Sweetie Belle wasn't able to do anything about it even if she'd wanted to. She was just too exhausted. All she could do was lie there as Rainbow straddled her face. Thick, gooey drops of warm juices fell down onto her muzzle before Rainbow planted her pussy right against Sweetie Belle's lips.

She started licking. What else could she have done? And Rainbow's pussy responded eagerly, winking against her mouth.

That wasn't the end of Rainbow's plans, though, not by a long shot. She leaned down over Sweetie Belle's supine body, all the way until she could nuzzle right up against the soft, almost ticklish bare skin around her underdeveloped filly teats.

Sweetie Belle moaned right against Rainbow's pussy as she felt Rainbow's lips and tongue caressing one of her tiny pink nipples. But that wasn't the only thing Rainbow had in store for her. Sweetie Belle soon felt the tip of her own strap-on against her pussy.

“Easy now,” Rainbow said, taking her lips off of Sweetie Belle's nipple for just a moment. “I know this is probably your first time, but if I take it slow and you just relax, it won't hurt one bit.”

Shuddering underneath Rainbow Dash, Sweetie Belle licked and twirled her tongue in appreciation. She slid her hooves up and down Rainbow's sleek body.

Maybe Rainbow hadn't guessed it yet, but while Sweetie Belle had never had this particular dildo inside her, she was no virgin, not even in that sense. She'd had Scootaloo's identical one quite a few times, courtesy of the spunky little pegasus filly herself.

Still, though, when Rainbow slowly pressed the tip of it into her pussy, she had to admit it felt like something special, like she'd never felt it before. Rainbow really seemed to know what she was doing with it – she was so gentle and caring, but still so firm ... in total control. And the tip of it was so slick, it slid in so easily, despite how tight and small her little pussy was...

When she realized why it was so slippery and easy, Sweetie Belle moaned into Rainbow's pussy all over again. The dildo was coated with Rainbow's slick juices – the same juices she tasted now – and they were being pushed and spread deeper and deeper inside her. Rainbow had no cock to rut her with, of course, but this ... this was a little bit of Rainbow Dash – a little bit of Rainbow Dash inside her!

Giddy with the feeling of Rainbow's juices spreading around inside her pussy, Sweetie Belle lapped contentedly at Rainbow's pussy and wriggled her own body against the bedspread a little, flexing herself around the firm rubber of the dildo and imagining that she was stirring Rainbow's essence inside herself. And all the while, Rainbow slowly, carefully inserted it just a little bit deeper and deeper.

Finally, though, it went too deep. “Aah!” Sweetie Belle cried out, pulling back from Rainbow a little. Her whole body went suddenly stiff. “Too deep!”

“Oh...” Rainbow pulled it back a little bit, making things comfortable again. “Huh. I thought you'd be able to take more than that.”

“I'm sorry, Rainbow Dash! I just—”

“Don't apologize for being who you are, kid.” Rainbow kissed her underbelly between her teats. “You're still just a little filly, and this is a really big dildo. There's nothing wrong with knowing your limits.”

As Rainbow's lips found her other nipple, Sweetie Belle moaned contentedly. Who would have thought that Rainbow had such a caring, supportive side to her? Sweetie Belle grabbed Rainbow's hips with her forehooves and pressed her muzzle against the older mare's pussy with renewed passion. She wasn't about to use the L-word or anything, but every little thing she found out about Rainbow Dash just made Sweetie Belle like her more and more.

Rainbow began gently sliding the dildo in and out. And somehow, she seemed to know just how deep to go each and every time. It never ran up against her innermost barrier again, never made her feel like it was getting shoved right against her womb. Maybe she could blame the distraction of the dildo's veins rubbing against her inner walls, Rainbow's pussy against her face, or Rainbow's tongue on her nipples ... but it took Sweetie Belle an embarrassingly long time to realize how Rainbow was being so precise with that dildo: the rainbow stripes! With each little bit of the dildo's length a different color, Rainbow just had to remember which color to stop at, and she'd get it to the perfect depth every time! How come Scootaloo had never figured that out?

Of course, Scootaloo hadn't ever overwhelmed Sweetie Belle with sensuality like this before, either. Nor had any of the other fillies she'd played her little games with. Between the dildo massaging her pussy into wet and slippery bliss, the tongue caressing her tiny nipples into being as firm as possible, and the pussy coating her mouth in Rainbow-flavored juices, Sweetie Belle felt totally surrounded in lewd pleasures of every kind. A dozen other fillies working together couldn't have overwhelmed her the way Rainbow Dash did!

And even though she was already doubly spent, that overwhelming ecstasy sent irresistible shivers all up and down Sweetie Belle's body, echoing the smooth in and out motion of the dildo in Rainbow's skilled hooves. Her whole body began to stiffen again; it started to become difficult to breathe – and not just because of Rainbow's warm sloppy and winking pussy against her face.

Rainbow seemed to be getting into it, too. Her hind legs squeezed around either side of Sweetie Belle's face as if trying to hold her in just the right spot. “Oh yeah...” Rainbow gasped deeply, making her pussy flex against Sweetie Belle's muzzle. “Just like that! Lick my—” She moaned deeply, then paused to lick Sweetie Belle's nipple again. “Lick my clit!”

Evidently, Rainbow Dash had completely given up on the idea that Sweetie Belle was too innocent to know what a clit was. But that didn't matter. What mattered was that the next time Rainbow's pussy winked and presented her clit to Sweetie Belle, she eagerly licked it, wrapping her tongue around as much of it as possible.

Even as Rainbow began to tremble, she kept the dildo moving and kept slipping in just shy of being too deep, filling Sweetie Belle over and over again more perfectly than she'd ever been filled before. Rainbow's muffled moans vibrated Sweetie Belle's nipples in an electrifying way she'd never before known was possible. And Rainbow's pussy winked more and more desperately against Sweetie Belle's lips, soaking her tongue with the heat of Rainbow's nectar.

She was getting so close! Sweetie Belle arched her back against the bed, moaning uncontrollably against Rainbow's pussy. But Rainbow was just as close – Sweetie Belle could feel Rainbow's hot, labored breath against the soft skin of her underbelly.

In the end, Rainbow was the one who came first, if just barely. She went stiff and shoved her pussy down, pressing Sweetie Belle's head against the bed with her weight. Sweetie Belle could feel the convulsions of Rainbow's inner walls as they pressed her pussy lips rhythmically against Sweetie Belle's muzzle.

The orgasm was finally enough to break Rainbow's self control, though. She shoved the dildo in one last time – all the way in, kissing the firm rubber tip of it right against the entrance of Sweetie Belle's womb.

That ended up being just what Sweetie Belle was missing, though. The sudden intense swell of burning pressure so deep inside her set off a chain reaction of ecstasy, flooding her whole body with a swelling heat she just couldn't contain. She writhed underneath Rainbow, expressing with a timelessly primal dance the flood of pleasure she couldn't let out in any other way.

Rainbow, just as overwhelmed, let the base of the dildo slip out of her hooves as she tried just to keep herself from collapsing her whole weight down onto Sweetie Belle. Letting go of Sweetie Belle's tiny nipple, she craned her head up toward the ceiling and cried out like never before.

Sweetie Belle's clenching inner walls squeezed the dildo out of her bit by bit, but each movement of it inside her set off another aftershock of her orgasm, making her buck her hips against the bedspread all over again. If this moment could last forever, if she could spend the rest of her life between Rainbow's orgasm-trembling legs, she absolutely would have.

It couldn't last forever, though. Of course it couldn't. Eventually the dildo popped completely out of her pussy, finally ending the stimulation of it moving inside. Rainbow's tightly flexed leg muscles on either side of her face slowly relaxed until they were more buttery-soft than she'd ever thought Rainbow's athletic body could be. And finally, Rainbow Dash heaved herself over to the side, flopping belly-up on the bed next to Sweetie Belle.

“I... I can't believe...” Rainbow took a few deep breaths. “Can't believe we just did that.” She laughed a little. “I am the worst foalsitter ever!”

Sweetie Belle flopped her head over to the side so she could look at Rainbow. “More like best foalsitter ever!” She sighed contentedly. “Just wait until Scootaloo hears about this! She's going to be so jealous!”

“Hey! You promised not to tell anypony!”

She grinned. “I promised not to tell anypony about the kissing. Didn't mention about anything else...”

Rainbow visibly tensed against the bed, her eyes going wide and searing into Sweetie Belle. “Seriously! You have no idea how much trouble I could get into for messing with a little filly. Promise me you won't tell anypony. Please promise me!”

“Well, maybe I'll promise...” She rolled over, lying on top of Rainbow. “... if you ask really nicely. Hm ... and...”

Rainbow winced. “And what?”

“And maybe we can invite Scootaloo next time?”

“Next time?”

Sweetie Belle smiled down at her, enjoying the warmth of Rainbow's belly against her own. “I bet Rarity will ask you to foalsit again if I tell her how great you were. And if you're too busy taking care of Scootaloo, say ... next Friday, well, then you can just bring Scootaloo with you and we'll have a sleepover!”

“A ... sleepover?”

“Uh-huh! It'll be the greatest night ever! Just make sure she brings her toy.”

Rainbow sighed a little, deflating underneath Sweetie Belle. “What have I gotten myself into?”

Author's Note

This story is a commission for Starless. If you'd like to get a commission of your own done, go to my Commissions Page for all the details you need. And remember, Patreon supporters get big discounts on commissions!