamped down on Blitz’s thick rod still buried inside him. He reached up and grabbed the offered hand, the heady scent of his own jizz washing over him as he stuck out his tongue and tentatively licked at Blitz’s fingers. A moment later he was sucking the cum off them, lost in the humiliating act and the taste of his seed, still basking in the afterglow of climax. When he was done he laid his head back, waiting for the next command.

Blitz examined his hand, nodding approvingly and leaning forward, his mouth right next to Dusk’s ear. “One,” he whispered, and in an instant he was thrusting into Dusk’s ass again at the same speed he head been.

“Ahhn~! R-Rainbow!” Dusk squealed, the pleasure of his ass being filled mixing with the pain of over-stimulation. His softening cock flopped uselessly as he was fucked, a few more drops of jizz leaking from the tip.

“You stopped me from cumming three times,” Blitz growled, nipping at Dusk’s ear. “I could do that, but that’s no fun, so I’m gonna make you cum three times. One for every time you stopped me.”

Dusk barely even heard what he was being told, his mind awash with so many intense feelings he didn’t know how to interpret. His arms reached up and around Blitz’s back as his legs wrapped around the pegasus’s hips. “R-rain-… Rainbow~… Rainbo-ow…” Dusk moaned over and over, eyes clenched shut as he clung to the larger stallion. Slowly the intense, white-hot overstimulation faded, leaving only the pleasure of being filled, of being held down and used.

And a seemingly endless desire for more.

“Gods above, Dusk, your ass feels great. Like it was made for my cock,” Blitz grunted. With Dusk’s legs wrapped around his hips he couldn’t pull out very far, so instead he ramped up the speed and power of his thrusts, and the room filled with the powerful slaps of their hips slamming together. “You’re my perfect cockslut.”

“Yes, your cockslut,” Dusk echoed, barely even aware he’d done it. He dug his nails into Blitz’s back, which only seemed to urge the pegasus to thrust harder and faster. He felt the tightening in his abdomen again, but this time no release came. The pleasure just kept growing, the spring coiling tighter and tighter without end. He moaned and whimpered and screamed, thrusting his ass back in a vain attempt to get more cock inside him, hoping for some way to release the tension.

Blitz’s teeth ground together, focusing almost more on stopping himself from cumming than the actual rutting. “Your ass is mine,” he growled, enjoying the way Dusk clung to him, the feeling of power he got from dominating the smaller stallion. “Your body is mine. You belong to me.”

“Yessss,” Dusk moaned, a line of drool running down from the corner of his mouth. “I-I’m your slut. Your toy. Yours to use. Yours to fuck.” His whole body suddenly convulsed, his eyes flying wide as an intense wave of pleasure flowed over him. It was unlike any orgasm he’d experienced before, the sensation was so much deeper, so much more powerful. His cock twitched and throbbed, but no cum came out. Jaw falling slack, Dusk’s mind was consumed by the alien feeling that lasted far longer than he thought possible

Blitz, meanwhile, felt the way Dusk’s ass clenched against his cock over and over, as though trying to milk the seed from his balls. “Was that two, Dusky?” he asked, not even bothering to slow his thrusting.

There was no response more coherent than a gargled moan, but Blitz took that as a ‘yes’ anyway. He grinned. “One more to go.” His arms wrapped around Dusk’s back and before the unicorn knew it he was lifted from the bed and slammed against a wall, which admittedly was just as soft as the mattress had been.

Held up by Blitz’s arms, Dusk could do little else but moan as he held on for dear life, his mind adrift in an endless sea of pleasure. He was vaguely aware of Blitz saying something, but his head felt like it had been stuffed with cotton. Time and space lost meaning, the only thing left was the cock stuffing his ass and the feeling of being dominated, of being used however someone else saw fit.

Dusk squirmed and whimpered, impaled atop Blitz’s cock and helpless to do anything about the brutal fucking he was recieving.

“Do you want another one?”

“Huh?” Dusk blinked, some sense returning to him as he felt Blitz’s teeth against his neck, just below his choker.

“The mark from the other night is fading,” Blitz explained, licking along the dull bruise. “I asked if you wanted another one to replace it. A nice little sign showing that your ass is owned.”

Dusk nodded wordlessly, an all new wave of lust washing over him at the thought of being claimed once more, marked as his stallion’s property. The tag on his choker bounced wildly against his neck with every thrust.

“You want to be my personal slut?” Blitz shifted his hips in an effort to get his cock even deeper. “Do you think you deserve it?”

“P-please, Rainbow,” Dusk whimpered, realizing what the pegasus was after. “Please, claim me again. I-I’m your slut.”

Blitz’s nostrils flared and he snorted, hips working in long, full strokes. “And what if someone sees it?”

“Th-they’ll know my ass is owned by you.”

It took every last ounce of willpower Blitz had to keep from cumming, his cock almost painfully hard, balls aching and seaming to swell as he held himself back. Dusk had only cum twice, after all. He had a promise to keep. “How will they know?” he breathed, right in Dusk’s ear.

“I-I’ll tell them!” Dusk cried. “A-anyone who sees it, anyone who asks - I’ll tell them it was from you, that you’re… you’re my…”

Blitz halted himself, holding there and grinding forcefully up into Dusk’s prostate. “Your what?” He didn’t wait for the answer as he clamped his teeth down on Dusk’s neck again, biting down firmly as he created a seal with his lips and sucked.

“My master!” Dusk screamed, his third orgasm ripping through his veins. A tiny string of translucent cum dribbled from his cock. “You’re my master! My stallion!”

Groaning as he felt his cock getting milked by Dusk’s quivering, clenching walls, Blitz pulled back and admired the mark he’d left. Finally he let himself go. A few quick, half-inch thrusts was all it took to trigger his own climax. His balls clenched and an intense feeling of release overtook him as his cock unleashed its load deep in his friend’s ass. The first shot alone was more than he usually produced, and that was only the beginning. A guttural, bestial growl forced its way past his lips. “And what are you?”

Dusk shuddered as his colon was filled by what felt like gallons of spunk. “Your pet. Your toy. Your slut! Wh-whatever you want me to be! I’m yours!”

“Good boy,” Blitz whispered, hips twitching as his orgasm continued, his cock pumping more and more thick, creamy jizz into the femboy. The thick flare of his cockhead created and air-tight seal, keeping every last drop inside even as the pressure grew.

By the time Blitz’s orgasm started to slow Dusk felt beyond full, his tongue lolling out of his mouth as he panted, arms and legs weakly clinging to his stallion. Blitz’s strength was the only thing holding him up, and a part of him was keenly aware of it - the same part of him that recognized Blitz not as his friend, but as his master. That part of him relished the feeling of Blitz’s hot spunk inside him, squealing internal about being bred by his stallion.

What felt like an eternity later the flow of jizz stopped, and Blitz’s legs shook as exhaustion caught up to him. There was a wet pop as his softening cock slipped from Dusk’s well-used hole, a veritable deluge of cum splattering onto the floor. Not that Blitz really cared; he barely had enough strength left to hold Dusk up, never mind think about cleaning up. It took every last ounce of energy he had to pull his partner off the wall and stagger to the bed, only to collapse in a tangled mess of limbs. For a few moments the only sound was their combined panting as they both struggled to catch their breath.

Blitz felt Dusk squirming and, after a moment, helped untangle their bodies. Before Dusk could get up, though, he wrapped his arms around the smaller stallion, pulling him against his chest, only to cringe and recoil as the half-dried cum on Dusk’s outfit pressed into his bare belly. “You, uh, wanna take that stuff off?”

Dusk frowned, eyes flicking away. “I thought you liked it? I-I wore it for you, and-”

With a roll of his eyes, Blitz tilted his head forward and tapped their foreheads together. “I do,” he said. “I just don’t like that you’re covered in jizz.”

“O-oh…”

Blitz raised an eyebrow. “Well?”

“H-hold on…” Dusk squinted his eyes and his horn flickered to life, the glow wavering and unsteady. After a moment, there was a flash, and he smiled. “There - no semen on my clothes.”

“You coulda’ just taken them off…” Blitz muttered to himself, but shrugged it off as he once more pressed their chests together, sighing. “Well whatever. I suppose you are pretty cute all dressed up like that.”

Dusk’s face flushed. “I-I’m glad you think so…”

“You’re gettin’ shy on me again. What happened to all that confidence you had when you were doing your thing? It’s like you’re a different person when you’re horny.”

“You’re one to talk,” Dusk bit back with a smirk. “Telling me you don’t do the ‘romance junk’ then all that talk about owning me, claiming me.”

For the first time, Dusk saw Blitz blushing, the pegasus glancing away. “I… uh… i-it’s just a sex thing, y’know? That kinda stuff turns me on, that’s all. It’s not like I actually-”

“Blitz, shut up; I get it. Master,” Dusk added teasingly.

Blitz felt a shudder run down his spine but chose to ignore it. “Yeah yeah, laugh it up. Speaking of that, though; I’m sorry about your plan. I, uh, guess I kinda ruined it again, huh?”

Dusk looked genuinely confused for a moment, before the realization dawned on him and he laughed. “Blitz, didn’t you realize how easy it was to break out of my magic?”

“What?”

“I’m not that bad at magic,” Dusk said. “And, I hate to tell you this, but you’re not that strong.”

Blitz blanched. “Wait… you mean… that was your plan?”

The unicorn giggled and nodded. “I told you before; I’m a natural sub. I didn’t actually want to top you, I just wanted to get you riled up enough to… well, do that. Which was amazing, by the way; I’ve never cum that hard before.”

“Heh, you and me both,” Blitz admitted. “You really know how to turn me on. I think this thing we got goin’ is gonna be a lot of fun.”

“Hopefully,” Dusk agreed, shifting down so he could bury his face in Blitz’s chest. He sighed contentedly, and he realized he felt just as comfortable here, in this position, as he did when he was reading. It wasn’t an unwelcome realization, but it caught him off guard; he’d never been this relaxed around another person before, never mind while he was dressed up. Still, around Rainbow, he knew he could let loose and be himself. That much had been made clear after their first encounter. Today had only made him realize it.

Blitz, meanwhile, watched the smaller stallion with an idle smile, enjoying both the afterglow of his climax and the warmth of another body pressed against his. It lasted all of thirty seconds, however, as his eyes landed on the clock.

“Shit, dude; we gotta go. We were supposed to have lunch with the guys twenty minutes ago!”

Dusk just yawned. “I rescheduled that this morning,” he mumbled, peaking one eye open to check the time. “We have another hour. I thought this might take a while.”

There was a pause, then Blitz broke out laughing. “Of course you did. Of course you did. You-...” he shook his head and hugged Dusk a little tighter. “You’re still you under those clothes. In that case, we have time for a nap… and a shower, for that matter.”

“That was the idea.”

“Then after lunch, we’ll go back to your place and you’re gonna show me that list of yours,” Blitz added with a mischievous grin.

Dusk swallowed nervously.

With a final flap of his wings, Rainbow Blitz landed on the sidewalk outside Sugarcube Corner. He ran his hands through his hair, making sure the flight over had fully dried it. Satisfied, he stepped into the bakery and scanned the tables, quickly locating the booth his friends occupied. Well, most of his friends, anyway.

“Hey guys,” he greeted with a wave, sliding into the half-empty booth next to Butterscotch. “Dusk isn’t here yet?”

“I’m afraid not,” Elusive said, glancing out the large windows along the front wall of the store. “He’s the one who rescheduled though; whatever the reason, it may have run a little longer than he thought.”

Applejack snorted. “Bet he’s hole’ up in that library of his readin’.”

“Heh. Reading,” Blitz chuckled under his breath. “Eh, whatever the egghead’s doing, he’ll be here. You know how he is about his schedules.” Despite his words, a frown crossed his lips.

“I have to go home and change,” Dusk said, emphasising his point by tugging at the hem of his skirt. “I-I’ll shower there and meet you for lunch. The guys might think something’s up if we show up together.”

Blitz raised a single eyebrow. “And that’s a problem? I mean, I know you freaked out about Barb finding out, but if we’re gonna keep doing this kinda thing-”

“I-I know, just…” Dusk trailed off, shifting uncomfortably. “Just… for now, please?”

“What, you ashamed to be fucking the hottest guy in ponyville or somethin’?” There was a teasing smirk that undercut the statement, and Blitz couldn’t help but to lean forward slightly. “What if they see that-” he reached out and tapped the fresh bruise on Dusk’s neck, seamingly highlighted by the bright pink choker. “What did you say you’d do? Something about telling them I’m your master? Tell them you belong to me?”

Dusk’s entire face burned a deep crimson as he stepped back out of reach. “Sh-shut up, you know none of that was real.”

Blitz just rolled his eyes - though he felt a strange sense of disappointment well up in his gut, despite the fact he’d already known that. “They’re gonna figure it out eventually,” he said.

“I know that, just…” he sighed and lifted his head, meeting Blitz’s eyes. “Please, just keep it a secret for now. I’m… I need some time to adjust to all of this - the guys don’t even know I’m gay. No one knew I was gay until you and the other night happened. It’s-”

There was a slap as Blitz’s hand met his face. “Shit, I totally forgot about that. Right, yeah, cool. You, uh, take your time with it, or whatever. I’ll keep my mouth shut.”

Dusk relaxed as a smile spread across his face. “Thanks,” he said, bracing himself against Blitz’s chest as he stood on the tips of his toes to lay a chaste kiss on the pegasus’s cheek. “I’ll see you in a few minutes.” With that he lit his horn and was gone in a flash of purple magic, leaving Blitz stood there, a blush on his cheeks as he scratched the back of his neck nervously.

“No problem…”

“Hey, Blitz!”

“Huh?” Blitz jolted, shaken from his thoughts. He looked up, realizing all eyes were on him. “What?”

“We were asking if anyone had seen Dusk Shine recently,” Elusive explained delicately, his eyes narrowing slightly. “But now I’m more interested in whatever has you so distracted. It’s not like you to get lost in thought like that.”

Blitz gave an awkward smile. “It’s nothing,” he said, waving his hand dismissively. “And I haven’t seen Dusk in a while…”

“Maybe he got some kind of assignment from the Prince?” Butterscotch offered uncertainly. “This morning when he rescheduled was the first time I’ve seen him all week. And Barb hasn’t been around, either.”

Suddenly Bubble Berry gasped, leaning forward over the table. “Maybe he’s been kidnapped and is being held hostage!”

Applejack rolled his eyes. “We all just saw him today.”

“Maybe his kidnappers just let him go,” the stallion answered, before shrugging and sitting back in his seat. “Or maybe he’s been locked in his room choking the chicken all week. Who knows!?”

Applejack snickered at that while Butterscotch blushed, pulling his long pink bangs over his face. Elusive coughed. “Berry, please; that’s hardly appropriate. And besides, not really something our innocent Dusk Shine would do.”

There was a round of agreement at that, and Blitz struggled to hold back a laugh. Berry’s uncanny knack for landing shockingly close to the truth with blind guesses unnerved him slightly, but no one would actually believe something so far fetched. If anything, the idea being thrown out in the open made it less likely to be considered.

Then the bell above the front door jungled, and suddenly all eyes were fixed on the neatly-dressed unicorn that had just entered.

“Dusk Shine!” Elusive called, waving him over. “Where have you been?”

Dusk smiled as he came over, faltering only slightly when he noticed the only open seat was next to Blitz. “S-sorry I’m late,” he muttered bashfully, sliding into the booth. “I, uh, lost track of time.”

Blitz’s eyes narrowed, already knowing that was a lie. He looked the stallion over, but before he could figure out what had actually taken so long his jaw nearly fell open. Though mostly covered by the collar of his button-down shirt, from Blitz’s angle he could quite clearly see a well-defined bruise on the unicorn’s neck.

“What happened to hiding it with magic?” Blitz thought. “If someone notices-”

His thoughts were derailed when Dusk looked up at him and, seeing his expression, blushed. He self consciously pulled at his collar, obscuring the mark more but in no way fully hiding it.

“Were you kidnapped!?” Berry asked urgently. “What did they do to you!?”

Dusk blinked, glancing around the table for help. Everyone just shook their heads. “Uh… no?”

“What Berry means,” Elusive cut in smoothly, “is that none of us have seen you in a while. We were just wondering if something was wrong.”

“Oh! No, nothing’s wrong. Just… been busy, I guess.”

Blitz smirked, leaning back in his seat and crossing his arms behind his head. “Told ya. Who knows what our little nerd gets up to, locked in that library.” He noted Dusk’s glowing blush with an evil grin. “Especially when Barb isn’t around to check on him. He could be doing anything, and we’d- ow!” his hands flew over his mouth as something stomped forcefully on his foot.

Dusk gave and painfully forced, thin smile, his foot grinding down on Blitz’s toes a second for added emphasis before he lifted it. “Studying,” he said in a tone dripping honey. “Just studying; nothing interesting. Right, Blitz?”

“Yeah,” he growled, glaring daggers at the side of the unicorn’s head. “You haven’t done an interesting thing in your life.”

“Alright.” Applejack slammed a hand down on the table. “They hay is goin’ on with you two?”

Blitz and Dusk looked at each other, then back at the table, all eyes on them. “Nothing,” they answered in unison.

“Uh-huh…” Applejack trailed off, his eyes narrowing. “Y’all’re hiding somethin’.”

“I-I haven’t even seen Blitz all week,” Dusk protested weakly, shifting uncomfortably under increasingly scrutinizing looks. “There’s nothing going on, really, I’ve just-” he stopped when he felt a hand squeeze his thigh. He looked down, and followed the arm back up to Blitz’s face. The pegasus nodding slightly, as though saying “let me handle this”.

“I think you’ve been watching too many of your grandfather’s soap operas,” Blitz said with a casual shrug of his shoulders.

Applejack gaped at him. “I told y’all I do not watch that garbage!”

“Sure ya don’t. That’s why you won’t mind if I spoil that the gardner isn’t the father, it’s the-”

“Fine! Spoil away; whatever you want!” Applejack shouted suddenly, though he couldn’t hide the nervous sweat forming on his brow. His eyes flicked this way and that, searching for an out. Instead all he found were the snickering faces of his friends “I-it’s not… I just… uhh… it’s… shut up!”

There was a round of laughter, and Dusk relaxed into his seat as the heat was taken off him. He smiled thankfully up at Blitz, who just winked at him, giving his thigh another squeeze.

Soon after Berry disappeared, returning a moment later with lunch, and the rest of the meal passed uneventfully. To Blitz’s surprise, no one seemed to notice what was, to him, an obvious mark on Dusk’s neck. The unicorn himself remained mostly quiet, not wanting to draw attention back onto himself. When the gathering was over, and each member started going his own way, Dusk stood and, biting his lip, motioned for Blitz to follow after saying his goodbyes.

Rainbow Blitz stepped out the door a minute behind his friend, quickly scanning the street before spotting the unicorn waiting discreetly nearby.

“Hey,” he said as he walked over. “What’s going on?”

Dusk’s feet shuffled, and he started leading them towards the library before answering. “It’s… y-you said you wanted to see my… list?”

Blitz nodded. “I do, but if you want to wait-”

“No. I…” he sighed. Looking ahead as they rounded a corner, his home coming into view at the end of the street. “This is supposed to be just a casual thing, right? No… emotions?”

“Yeah…” Blitz trailed off, eyeing the unicorn cautiously. “If you’re not okay with that-”

Dusk shook his head. “No… I… I think I’m okay with that. It’s…” he found himself chuckling. “I’ve never dated anyone before; I wouldn’t have any idea what to do. But just the sex? I can handle that. Besides, you’re my friend - I wouldn’t want to do anything to risk what we have right now.”

“That’s… good,” Blitz said slowly. He didn’t know why he felt like he was lying. “So what’s going on?”

Instead of answering, Duisk remained silent until they’d made it back to Golden Oaks. he hesitated a moment before opening the door and leading Blitz up towards his room. “I… I thought about what you said,” he explained slowly as they came to his bedroom door. “About… wanting to know what you were getting into.

“I decided you were right.” Dusk took a long, slow breath, fidgeting and blushing in a way Blitz could only describe as cute. “You deserve to know. I-if… if seeing this makes you not want to… do that with me anymore, then… that’s okay, b-but-”

Blitz placed a hand over Dusk’s mouth. “Dude, chill; you aren’t gonna scare me away because you have a couple weird kinks. If you’re even into anything that weird. I’ve been around a bit.” When he received a nod and was confident Dusk wasn’t going to panic on him, he removed his hand. “Now tell me what’s going on.”

“It’s… easier to show you,” he said, opening the door before them.

Blitz stepped inside, and his eyes widened slightly; all across Dusk’s bed there was a plethora of outfits and sex toys laid out. Next to it all was a single, rolled piece of parchment.

“Th-this is… everything,” Dusk mumbled, eyes glued to the floor as a blush burned across his cheeks. “This is what I like. What you’d be getting into.”

“Huh.” Blitz circled around the bed. All things considered, it wasn’t even a particularly large collection; a couple dildos of verying size - the only one that caught his eye being one with a thick, bulbous knot above the base - a few other anal toys, and some basic bondage gear. He picked up a pair of fuzzy pink handcuffs, dangling them from a finger. “Not bad… for a start.”

Dusk’s head snapped up, eyes wide. “W-what?”

“I mean, compared to some guys I’ve been with, this really isn’t much. Not even that strange,” he dropped the cuffs and switched over to the half-dozen different outfits. Almost all of which featured a short skirt of some description. He was almost disappointed by the lack of variety. “Seriously; the cross dressing is about the only thing I haven’t seen before, and that’s just because I never met anyone into it. But I mean, you already know I’m down with that.”

“Y-you’re… seriously okay with all of this?”

Blitz shrugged and picked up the promised list, unfurling it. “Look, I have fun with you, and that’s really all I care about. So what if you have some kinks? If it’s something I’m okay with, I’ll indulge you… hey, what’re these stars?” He asked, pointing at the parchment. Just like Dusk had said, it was a list of kinks - most of which he either knew about already or could have guessed - but a few had anywhere from one to three stars drawn next to it.

“A r-rating…” Dusk muttered quietly. “Of the ones I’ve tried, the more stars, the more I… l-like it…”

“Ah.” He smirked, noting the handful of three-star kinks listed. All of the three stars he’d already known about, except two. “You have a thing for cum?”

Dusk squeaked something unintelligible, covering his face with his hands.

“Well, I probably should have guessed that one - seeing you lick your own cum off my fingers was hot as hell, by the way. But, uh... “ he glanced down at the bed, spotting a small, pink piece of plastic he hadn’t immediately recognized. “Chastity, huh?”

“I-it’s the… control thing… t-taking that away…” Dusk explained from behind his hands.

Blitz just snickered and went back to reading, making a note of that for later. He paused again on another - this one with no stars next to it - and then looked to the bed at a particular costume that had caught his eye. An idea that had long been dormant in his mind sprang to the forefront, and he reached forward to grab a pom-pom.

“Oh Dusky,” he practically purred, and Dusk could have sworn he saw a predatory glint in the pegasus’s eye from between his fingers. “We’re gonna have a lot of fun.”

Author's Note

What? Y'all thought Blitz wouldn't want to keep fucking a sexy femboy?

And you thought Dusk was going to be the first one to start developing more-than-friend feelings?

Fools. I have deceived you all!

Anyway, this was fun to write. Also a bit of a teaser for future fetishes. I'll be honest; the trigger warnings in the description were for when the first chapter was going to be a one-shot. Now that this story is going to be, well, an actual story, I need to add... A bunch more. I'll do that at some point.

Comments go below. You should tell me if you see somewhere I need to improve; clop is not my specialty.

Chapter Four; A Problem and a Solution

A Rainbow at Dusk

Chapter 4; A Problem and a Solution

With a zombie-like groan Dusk Shine staggered into his kitchen wearing the same clothes he’d donned the previous night, which were notably not meant to be worn by stallions. Despite this, his attire was the furthest thing from his mind as he rubbed at his eyes in a vain attempt to clear the fog that clung to the edges of his vision. He yawned widely, shuffling over to the counter and the coffee maker atop it. His horn flickered to life, then sputtered out. He blinked, then rolled his eyes as he set about making coffee without the aid of his magic. A cupboard was pulled open and a can of coffee grounds pulled down.

Except there wasn’t a can where there usually was.

Dusk stared at the empty spot for a few long moments, unable - or perhaps unwilling - to comprehend what he was seeing. Then the door slammed shut.

“Where the hell does Barb keep the extra coffee?” He asked aloud, as though the walls would answer his plea for caffeine. The other cupboards proved fruitless, as did the pantry, and Dusk was left to confusedly scratch at his head, cringing as his hand hit the crusty aftermath of last night’s activities. Why exactly Blitz decided to ejaculate in his hair, he wasn’t quite sure. Well, to be fair, his face had been the target, with his hair only collateral damage - and it had been pretty hot in the moment - but that didn’t make washing dried cum off any easier the next morning.

“Ugh. Shower,” he mumbled, shelving the thought for later and turning away. His eye twitched when he saw the can of coffee sitting on the table behind him - exactly where he’d left it yesterday.

“Coffee, then shower,” was the conclusion after only a second of internal debate.

A minute later the kitchen was filled with the rumbling of a coffee maker that was far too slow. Dusk decided he’d need to buy a new one. And that he needed to thank Barb when she got back; she’d always had a pot ready as soon as he’d woken up. Her patience working with the damned machine must have been worthy of saint-hood. Or at the very least a few large gems.

He watched for a moment longer before forcefully turning away. A mug was pulled from the cupboard and placed on the table. Dusk stared at it, squinting slightly, his gut telling him something was missing. It took him longer than he’d have liked to figure out what was wrong with the scene, and a second mug quickly joined the first.

“Still getting used to that,” he said under his breath, examining the pair of cups. A ghost of a chuckle danced on his breath. If anything, that was the only thing he was still getting used to; it had been almost a week since Blitz had first stumbled onto his secret, and after that… well, he’d liked to have said a lot changed, but it didn’t really feel like it. Sure, there was a little bit more going on behind closed doors, but Rainbow Blitz was still his friend. And just his friend, a fact that made the transition easier in Dusk’s eyes. The way he saw it, nothing was different between them, there were just a few extra perks tacked on to what was already a strong friendship.

Perks Dusk had been more than happy to take advantage of. He counted his blessings Barb had been called to Canterlot, leaving the library empty and assuring total privacy. The thought made him frown suddenly, and he checked the calendar on the wall. Barb was due back tomorrow, and his time with Blitz suddenly seemed disappointingly limited. He sighed and pushed his concerns away. After all, he’d have to deal with Barb eventually. And the rest of his friends; Blitz had been right about them finding out sooner or later. He just hoped it would be the latter.

The coffee pot sputtered and snapped him from his thoughts, a hopeful surge rushing through him as he looked to the pot, only for his smile to melt away at the pathetic amount of coffee in the bottom.

“Yes, please; take your time. I’ve got nothing better to do,” Dusk snarked, collapsing into a chair and laying his head on the table as he watched the slow drip of coffee that seemed like it would be unable to fill the pot before the heat death of the universe. The thought of showering while he was waiting crossed his mind, but then he glanced at the stairs leading back up to the second floor, and decided he’d rather do anything else but climb them.

So he resigned himself to a slow, painful demise waiting for the prophesized promise of caffeine that surely could never come true at this rate.

“Good morning, Dusky!”

Dusk grunted. “Too loud. Too early,” he muttered. “No coffee.”

Rainbow Blitz sniggered, coming up behind the unicorn’s seat and wrapping his arms around Dusk’s torso, pulling him upright and against his own, shirtless chest. “Aw, don’t be like that!”

“How are you a morning person?”

“Eh, I get enough sleep during the day. Who needs to sleep in?” Blitz asked rhetorically.

“Normal people.” Was the snarky response. Blitz just chuckled again, and Dusk felt the pegasus shifting behind him, pressing up against the back of the chair and grinding. “Blitz,” he said dryly, “What do you want?”

Blitz jolted at that, and rubbed the back of his neck somewhat awkwardly. “Heh, can’t sneak anything by you, huh? I could, ah, use a hand with something. Or… y’know; a mouth… or ass…”

Sighing, Dusk tilted his head back, looking up at Blitz as the back of his head bumped into the pegasus’s ‘problem’. The same problem he seemed to have every morning. “Seriously?”

“What? You think I’m not gonna get hard with you running around dressed like that?” Blitz asked, his eyes trailing over the lithe stallion’s femenine attire. “It’s like you’re trying to get me worked up. Also morning wood is a real thing, y’know.”

Dusk made a vain attempt to push the pegasus away, only succeeding in being held tighter against the bulge in Blitz’s pants. “Not wanting to change before taking a shower so I don’t ruin perfectly clean clothes is not the same as wearing something to tease you. Go take a cold shower,” he grumbled.

“C’mon, Dusk!” Blitz leaned down so his breath tickled Dusk’s ear. “You know I can make it worth your time.”

“Your jizz is still in my hair. Shower’s upstairs. Cold water’s the knob on the left. Don’t use all the hot water.”

“Hey now-” Blitz’s voice lowered, and his hand reached up from around Dusk’s torso to the unicorn’s neck, lightly tugging on the choker that Dusk seemed to permanently wear in private. “What’s this say? You’re supposed to be a slut, aren’t you? My slut. That’s no way to talk to your master.”

Dusk looked at him flatly, swatting away the hand that was still playing with his choker. “My ass is still sore from last night. And the night before that. And that morning. And the night before that. Some of us need a rest. Go take a cold shower.”

“Huh.” Blitz pulled his head back, surprised. “That usually works on you…”

“It works when I’m horny,” Dusk corrected. “I’m too tired to be horny.”

Blitz groaned, squeezing the smaller stallion tighter into his chest. “C’mon, Dusk; help a guy out here.”

“I am helping; I’m letting you use my shower.”

“Please?”

Dusk took Blitz’s wrists in his hands and removed them from around his chest. “Cold. Shower. Go.”

“Duuuuusk~”

Dusk Shine groaned and glanced at the coffee pot and the slowly growing layer of liquid. He looked back up at the pleading pout on Blitz’s face. There time was limited, with Barb coming home soon. Today would be the last day they could have some real privacy without garnering questions... “Fine," he relented with a sigh. With a flash of magic the mugs on the table were moved aside and he stood from his chair. “You have until the coffee’s done. Whether you finish or not.”

“Atta boy!” Blitz cheered, already working on the button of his pants. He looked up, pausing when he saw Dusk hoist himself up onto the table, sitting on the edge. “Uh… my dick’s down here.”

Dusk rolled his eyes. “I told you; my ass is sore. As fun as that is, I really do need a rest. So-” He spun around and laid back so he was upside down on the table, his head hanging off the edge. “-you’ll have to make do with my mouth.”

“Whoa.” Blitz’s pants fell to his ankles. “That’s hot.”

A slight blush rose in his cheeks, and Dusk looked away. “I’ve… always wanted to try it this way...” He shook his head and pointed at the coffee maker. “Time’s running out.”

“Yeah, yeah, gimme a sec, here…” Blitz trailed off, awkwardly kicking his pants away and discarding his boxers just as quickly, his thick member fully hard and ready to go. He stepped up to the conveniently waist-height table. “You ready?”

Instead of answering Dusk shifted slightly, allowing his head to fall a little more so he was at the right level. His jaw fell open and his tongue stuck out invitingly.

It was an invitation Blitz wasn’t about to turn down. With a hand at the base of his dick he quickly lined himself up and slid forward. Dusk’s lips wrapped around the head of his cock and a shudder ran down his spine at the familiar sensation of a tongue lapping at his length and the alien feeling of one rubbing the top of his member. Not that he was about to complain; Dusk’s mouth felt just as good upside down as it did rightside up, sideways or any other way he could imagine shoving his dick in it.

Besides, the view was almost better from this angle. As much as there was something undeniably hot about Dusk looking up with those big, adorable eyes while blowing him, from his vantage point he could look out over the entirety of the femmy stallion’s body, and Blitz took full advantage. Eyes roaming hungrily up from the tight pink choker pressed against Dusk’s slender neck, over the light purple, long-sleeve crop top that ended well above his belly button, exposing a delicious slice of midriff that highlighted his narrow waste and notably wider hips, upon which sat the same purple-and-black miniskirt from before. Beneath which, unrestrained by the panties that had been thrown away at some point the previous night, Dusk’s own cock had started to grow, tenting out the hem of his skirt. His legs were covered by lacey black stockings that pinched into the small amount of fat on his thighs.

Suddenly shaken from his ogling by a tapping at his leg, Blitz realized he’d just been standing there and looked down in time to see Dusk point impatiently at the coffee pot. He rolled his eyes, easing the head of his cock deeper into the unicorn’s welcoming maw. “Yeesh. You’re pretty pushy for someone with a dick in their mouth.”

Blitz froze as he felt the barest hint of teeth graze against the sensitive underside of his member. It was soft and fleeting, but the message was clear; you’re pretty smug for someone who’s dick is in my mouth. He glared daggers down at Dusk, but kept his mouth shut as he started thrusting slowly, each push only sending his cockhead to the back of Dusk’s mouth before pulling back again. Each time a little bit more saliva coated the shaft, leaving it slick and glistening in the morning light - and, more importantly, making it nice and slippery.

“Heh. You’ve gotten pretty good at this,” Rainbow noted almost absentmindedly, shifting gears and increasing his speed, but still not going any deeper. He grunted as Dusk’s tongue twisted and curled against his girth. “‘Course, a slut like you was made for this kinda thing. It’d be kinda sad if you couldn’t suck dick.”

Dusk almost rolled his eyes at that. In any other circumstances, that kind of talk drove him wild. Before his morning coffee, it just sounded cheesy. The heady flavour of Blitz’s cock in his mouth was always welcome, however, and the feeling of it stretching his lips was satisfying in a way he couldn’t describe. It was thick enough to bulge his cheeks out with every inward thrust, and was by far the largest thing he could fit in his throat. Almost like it was made specifically to be inside him. Or rather he was made specifically to be wrapped around it. Made to be used for Blitz’s pleasure.

Despite himself, and despite his lack of coffee, Dusk felt his own member hardening beneath his skirt. Blitz seemed to take that as a signal to keep going, as he suddenly jerked his hips forward, the thick, blunt head of his cock bumping up against the back of Dusk’s mouth. He took the que and relaxed his throat, waiting for the next thrust to swallow Blitz’s cock.

“That’s better,” Rainbow grunted, using Dusk’s tight throat to tease his cockhead with a few short, shallow strokes before pulling back. A spurt of pre filled the unicorn’s mouth with the salty taste of Blitz’s arousal. The familiar flavour beginning to fog his mind, his cock twitching beneath his skirt.

“Oh? What’s this?” Blitz asked, and little smirk on his face as he reached out and ran a finger in a teasing circle around the tip of Dusk’s dick. “What happened to being too tired to be horny?”

Dusk grunted, but anything more than that was silenced as Rainbow thrust back into his throat, sinking his shaft into Dusk’s mouth up to the bulbous medial ring.

Blitz chuckled, pulling Dusk’s skirt aside and running a single finger gently along the underside of his prick. “Well, I suppose I could let you get off,” he said, a hand drifting down to knead at his own swollen nutsack. “If you do a good job down there.”

Suddenly Dusk’s throat was filled by the entirety of his friend’s thick shaft. He swallowed reflexively, drawing out a groan from Blitz.

Then the face fucking began in earnest. Rainbow’s hips moved at a steady, firm pace, drawing almost all the way out before thrusting back in until Dusk’s nose was pressed into his balls. With his head tilted back, his entire throat made one long, straight sleeve to be fucked with ease. The thought that in this position he was was the perfect fleshlight only stoked his arousal higher, and his hand reached up to stroke his dick.

Blitz saw the motion and swatted it away. “Hey now; only if you do a good job. If you want release you better get ready. My standards for sluts are pretty high.”

Dusk growled, the sound coming out as a gurgle and sending vibrations along Blitz’s shaft that spurred the pegasus on. His hands clawed at the table, looking for something to grasp onto as Rainbow’s hips started moving faster, balls now audibly slapping Dusk’s face with every thrust. A near constant stream of precum leaked from his tip, washing over the unicorn’s tongue and trickling down his throat.

“Atta boy,” Blitz grunted. He reached down and wrapped one hand around Dusk’s throat, resting it there and feeling the way his girthy tool deformed the femmy stallion’s neck. Moulding Dusk to fit him and only him, proving that he belonged to Blitz and no one else. His other arm moved to Dusk’s throbbing cock and wrapped around it, stroking it in time with his thrusting. “If only the Prince could see you now,” he said. “Wrapped around my cock like a good little pet, pleasing your master. What would he say?”

Dusk’s cheeks burned fiercely at the teasing, but the way his dick throbbed told Blitz everything he needed to know.

“You’d like that, huh? Maybe you want Prince Solaris to see you like this? To find out what a dirty slut you are.” He grinned and picked up the pace, every thrust slamming his balls against Dusk’s nose. A wet, squelching sound filled the room as a mixture of fluids started all but flowing down Dusk’s face as they leaked from the corners of his mouth.

“Or maybe… you want him to join in?”

Dusk’s hips jerked upwards into Blitz’s hand as he choked on the images the pegasus’s taunts conjured forth. The shame, the embarrassment, the undeniable arousal. His throat twitched and spasmed, milking Rainbow’s cock and coaxing him deeper, faster. Urging him to unleash the load that Dusk could feel swirling around in the pegasus’s testes everytime they smacked against his drool-covered face.

“That’s what it is, isn’t it? You want him to fuck you too, don’t you? You’re such a slut. I bet that’s all you can think about whenever you see him. How big his dick must be. How good it would feel inside you.” Blitz paused long enough to lean forward and grab the table with one hand, the other still stroking Dusk’s member. “But then, you’re a big enough slut I’ll bet that’s the only thing you can think of whenever you see any guy. All you want is for them to see you for what you are and fuck you.”

The unicorn’s hips were permanently arched off the table, twitching as an orgasm built in his gut.

Blitz moaned deeply. “Well, that’s too bad; you’re my slut. Mine,” he barked, and he hilted himself as his cockhead flared. “Mine to use. Mine to fuck. Maybe I’ll let them watch, but your ass, your mouth, you’re body. They’re mine. You’re my fucktoy.” His hips spasmed, and a powerful jet of cum pulsed through his dick, bulging out Dusk’s neck even bigger as it sprayed directly into his stomach.

Dusk whimpered, lightheaded from the lack of air and the blood rushing to his head. Blitz’s hand was still rubbing him, and he came, hips jerking sporadically as he showered himself in jizz. Covered, both inside and outside, with hot, steaming spunk. Blitz held there as he filled his slut’s stomach with enough cum to constitute a full meal and then some before finally pulling out, several thick strings connecting his pulsing flare to Dusk’s mouth as a few weak dripples of jizz dripped onto the unicorn’s face, mixing with the fluids that already coated it.

By the time Dusk’s own climax ended he’d thoroughly covered his exposed belly and part of his shirt with milky white cum. When it was over his hips fell back onto the table and he gasped for breath, immediately coughing and hacking up a thick glob of jizz that coated his mouth with the salty, bitter flavour.

Dusk coughed again as he sat upright, rubbing at the mix of various fluids covering his face. He looked up and was about to croak out an order when he saw Blitz stood in front of him, hands outstretched. In one was a damp cloth, and the other held a steaming cup of coffee. He smiled gratefully as he accepted both items, sipping at the mug and allowing the warm liquid to ease his throat.

“Thanks,” Dusk muttered, wincing and taking another drink before wiping himself down..

Blitz shrugged, sitting down with his own mug. “Thank you,” he countered with a grin.

Rolling his eyes, Dusk jumped off the table, making it only a single step away when a pair of arms wrapped around his chest and dragged him back. He grunted quietly as he fell into Blitz’s lap, pressed up against the pegasus’s firm, muscular chest and held there almost possessively. It was an arrangement that had become pretty standard over the past few days, along with everything else.

“Where’re ya goin’?” Blitz asked playfully, resting his chin on Dusk’s shoulder.

“Well, I was going to go shower at some point, but I forgot how cuddly you get after you orgasm,” he said with a false air of annoyance, betrayed by the way he settled back into the embrace.

“Shut up.”

Dusk just chuckled. “It’s not a bad thing. Just… not really what I would expect from you, of all people.”

“And I wouldn’t expect you to have a thing for dressing up like a girl and getting railed,” he bit back, squeezing the smaller unicorn more tightly against him. “Now shut up about it.”

“Aw c’mon!” Dusk teased, leaning away and turning his head to look at Rainbow’s face. “It’s cute! You’re always so-” he made a vague motion with his hand “-masculin, I guess. Not to mention all the tough talk during sex. But after you turn into this big ball of-”

“Alright, that’s it,” Blitz announced, standing up and lifting Dusk into the air with ease. He set the smaller stallion down onto the floor. “I’m going home.”

Dusk pouted, smoothing his skirt. “Blitz~” he whined. “I’m sorry! I didn’t mean it!” His tone was anything but remorseful.

Blitz raised a single eyebrow and held it for a few long moments. Eventually, he sighed, and sat back down. “You’re lucky you’re cute,” he grumbled. With one arm he grabbed Dusk and once more pulled him into his lap.

“Well, I mean, the clothes help with that,” Dusk said, blushing slightly as he felt Blitz’s hands roaming over his exposed stomach.

“Uh-huh…” Blitz lifted his head, looking down over the stallion in his arms. “You keep saying that,” he said. He felt Dusk fidget and frowned. “Dusk?”

Dusk forced out a chuckle. “Are you saying you don’t like it when I dress up for you?”

“Oh?” Blitz raised an eyebrow. “Since when did you do it for me? And here I thought you were just really into it.”

“Whether I’m wearing a skirt or not, it’s all the same on my end. I figured you could use something pretty to look at while you’re…” he cleared his throat. “Doing your thing.”

Blitz laughed. “Yeah, you’re ‘my thing’ alright.” He paused, wincing at his own words before quickly shrugging it off, his tone becoming firmer. “Seriously though; you look just fine without the skirts ‘n stuff.”

“Yeah,” Dusk murmured, eyes downcast. Fine. “I know.”

Blitz, oblivious to the disappointment in his friend’s voice, nodded approvingly to himself. “Good.” He settled back into his chair, reaching out and grabbing his coffee to take a long drink before sighing contentedly. “Soooo… plans for tonight?”

A snort of laughter forced itself past Dusk’s lips. “You’re libido is ridiculous, you know that?”

“It might have something to do with the stallion in a skirt sitting in my lap. Just a hunch.”

“Well, as fun as this has been, Barb’s back on the early train tomorrow morning and I’d rather not have a repeat of… last…” Dusk trailed off, the colour draining from his face and eyes widening. “Oh.”

Blitz raised an eyebrow, leaning to the side. “Dusk?”

“You have any ideas how to explain to her how a pair of panties wound up in my room without involving an imaginary marefriend?”

“She found them!?” Blitz asked through a sudden guffaw. “Dude, you’re fucked. And not even by me this time!”

Dusk turned, his eyes narrowing. “You’re not helping.”

“I don’t think I can help you at this point.”

“You could tell her you left them there as a prank!” Dusk argued, throwing up his arms. “Unless you want me to tell her they’re yours.”

Blitz just chuckled at that. “That would mean telling her about our, ah, arrangement. Really think you’re ready for that?”

A high-pitched whine came from the back of the unicorn’s throat as he fought against the arms holding him down. “Rainbow, please; I need help here.”

“Hey, maybe if you come clean she’ll let you borrow some of her stuff. I bet she’s got somethin’ cute tucked away?”

“Blitz!” Dusk cried, jumping out of the pegasus’s grasp and whirling around. ‘That’s… no! She’s like my sister!”

“Relax; I’m just messing with you. If you really want me to, I’ll make somethin’ up that should get her off the scent, but…” he trailed off, and for a moment his lecherous grin looked as though he’d grown fangs. “You’ll owe me one.”

Dusk frowned, already knowing he’d probably end up regretting it, but seeing no other option, he nodded. “Fine. Whatever. Just as long as it gets her to stop pestering me about a mare that doesn’t exist.” What was the worst that could happen, anyway? It was probably just going to be sex, right? He was fine with that. Well, a little more than fine with it.

“Then it’s a deal.” Blitz downed the last of his coffee before he stood a stretched. “I’ll come by tomorrow and talk to her. In the meantime, shower. You in?”

Straightening his skirt, Dusk turned away. “You go ahead. I have something to take care of.”

“Aw come on; you never shower with me, and I won’t even get to see you tonight.”

“You make it sound like we’re dating,” Dusk said, smirking at the deep red blush that suddenly exploded onto Blitz’ face. “You know, I’m starting to think all that tough talk during sex isn’t just talk after all…”

Blitz was already leaving the room. “As if, Egghead. You’re not that cute.”

“Hey, Blitz?”

The pegasus turned just in time to catch his pants and underwear with his face. They fell into his arms and revealed Dusk struggling to contain his laughter. “Laugh it up,” Blitz muttered, marching dutifully up the stairs. “Your ass is mine as soon as I deal with Barb.”

Dusk watched him go, his mirth fading as a hand almost subconsciously reached up to rub at the crook of his neck.

Blitz didn’t notice and continued up to the bathroom, dropping his clothes on the floor and stepping into the tub. One word echoed back in his mind, over and over, and her cursed himself for it.

“Mine”.

He had said it like it meant nothing. And it didn’t; it was meaningless dirty talk. Or at least, that’s all it was supposed to be. But a part of him, the part of him that made him say it, meant it in a different way.

“Shut up,” Blitz grunted under his breath, angrily fumbling for the knob. The spray of the shower rained down over his shoulders, the sound utterly failing to drown out his own thoughts. Thoughts like how disappointed he was he wouldn’t get to see Dusk tonight. Why should he even care? One day without his fuck buddy wasn’t the end of the world.

“Maybe I should swing by anyway,” he pondered aloud, a slight smile easing the tension in his face. “He’s worried about Barb finding out about us, but if I’m out of here tonight, problem solved. We could just hang out or somethin’. Get something to eat maybe.”

Blitz’s forehead thumped suddenly against the cold, tiled wall. “That’s a date, idiot. We’re not dating. We’re fucking. There’s a difference.

“Y’know what? No, this is good. I’m being stupid; too much sex messing with my head. I need a break.” He nodded firmly to himself, reaffirming his own statement. “Take a night to myself, meet up with Dusk tomorrow, deal with Barb, and we’ll be back to normal again, right?”

The empty bathroom didn’t respond, and Blitz rolled his eyes. “Right.”

Dusk yawned, glancing up to the clock that hung overhead. “Ten minutes…” he muttered to himself, sagging forward. His eyes danced across the relatively small crowd gathered around, mostly people dressed in suits and ties carrying briefcases. A low din hung in the air that hardly even registered through the haze that clung to the edges of Dusk’s mind, the last dregs of sleep he sorely wished he could return to.

“Damn it, Barb. You just had to come home on the earliest train possible.” He snorted, shaking his head. As much as getting up extra early annoyed him, he had to admit he was glad to have his favourite assistant back as soon as possible. Even if it meant his coffee was in a to-go cup and rapidly cooling in the slight chill of a spring morning.

And the fact that Blitz didn’t come over last night. Even if it was on his own insistence - and he knew he was right to insist - he also knew having his bed to himself for the first time in a week felt off in a way that was hard to describe. Although his rear end did appreciate the reprieve. It was funny; before all this had started he’d kill for any chance to have a night alone. Now even just one day without company made him crave it.

In the distance a plume of smoke rose over the horizon, drifting in from the mountain upon which Canterlot sat. Dusk's ear twitched as he heard a faint whistle carried on the wind. He smiled and sipped at his coffee, shelving other thoughts for later as the earliest train came barreling down the tracks. There were problems to be solved - not the least of which involved a certain pair of pink panties - but they could be dealt with in their own time. For now, Barb was coming home.

"Heya, Dusky."

Dusk yelped, jumping to his feet and whirling around. He held a hand to his chest, trying to soothe his hammering heart. "Blitz!"

The pegasus took a few extra moments to control his laughter, the volume of which had garnered more than a few curious looks in their direction. "Th-the look... on your face!" He wheezed, clutching his stomach.

"Har-har. You're hilarious," Dusk muttered, turning away with a roll of his eyes. He jolted as an all-too-familiar pair of arms wrapped around him, and for a moment he relaxed into the routine embrace. Until he noticed the others gathered on the train station and went stiff.

"Blitz, what are you doing?" He whispered out of the corner of his mouth, trying to step away from his friend without drawing any extra attention.

Blitz shrugged, ignoring the smaller stallion's attempts to pull away. "Nothin' much. Out for a fly, saw you standing around. Figured I'd come say 'hey'."

Dusk felt Blitz's chin rest on his shoulder, keenly aware of the eyes on them. He blushed and forced his way out of the pegasus's arms. "Not what I was-"

A whistle blew and the station was filled with the squealing of brakes as the train lurched to a halt, hissing with steam. In the single moment Dusk was distracted he was pulled up against Blitz's side, this time just one arm wrapped around his neck.

"Besides, I figured the sooner I deal with the Barb situation the sooner we can get back to doing our thing. I missed you last night."

Dusk once more stepped away from the larger stallion. "Missed me?"

Blitz shrugged, his wings lifting him a foot off the ground as he folded his arms atop Dusk’s head and rested his chin on them - conveniently hiding his blush from the unicorn. “Well, y’know what I mean.” A hand reached down and tapped against Dusk’s throat. “I missed having something of mine.”

“Yours?”

“Yeah,” Blitz said casually, dropping back onto his feet, his arms crossed around the smaller stallion’s neck. “Who knows what you might get up to when I’m not around.”

Face burning brightly, Dusk forcibly removed Blitz’s arms and stepped away. “Alright, what’s going on?”

"Huh?" Blitz blinked, confused.

"What are you doing?" Dusk demanded more firmly. The train doors opened and a wave of passengers began pouring out around them. "You're being extra… touchy today," he explained, waving his hand and gesturing vaguely at Blitz. "I know you get this way after… you know what, but we're in public. You can't be hanging off me like that. And I’m not… yours.”

"I was just-"

"Dusk!"

They both turned to see a scale arm waving above the crowd.

Dusk glanced over his shoulder. "Don't do or say any of that in front of her," he whispered before fighting through the wave of people.

Blitz opened his mouth to argue, but it clicked shut a moment later as the unicorn vanished into the mass. He looked down and realized he had already reached out to grab him.

"Fuck. Not again."

He took off like a shot, a rainbow contrail chasing him through the sky as he sped towards the edge of Ponyville. On the far side of which a small, quiet cottage sat on the edge of the forest.

Sometimes, when it was very early in the morning and the sun was just barely above the horizon, Butterscotch wondered what it was like to sleep in. With how fond of it most people were, surely it was nice. He imagined what it would feel like to lay in bed for a few extra minutes in the morning. Maybe drift back to sleep, if he was still tired.

Whenever this happened, there was a helpful tapping at his shin to shake him from his reverie.

“Yes, Angel,” he sighed quietly, smiling kindly down at the rabbit his friends none-too-kindly referred to as ‘the white terror’. “I’m almost done, then we can have our morning tea.”

The bunny raised an eyebrow.

Butterscotch giggled daintily. “And I’ll get you a nice big carrot to go with it.”

Angel nodded and hopped away, leaving the pegasus to the rest of his morning routine. “Now, let’s see…” he turned and looked out across the field behind his cottage, taking stock of the various animals - both those starting on their breakfasts and those still waiting to be fed. “How about we-” he was cut off by a dreadfully familiar whistling sound, and looked up in time to see a rainbow screaming across the sky right towards him, striking the ground and raising a cloud of dust that was quickly blown away as Rainbow Blitz rushed forward from the plume.

“Butters!” He cried, grasping the stallion by the shoulders. “Slap me!”

Butterscotch blinked. “U-uhm… Nice to see you too, Rainbow. What… what was it you said?”

Blitz’s determined stare bored holes into the other stallion. “Slap. Me,” he repeated slowly, enunciating every syllable.

"Um… d-do I have do?" Butterscotch asked, shifting his weight between his feet nervously.

"Damn it 'Scotch just do it!"

Butterscotch nodded timidly. "O-okay… if you're sure… get ready…" he trailed off, reeling back and pausing as Blitz braced himself. His arm flew forward, open palmed, and there was a soft ‘pap’.

Blitz felt something akin to a damp cloth bump into the side of his cheek, and he nodded to himself. "Yeah. Shoulda guessed that." He opened his eyes, and Butterscotch was looking at him expectantly. “It’s cool; I’ll just go dunk myself in the lake.”

“Or, you could join me for tea and talk about what’s bothering you,” Butterscotch said flatly. “Because I’m not actually going to hit you, and flying into a lake isn’t going to do you any good.”

“Eh, it’ll probably work. I’d have asked AJ to do it but he’d try and knock me out.”

Butterscotch rolled his eyes as a gust of wind announced Rainbow Blitz’s departure. He looked up and saw the multicoloured contrail arching towards the lake and sighed, turning towards his house.

A few moments later a kettle was on the stove and two cups laid out on the table, just in time for a series of knocks to ring out through the small cottage. Butterscotch didn’t glance up from his work. “Who is it?” He called, and the only answer he got was a frustrated groan that somehow managed to sound wet.

The kettle started whistling as soon as he made it to the door and allowed his soggy guest inside. “Did the lake help?” he asked, and Blitz would have punched him had he not sounded genuine in his curiosity.

“No,” Blitz answered bitterly, arms folded as he marched inside and all but flopped onto the couch. “It didn’t.”

Butterscotch nodded, busying himself in the kitchen. “Now would you like to talk about it? Oh, hold on just a moment - let me get you a towel.”

A towel was gingerly handed to Blitz and he begrudgingly accepted it, standing up and only now realizing he’d left a trail of water from the door to the couch, the cushions visibly damp. He snorted, running the towel over his head. “Thanks,” he muttered, tugging at the collar of his soaked shirt. “Sorry about your couch.”

“It’ll dry,” Butterscotch said breezily, shrugging it off as he came back with two steaming teacups. They were set on the low coffee table and the pegasus sat down. “So, why don’t you tell me what’s going on?”

Blitz draped the towel over his shoulders, absentmindedly dropping sugarcubes into his cup. “It’s really nothing,” he said, eyes narrowing slightly. “I’m just being dumb about things.”

“If it’s nothing why are you here?”

He looked up and only managed to meet Butterscotch’s piercing gaze for a moment before his eyes turned back to his increasingly sugary drink. “Bad luck?” Blitz offered with a shrug.

Butterscotch blew gently across his tea and took a slow sip. “You always end up here when something’s bugging you. Because whether you’ll admit it or not, some part of you does want to talk about it.”

“Sounds lame,” Blitz countered, making a fake-gagging noise. “I don’t do lame.”

“Well you did me,” Dusk’s voice echoed in his mind, and he winced.

With a quiet sigh, the pink haired pegasus nodded slowly. “Okay, then you’re more than welcome to leave; I have other chores to do today, and-” he was stopped before he could stand by something grabbing his wrist.

Blitz’s free hand was balled into a fist, his other only letting go of Butterscotch’s arm when he was sure his friend wasn’t moving. “Okay, okay; I get it. Just… gimme a sec.”

Again, Butterscotch nodded, returning to his tea but always keeping a close eye on his friend, choosing not to say anything more. However, as the moments passed, it became clear a few more nudges were necessary.

“Rainbow-”

“I’m doing it again!” Blitz shouted gruffly, eyes fixed downward into his lap. “I’m fucking doing it again, okay?”

Butterscotch blinked, setting down his cup. “Could you be more specific, please?”

“Damn it, ‘Scotch, I’m doing the same thing I always do. You gotta snap me out of it before I screw things up again.”

“Alright,” Butterscotch said slowly, “I’ll help, but you really need to tell me what’s going on.”

Rainbow Blitz groaned, running a hand down his face. “Look, I… I met a guy a little while ago,” he said, choosing his words carefully to obscure Dusk’s identity. “And it’s been great; dude’s totally my type, and the sex has-”

Butterscotch forcefully cleared his throat, and Blitz looked up to see a scarlet hue on his friend’s cheeks. “I’m not really interested in hearing about your… er… activities. But I am glad you’re dating someone.”

“We’re not dating,” Blitz corrected sharply. “Just the sex; you know I don’t date, Butters.”

“Oh.” Butterscotch leaned back in his seat. “That’s what’s happening again.”

Blitz nodded rapidly. “I’m doing the thing I always do. Y’know; the… touchy shit. Which is really bad with this guy because he’s not out yet and I’m out there fucking hanging off him, but I can’t help it. Hell, I didn’t realize I was doing it ‘till he said something, and I just… panicked and left before I could get any clingier.” He motioned vaguely at himself. “The fuck’s wrong with me?”

“Nothing’s wrong with you,” Butterscotch assured gently, shooting a glare in Blitz’ direction when he heard a derisive snort. “You’re just a very physical person, that’s all; you’re constantly saying you’re not good with words, so you express yourself physically.”

“Express what? That I want to fuck him? There’s nothing to express here,” Blitz argued.

Butterscotch titled his head. “Are you sure?”

Blitz almost growled. “Yes, I’m sure; I don’t date. I don’t like dating. I don’t want to date him. I’m-”

“Okay, okay; I get it-” Butterscotch held his hands up defensively. “It was just a question. You usually don’t… er… see someone more than once, so I was just wondering…”

“I made an exception,” Blitz muttered. “It’s been fun, and he’s pretty hot, and that’s before he breaks out the clothes. Like, I kinda sorta knew it was a thing but I’d never met anyone into it and then I saw him in a skirt and panties and I just-”

The tea that had been in Butterscotch’s mouth was spat all over the floor as he shouted, “Dusk Shine crossdresses!?”

Blitz jumped to his feet. “How did you know it was Dusk Shine!?”

For a long few moments both stallions stared at each other, both shocked, one with a deep blushing burning on his cheeks. Eventually, with a deep draught of his tea, Butterscotch cleared his throat. “Do you remember the group lunch last week?”

“Yeah…” Blitz trailed off, slowly sitting back down.

“I was sitting next to you, and when Dusk sat down I… um… noticed a… mark… on his neck….” Butterscotch wrung his hands nervously, his face glowing. “A-and I know it’s a thing you l-like to do to your… partners...”

Blitz raised an eyebrow. “Why the hell do you know that?”

Butterscotch gave him a flat look. “You really like bragging at me about your one night stands when you’re drunk. I know a lot more than I want to about your sex life.”

“You’ve got to be kidding me…” Blitz hid his shame behind his hands. “Look, just… please pretend you never heard any of that. Hell, forget you even know about me an’ Dusk. I promised him I wouldn’t tell anyone.”

“Believe me; I’m trying to forget.”

Rainbow sighed, holding his head in his lap. “Well anyway, it’s his own damn fault; he said he was gonna cover it up with magic or some junk, but he just had to leave it. Point is, I’m not interested in Dusk like that; it’s just the sex. We’re friends, that’s all. At least until I screw it up.”

“Blitz…” Butterscotch set down his cup, leaning forward and mulling over his words. “You’re not going to screw anything up if you’re honest with yourself - and Dusk.”

“I know what I want!” Blitz yelled, his face set in a fiery glare. When his friend just raised an eyebrow at him, however, his head fell, and soon he was staring at the ground, brow knitting. “I just wanna fool around with my friend, no strings attached.

“Because I can’t handle anything more than that.”

“Rainbow?”

Blitz groaned, rubbing at his temple. “D’you know what happened the last time I dated someone?” he asked, only half-rhetorically as he glanced up to see Butterscotch shake his head. “It started with me doing the clingy shit, but we were actually dating, so he didn’t mind too much. But then I… it got worse. Y’know, like… overprotective and stuff…”

“Possessive?” Butterscotch offered, and Blitz nodded slowly.

“It’s already started; I’ve been saying things and… it’s not supposed to mean anything - just dumb dirty talk - but… a part of me has been taking it seriously. He’s starting to catch on, and if I keep it up I’m gonna ruin everything - never mind the sex, but our friendship, too. I don’t know what to do.”

Butterscotch tilted his head. “What do you want to do?”

“Want?” Blitz echoed. He chuckled humorlessly. “I want to keep fucking his brains out… and…” he hesitated, chewing his lip. After a moment, he seemed to deflate. “I think I want to… shit, ‘Scotch; I think I’m falling for him. Fuck, never mind falling - I think I fell for him.”

“Then you’re going to go tell him that - exactly that. Everything you just told me.”

Blitz balked at him. “Did you just hear anything I said? I’m gonna freak him out and screw everything up if I do that. Never mind the fact he has no interest in dating to begin with. No. No way. I’ll just have to find some way to fix my head before I do something really stupid.”

With a heavy sigh, Butterscotch stood from his chair. “I can’t force you to do anything you don’t want to, but nothing’s going to change if you don’t make it,” he said, gathering their empty cups and heading for the kitchen.

“Subtle,” Blitz snarked, watching him from the corner of his eye.

“I wasn’t trying to be. You have your options.”

Blitz hesitated a moment longer before standing up as well. “Thanks for the tea,” he said quietly, not listening for an answer as he made his way out of the small cottage, head turned downwards and his face screwed up in a tight scowl.

What did Butterscotch know, anyway? He’d never even dated anyone! Read one or two romance novels and suddenly he’s an expert in all things mushy. Well to hell with him; Blitz knew better. Unlike his friend, he had no shortage of experience dealing with relationships. Granted, usually sexual in nature, but that still put him leaps and bounds ahead of certain other pegasi.

“I know what I’m doing,” Blitz grunted, his wings flapping once before settling against his back again. So what if he had feelings? Feelings were dumb. He was above such things. He’d just have to ignore them until they went away. Just had to keep an eye on himself. No more of the touchy-feely junk.

Well, sex being the exception. But that was different; Dusk was cute. How could he not? The unicorn was certainly easy on the eyes - even without the skirts. Never mind that it was Dusk Shine to begin with, one of his closest friends. And for good reason! Dusk was great, awesome, even. Probably a few points in radical, too. Maybe even cool, on a good day. When the egghead could put down his book long enough to be cool.

But that was part of his charm, wasn’t it? The whole bookworm thing. It looked good on him - among other things. Because that’s what Dusk was; smart. And unlike other, less-cool nerds, he could actually put that brain of his to good use. His magic put every other unicorn to shame, as far as Blitz was concerned. Just like he could fly circles around anyone with wings, and-

Rainbow Blitz looked up just in time to stop himself from walking straight into a tree. A very large tree.

With a door in it.

He looked up to the balcony where it had first started.

“Damn it.”

Without knocking Blitz stepped into the library, glancing around the familiar space.

“Blitz?”

He looked over and gave a half-hearted smile and wave to the dragoness looking at him quizzically. “Hey, Barb. Welcome back. Is… is Dusk around?”

Barb snorted, pointing to the stairs. “In his room, hiding from me.”

“Hiding?”

“I found something of his,” she said coyly, covering a snicker. “He’s trying to figure out how to explain it. Don’t worry about it though; go on up.”

Blitz nodded. “Right…” Something in the back of his mind snagged on her words, but he was preoccupied by much more pressing thoughts as he ascended the staircase, stopping in front of Dusk’s bedroom door. This time, he knocked.

After a moment, it opened, and Dusk stuck his nose into the hallway, eyes widening slightly. “Blitz? Where did you-”

“Hey, Dusk,” Blitz interrupted, glancing to the side and scratching the back of his head. “Can… can we talk?”

Author's Note

Howdy. So it's been a while, but that's what happens when you work retail this time of year; black friday, the christmas rush, boxing day.... I've been busy.

But I still return with more porn and even more plot. And yes; I did say there was going to be some angst. How much? Well... we'll have to see next chapter how this goes down.

Why yes, I do enjoy cliff hangers.

Anyway, comments below, and I'll see you all again soon.

Chapter Five; A Truth and a Lie (Part I)

A Rainbow at Dusk

Chapter 5; A Truth and a Lie (Part I)

A teacup, long since empty, rattled atop its saucer, shaken by the furious bouncing of Rainbow Blitz’s leg. The pegasus sat on the very edge of the couch, his lip chewed very nearly to bleeding. But he hardly registered the discomfort over the whirling thoughts in his head.

Butterscotch sighed, pointedly ignoring the slight vibrations that traveled from Blitz’s anxious leg through the floor. Making himself as busy as possible around his cottage - not that there was a shortage of work to be done - he remained silent, waiting patiently.

“Damn it,” Blitz cursed under his breath, and his friend’s ears flicked towards him. “I knew this was going to happen.”

Once he was sure there was nothing else coming, Butterscotch returned to his work, one ear still turned to his guest.

Blitz’s head suddenly snapped up from the floor, eyes narrowing. “You gonna say something!?”

Again, Butterscotch sighed. “What would you like me to say?”

“Oh, I don’t know, maybe you could start by apologizing!” Blitz snapped, his foot stomping against the floor, holding still only a moment before returning to its furious bouncing. “You’re the one that made me go over there and royally fuck things up!”

“I didn’t make you do anything,” Butterscotch corrected gently, turning to face the other stallion. “All I did was ask what you wanted to do, and encouraged you to do it.”

Blitz snorted. “Same thing. Damn it, I don’t know why I listen to you.” He groaned, jumping up from the couch and pacing furiously as his wings twitched against his back. “I knew this was going to end badly, but I let you get in my head.”

Finally, Butterscotch returned to the couch. He sat down, eyes following Blitz around the room. “You still haven’t told me what happened.”

“I just told you I fucked things up!” Blitz yelled, whirling around and pointing an accusatory finger at Butterscotch. “What more do you need to know!?”

Patting the empty cushion next to him, Butterscotch quelled Blitz’s mounting anger with a single look that seemed to let the steam out of the pegasus. “Sit,” he commanded in a tone that left no room for negotiation. “Tell me about it.”

Blitz wilted under the intense pressure, feeling his friend’s eyes on him even as he gave in and all but collapsed onto the couch. “I did what you told me to,” he said after a few moments of silence. “Well… I told him everything.”

“Hey, Dusk,” Blitz greeted, rocking back and forth uncomfortably as he felt the unicorn’s eye on him. “Can… can we talk?”

Dusk folded his arms over his chest, lifting a single eyebrow. “Talk about what?” He asked pointedly, and Blitz knew it wasn’t so much a question as it was a test.

“You know what.”

Sighing, Dusk shook his head and stepped to the side, ushering Rainbow in and closing the door behind him. Blitz winced as the latch clicked behind him, suddenly feeling very claustrophobic. The way Dusk was looking at him pinned him to the spot, and it seemed as though all the words he’d wanted to say just disappeared from his mind.

Dusk, however, had no such problems.

“Are you going to tell me what this morning was about?” He asked pointedly, his lips pursed into a tight, neutral line. “I know that’s how you get sometimes, but we were in public.”

Blitz hung his head, knowing better than to deny it. “Yeah, I fucked up, but-”

“And I made it clear to you I wasn’t out yet.”

“I wasn’t trying to-”

“Then what were you trying to do?” Dusk demanded sharply. “If I didn’t know any better I’d have sworn you were trying to get in my pants.”

“Hey! I wasn’t-”

“Oh you weren’t?” Dusk scoffed, shaking his head. He stepped up closer to Blitz, eyes narrowed. “You were practically molesting me right there on the platform. Anyone who saw that could have deduced there was something going on between us.”

Rainbow wilted, somehow feeling very small compared to the shorter stallion. He just needed to put up with it until he could get a word in and say what he needed to say. So he braced himself for the worst, chewing his lip as Dusk advanced again.

“And some of the things you said? What if someone heard you?”

“Dusk please-”

“‘Missing something of yours’? What the fuck does that even mean?”

Blitz cringed as his own words were thrown back in his face. Even though he knew he deserved it, and everything else, it still stung. He’d known Dusk was going to be mad, but at this rate he wasn’t going to be able to get a word in before he lost what little confidence he had. Just for a moment, he needed Dusk to slow down.

“And what if Barb had seen you? How were you going to explain that to her? She’s already on my case about the panties. If she saw the way you were hanging off me she’d have known something was up.”

“Dusk, please just listen, I-”

Dusk Shine had to stand on the tips of his toes to get in Blitz’s face, forcing the pegasus to step back until he bumped against the door. “I don’t want to listen to you!” He shouted angrily. “Do you have any idea how stressed I’ve been about someone finding out about this?”

Blitz’s wings flared out in an unconscious attempt to make himself look bigger as he was cornered. “If you would just-”

“If I just what? Listen to you? Why? Gonna tell me all about how I belong to you now?” Dusk asked, snorting derisively.

“What? No! Dusk please-”

“Then what? What do you think you can say to make this all okay?”

Blitz chewed his lip, struggling to keep his voice in check. “I don’t know, but let me try to explain-”

“I don’t want you to explain!” Dusk cried, throwing up his hands. “How do you not get that? I don’t want you to try and brush this off like everything else, I don’t want to hear your excuses or listen to you try and justify what you did.”

A growl he couldn’t control left Blitz’s throat, his teeth grinding together as Dusk still refused to back down. “Then what do you want!?”

“Idiot!” Dusk yelled. “I want you to apologize! I want you to apologize and I want you to promise that it won’t happen again!”

Blitz faltered at the demand, his mounting frustration dissipating in an instant. “I… I can’t do that.”

“You can’t even apologize to me!?” Dusk was almost screaming now, his face red with anger. “Then what the hell are you even doing here!?”

This was bad. If Dusk wasn’t going to listen before, he certainly wasn’t going to now. Blitz knew he’d stuck his foot in his mouth, but he needed a way to take control of the situation. “Wait, please, that’s not what I meant.”

“Excuse me?” Dusk seethed, his nostrils flaring.

“I can’t promise that, Dusk. Not… not until I-”

“Not until you what? What do you mean you can’t-” Dusk was silenced as Blitz grabbed his cheeks and dragged him into a sudden, forceful kiss that ended Dusk’s tirade before it could begin.

Somewhere in the back of Rainbow’s mind, he knew that despite everything else they’d done together, this was the first time they’d really kissed. Knew it was likely Dusk’s first kiss that he’d just stolen. That thought made his heart thunder in his chest. In the moment he forgot his nerves, his fears and his worries. If he could have this feeling every time they were together, it was more than worth the risk.

And if he couldn’t, he’d be satisfied with just this one moment.

When their lips parted, it was Rainbow who pulled away, still holding Dusk’s face in his hands. “I-I’m sorry, but I can’t promise that because… because I want to do that kind of stuff. I want to be allowed to do that kinda stuff, with you, in public. Dusk I-” he paused, searching for the right words. “I want what I said to be true. I want you to be mine, and I want everyone to know it.

Dusk staggered back out of Blitz’s grasp, knocked off balance and struggling to wrap his head around what had just happened. He lifted a hand to his lips, feeling the ghostly tingle that remained there as he too realized what that kiss had been. “Rainbow, I-”

“This is, like, the most uncool thing I’ve ever done,” Blitz admitted with a humourless chuckle, he took a breath before forcing himself to meet Dusk’s eyes. “I’m not good with words, but here goes nothing. I want there to be more than just sex between us. I want… I want to be your boyfriend, Dusk. Properly. With dates and other mushy, romantic junk.” He coughed, scratching the back of his neck. “P-plus the awesome sex. I, uh, don’t want that to stop, or anything.”

Dusk was still reeling from the kiss and the words he was hearing didn’t help him catch up at all. His mind scrambled for a response, searching for some way to refute what he wasn’t able to understand. “B-but you said-”

“I know what I said!” Blitz seethed, teeth grinding together. Though it was obvious his anger was directed inwards. “Look, it’s true… I don’t usually date. But that’s not because I don’t want to, it’s because I get weird about it. You know how I was at the train station? That’s basically how I am pretty much all the time when I’m actually with someone. I can’t help it, I just get all touchy around guys I really like. The last guy… didn’t take it too well.

“But I’m, like, super into you,” he admitted with an intense blush. He couldn’t have looked away from Dusk’s wide eyes if he’d wanted to. “So screw it. I can’t promise I won’t do that again, because that’s just how I am, Dusk. I’m a clingy, needy loser, and knowing me I’m gonna screw something up, but can we, like, give it a shot?”

“Rainbow, I-” Dusk cut himself off to take a moment and gather both his breath and his thoughts, putting them into words on the fly. “I told you I don’t know anything about dating. Or relationships in general, really. I’ve never had a… a boyfriend.”

Blitz snickered. “Well, to be fair there were a lot of things you hadn’t done before me.”

Dusk’s face lit up and he stumbled over his words. “I-I didn’t ask you to peep on me!”

“But you did ask me to stay.”

“Pervert,” Dusk muttered under his breath, though the corners of his lips were turned up in a slight smirk that didn’t go unnoticed.

“Slut,” Blitz shot back with a crooked smile as the tension in the air faded, if only slightly. He cleared his throat, straightening his face. “So, about the whole dating thing-”

“I don’t know,” Dusk said quickly. He fidgeted uncomfortably, his shoulders sagging. “I’m sorry but I really just don’t know. I don’t really want things to change between us. What if something goes wrong? What if we ruin what we have right now? I don’t know what I’m doing and... and I’m worried I’ll mess something up.”

“You, mess something up? Dusk, if either of us does something stupid it’ll be me. And I know you’ll forgive me, because that’s who you are. Nothing’s going to change. If things don’t work out, we drop it and go back to being friends. Easy as that. No hard feelings, no pressure.”

Dusk found himself nodding along, caught up in the sincerity in Rainbow’s voice. He realized what he was doing and shook his head, snapping himself out of it before he could agree to something he’d regret. He needed to think, needed space. Needed to figure out what he even wanted. “C-can you give me some time? I… I need to think about it for a while.”

“O-oh…” Blitz wilted at the words. “Y-yeah, for sure. I get it - this is all kinda sudden. I, um, I’ll get out of your hair and stay away for a bit. Y-you know where to find me.”

“And?”

“And what!?” Blitz shouted, throwing his arm out in an all-encompassing gesture. “That’s what happened. I took your advice and fucked things up.”

Butterscotch lifted a single eyebrow, sipping at his tea. “I don’t see how this is a bad thing,” he said slowly.

“He said he wanted to think about it,” Blitz deadpanned.

“Yes.”

“That was three days ago, and he’s been avoiding me ever since.” Blitz sighed, burying his face in his hands. “So the answer’s no. And now things are gonna be super awkward. He’s not even gonna want to see me anymore. Damnit, we had a good thing goin’ until this. I should have just kept my big, stupid mouth shut.”

Rolling his eyes, Butterscotch set down his cup as he sat up straight. “This is Dusk Shine we’re talking about, right?”

Blitz peaked one eye out between his fingers. “Yeah?”

“And Dusk’s never been on a date before, right? Never asked someone out? Probably never been asked out before?”

“I mean I guess he was pretty well a shut-in before he moved here.”

Butterscotch nodded gently. “And this is the same stallion that schedules every hour of every day a week ahead of time.”

Blitz’s hands lowered fully, his brow creased. “Oh.”

“Maybe, because this is Dusk we’re talking about, he really is still thinking about it. And, more than likely, overthinking it.”

There was an audible slap as Blitz’s hand smacked into his forehead. “I’m being an idiot, aren’t I?”

Butterscotch chuckled quietly. “I think it’s sweet. If you’re getting this worked up over it, it’s probably because you really do want things to work out with him.”

“Translation: I’m being an idiot. Thanks, ‘Scotch.” Blitz sighed as he deflated into the couch, his head falling back as he stared out at the ceiling and let out an exhausted chuckle. “I fucked up so bad.”

“I thought we agreed this wasn’t such a bad thing?”

“Not that.” Rainbow waved a hoof dismissively. “I mean, back when this all started. I… well, let’s just say I did something I probably shouldn’t have, and ended up kinda… forcing Dusk into this.” He glanced over and saw the look on Butterscotch’s face. “Nothing like that. It was a spur of the moment thing, and I had been drinking. But after that… Dusk asked where we were supposed to go from there.”

He sighed, running his hands through his hair. “And I more or less shot him down on the spot. Gave him the whole talk on how I don’t date. I shoulda asked him out right then and there, before he got used to the idea of a casual thing. I’m pretty sure he’d have agreed to anything I said.”

Butterscotch shook his head. “Wouldn’t that have been taking advantage of him a little bit?”

“Yeah, maybe.” Blitz admitted with a shrug. “But it’s Dusk; it’s not like I could actually force him into anything he didn’t want. I just mean, he probably would have agreed to at least one date on the spot, instead of this whole ‘let me think about it’ thing. The waiting is killing me.”

“It’s probably a good thing he’s taking this long,” Butterscotch offered with a comforting smile. “I think you both needed the space after that.”

“Probably.”

“Just take it as proof that Dusk wants things to turn out well between you two, and that he’s taking it as seriously as you are.”

Blitz huffed. “I know, I know. Overthinking and stressing are his areas, not mine. Maybe I should go jump in the lake again to cool off.”

Chuckling as he stood and cleared their teacups, Butterscotch shook his head. “I won’t stop you, but it didn’t seem to help last time.”

“Don’t you ever get tired of being right?” Blitz grumbled, stretching out across Scotch’s vacated seat.

“Oh, I’m not that smart. I’ve known you for a long time, is all.”

Blitz snorted out a half-hearted bark of a laugh. “That’s a ‘no’.”

Butterscotch smiled at him over his shoulder. “I just like helping my friends.” He turned back to the sink, eyes drifting up to the window above. “Oh dear. Speaking of which, I should probably go tend to my animal friends. I won’t be long.”

“Huh? ‘Scotch?” Rainbow raised an eyebrow as he watched his friend hurry out the back without another word. Just as the backdoor clicked shut, there was a knocking at the front door, and Blitz rolled his eyes. “Hey, ‘Scotch! Someone’s at the door!”

He didn’t get a response, save for another set of knocks.

“I swear, he has the worst timing sometimes…” Blitz muttered to himself as he stood up with an exaggerated grunt of effort, plodding over to the door and throwing it open. His mouth opened to stay something, but it was quickly frozen in place.

“H-hey, Butterscotch. Have you seen Rainbow?” Dusk Shine asked, eyes firmly fixed on his own two feet.

“D-Dusk?”

“Elusive said he flew this way. I needed to… talk… to…” Dusk’s head lifted slowly, and Blitz could see the blood draining from the unicorn’s face as the realization dawned on him.

Awkwardly scratching the back of his neck, Blitz offered a clumsy smile. “Hey, Dusk.”

“H-hi…”

“You, uh, wanted to talk?” Blitz glanced back over his shoulder, searching for an excuse not to meet Dusk’s eyes. “I, uh… don’t think ‘Scotch is going to be back for a while. I think he saw you comin’.”

Dusk’s pensive frown suddenly deepened. “D-did you tell him!?”

“What? No!” Rainbow defended quickly, wincing slightly as he did. “W-well, yes. But no… kind of?”

“Rainbow…”

Blitz groaned. “Okay, yes, I… I told him that I asked you out - b-but he figured out we were fooling around on his own! A-and I wouldn’t have told him anything if he hadn’t already known, promise!”

“He… already knew?” Dusk asked skeptically, his face unreadable.

“Remember that group lunch we had after the… er, maid thing?” Rainbow asked, unable to stop the blush that rose to his cheeks.

Evidently, Dusk couldn’t stop it either as he threw his gaze to the side. “Yeah?”

“He noticed the hickey.”

Dusk’s hands flew up to cover his face. “You’re kidding? How’d he figure out it was you?”

“That, well…” Blitz chuckled awkwardly. “Apparently he picked up that it’s something I like to do. And with how weird we were both acting, I guess he put two and two together.”

Sighing, Dusk shook his head, and his hands fell to his sides. “Well, I guess he was going to find out eventually anyway. And it’s not like he’s going to tell anyone else.” He lifted his head, and properly met Blitz’s eyes for the first time. “You should have done that somewhere less obvious, you know.”

“Hey, you’re the one who asked for it, and you said you could hide it with magic,” Blitz argued, crossing his arms over his chest. “Not my fault you have a thing for ex- exi… getting caught.”

“I am not an exhibitionist!”

“That’s the word! And you totally are. Two stars, I think?” Blitz smirked at the way Dusk’s face lit up like a match. “What, you forget you showed me that list of yours?”

Dusk wilted as his denial was blown out of the way. “N-no, I just didn't think you’d remember…”

“Hah! Too bad for you, I was actually paying attention when I read that....” Rainbow’s mirth died as he trailed off, suddenly wondering if they’d get to explore any more of that list together. The thought caused reality to come crashing back down around him, and he took a breath before opening his mouth again. “So-”

“Well,” Dusk fidgeted uncomfortably, and Blitz realized he’d probably just had the same series of thoughts. “Maybe you should put it somewhere a little less conspicuous… n-next time…”

Blitz’s eyebrows shot up in surprise. Next time…?

Forcing himself to meet Rainbow’s eyes, Dusk took a slow, steadying breath. “A-at least until we tell our friends that - that we’re… d-dating.”

Rainbow’s jaw would have dropped if he wasn’t already so tense in anticipation. He couldn’t have stopped the grin that spread onto his face if he tried. “Dusk-”

“Look, I don’t know anything about dating. Less than nothing, really.” Dusk sighed, one arm crossing over his chest to grip at the other. “I don’t know if I feel the same way you do, or if I even can. But…”

“But?”

Sighing, Dusk shook his head, mostly at himself. “Just because I don’t know something doesn’t mean I can’t learn it,” he said, a small smile lifting the corners of his lips. “And, well, you were right; even if this doesn’t work out, we’ll always be friends.”

Struggling to keep his excitement under wraps, Blitz cleared his throat roughly as an excuse to hide a growing smile. “So what you’re trying to say is ‘yes, Blitz, I would love to be treated to dinner by the hottest guy in Ponyville’.”

Dusk snorted a chuckle. “Just Ponyville? I find it hard to believe your ego’s that small.”

“Have you seen some of the guys in the Wonderbolts? Man, those flight suits are so tight, you can see everything. And don’t even get me started on Spitfire’s ass, dude’s got cheeks like a damn marble statue. If the bulge is anything to go by he’s packing some serious heat in front too.”

“You know, I don’t know how I feel about my boyfriend complimenting another guy’s butt in front of me,” Dusk snarked, smirking at the flash of crimson that shot through Blitz’s face at the word.

Rainbow scoffed, waving his hand dismissively. “Please, they’ve got me beat in the ass department, but I haven’t seen anyone who can top you. They’ve got the muscle, but yours is way softer. Not to mention you in those skirts and panties? No contest.”

Dusk’s face fell almost imperceptibly, but he quickly covered it with a roll of his eyes. “Smooth.”

“Damn right I am.” Blitz waggled his eyebrows. “But I can be rough too. So, about this whole dating thing-”

“On one condition!” Dusk shouted suddenly.

“Condition?” Blitz echoed wearily, his victory lap suddenly cut short as he swallowed thickly. He braced for the worst, and nodded. “Anything.”

Dusk gave him a timid smile. “Well, two, really. I want to be able to tell our friends on my own terms, so try not to be too obvious about it while they’re around until then.”

“Done. And the second?”

“Would you please, please tell Barb you’re the one who left the panties in my room?”

Rainbow blinked, recoiling slightly.

“She hasn’t said anything since she got back and it’s driving me nuts. I know she knows, why isn’t she asking? Why is she leaving it alone? It’s driving me nuts. I-I can barely even look at her without getting flustered. Just, please, for the love of Solaris, tell her they were a prank or something.”

For a moment, Blitz didn’t respond. When he did, he opened his mouth, and doubled over laughing. “Y-you’re still worried about that!?”

“Yes!”

Reaching out, Rainbow braced himself against Dusk’s shoulders, still folded in half at the waist as he struggled to catch his breath. “Y-yeah, sure thing - I’ll take care of Barb, just like I said I would.”

A wave of relief visibly washed over Dusk’s face, and he smiled. “Thank you, Rainbow.”

Blitz lifted his head so they were eye to eye, suddenly realizing how close they were. His cheeks burned, but he didn’t move away. “Don’t mention it.”

With a small smirk, Dusk darted forward and laid a small kiss on Blitz’s cheeks before stepping back. “So, about this date?”

“Oh. Oh, yeah, right! Um… “ he fumbled for words, cursing under his breath. “Damnit, I had something for this. But uh… oh, screw it. Why don’t we just get dinner?”

Dusk chuckled quietly. “Sure, why not.”

“Okay, cool. I’ll, uh… come pick you up tonight? I’ll clear things up with Barb, and we can go eat and, uh, other… date… stuff…”

Pointedly ignoring the rosy hue in his cheeks, Dusk nodded. “I think I’d like that.”

Taking a moment to steady his breathing, Rainbow Blitz took a moment to straighten out his shirt and make sure his collar was neatly tucked. He wasn’t used to dressing up, and really a simple button-up shirt and black pants wasn’t really dressing up anyway, but… well…

This was a special occasion.

“Is my hair okay?” he wondered aloud, glancing around the street behind him. This late in the day it was mostly empty. That much at least he could be thankful for. Quickly ducking over to one of the library’s many windows, Blitz checked himself over in the reflection, running his fingers through his hair as a makeshift comb. Even if it would just get messed up again the next time he flew.

After making absolutely sure he looked as good as he was going to look, Blitz nodded at himself, his gaze changing focus from his reflection to the room beyond the window, landing on the purple face staring back at him.

“Barb!?” he shouted, jumping back. His wings sprung open on reflex, and before he knew it he’d jumped clean across the road. A few strands of his hair fell down into his vision, and he didn’t have to check to know his touch-up had been pointless.

Before he could care, though, the front door of Golden oaks opened up, and a mirthful dragoness stepped out. “You okay?” she asked through her giggles.

“Don’t scare me like that,” Blitz muttered, stepping up to the door.

Barb sniggered. “Not my fault you were too in love with yourself to notice me,” she said. “You’d make a convincing Narcissus.”

“Nar-what?” Blitz asked, before shaking his head and clearing the thought - and trying to do the same with his embarrassment. “Never mind. Dusk’s up in his room?”

Barb raised an eyebrow. “Yeah. Is this about the last time you were here? I heard you two shouting, did you have a fight?”

“Ah… kind of?” Blitz offered uncertainly. “It’s complicated. I’m…” his eyes widened slightly and he realized how he could kill two birds with one stone. “Actually, I’m here to make it up to him. Dinner’s my treat tonight, apparently, both for the argument and the panty thing.”

“Panty thing?”

“Yeah. I snuck some panties into his room as a prank, thinking you’d find them and bug him about who they belonged to. He tells me it worked a little too well,” Blitz explained, quickly. “So I owe him. And, I guess I should also tell you to lay off the poor guy.”

“Oh.” Barb nodded slowly, she looked Blitz up and down, and the pegasus was suddenly painfully aware that dragons were, technically, predators, as he very much felt like he was being appraised like prey. Eventually, Barb tossed a glance over her shoulder, before pushing Blitz back out of the doorway. She followed him outside, and the door was shut behind her.

“B-barb?”

“So it’s you, huh?” She asked.

“Me?”

Barb rolled her eyes. “Alright, here’s the deal - I know those panties belong to Dusk Shine. I know he’s into that kind of stuff. I also know that there’s no way he’d be careless enough to leave them out for me to find unless he was seriously distracted. It’s not hard to figure out what happened.”

“You know?” Blitz asked, incredulous. He knew how careful Dusk was about everything, so how-

“Of course I know. I live with him. And he’s really not as clever as he thinks he is. You know what the pseudonym he uses to order that stuff is? Twilight Sparkle. Literally just synonyms for his name. First time we got a delivery with that name I thought it had been the wrong address, but Dusk ferreted it away, promising to return it to the post office. I never saw him take it out. Next time we got something, I took a peek inside before I told him.” Her face blanched slightly.

“Honestly, I wish I hadn’t. I don’t really need to know what he’s into.” She shook her head, dismissing the story. “Point is, I know they were Dusk’s, and I know he’s been with someone. And since you’re trying to cover for him, and are now taking him out to dinner…”

Blitz nodded. “Not as smooth as I thought I was, huh?”

“No you are not,” Barb agreed, reaching out and placing a hand on the pegasus’s shoulder. “But I feel better now that I know it’s you. I know Dusk wouldn’t do anything stupid, but I still worry about him.”

“So, we cool?” Blitz asked, feeling Barb’s claws starting to dig into his shoulder, holding him in place.

“Maybe,” she said as she pulled him closer. “As long as you listen. Dusk Shine may be an idiot sometimes, but he’s also my brother, and you better treat him right. I don’t ever want to hear about you hurting him. You make him happy, or I get to find out what char-grilled pegasus tastes like.”

Barb emphasized her point by blowing a wave of smoke into Blitz’s face. He coughed, trying to wave it away. “Alright. I got it, I got it. Trust me, Barb, the last thing I want to do is fuck this up.”

“Then I’m sure we won’t have a problem,” Barb said with a smile, her honeyed voice at odds with her threat. Her claws released and patted him once on the shoulder. “You two have fun tonight. Oh, and don’t tell Dusk I know about his, er, hobby. He doesn’t need the embarrassment, I just like teasing him a bit.”

Blitz blinked, caught in the whiplash of the sudden shift in atmosphere. “Uh, sure thing.”

“Great.” Barb turned away and opened the door, cupping her hands around her mouth as she stepped inside. “Dusk!” She yelled, her voice echoing through the tree, “Your boyfriend’s here!”

There was a loud crash from upstairs, and Blitz winced sympathetically. “You’re gonna get me in trouble,” he muttered, shooting a glare at the dragoness. She just shrugged as Dusk came bounding down the stairs, his face bright red as he locked eyes with Blitz.

“B-barb! It’s just Rainbow,” he said hoarsely, straightening himself out and struggling to regain some form of composure. “W-we aren’t… I’m not-”

Barb silenced him with a dismissive wave. “Chill, I’m just bugging you,” she said, rolling her eyes as she turned away. “You two have fun tonight with this, ah, apology dinner, was it?” A barely-stifled giggle accompanied the thinly veiled ruse, but she didn’t say anything else as she left the two stallions alone.

“Apology dinner?” Dusk asked, quirking a brow at Blitz.

“Yeah, I told her I was taking you out to dinner tonight as an apology for the panty prank.”

Dusk’s eyes lit up. “You told her that? Two birds with one stone, that was a good idea. Now she won’t think anything of tonight, either.”

Chuckling awkwardly, Blitz reached a hand up to rub the back of his neck. “Heh, yeah, it was pretty smooth.” Even if it didn’t exactly go to plan.

“Thank you, Rainbow,” Dusk said slowly, glancing around to make sure they were still alone. “I really appreciate it.”

“Sooooo… what you’re saying is you owe me one?” Blitz asked as a devious smile began to spread his lips. “Because I can think of a few ways to cash in a favour from you.”

“Rainbow-”

“But that’s for later!” he announced loudly, throwing an arm around Dusk's shoulders and pulling the unicorn up to his side. “For now, dinner. I’m starving. Shall we?”

Dusk stumbled over his feat as he was guided to the door and all but forced out into the street, still held tightly under Rainbow’s arm. “H-hey, wait a second!” He forced himself out of the pegasus’s grasp, straightening his shirt with a huff. “What happened to keeping things private for now?”

“Yeah, yeah I know. That’s why we’re going somewhere nice and casual, just two friends hanging out. Nothing weird about that.” Blitz explained, frowning slightly and forcing his hands into his pockets. “If I get too touchy just konk me over the head with somethin’. That’ll sort me out.”

Watching his partner’s face fall, Dusk chewed his lip, glancing around the street. It was early evening, and there were still a few people wandering around. Looking back to Blitz, he sighed, shaking his head. “Fine.”

“Huh?” Blitz barely had time to react and Dusk grabbed his arm and pulled it back over his shoulders, his face burning brightly as he pressed up against the pegasus’s side. “Dusk-”

“Happy now? Let’s go before too many people start staring.”

Watching Dusk fight back his embarrassed blush to start pulling them down the street, Blitz felt a smile on his face before he realized it, and after a moment he picked up his stride, forcing the shorter stallion to keep pace. “Thanks, Dusky,” he whispered, and for a moment he craned his neck down to kiss his cheek, but thought better of it. Walking like this was one thing, but something so obviously romantic would probably be pushing things too far for now.

“Consider my debt repaid,” Dusk mumbled, unable to stop his eyes from constantly scanning the road ahead of them. “And don’t get too comfortable, I might still decide to take your advice and hit you.”

“Mmmm, I think I’ll take the risk,” he said, pulling the unicorn up tight against his side. “Besides, if you knock me out, who's gonna pay for dinner?”

Dusk scoffed. “I’m not broke, Rainbow. I’m perfectly capable of buying my own food.”

“And yet here you are! Relying on me for a simple meal. So either you’re flat broke and desperate, oooorrrrr…” Blitz trailed off, shooting a sly grin over at his friend. “There’s some other reason you’re letting me buy you dinner.”

“I’m flat broke and am using you for a free meal,” Duskshine deadpanned, smirking up at the pegasus. “No need to read into it any deeper than that.”

Holding his free hand over his heart, Blitz gasped in feigned pain. “You wound me! Am I nothing more than a meal ticket after all these years we’ve known each other?”

“No, no, not just a meal ticket,” Dusk assured gently. He waved his hand up toward the sky in a broad gesture. “You’re also a very convenient weather control device.”

Blitz looked up at the sky, nodding in thought. “I am the best, aren’t I?”

“Well, I don’t know if I’d go quite that far but-”

“The. Best.” Blitz repeated, emphasizing each word with a sharp jab into Dusk's shoulder. “And you wouldn’t dream of having anyone else clear the sky for the summer sun celebration, would you?”

Dusk chuckled, waving away Rainbow’s prodding finger. “Alright, alright. You’re ‘the best’-” he made sure his air quotes were noticed, “-and I wouldn’t have anyone else for the job…”

The trailing tone in Dusk’s voice perked Blitz’s ears, and his smile faded slightly. “Dusk?”

“Nothing, just… well,” he sighed, shaking his head slightly. “It’s a silly thought, but I was just wondering what would have happened if you weren’t on weather duty that day.”

“That day?”

“The Summer Sun Celebration. When I first came to Ponyville. The Elements of Harmony?”

Rainbow snapped his fingers. “Oh yeah, that night. It’s all starting to blend together these days. The whole ‘saving the world’ shtick is kinda our standard tuesday recently.” He seemed to think for a moment, scratching the back of his neck as they rounded a corner in silence. Eventually, he shrugged half heartedly. “Well, I was on duty, so who knows?”

A chuckle slipped past Dusk’s lips before he could stop himself. Blitz raised an eyebrow. “What?”

“Nothing, really, I just should have expected an answer like that from you, is all.”

“Well it’s true!” Blitz argued. “I was on duty, we did meet, and I did catch you. I don’t think there’s anything else to it.”

Dusk waved his hand dismissively. “I’m not talking seriously or anything. This is just a hypothetical. Like, did it really have to be you to represent the Element of Loyalty? What if, say, one of the other weather team members came with me that day. Could they have filled the role if they showed the same kind of loyalty as you?”

“You trying to replace me?” Blitz asked pointedly, his eyes narrowing. “I’ll have you know the rest of the weather squad is nowhere near as awesome as I am. Not to mention I would never have trusted any of them to clear the skies for such an important event.”

“Oh really? I seem to remember you leaving the clouds until the very last moment when I had to provoke you to get it done.”

Rainbow snorted. “They got cleared, didn’t they?”

“Eventually,” Dusk added snarkily, giggling as he earned himself another jab from the pegasus. “Alright, alright, I get it. You did a wonderful job, Rainbow. Really.” There was a pause before he added, quietly, “I’m glad it was you I met that day.”

Blitz felt his heart rate suddenly pick up, both at the words and the tone underlying Dusk’s voice. Unable to let such an attack on his coolness go unchallenged, he leaned down closer to the unicorn’s ear. “Well, I’m glad I was the one on your balcony that other night.”

He smirked as he watched Dusk’s face all but burst into flames, adding a few extra points to his mental scoreboard. Not that he was entirely sure what, exactly, he was scoring, but he was now confident he was winning.

“R-Rainbow!” Dusk hissed hoarsely, coughing as though choking on his own breath.

“What? It’s true. You can’t tell me you haven’t been enjoying it. Can you?” Blitz’s confident tone lilted for a split second as he looked down to gauge Dusk’s response.

Thankfully, under the adorable blushing and cute-but-also-sexy lip chewing, there was the barest hint of a smile on his face. “I-I, well, I haven’t not been enjoying it…”

“Dusk…”

“Okay fine, I have been enjoying it. A lot. A lot, a lot.” He buried his face in his hands in a barely-successful attempt to conceal his embarrassment at such an admission. “It’s… it’s been amazing, Rainbow. Really. I… I’ve never been able to share this side of myself with anyone before - for obvious reasons. Now that I can…” Dusk trailed off, but Blitz could see the crooked smile hidden behind the unicorn’s hands.

“Atta boy,” Blitz encouraged smugly.

“I-oof!” Dusk was cut off as the arm around his shoulders suddenly grabbed him and forcefully held him still.

“You should watch where you’re going. We’re here.”

Lowering his hands from his face, Dusk looked up at the shop they’d stopped in front of. True to Rainbow’s word, it was a casual pizzeria on a quieter street towards the edge of town. Of the handful of tables and booths visible through the large front windows, only a small fraction were occupied.

“Pizza?”

“Pizza.” Blitz confirmed with a slight nod. “Why, you gonna complain about pizza? I’ll have you know that’s punishable by death where I’m from.”

Dusk covered a chuckle with his hand. “No, no, I wouldn’t want to offend you. It’s… well, honestly Rainbow, it’s perfect. Exactly what I was hoping for.

“Thank you.”

“Hey, hey, hey, don’t go thanking me yet. You don’t even know if the place is any good yet!” Rainbow cried, urging Dusk towards the door before begrudgingly removing his arm from the smaller stallion’s shoulders.

Dusk felt the pegasus’s arm leave him, and for a moment he wished for it to stay. Suddenly the outside air was a lot colder without Rainbow pressed up against his side.

Is… is this how Rainbow feels all the time?

Suddenly it didn’t seem so unrealistic that Blitz had a hard time controlling himself.

“Dusk? You coming?”

“Huh?” Dusk shook himself from his thoughts, realizing Rainbow was standing awkwardly in front of him, door held open in a chivalrous gesture. “Oh, yeah, sorry. Just, uh, thinking.”

Rainbow narrowed his eyes slightly. “You do that too much. Don’t go overthinking everything on me.”

“Please, Rainbow, I’m not that bad.”

“It took you three days to give me an answer,” Blitz rebutted flatly as Dusk walked past him. “Three days! Do you know what that kind of waiting does to a guy? If it was anyone but you I’d have assumed you were trying to make me take a hint.”

Dusk recoiled slightly at that. He’d been so busy working through the question as sorting out his own thoughts, he hadn’t even considered how it would look from Rainbow’s perspective. “I-I didn’t mean to-”

Holding up a hand, Rainbow effectively ended Dusk’s apology before it began. “It’s fine, I’m just bugging you a bit. Although I was kinda freaking out, Butterscotch talked some sense into me.”

“I still don’t know how I feel about him knowing about… err…-”

“Table for two?”

Dusk nearly jumped out of his skin as he slapped a hand over his own mouth. He heard Blitz sniggering next to him.

“Yep. You got a free booth?” Rainbow asked, smoothly covering for his companion’s reaction.

“Just over here,” the waitress answered as she led them through the small seating area to an empty booth along the far wall. Dusk was keenly aware that they’d been brought to an area of the restaurant where the nearest occupied table was several seats away from them.

The mare left them with a pair of menus and a promise to return with some water.

“Sooooo… you were saying?” Blitz asked from his side of the table, a sly little smirk on his face. “What didn’t you want Butters knowing about?”

“You know what,” Dusk muttered, pointedly holding his menu up to avoid the pegasus’s piercing gaze. “I can’t believe you told him.”

Rainbow snorted. “I can’t believe you let him see that mark.”

“I can’t believe he knows that’s a thing you like to do!” Dusk retorted sharply, slapping his menu down on the table. “Speaking of, why does he know that anyway? Don’t tell me you have a, er, history with him?”

“What? No! Nothing like that,” Blitz answered quickly, waving a hand dismissively. “Even if he was into guys, he’s so not my type. Not to mention we’ve been friends for, like, ever. He’s always been the one I go to when I need someone to slap some sense into me.

“Like when certain unicorns are stressing me out and making me wait for an answer-”

“Okay! I get it! I’m sorry!”

Rainbow chuckled quietly, slouching back into his seat. “Well, I mean, I suppose I could forgive you in exchange for a favor.”

Dusk’s eyes narrowed. “Another favor? That’s playing dirty.”

“Hey, what can I say, anything to get you into that skirt again,” Blitz said, leaning forward and hushing his voice. He threw in a husky undertone for good measure.

“A skirt, huh?” Dusk was powerless to stop the disappointed slope in his voice, but he didn’t dwell on it.

He knew, after all.

“You don’t need to use a favour on something like that, Rainbow.”

The way Dusk’s eyes dropped to his lap caused Blitz to raise an eyebrow, but before he could press the issue the waitress returned with two cups of water and an expectant smile.

“Ready to order?”

Perking up at the welcome distraction, Dusk cleared his throat. “I think so, Blitz?”

Rainbow hesitated a moment, before nodding slowly. “Yeah, I guess.”

They put in their orders, and as the waitress walked away Dusk seemed to have moved past whatever had brought him down, but Blitz wasn’t about to just write it off. Not on a day as important as today - their first official, actual date. It had to go perfectly. Or, at least, as perfectly as possible for someone with almost-zero romantic experience.

“Hey, you okay?”

Dusk jolted slightly at the question - despite the effort Blitz put into softening his tone. “I.. yeah, why wouldn’t I be?”

“Dunno, you tell me,” Rainbow shrugged, leaning back into his booth as casually as he could. Cool, calm, and confident. Gotta make sure this goes well. “You seem like you’re upset about something.”

“I…” Dusk trailed off as he chewed his lip anxiously, unable to meet Blitz’s eyes. “It’s nothing. Just… nerves, I guess.”

Rainbow didn’t exactly buy it, but pushing too hard would probably sour the mood worse than leaving it. But he didn’t want Dusk to hide things from him, either. What do I do? I just…

“I just want you to have a good time,” Blitz mumbled out, only vaguely aware he’d said it out loud at all. He looked up, and was able to capture the unicorn’s eyes before he could look away. “So if you’re not, you need to tell me so I can fix it. Or…” He clenched his jaw and breathed out. “Or... stop.”

“I don’t want you to stop!” Dusk shouted suddenly, wincing at the volume of his own voice. He forced himself to take a breath before continuing in a quieter tone. “It’s nothing, Rainbow, really. Just… I’ve never exactly been on a date before. I’m… not sure what I’m supposed to be doing.”

Blitz was able to breathe a sigh of relief that Dusk didn’t immediately call the date off. “You’re supposed to be relaxing. Having a good time. Hanging out. At least, I think. I’m… not that much more experienced than you are.”

Dusk raised an eyebrow.

“At dating,” Blitz stressed. “When it comes to… other things, I’ve got you beat by a mile.”

A moment of silence followed that statement, and for a moment Blitz worried he’d made it weird. Until Dusk was forced to cover a snort of laughter. “Maybe you’re the one who should wear the ‘slut’ choker.”

Mid-way through taking a drink of water, Blitz suddenly found himself coughing and trying not to choke. Dusk’s snickering did little to help. “Hey, hey,” he gasped, struggling to catch his breath. “Just because I’m a bit more experienced than you doesn’t make me-”

“It totally does!” Dusk laughed, no longer trying to cover his mirth. “Admit it! You’re a slut!”

Blitz growled lowly, leaning forward over the table “We’ll find out who the slut is tonight if you keep going.”

The way the pegasus dropped his voice to the low, cool, domineering tone Dusk was so familiar with sent a tingle of something down his spine, and he’d be lying if he said he didn’t like it.

And Blitz knew it.

“I’ll make you a proper slut, just like you’ve always wanted, right?” Blitz asked, his confident gaze all but trapping Dusk where he was. “When I’m done with you-”

“And here’s your food, gentlemen!”

Blitz jerked back into his seat so fast he realized what it was like to get whiplash, a blush growing on his cheeks just as quick as one appeared on Dusk’s.

Their food was placed between them, and just as quickly as she’d appeared the waitress sauntered away - though not before shooting a wink over her shoulder at Blitz. He smiled at her weakly, glancing nervously over to Dusk. Thankfully, the unicorn seemed unaware of the exchange, instead focused on the pizza in front of him.

They wasted no time in digging in. Despite the relatively small and simple appearance of the restaurant, the food was surprisingly good - a fact that Blitz made sure to mention he specifically chose the place for. Credit where credit was due, after all. Plus, he really wanted to show Dusk that he really did put thought into this, despite what his reputation may have implied about his romantic abilities.

For the rest of the meal the mood stayed light, and the pair found themselves drifting into idle chatter between slices of pizza. They didn’t notice the time passing until they were out of food and glanced outside to see the moon rising into the sky.

“It’s getting late,” Dusk said, nodding towards the window. He turned his attention to the rest of the restaurant, noting the lack of any other customers. “We should probably go.”

Resting his chin in his hand, Blitz sighed as he looked out the window. “Yeah…” he shot a glance over at the unicorn across from him. “Where are we going?”

“U-um…” Dusk fidgeted awkwardly, but a blush slowly rose in his cheeks. “I-I… I had a good time tonight.”

“The night doesn’t have to be over yet,” Blitz said, a suggestive undertone in his voice that told exactly what he was thinking. “Unless you want it to be,” he added cautiously, not wanting to push the unicorn too hard after their very first date.

Dusk chewed his lip, eyes flicking between his lap and the pegasus waiting for his answer. He didn’t have to think too hard. “W-we could always go back to your place, I guess…”

“Atta boy.”

Flagging down their waitress and paying their bill, Blitz wasted no time in scooting out of his booth. He stretched as he stood, feeling his joints pop and crack, telling how long he’d been sitting down. He looked expectantly over at Dusk, the unicorn still busy fighting down his blush. “So?”

“Huh?” Dusk looked up, forcefully drawn out of his thoughts.

“Shall we?”

Blitz’s question left an unmistakable air of anticipation in its wake, and Dusk found himself drawn out of his seat towards the pegasus. However, he flinched as Rainbow’s hand came to rest on his shoulder. “W-wait…”

Recoiling as though he’d been shocked, Blitz forcefully shoved his hands in his pockets. “Sorry, I-”

“Not that!” Dusk corrected urgently. “I just.-” he glanced around, noticed some of the restaurant staff looking at them, and turned away, motioning for Blitz to follow as he moved quickly for the door, glancing over his shoulder every other step to make sure he was followed.

Once outside - and away from the windows - Dusk let out a breath he’d forgotten he’d held. “S-sorry… Um, I-I do want to… go back with you, but-”

“Then let’s go.” Blitz flared his wings. “I’ll carry you up,” he said, pointing his thumb over his shoulder at the cloud house that always lingered on the edge of Ponyville.

“Wait, wait, I, uhm, don’t have my… stuff… with me-”

Rainbow was already airborne, the sound of his flapping wings drowning out Dusk’s small, nervous voice. “What’s that?”

“My stuff, Blitz, I need to- oof.” Dusk grunted as he was suddenly grabbed under his arms and around his chest by the pegasus’s toned and muscled arms.

“Don’t worry about that for tonight,” he said, and with an extra strong flap he lifted the unicorn into the air - surprised by how light he was. Dusk was smaller than him, sure, but it was as though he barely weighed anything at all.

Or maybe it was just the mounting excitement getting the better of him.

It’d been a long time since he’d brought a boyfriend home, after all.

“Blitz!”

“Hang on.”

“Raaaainbooooooow!”

Author's Note

And you thought this story was dead, just because it's been 3 years.

You may notice this chapter is part 1. You may also notice part 2 is already published. This behemoth would have been 14K words (Almost 15!) so I decided to split it up. But it is intended to be one chapter so... go read the next part. I'll see you there.

Chapter Five; A Truth and a Lie (Part II)

A Rainbow at Dusk

Chapter 5; A Truth and a Lie (Part II)

“Raaaainbooooooow!” Dusk screamed as he was suddenly whisked away through the air against his will. His first mistake was looking down to watch the ground fall away at an alarming speed. His second was reflexively grabbing on to anything he could - which in this case was Blitz’s arm - tightly. A little too tight if the way Rainbow flinched and nearly dropped him was any indication.

“Hey, hey! Easy down there!” Blitz shouted over the wind. He shifted his grip on the unicorn, tightening his arms and lifting the smaller stallion until his chin was almost resting on Dusk’s shoulder. “This isn’t the first time I’ve carried you, is it? You’re safe.”

Dusk was panting to catch his breath from the scream that had been forced out of him. “You… you gave me a bit more warning last time. A-and I could have just teleported myself up to your place, you know.”

“Maybe. But I think it’s more romantic this way, don’t you?” Blitz asked, his hand shifting to rub over Dusk’s torso. “I can feel you up as much as I want like this.”

Shivering at the pegasus’s touch, Dusk felt himself tensing as they approached Blitz’s home. “R-rainbow, I need to get my stuff, we can’t-”

Blitz rolled his eyes. “Dusk, it’s fine. We’re already here,” he said.

Sure enough Dusk felt himself deposited gently on the cloud that made up what could most accurately be described as a front porch. He looked up at the towering mass of clouds styled in traditional Cloudsdale fashion, with pillars bridged by arches and a domed roof at the top.

He swallowed nervously.

“Now then.” Blitz landed in front of Dusk, smiling confidently down at the shorter stallion. He left his wings spread slightly, almost unconsciously making himself appear even larger to the unicorn. “We’re alone, and you’re trapped up here with me.”

“Trapped?” Dusk asked skeptically, tapping his horn. “You sure about that?”

Blitz sighed. “Just play along, dummy.” He cleared his throat and brought his hands up to rest on Dusk’s shoulders, forcing a strong, confident tone into his voice. “Now that I’ve got you all to myself, what should I do with you?”

An all-too-familiar shiver raced down Dusk’s spine, but instead of tensing, he felt himself relax. For a moment, he felt at ease, comfortable in Rainbow’s presence. Then he felt the pegasus leaning forward, holding him in place, and before he knew it he was being kissed. And not just a quick peck on the cheek. Blitz’s lips were on his own, soft and warm and… still tasting vaguely of pizza.

Dusk didn’t even realize his eyes had closed as he leaned forward into the kiss, but he didn’t mind. Maybe… maybe he didn’t need his clothes for Rainbow, after all.

Then Blitz pulled back, a hungry glint in his eye as he reached back and opened his front door.

“After you. You already know where the bedroom is.”

“Y-yeah,” Dusk said huskily, his gaze lingering on Blitz’s lips for a moment longer before entering the darkened house. It was hardly the first time he’d been in his friend’s house, but this time felt different.

This time it was his boyfriend’s house.

And the last time he’d been here, he’d been prepared. All dressed up and ready to go. Now, he was without his clothes.

“You’re kinda, sorta… really fucking sexy,” Blitz had said that first night. And Dusk knew that was the clothes, not him.

His heart was pounding in his ears as he felt Blitz walking behind him, the pressure of the domineering stallion alone was enough to push him forward. He’d never been so nervous to have sex with Rainbow before. Well, except for that first time. But after that? It had become so normal, so relaxing.

But then, he’d always been able to get ready before.

“Well whatever. I suppose you are pretty cute all dressed up like that.”

Dusk cringed as he turned the corner into Blitz’s bedroom. As was typical for the pegasus, the bed was a mess and the walls were littered with posters. But none of that was why he was here. A fact which was pulled to the forefront of his mind when he felt Rainbow hug him from behind, the pegasus’s lips right next to his ear.

“Ready to continue our date, Dusky?”

“Not to mention you in those skirts and panties? No contest.”

But he had no skirts, no panties. Nothing to impress Blitz with.

Rainbow’s hands roved over his body, at first on top of his clothes, then, slowly, beginning to push under his shirt, onto his bare chest.

“Hey, what can I say, anything to get you into that skirt again,”

“R-rainbow, I-”

“Hmmm?” Blitz mumbled, his teeth gently clamping down on the unicorn’s ear. “What’s that, Dusky?”

Dusk shivered under Rainbow’s ministrations, even as his breathing quickened, faster than could be explained by arousal.

But… maybe it would be ok.

“Seriously though; you look just fine without the skirts ‘n stuff.”

Fine.

Fine.

Just… fine.

“Blitz stop!” Dusk shouted suddenly, wrenching himself free of the larger stallion’s grasp. Startled by the outburst, Blitz let him go without contest, taking a step back as Dusk whirled around to face him.

“Dusk? What’s wrong?”

Dusk held a hand to his head as he struggled to calm the anxious storm inside him. He could feel the beginning of tears threatening to fall from the corners of his eyes.

“I… I-I told you, I just need to go get my stuff. I’m… I… I w-w-want to look g-good for you.”

Blitz blinked. “What? What are you-”

“It’s our first date, a-and I want… I just… I’m not attractive without it so-”

“Dusk, hey, hold on-”

There was a flash, and a pop, and Rainbow was alone in his bedroom. It took his reeling mind a moment to catch up with what had happened, what Dusk had said.

It did not take him as long to realize the meaning, the feelings behind them.

“Dusk, you idiot,” he muttered to himself, pacing the room. He just hoped that Dusk was coming back.

Thankfully, after only a couple minutes, there was another flash and a pop, and suddenly Dusk was back before Blitz had to consider going out to find him.

As expected, the unicorn was now all dressed up with a black and purple striped skirt, dark pink crop top, and stockings that matched the skirt - just like he had been that first night. And every night since then. Gazing upon the unicorn now, Blitz suddenly felt the weight of the situation as he realized that he’d only ever been with Dusk while he was dressed up. Realized why Dusk always avoided sharing a shower after, and realized the things he’d said that had made things worse.

“S-sorry about that,” Dusk panted breathlessly, smoothing down his ruffled skirt and straightening his knee-high socks. “I’m, um, I’m ready now, so-”

“Dusk,” Blitz breathed slowly, keeping his voice steady and even. “I’m sorry.”

Dusk tilted his head to the side curiously, the silver tag on his choker shifting against his neck. “Huh? Why? I just needed a second to-”

“Strip.”

“W-what?”

Blitz folded his arms over his chest, his eyes firm. “Strip.” He repeated, in a tone that brokered no argument.

Dusk wilted under the pegasus’s intense gaze. “I… W-why? I just got dressed for you, and-”

“And now I’m telling you to take it off,” Blitz said sternly. “All of it. Or do you need me to help you with that?”

Despite what the order was, Dusk couldn’t help but feel compelled to obey. He was so used to letting Blitz take the lead at this point, he was already taking off his top before he’d even realized what he was doing. He held it in his hands, looking down at it almost in a daze.

Until Blitz took it from him and tossed it aside. “Now the skirt.”

“B-blitz, I don’t know-”

“All I want to hear out of you right now is ‘yes sir’,” Blitz growled aggressively. “Skirt. Now.”

For a moment, Dusk opened his mouth to argue, but felt something in his stomach twist at the way Blitz looked at him, and so all that came out was a meek “Y-yes, sir…” as he slid his skirt down his legs.

Dressed only in stockings, panties, and his choker, Dusk was starting to feel truly exposed in front of Blitz, but there was still more to go.

“Socks,” Blitz ordered.

Dusk winced, now unable to meet Blitz’s eyes. He’d known it was coming, but that didn’t make it easier to hear. And yet, all that came out of his mouth was “Yes, sir,” as he started to roll down the first, then the second. The air of the bedroom hadn’t felt quite so cold against his legs before.

Blitz nodded approvingly. “Dusk?”

Dusk closed his eyes. “Panties, right?”

“Go ahead then.”

“Yes… sir…” Dusk’s fingers gripped the waistband of his panties, the last piece of clothing he had left. It was hardly the first time he’d taken off his underwear in front of Blitz, but before he’d always been wearing something else. Usually his skirt, or his top, almost always stockings or socks that covered his legs. But now that the panties were all he had left, he was suddenly painfully aware that he was about to be fully nude.

“What are you waiting for?”

“I.. I’m…” Dusk swallowed thickly, clenching his eyes shut.

“Panties. Off. Now.”

“Yes, sir,” Dusk breathed in a near-inaudible whisper, and finally, in a shaky, halting gesture, pulled his panties down, and let them fall into a pile at his feet. His heart thundered in his chest, pounding in his ears. He was naked. Blitz was seeing him, without his clothes, without his skirt or stockings that made him sexy. Without the top that made him cute.

He was naked, and plain, and -

“Look at me.”

“Yes, sir,” Dusk answered automatically, but didn’t open his eyes. Whether it was to hold back tears or just because he didn’t want to see Blitz’s disappointed face wasn’t even known to him.

He heard Blitz step towards him, but couldn’t bring himself to look. Felt Blitz’s hands touch his cheek, then move down to his neck, then-

“N-no-” Dusk gasped as the choker - his last piece of cover - was removed from his neck. He heard the tag clink off to the side as it was tossed haphazardly away. Then, the hand returned to his cheek, soft and warm and terrifying all at once.

“Dusk, please, look at me.”

An audible whimper escaped Dusk’s lips before he eventually managed to peel his eyes open, braced for whatever was about to happen next.

The first thing he saw was that Rainbow had also stripped in the time his eyes had been closed, leaving them both nude.

The second was the look in Blitz’s eye. Gone was the controlling, stern glare from before. His eyes were soft, caring, and warm.

“I’m sorry,” he said, “I didn’t realize how you felt. I’m sorry I said things that made you feel like that.” He took a breath, and his second hand came up to cup Dusk’s other cheek. “Dusk, I… I’m not good at words, but you need to hear this.

“You’re hot as hell.”

Dusk froze as though his veins had been filled with ice, his tongue working uselessly inside his jaw. WIthout his clothes, his choker, his pretty stockings or cute skirt or, or… anything!

“I-I’m really-”

“Yes sir,” Blitz stressed firmly, forcing Dusk to maintain eye contact.

“Yes, sir,” Dusk repeated, feeling his heart skip a beat.

“You are adorable, and cute, and gorgeous and hot and sexy,” Blitz said.

“Yes, sir…”

Blitz nodded approvingly. “The clothes do not make you look good,” he said slowly, carefully picking his words. “You make the clothes look good.”

“I.. y-... yes, sir.”

“I am into you, not the clothes you wear. I asked you out because I like you, not your clothes.”

A strangled sob broke through Dusk’s muzzle, and he felt a tear drip down his cheek. “Yes, sir.”

“You don’t need the clothes to be hot.”

Dusk found himself pressing his cheek into Blitz’s palm. “Y-yes… sir…”

“Good.” Blitz sighed and hung his head slightly. “I thought I was the only one with issues,” he muttered under his breath. When he lifted his head, he didn’t hesitate to lean forward and capture Dusk’s mouth in a kiss. The unicorn couldn’t stop a few more tears that dripped from his eyes.

When they separated, Dusk found himself lifted in Blitz’s strong arms and laid on his back on the bed. The pegasus kneeled over him, their faces mere inches apart. Without the usual layer of girly clothing between them, Dusk could feel Blitz’s body heat wherever their skin made contact. And blitz made sure to maximize that contact as he leaned down further and laid another kiss on Dusk’s lips - then one on his cheek, then his jaw, then lower still.

His shoulder, a trail down his chest, his stomach, little wet spots of cold that contrasted with the warmth of the pegasus’s lips elsewhere. Blitz’s hands roamed their own path down Dusk’s body, along the unicorn’s ribs, his hips, reaching around to give his plump ass a gentle squeeze that elicited a gasp.

“A-ah, y-yes sir?” Dusk asked questioningly as Blitz reached his pelvis.

The pegasus chuckled. “You can talk normally now, silly,” she said, his lips pressing against Dusk’s thigh, his cheek pressing against the smaller stallion’s stiffening member.

“W-what are you doing?”

Blitz smiled up at him, leaning his head against Dusk’s thigh. “What do you think?” He asked, ticking out his tongue and licking slowly up the length of Dusk’s cock.

Dusk shuddered at the warmth, followed by the coolness of the wet trail left behind. It didn’t take much longer for him to get fully hard, his cock pulsing in time with his heartbeat. “Y-You’ve never, uhm…”

“Just ‘cuz I haven’t done it before doesn’t mean I can’t,” Blitz said. He lifted his head to meet Dusk’s cockhead, kissing the tip and earning a gasp from the unicorn. “And I think you deserve a blowjob.

“You were such a good boy following orders, after all.”

Dusk didn’t respond to that, but his cock did, a noticeably stronger flex accompanied by a bead of pre forming at its tip. Blitz smiled, sticking out his tongue to taste his reward, and quickly decided he wanted more. Deciding Dusk was plenty hard enough, he opened his mouth and in one fluid motion swallowed the head of the unicorn’s dick.

“Ooooh, Rainbow,” Dusk sighed as his flared cockhead was suddenly engulfed in the warm, wet confines of his friend’s - his boyfriend’s - mouth. But Blitz wasn’t done yet. He bobbed his head a few times, his tongue working the underside of the tool in his mouth before he pressed down further.

Down to the medial ring, then further. Dusk’s cock wasn’t particularly big, but it managed to prod the pack of Blitz’s throat just an inch or so before he reached the base. Luckily for both of them, this was far from Blitz’s first time giving head. With a deep breath through his nose, he pressed down, and the rest of Dusk’s meager length disappeared past his lips. Meanwhile, his hands were anything but idle as they continued to massage along the unicorn’s thighs and hips, touching and rubbing as he pulled his head up, then plunged back down in one fluid stroke.

Dusk let out a gasp. His hands, previously pressed into the bed, flew up to Blitz’s head, but they were swiftly smacked away. Their eyes met, and Blitz’s gaze made it clear that while Dusk may be the one getting his dick sucked, he was not the one in control of it. A fact that Blitz emphasized by aggressively digging his fingers into the unicorn’s pleasurably plump ass as he picked up the pace.

Left with nothing more to do than lay there and take it, Dusk did exactly that. His fingers clenched at the sheets and Blitz’s head bobbed up and down his length, from tip to base and back again, his tongue pressed up against the underside of Dusk’s prick. Every few strokes he came up for air long enough to suckle on the flared cockhead, enjoying the salty pre that served as his reward.

“R-rainbow… oh, Rainbow,” Dusk panted breathlessly, throwing his head back and moaning as Blitz sucked in his cheeks, tongue lashing at any vein or ridge or bump he could find.

All the while Dusk watched him go, feeling his hands on his body alongside the oral assault his cock was subjected to. In his mind, all he could hear was Blitz’s words, over and over; You’re hot as hell. You are adorable, and cute, and gorgeous and hot and sexy. I am into you, not the clothes you wear. I asked you out because I like you, not your clothes.

You don’t need the clothes to be hot.

It wasn’t that he didn’t believe it when Blitz said it, but now, he could feel how true it was. The way Blitz’s hands roamed over his body, touching every inch he could reach with an almost worshipful reverence. The feeling of Blitz putting forth this much effort, just to make him feel good. The fact that Blitz’s own impressive member, hard and throbbing between the pegasus’s legs, was - for now - completely neglected. Dusk had his full, undivided attention. Without a cute top, or a short, flirty skirt.
Or even his choker, that marked him for what he fantasized being.

He was nothing but himself.

And Blitz still couldn’t get enough of him.

“Rainbow!” Dusk cried suddenly, his hips jerking sporadically. “I.. I’m close-”

Blitz popped off his cock just long enough to say; “Then do it,” before quickly returning to his work, a deviant glint in his eye.

Dusk didn’t have much time to think about that, however, as the orgasm he’d only vaguely been aware of until now suddenly came barreling towards him, urged along by the pegasus’s expert tongue and the thoughts that still swirled in his head.

Despite what Blitz said, he did try to hold it back. If only to enjoy Rainbow’s mouth a little longer. But it quickly became too much for him, and he bucked his hips into the pegasus’s face and moaned loudly as he came.

Blitz hummed happily as he felt the unicorn’s cock flex and pulse against his tongue. He pulled back to take Dusk’s load in his mouth, his tongue working against the head to coax out as much cum as he could. He was given what he wanted as Dusk’s twitching cock released the first volley of the unicorn’s thick, salty jizz, which splashed against the back of his throat. A second and third shot followed, weaker than the first but with no less volume, and Blitz quickly found his mouth full of warm, slimy cum.

Instead of swallowing, though, he made sure to get it all, giving Dusk’s cock a few extra sucks to get every last drop, before he pulled off, making sure to keep his lips sealed. A small, viscous dribble of white leaked from the corner of his mouth, but for the most part it stayed inside.

Dusk, coming down from his orgasmic high, managed to focus back in on Blitz as the pegasus started crawling up his body. He noticed at the last second the way his cheeks were bulged out, but by then it was too late - their lips met in a kiss, and Rainbow pried his mouth open to share the creamy load between them.

It wasn’t exactly the first time Dusk had tasted himself, it was more familiar to him than he cared to admit, the experience of receiving it from someone was entirely different. Mixed in with his jizz was Blitz’s saliva, and it wasn’t long before their tongue met in the sloppy kiss. Dusk couldn’t help but moan as his tongue was overwhelmed - both by the flavours and by Rainbow’s own, dominant frenching, as the unicorn’s tongue was easily pushed aside, allowing Blitz free reign to explore his mouth at his leisure.

By the time Blitze ended their kiss, virtually all of Dusk’s cum had been transferred to the unicorn’s own mouth, and Blitz grinned down at him. “Swallow,” he commanded gently.

Dusk obeyed without a second thought, shivering as the slimy load slid down his throat, and on instinct alone he opened his mouth to show his obedience.

“Good boy,” Blitz purred, his hand reaching up to cup Dusk’s cheek. “Did you like that?”

Heart soaring at the compliment, Dusk nodded slowly. “Y-yeah, I… thank you, Rainbow. But, uhm…” Dusk’s eyes flicked down to Blitz’s own cock, hanging in the air between them, throbbing with need. He lifted a hand and grabbed it gently, stroking slowly along its impressive length. “It looks like you need a little attention, too.”

Blitz sighed happily as Dusk’s nimble fingers worked over his length, but he quickly pulled himself together. “I mean, if you’re still up for it,” he said, knowing full well what the answer would be.

Instead of answering verbally, Dusk scooted out from under Blitz and turned himself onto his belly, raising his hips so his ass was directly in Blitz’s face. He shook his rear for good measure, glancing over his shoulder and giggling at the way Blitz’s cock twitched with excitement.

He felt sexy.

Then, he felt Blitz’s hands on his hips, and he was turned back over onto his back. “Rainbow?”

“I wanna watch you,” he said, reaching over to the nightstand and returning with a bottle of lube. Dusk’s face lit up as he watched Blitz prepare himself, then he shifted his attention to the unicorn, a well-lubed finger sliding down between his cheeks and rubbing as his puckered anus. The lube was cold, but beneath it Blitz’s finger was warm, and gentle as it penetrated him slightly.

When he was sure they were both ready, The bottle was tossed away and Blitz grabbed Dusk by his legs, dragging him forward so their hips met. Blitz’s large cock flopped down next to the unicorn’s own package, and it was clear to see who was bigger between the two. Part of it was that Dusk had just came and wasn’t fully hard, but even if he was, he wouldn’t put up a context next to the massive pillar of flesh that the pegasus was working with.

“You’re so cute, Dusky,” Blitz said, thrusting his hips slightly, their two members sliding along each other. “Everything about you is adorable.”

Dusk’s face was ready to burst into flames. “Sh-shut up, just cuz I’m smaller-”

“It’s not about that,” Blitz murmured. He reached down and lifted Dusk’s hip, shifting on his knees as he lined himself up. “It’s the look on your face when you’re about to cum, the way you look at me when you want something, the noises you make.”

Blitz’s cock pressed against Dusk’s entrance, the pressure building slowly.

“Ahn~” Dusk gasped as he was spread open and Blitz’s head slipped inside.

“You’re tight,” Blitz grunted, thrusting gently as he slowly worked himself back and forth, just barely staying inside.

“I-it’s been a while since we… ooohhh…” the unicorn trailed off into a slack-jawed moan as Blitz slowly pressed forward, sinking inch after pleasurable inch into the smaller stallion.

“I guess it has.”

Rainbow pulled back, then thrust forward, watching the way Dusk’s face contorted in pleasure. The way his chest rose and and fell with his breath. The way his muscles tensed and relaxed in time with Blitz’s gentle thrusting.

Dusk was keenly aware of Blitz’s eyes on him.

And he loved it.

He loved the way Rainbow openly admired his body. Every last shred of doubt he felt had been blown away by the pegasus’s unrelenting sincerity, in his voice, in his words, his eyes and his actions. Rainbow Blitz had so thoroughly demonstrated his honesty that Dusk didn’t have any reason left to feel ashamed or inadequate.

But that didn’t mean Blitz was done showing him.

The pegasus grunted as another thrust brought his medial ring right outside Dusk’s back door, the fat ring of flesh proving a little too large still. For now that was fine, as he was content to simply thrust with half his length, putting just enough power into his hips to draw out a melody of gasps and moans from his partner.

“Oh, Rainbow, yes,” Dusk groaned out, his hands scrambling for purchase along the bedsheets but coming up empty. Until he felt something grab him, and looked down to realize one of Blitz’s hands had left his hip to interlock their fingers.

The display of affection made Dusk’s heart soar, and his eyes jumped back to Blitz’s. The pegasus smiled down at him, the gentle fucking never once slowing. “You good, Dusky?”

Dusk was about to nod enthusiastically, but stopped himself as he felt Blitz’s thick medial ring battering at his ass without slipping inside. Instead, he shook his head.

Rainbow immediately slowed his thrust, frowning. “What’s wrong?”

“More,” Dusk whispered needily, doing his best to slide his hips toward Blitz. “I can take more. I want all of you, Rainbow.”

Grinning hungrily, Blitz nodded. “If you say so. Deep breath, Dusky.”

Dusk obeyed the command like it was second nature - which, at this point, it basically was - and took a breath in through his nose. Blitz made sure he was ready, then thrust forward with enough force that Dusk’s entire body rocked back into the mattress.

But his asshole still refused to accept everything he wanted.

Blitz was persistent though, holding himself there and grinding, bearing down against Dusk’s ass and rocking his hips up and down.

“Give it to me, Rainbow!” Dusk cried, prompting another forceful slam of Blitz’s cock into him.

And this time, with an almost audible pop that sent a firework off in Dusk’s mind, Blitz’s cock finally sunk deeper into him. Past the ring of flesh, down along the thick, veiny texture, until Blitz’s hips slapped into Dusk’s plump asscheeks, finally fully hilted inside the stallion.

Dusk’s jaw hung open in a silent scream of pleasure as his mind was overtaken by the overwhelming sensation of fullness Blitz’s cock brought with it. For a moment, They were both content to stay there, each adjusting to the sensation of filling and being filled.

Until Blitz thought Dusk was ready, and in one long, fluid motion, pulled out, then slid effortlessly back in. Dusk felt his inner walls being forcefully spread apart, but all he could register was pleasure, and the wonderful pressure of being spread open.

“Gods, Dusk, you feel so good,” Rainbow groaned, emphasizing his point by giving a few short, shallow thrusts.

“Y-you’re so big,” Dusk gasped out,, his hand gripping Blitz’s that had never once let go.

Blitz grabbed Both of Dusk’s wrists and, with a single hand, pinned them above the unicorn’s head as he leaned down over the smaller stallion dominantly. He ground himself as deep as he could get, and then the fucking began in earnest.

Quick, short thrusts hammered into Dusk with enough force to produce an audible slapping as Blitz’s hips smacked into the unicorn’s supple ass.

“Oo--oo-ooh, B-Bli-tz,” Dusk growned, his voice given an artificial vibrato as his body was shaken by the forceful thrusts.

Blitz just grunted, keeping Dusk’s arms pinned above his head. He craned his neck down and his lips found the unicorn’s bare neck. Immediately Dusk knew what was happening, and a shiver ran up and down his spine.

“Y-yesssssss,” he hissed out, his arms thrashing in Blitz’s grip not out of a desire to escape but more an inability to properly control them. “M-mark me, Rainbow.”

Not needing to be told twice, Blitz’s teeth clamped down on Dusk’s neck, right where it met his shoulder. The unicorn squealed under him, and Blitz felt himself approaching the edge. Not wanting to end the night so soon, Blitz slowed himself down, switching to slower, full-length pumps wracked Dusk’s body with waves of unstoppable pleasure.

“Rainbooooow~” Dusk mewled desperately, his hips doing their best to meet Blitz’s.

Letting go of Dusk’s neck, Blitz admired the mark he’d left for a moment, running his tongue over it gently. The unicorn visibly shivered at the gesture.

“You’re so cute, Dusky,” Blitz breathed, meeting the unicorn’s eyes. The two stayed that way, unable to look away from the pleasure mounting on the other’s face. An extra hard thrust sent Dusk’s eyes rolling into the back of his head, and Blitz just admired the smaller stallion all the more for it.

“I- unf- R-rainbow, I think-”

“Me too, Dusky.“ Blitz grunted, his cockhead already starting to flare deep in the unicorn’s ass.

Dusk’s arms finally slipped free of Rainbow’s grip as the pegasus’s muscles started to tense, and instantly Dusk wrapped thema round Blitz’s shoulder in a fiercely tight hug. “Do it, cum inside me, Rainbow.”

“Dusk-” Blitz grunted, gritting his teeth. He could feel the unicorn’s walls clenching down on him as he raced towards his own orgasm, but it made it almost impossible to hold back. ‘Dusk I’m close.”

“Me too, Rainbow! Do it, please! Cum with me,” Dusk gasped out between ragged pants, fingernails clawing into Blitz’s back.

Blitz couldn’t have denied such a request if he wanted to. He thrust himself as deep as he could manage as he felt the rush begin. He darted down and pressed his lips to Dusk’s as he came, flooding the unicorn’s ass with his spunk.

Dusk felt the warmth filling him, sending him over his own edge as his limp dick squirted its own, weak, watery load over his chest.

Their tongues danced between their mouths as Blitz rode out the waves of his orgasm, each one accompanied by a thick, heavy shot of jizz straight into Dusk’s ass. For a moment he wondered if it would ever end, but eventually it did, and he was left panting, his hips bucking weakly into the stallion beneath him.

Dusk, meanwhile, was totally blissed out, awash with the afterglow of his second orgasm and the intense warmth of Blitz’s cum inside him.

With the last of his strength, Blitz pulled himself out of Dusk’s ass, a torrent of white following him out and pooling on the bed sheets. He paid it no mind, however, as he collapsed next to Dusk to catch his breath.

For a long few moments the only sound was the two stallions breathing, before eventually Dusk recovered enough to mutter; “Wow.”

“Yeah,” was all Blitz could offer in response.

Dusk rolled onto his side to face the pegasus. “That was great, Rainbow.”

Managing to shoot the unicorn a cheeky grin, Blitz shrugged half heartedly. “Aren’t I always?”

“I mean, yeah, but… I dunno. It felt… different this time. Maybe because we’re dating now?”

Blitz groaned quietly. “Don’t go too mushy on me now.”

“Like you’re one to talk,” Dusk scoffed. “Telling me all that stuff about being cute and… and…” he swallowed thickly, “That I don’t need the clothes…”

His eyes hardening, Blitz forced himself onto his side so he could wrap Dusk in a hug, pulling the smaller stallion into his chest. “Dusk, you should have told me I made you feel like that, because I’d have told you how untrue it was.”

Dusk inhaled the pegasus’ scent, relaxing as he felt secure in Blitz’s arms. “I… I know that. Now, at least. Um… Thank you, Rainbow. I… really needed to hear that stuff.”

“I could tell. Sorry if I was a bit, er, pushy.”

“No, you… okay, well yes, you were. But… I think I really needed that.” Dusk sighed, closing his eyes and pressing himself closer into the pegasus’s chest.

“Dusk?”

“Hmm?”

Blitz shifted slightly, his arms tightening. “I don’t want you to dress up any more if it makes you feel like that. And don’t you dare do it just because you think I want you to.”

Sighing, Dusk shook his head. “I… that might have been a part of it, but that wasn’t all. I really am into that kind of stuff. S-so, if you’re okay with it, I’d like to keep doing it.”

“Okay,” Blitz nodded. “Only if you want to. I won’t deny that it’s hot as hell, but I… I never want to make you feel like that. Any time you do, tell me, and I’ll show you how wrong you are, okay?”

Dusk was glad he was pressed into Blitz’s chest so the pegasus couldn’t see his blush, nor the tears gathering in his eyes. “O-okay.”

A few moments passed in silence, each of them enjoying their afterglows and the closeness they shared. And as Dusk started to drift off to sleep, he heard a faint murmur from above him.

“What?”

Blitz cleared his throat abruptly. “Nothin’, Dusky-” he cut himself off with a yawn that only sounded partially fake. “Just… yeah, nothing.”

In the silence that was left behind, it didn’t take long for Dusk to fall asleep, the emotionally rollercoaster of a day finally catching up with him, as well as the physical fatigue of the evening.

Blitz could feel the way Dusk’s breathing evened out against his chest, the way the unicorn’s comparatively small body went slack against his, and smile sleepily. Now certain that he was asleep, Blitz leaned down and placed a kiss on his forehead, right beside his horn.

“I really did fall for you, Dusky…”

Author's Note

Ho boy, that was quite a chapter huh? Yes, it is gratuitously long, but it's the emotional core of (this part of) the story.

So... sorry for the wait. I've rewritten this chapter probably 4 or 5 times a this point, and finally have something I'm happy with. Actually... really happy with to be honest. I've had this scene in mind basically since I first decided to extend this to be more than just a one-shot, and it felt so good to finally write it. Not exactly how I envisioned it, when is it ever, but I quite like this version.

And yes, I did have to make clear that this would not be the end of Dusk's kinky crossdressing adventures. Trust me, I still ahve plenty of fun ideas. And there's still more plot to go through. I mean, they'll have tot ell their friends at some point.

And Dusk should probably come out to his family eventually.

But that's getting spoilery, so I'm gonna tap out now while I'm ahead. I hope you enjoyed the tender gay lovemaking, even if it's not really what this story "does" normally. (I really enjoyed writing it though)