Filly Fooling

by dirty little secret

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Sex, Sweetie Belle
Length: 10515

Rainbow Dash is a filly fooler. Sweetie Belle is a filly. When circumstances end up leaving them alone with each other for an entire evening, things happen.

Rainbow Dash is a filly fooler. Sweetie Belle is a filly. When circumstances end up leaving them alone with each other for an entire evening, things happen.

Contains: foalcon, deceptive and seductive Sweetie Belle, F/F, tribadism, backsides being gobbled, strap-ons.
Cover image made by an anonymous artist, from vectors by SLB94 and osipush.

Published 2020-03-16 22:50:02 UTC
Last updated 2020-03-16 22:50:02 UTC

Chapter 1 - Kissing and Stuff

Rarity literally bent over backwards, begging Rainbow Dash, “Please please please! You just have to do this for me. Everypony else is busy, and I simply must have someone to watch her for the evening, or all my plans will be ruined!”

Sweetie Belle paid little attention to Rarity's theatrics. She'd seen this all before, of course. Lots of times. And what mattered here wasn't her sister's flair for the dramatic – it was the pony Rarity was currently cajoling.

She'd never had Rainbow Dash as a foalsitter before. It wasn't the kind of thing Rainbow did. If the rumors about her were true though, this evening might end up being more interesting than she'd expected.

“You're sure she can't just stay here by herself for a while?” Rainbow said, rubbing the back of her mane. “She seems to do just fine most of the time.”

Rarity held her hoof to her forehead as if she might faint. “Oh I couldn't! She's far too young and impressionable to be left on her own all night! Why, if I left her here all by herself, who would cook her dinner? Who would make sure she took her bath? Who would tuck her into bed at night?”

Sweetie Belle rolled her eyes. For a pony supposedly so sophisticated and polite, why did Rarity have to talk about her as if she wasn't even here? And it wasn't like she needed help with any of those things. She often did all of that by herself at Mom and Dad's house.

It was all because rarity wanted to go carouse with stallions again. That was – quite obviously – the 'urgent errand' she had to go out on, the one that was supposedly so secretive. It was so hypocritical of her to go off and do that while telling Sweetie Belle she couldn’t have any fun of her own. That, she suspected, was the reason why she 'needed' a foalsitter tonight – just to make sure she didn't sneak off and try doing any of the things Rarity would be out there doing all night tonight.

Rainbow sighed. “Well, if it means that much to you, and there's no other options, I guess I can do it.”

“Oh thank goodness! You have no idea how much this means to me.” Rarity made a spectacle of prostrating herself down in front of Rainbow. “You're a life saver!”

Rolling her eyes, Rainbow reached down and picked Rarity up off the floor. “Come on, Rarity. I've saved enough actual lives that this kind of stuff doesn't really work on me. A simple 'thank you' is fine.”

“Thank you so much!”

“Don't mention it.” Rainbow watched Rarity as she buzzed over to one of the boutique's many mirrors and made one last touch-up to her lipstick. From the way Rainbow shook her head slightly, it was pretty clear that she knew perfectly well what Rarity was up to. “But, you know... If you happened to make those alterations to my Nightmare Night costume...”

Rarity smacked her lips together and made kissy faces at the mirror. “Consider it done! You shall be the most electrifying Thunderpony Equestria has ever seen!” With that, she trotted over to the door. “Ta-ta now. I mustn't be late! Your checklist is right there on the makeup counter. And remember, her bedtime is nine thirty.”

“Ten thirty!” Sweetie Belle shouted as Rarity went through the door. “Mom and Dad said I could stay up later now!”

There was no response. The door slowly swung shut, ringing the chime along its way.

Sweetie Belle looked at Rainbow Dash. Rainbow looked back.

“Uh... You can totally go to bed at ten thirty if you want.” Rainbow grinned a little. “Don't worry. I won't tell.”

Well, that was a good sign. Sweetie Belle smiled back. Maybe being foalsat by Rainbow Dash wouldn’t be so bad. Then again ... maybe it could get better – a lot better – if she just played her part right.

As Rainbow went over and looked through Rarity's foalsitting to-do list with a suppressed groan, Sweetie Belle came up alongside her. This would be tricky. She'd need to pretend like she didn't know anything, but still steer Rainbow in the right direction.

Well, there was one obvious place to start. She gave a very convincing little frustrated groan. “Where is Rarity even going this time of day? It's almost dark already!”

Rainbow chuckled a little. “Just between me and you, kid, I'm pretty sure she's going out with a stallion.”

“Why does she even like hanging out with random stallions so much? She should just stay home with me – we can hang out all she wants!”

“Um...” Rainbow actually started to look a little uncomfortable with that one. “Honestly, you know ... I've never really seen the appeal in stallions either. But, um, you'll probably understand when you're older.”

“It's so weird, though. I like hanging out with mares a lot better, don't you? I'd much rather spend time with Apple Bloom and Scootaloo than any of the colts in our class.”

Now that was getting under Rainbow's skin. She shuffled a bit to the side, fluffing her wings a bit and actually even blushing a little. “Well, um... Some mares like mares, but other mares like stallions. It's just kind of ... yeah.”

Oh yes, this was going perfectly. Sweetie Belle would have her in no time. And now it was the time to lay it on thick. She leaned over close to Rainbow, giving her a pathetic, pleading expression. “But how do you know which one you like?”

At that, Rainbow darted back away, holding one hoof in front of her and looking distinctly uncomfortable. “You'll just kind of, um, find out.” She laid her ears back against her head. “When you're older.”

“Oh...” Sweetie Belle stalled for a moment. Had she come on too strong, or did Rainbow just need a little more of a push? “But how will I find out?”

“You, um... You should really ask Rarity about that. I don't think I'm supposed to—”

Coming closer, Sweetie Belle looked up at her pleadingly. “Please? I've tried, I really have! But Rarity is just so...”

“Yeah.” Rainbow actually laughed a little, and the tension that had been building up in her dissipated visibly. She came back over to Sweetie Belle's side and laid a hoof over her back. “She can be pretty uptight, can't she?”

Sweetie Belle luxuriated for a brief moment just in the warm, comforting feel of Rainbow's hoof over her withers. Oh yes, she could enjoy this. She'd had more than her share of fun, but Rainbow Dash was something special – the kind of filly fooler who didn't fool around with just any filly. But if she played her cards right, she could be that filly. “Uh-huh.” She subtly rubbed herself against Rainbow's foreleg, which just happened to move her a bit closer.

But Rainbow didn't say anything else, and after just a moment, she slipped her hoof off of Sweetie Belle.

Time for the next step. “But ... but aren't you going to tell me how to find out? How did you find out?”

“That's, um... That's probably not a story I should be telling little fillies.”

“Please!”

“No.” Rainbow ruffled her hoof through Sweetie Belle's mane. “I don't tell anypony what happened at flight camp. But if you really have to know – you just kind of, um, try things with mares and stallions and see which one you like best. Or maybe both? Some ponies like both, you know.”

“Ooh!” Sweetie Belle said in mock surprise. “Like how Rarity tries things with stallions?”

Rainbow pursed her lips. “Yeah, um... Sure. I guess.”

“But what kind of things is she trying? Nopony will ever tell me.”

“Uh...” Rainbow took another uncomfortable step backward. “You know, dating stuff.”

“Huh?”

“Romantic mushy stuff. Not really my thing, you know. I, uh... I wouldn't know much about that. You should really just ask Rarity. She loves that kind of stuff.”

Sweetie Belle didn't let Rainbow get away – every step Rainbow took back, she took forward, coming closer and closer to Rainbow's face. “Like ... kissing and stuff?”

Rainbow's backside bumped up against the wall, preventing her from escaping any more. “Yeah and ... um, stuff.”

“Stuff?” Sweetie Belle drew even closer, craning her neck up to the point where nose almost bumped into Rainbow's. “What kind of stuff?”

“You'll, um... You'll find out when you're older!” Rainbow glanced desperately around. “Oh, um, the checklist! I'd really better make sure I've read everything on it... Um... yeah.” She darted out from between Sweetie Belle and the wall, crossing the room in a rainbow blur. “Yep. Uh-huh. Lots of checklisty stuff here to do...”

It didn't escape Sweetie Belle's notice that Rainbow was carrying her tail a little higher than usual. She eased up closer. “Aw... I wish I had somepony I could try kissing ... and stuff with.”

Forgetting the checklist for a moment, Rainbow looked over her shoulder at Sweetie Belle, her eyes showing genuine sympathy. “Don't worry. I'm sure you'll find somepony. Probably somepony really special and amazing.”

Why did she need to wait, though, when she had somepony special and amazing right here, right now? Sweetie Belle quashed the knowing grin that wanted to come out on her face. Instead, she gave Rainbow the best woebegone frown she could manage. “But I really want to know right now!”

Turning around to face her, Rainbow cocked her head to the side. “Huh? Know what?”

“Whether I like stallions or mares!”

“You'll find somepony soon enough,” Rainbow said, grinning down at her indulgently.

“Can't you do it with me, just a little?” Sweetie Belle put a little pleading squeak into her voice. This was it – the make or break moment. She had to play it just right if she wanted to taste the rainbow tonight.

Rainbow's lip trembled for a moment before she managed to reply. “M-me? Huh?”

“You can do it, right? Scootaloo says you like kissing mares.”

With a sudden jolt, Rainbow stood up straight, her eyes wide. “What? Wait – what did she see?”

“I dunno. She didn't say. But she follows you around like all the time, you know.”

Rainbow winced, looking down and to the side, and Sweetie Belle let her be for a few moments. It was fun to imagine the kinds of things Rainbow might be worried about Scootaloo seeing. Just what kinds of fun did Rainbow get up to with other mares when she thought nopony was watching?

Eventually, though, it was time to press just a little bit more. “Come on... If you like kissing mares, maybe I do too! And you'll enjoy it, won't you? I'm a cute mare aren't I?”

Rainbow stared at her for a moment, no doubt going over in her head just how cute Sweetie Belle was – Sweetie Belle preened under he gaze. But then Rainbow shook herself a little and took a deep breath. “No, Dash,” she whispered to herself under her breath, “that is not on the menu. Snap out of it.” Out loud to Sweetie Belle, she said, “Sorry, kid, but you're just too young.”

“I promise I won't tell anypony if you kiss me! I just really want to find out... Maybe just a little?”

Rainbow shook her head vehemently. “Nuh-uh. A little filly like you should be trying these kinds of things with other fillies your age. Why don't you ask Scootaloo and Apple Bloom?”

Oh, Sweetie Belle was way ahead of her on that one. She wasn't about to say so, though. “But what if they don't want to? What if they already know they don't like mares? Then I'll never get to find out!”

“Uh...” Rainbow started backing away again, but her tail was rising higher behind her.

Knowing she had her right where she wanted her, Sweetie Belle slowly pursued Rainbow across the room, herding her straight toward Rarity's favorite fainting couch. Just a little farther... “Please!” she said, giving Rainbow her very best sad puppy eyes.

With just the perfect timing, Rainbow's hind legs hit the edge of the divan and made her fall rump-first into it, sitting down. “Um ... okay.” Rainbow gulped, looking down at her. “But just a little bit, alright? Just enough to see if you like it.”

Yes! Sweetie Belle struggled to keep the elation from showing on her face too much. Her own tail flicked upward behind her. She couldn't control that. Hopefully, at least, Rainbow wouldn't catch her winking ... at least not yet.

Still, she beamed up at Rainbow. “Oh thank you! Thank you so much! You have no idea how much this means to me!” As she spoke, she climbed up Rainbow's legs, not giving her a chance to get off of the divan. She climbed all the way up until she could sit in Rainbow's lap, her hind legs straddling around Rainbow's hips.

That put her at almost the perfect face-to-face level with Rainbow. And the way Rainbow looked at her made her fur stand on end, tingling all over her body.

Yes! This was really about to happen! She couldn't wait to tell Scootaloo about it –she would be so jealous! But that was hardly the only reason it was so much fun to be here in Rainbow's lap, slowly drawing closer and closer. Ever since Sweetie Belle had first discovered she had an eye for mares, Rainbow Dash had been the one on her mind. Rainbow had actually been the very first mare Sweetie Belle ever felt a twinge of attraction to, the one who started it all. Rainbow had been celebrating some little athletic victory over Applejack, prancing around excitedly in a way that put her lithe and slender body on full display, showing off her perfectly chiseled but undeniably feminine muscles and curves. And that playful, happy look on her face! It had burned into Sweetie Belle's mind as the perfect ideal of a mare so much that she kept thinking about seeing Rainbow like that, even when she was with other fillies. Scootaloo was nice and all, but every time Sweetie Belle was with Scootaloo, she couldn't help but close her eyes and imagine a younger version of Rainbow Dash instead...

And now ... now she was finally going to get her chance at the real Rainbow Dash. As they slowly drew closer to each other, their muzzles finally touched, bumping gently together. Sweetie Belle tilted her head slightly to the side. She pretended to close her eyes, but she didn't really, not all the way. There had already been far too many times when she closed her eyes and imagined she was kissing Rainbow. This time, she wanted to see it, to know that it was real.

Their lips met. Just a tentative little touch. Rainbow's lips were so soft! Sweetie Belle hadn't been expecting that. Somehow, she'd thought it would feel firm and taut, just like every part of Rainbow's body. But no ... this was wonderful!

Rainbow tried to pull back a little, but Sweetie Belle leaned forward with her, deepening the kiss, pressing the two of them together. When Sweetie Belle opened her mouth just slightly, Rainbow didn't react at first. But after a moment, Rainbow let out a little moan, parting her lips just enough for Sweetie Belle to feel a little bit of the juicy warmth within. When she ventured her tongue a little bit inside, though, Rainbow yanked her head back.

“Woah there!” Rainbow said, panting a little. “That's enough, don't you think? Looks like you've already figured out you like it.”

Sweetie Belle didn’t bother saying anything – she lunged toward Rainbow, wrapping her forehooves around behind Rainbow's mane, and she kissed her again, diving in deeply this time and holding nothing back.

Moaning again, Rainbow at first pressed her hooves against Sweetie Belle's body, halfheartedly trying to push her away. But she soon gave up that struggle, instead letting her forelegs slip around either side of Sweetie Belle's body and wrap around her back, pulling her closer.

Sweetie Belle melted into the kiss, gladly accepting Rainbow's tongue when it was offered. She shuddered a little as she ran her hooves through that rainbow-colored mane she'd fantasized about so often, as she felt the firmness of Rainbow's neck muscles under her velvety fur, as she not-so-subtly rubbed her own underbelly against the sleek curve of Rainbow's body. Every little bit of this was perfect, even better than she'd imagined it would be. She let out a little squeaking moan, right against Rainbow's lips and pulled herself even tighter against the mare of her dreams.

Rainbow's hooves slid up and down along Sweetie Belle's back, exploring her little filly curves as they brushed through her soft white fur – which was primped and conditioned in anticipation of exactly this, once she'd found out that Rainbow Dash might be foalsitting her tonight. One hoof slid upward and ran through Sweetie Belle's mane ... and the other ventured downward, scandalously downward.

When Sweetie Belle felt Rainbow's hoof curl around and blatantly grab her, digging into her ass cheek, she knew she had her. Yes! Her little plan had worked perfectly. She moaned even louder into Rainbow's mouth as Rainbow rubbed and squeezed her 'innocent' little filly curves. Sweetie Belle's tail lifted high behind her, and she could feel her pussy winking like crazy ... probably dripping filly juices down between Rainbow’s hind legs.

When their kiss finally broke, both of them were left more than a little breathless. Sweetie Belle gasped and huffed, her forehooves still wrapped behind Rainbow's neck. Rainbow's lovely magenta eyes stared into hers, quivering with something between anticipation and confused fear.

“Sweetie Belle, I don't think—”

Before Rainbow could say anything more, Sweetie Belle squeezed out from between her forehooves. She hopped over onto the cushion next to Rainbow, facing away, then deliberately raised her tail and spread her hind legs slightly. Time to really give her that 'innocent filly' charm. “Rainbow Dash,” she said. “I... I feel funny and all tingly.” This had to be getting to Rainbow. Sweetie Belle waited for another bout of winking from her little pussy, showing herself off as lewdly as possible. “It feels funny right here.” She pointed with her hoof.

Rainbow stared, wide-eyed, and even licked her lips as she slowly drew closer, but she said, “Oh no, nuh-uh. I am not getting into that.” She was so close! Close enough for her breath to tickle Sweetie Belle and set off another bout of winking. “Just, um... Just go to your bedroom and clop yourself off or something.”

“Clop myself ... off?”

Squirming in place, Rainbow visibly struggled to hold herself back. “You know... Tend to your flower garden? Pet your kitty? Moisturize your hooves?”

“What? What does that even mean?”

Rainbow let out a little groan of frustrated desire. “You know, masturbate!”

“Master who?” Sweetie Belle did her best to look back at Rainbow as if she was completely clueless.

It must have worked, because Rainbow sure looked like she was falling for it. “It's what it's called when you touch yourself and make yourself feel good.”

Sweetie Belle gasped theatrically. “Touch myself there?”

“Um ... yeah. You just rub your, uh...” Rainbow gulped. “Rub your pussy with your hoof.”

Of course Sweetie Belle knew how. She'd learned that ages ago. But this time, she purposefully did it as poorly as possible. It took her forever to even fumblingly reach down between her legs and manage to touch herself at all. And once she did, she rubbed herself with a jerky, tentative motion, moving more awkwardly than a newborn foal. Wow she was wet down there – it was really soaking her hoof! She hadn't realized it was even possible for there to be so much... But that wasn't important right now – the important part was to put on a show for Rainbow Dash ... as pathetic of a show as possible.

Rainbow cringed. Perfect. She reached out, then drew her hoof back. “You can just— Why don't you—? No, no, that's not...” She slapped her own hoof in front of her face. “No! You just... What are you even doing?”

“I'm trying, but it's just...”

Groaning and rolling her eyes, Rainbow got up and turned around, facing her tail end toward Sweetie Belle. “No! Come on, it's simple! You just reach back like this and...” She paused just before touching herself, her eyes glancing around to the unshaded windows and unlocked doors of the boutique.

Sweetie Belle barely noticed where Rainbow was looking or what she was doing. Her own eyes were fixed on the sight of Rainbow Dash's tight, athletic ass and her raised rainbow tail. Her hind legs were spread slightly, putting the teardrop bulb of her vulva on full display, and even causing a tiny slit of pink to show between her light blue lips. And when Rainbow's pussy winked at her, Sweetie Belle's own heart leapt up in time with Rainbow's pulsing, heart-shaped clit. That settled it! Rainbow was really getting turned on! By her!

Rainbow turned back around and hopped off the couch. “Look, um... Maybe we should go somewhere more private. I wouldn't want anypony to just look in a window or something and see, um ... anything.”

Sweetie Belle hopped down onto the floor next to her, just happening to brush against her a little. “We can go up to my room! Rarity set me up a room just for when I visit!” Without waiting for a response, she set off for the stairs at a trot.

Thankfully, Rainbow was right behind her. Not a moment's hesitation. Of course, it was Rainbow Dash – since when did she hesitate?

And, come to think of it... Sweetie Belle grinned to herself, being careful that Rainbow wouldn't see. Going up the stairs in front of her actually posed a nice little opportunity to seduce her a bit more. All it took was slowing down a little bit, making sure her tail was raised, and swaying her hips a little bit more than necessary as she climbed the stairs.

When she glanced behind her, Rainbow quickly looked away ... and even blushed a little bit!

Nice! Sweetie Belle quickly turned her attention back to the stairs in front of her. Not that she needed to – she'd been here so many times she could probably climb the curved stairwell blindfolded. No ... she just wanted to make sure Rainbow would feel as free as possible to take a few more long looks under her tail on the way up.

The stairs weren't that long, though, and neither was the curved hallway on the way to Sweetie Belle's room. There was only so much time to entertain Rainbow Dash along the way.

Once in her room, though, Sweetie Belle still had plenty of options when it came to how to draw Rainbow's eye. And the most eye catching of all of them would be...

With a happy squeal, she leapt up onto her bed – a big lacy, downy one that had been Rarity's before she retired it and upgraded to her new one – and she flopped herself down belly-up, propping her back up against the plush periwinkle pillows. She spread her hind legs open shamelessly, putting everything her little filly body had on full display.

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!

Chapter 2 - Fooling Around

For a long moment, Rainbow just stood there in the middle of Sweetie Belle's room and stared at the sight of her on the bed. Sweetie Belle flexed her stomach muscles, which ended up making her pussy wink open for Rainbow again.

“Please, Rainbow Dash! Show me how to do it the right way... I really need it!”

Rainbow blinked for a moment, clearing herself of the daze she'd been in a moment ago. “Oh, um, sure ... yeah.” With just a couple flicks of her wings, she flew across the room and landed on the foot of the bed.

Sweetie Belle had hoped Rainbow would come over and start rubbing her little filly pussy right away, but apparently that wasn't going to happen. Instead, Rainbow flopped down on the other end of the bed, belly-up just like Sweetie Belle. Well, that wasn't so bad. Not bad at all... Sweetie Belle had never seen Rainbow's perfectly lean and lithe body so lewdly on display before. Her rainbow-colored tail lay out on the bedspread between her hind legs, with the almost-winking lips of her pussy framed between immaculately toned thighs, and just above that were Rainbow’s dainty little teats. Sweetie Belle had snuck plenty of glances at them as Rainbow flew overhead, but she'd never gotten a chance to see them like this – bulging up just slightly from Rainbow's sleek underbelly, each one proudly showing its darker blue nipple. It wasn't exactly in tune with the act she was trying to put on, but Sweetie Belle couldn't help but lick her lips a little at the sight.

“Here, you just do it like this...” To Sweetie Belle's lustful delight, Rainbow reached her hoof down between her own outspread hind legs and began rubbing the softest inner part of it in little circles around her pussy lips.

For as long as she could get away with, Sweetie Belle just enjoyed the sight of Rainbow Dash masturbating right in front of her. Wow ... to think she'd really be seeing this!

Oh, but she wanted so much more than to just watch. Time to see if she could bring it up to the next level... Sweetie Belle lowered her own hoof between her legs, just like Rainbow had. Unlike, Rainbow, though, she didn't use gentle, loving circles. She twitched her hoof sporadically, digging in against her own sensitive flesh just shy of hard enough to hurt herself.

“No, no,” Rainbow said. “Try to be more smooth and gentle with it.”

Taking a perverse amount of enjoyment from doing so, Sweetie Belle immediately lightened her touch and slowed her movements ... the the point where she was barely moving or touching herself at all.

“No, wait, that's too light...”

Sweetie Belle switched right back to the almost-painful jabbing she'd been doing a moment ago.

“No, lighter! Lighter! You're gonna hurt yourself!”

She had to keep herself from grinning as she switched again.

“Ugh! No – now you're not even doing anything at all! You've got to do more than—”

Once again, Sweetie Belle went at it like she was trying to squash an unpleasant bug. If this kept going on, she'd have to tone it down some, or she'd end up rubbing herself raw. But hopefully, Rainbow Dash would get fed up with this soon and—

“Stop! Just stop, okay?” Rainbow rolled over, then got up and came up against the pillows right alongside. She laid one hoof on top of Sweetie Belle's, then started moving her hoof for her. “There. Like this...”

“Are ... are you sure this is okay?” Sweetie Belle looked over into Rainbow's eyes with the best impression of innocence she could manage.

“No!” Rainbow almost yanked her hoof back. Almost. “Just, uh, promise not to tell anypony, alright?”

“I already promised!” Sweetie Belle said. She didn't make it a Pinkie promise, though. After all, she fully intended to brag to Scootaloo about this, and she did not need Pinkie jumping out of nowhere to stalk her down ... as had been known to happen when somepony broke a Pinkie promise. It was easy enough to put that little quaver in her voice. Rainbow was good at this – really good. And after all the deliberately awkward fumbling she'd been doing moments ago, actually being stroked tenderly and lovingly felt wonderful ... even if it was from her own hoof.

It felt so good, in fact, that Sweetie Belle began to feel that familiar pressure building up within herself. Her hind legs tensed against her bedspread, tightening right along with her inner muscles in anticipation of the big moment to come.

She held herself back, though. She wouldn't let herself climax, not yet. If she got off now, Rainbow would probably just say it was a job well done and then go on with the rest of the night. And that was not Sweetie Belle's plan. Instead, Sweetie Belle let herself moan louder and louder – that was easy enough, given the gentle way Rainbow moved her hoof – but she also played up how desperate she felt to get off, even if it was really herself stopping it.

Still, though, Rainbow just moved her hoof for her. Even when Rainbow licked her lips, she didn't move to do anything more ... intimate. Maybe she needed a little push?

“I... I'm so close!” Sweetie Belle cried out. “I can almost feel... What's happening? Oh! I want it so bad! But I just ... need ... more...”

Rainbow glanced around nervously once again, then moved Sweetie Belle's hoof out of the way. Perfect! Just what she'd hoped would happen!

When Rainbow Dash's hoof touched her directly, Sweetie Belle squealed with genuine delight. She was finally free to let herself go. And with Rainbow Dash – the Rainbow Dash – tenderly caressing her pussy lips, it didn't take long. Sweetie Belle tensed against the soft bed harder than ever, her little pussy squirting over Rainbow's hoof. “Yes!” she cried out as the hot wave of bliss finally washed over her. “Oh yes Rainbow!”

Rainbow pulled her hoof away before Sweetie Belle was even done trembling and convulsing. “There you go, kid. You're pretty cute when you cum, you know that? Here, let me go find a towel or something...”

But Sweetie Belle wasn't about to let her get away that quickly. Before Rainbow could roll off the side of the bed, Sweetie Belle slipped her hoof over Rainbow's underbelly and onto the rapidly winking bulge of Rainbow's pussy. “Oh my gosh!” Sweetie Belle said. “You have the same problem!” She started rubbing again, but with none of the awkwardness she'd shown before – now it was time to convince Rainbow that letting a little filly do this to her was worthwhile.

“Hey!” Rainbow shouted. “You can't just touch ponies like that!”

Sweetie Belle didn't stop. “But it really feels like you need it. And if it's okay for you to touch me, it should be okay for me to touch you, right?”

“Um...”

Before Rainbow could come to any unfortunate conclusions about whether any of this was okay, Sweetie Belle stepped it up a notch: she angled her hoof just a bit as she rubbed, just enough to pull the lips of Rainbow's pussy apart a bit and gently touch the hot pink inner walls within.

“Mmm...”

That's right ... just sit back and enjoy it... Sweetie Belle licked her lips as she toyed with the springy softness of Rainbow's pussy lips. It was so nice to finally be touching this little forbidden treasure between Rainbow's legs.

Rainbow did sit back and enjoy it. And it looked like she was really enjoying it. Her eyes drifted closed, and her hind legs tensed against the bed just like Sweetie Belle's had.

Grinning, Sweetie Belle picked up the pace in time with the growing tension she could feel in Rainbow’s body. But unlike what Rainbow did with her, she didn't race straight for the finish. Instead, every time Rainbow started to tense up too much or moan too loudly, Sweetie Belle would make a little 'mistake' – losing her rhythm, rubbing in the wrong spot, or just not pushing hard enough. Rainbow wouldn't know it, but Sweetie Belle was edging her, never quite letting her get that orgasm that kept approaching and then fading away again. Closer and closer but never quite there.

It was getting to her. Each time she drew close, Rainbow moaned more pathetically, more desperately. Eventually, she cried out, “Please! Just do it already!”

“Do ... what?” Sweetie Belle kept up her hoof-teasing. “I'm doing the best I can!”

“I... I just—” Rainbow moaned again, hoarse and throatily. “I just need more! Come on – you're so close!”

Sweetie Belle gave her a woebegone look of longing. “I just wish there was something else I could use besides my hard hoof... If only there was something soft and wet...”

“Well, um... There is one thing.” Rainbow pursed her lips, glancing around the room again as if expecting somepony to jump out of the closet and catch them here. Of course it wouldn't happen. Sweetie Belle had carefully checked ahead of time.

She looked up into Rainbow's face eagerly. “There is? What? I'll do anything for you, Rainbow Dash!”

“Well, um ... instead of using your hooves down there, you could maybe use ... your tongue?”

That was permission enough for Sweetie Belle's tastes! She hopped up and then dove down between Rainbow's outspread hind legs, lying right on top of Rainbow's tail. And without giving Rainbow any time for second thoughts, she began licking away at Rainbow's pussy.

“Mmmn! That's it. Nice and slow at first, then go a little bit inside— Aah! Yeah! Just like that!”

Sweetie Belle paid hardly any attention to Rainbow's increasingly sporadic instructions after that. She was too busy enjoying the feel and the taste of a pussy she'd never thought she'd get the chance to so much as touch. The thick, soft lips of Rainbow's pussy melted against her lips and tongue ... or at least they seemed to, given how much syrupy juices were flowing. Her mouth was flooded with the zingy taste of Rainbow Dash, and she loved it!

With Rainbow distracted enough to let her do it, Sweetie Belle reached both hooves up underneath Rainbow's hind legs and grabbed two big hoof-fulls of the older pony's tense, hard, ass cheeks. Such perfectly defined curves! Sweetie Belle felt like she could just dive right in all day... So she did – she planted her lips right against Rainbow's pussy and slathered her tongue around inside, feeling and tasting every last part of Rainbow's naughty bits that she could reach.

“Yeah!” Rainbow cried out. “Now take that one part, the— Yes!”

Sweetie Belle didn't have to wait for Rainbow to describe her clit or what to do with it. It wasn't as if she was actually an innocent little virgin. With Rainbow drawing ever closer to that long-building orgasm and winking faster and faster, Sweetie Belle had all the opportunities she needed to pull Rainbow's hot, pulsing clit in between her lips. She suckled it and teased it with her tongue, doing it over and over again, every time it winked out to meet her.

Rainbow's hooves smashed against the back of Sweetie Belle's mane, catching her off-guard. And by the time she realized what had happened, the extra pressure of Rainbow pushing Sweetie Belle's tongue against herself had done its magic.

Crying out loud and without any care about who might hear, Rainbow came. Her whole body bucked against the bedspread, pushing Sweetie Belle's head along for the ride. Hot marecum splashed into Sweetie Belle's mouth, and she lapped it up greedily, driving Rainbow ever onward ... and that only redoubled Rainbow's orgasm, driving her to more and more writhing against the bed. Sweetie Belle hadn't known what she was getting herself into by teasing Rainbow for so long ... but she was more than happy to take every bit of it!

When Rainbow's hooves finally released her, Sweetie Belle pulled back and stood up on the bed, still between Rainbow's hind legs. She grinned down at her foalsitter. Rainbow was a mess, her legs still twitching and her sleek belly rocking with panting breaths. Licking her lips, she tasted Rainbow all over again. What a sight!

“Whew...” Rainbow sucked in a couple more deep breaths. “You have no idea how much I needed that, kid.”

Sweetie Belle grinned even wider. Oh, she wasn't done yet. Not by a long shot. Instead of drawing away from Rainbow Dash, she slid right back in, easing her body over Rainbow's. She picked one hind hoof up and lifted it over Rainbow's hip. Before Rainbow even knew what she was doing, Sweetie Belle planted her little filly pussy right up against Rainbow's bigger, still-winking slit.

Rainbow's eyes went wide. “Woah – how did you know how to—? Mmm... Oh yeah. That's nice...”

As much fun as it would be to subdue Rainbow just from the feeling of rubbing her little filly pussy on the older pony's, it probably would be a good idea to keep up the sweet and innocent act just a bit longer. “Oh Rainbow Dash! I ... I just saw you lying there like that, and I really wanted more and, and... I don't know... I'm sorry – it just felt right!” She could feel Rainbow's pussy winking against her own – she knew Rainbow wanted this.

Grinning back up at her now, Rainbow began moving her own hips a little, matching Sweetie Belle's rhythm perfectly. “Don't be sorry, kid. You're a natural.” Rainbow reached around her and grabbed one of her little ass cheeks again, but not firmly enough to keep her from moving. “Come on then – let's see what you've got!”

Now that was the Rainbow Dash she'd been harboring a secret crush for! Sweetie Belle put an extra little twirl in the motion of her hips, slipping the sloppy entrance of her pussy against Rainbow's.

The feeling of Rainbow's slick warmth against her own pussy drove Sweetie Belle half mad with lust. She could feel Rainbow's clit winking, and her own came out to meet it. Every once in a while, they'd manage to match each other's rhythm and each of their clits would come out at the same time, kissing against one another.

It was one of those times – a long string of mutual pulses where Rainbow's clit came out and played with her own – that Sweetie Belle found herself unexpectedly going past the point of no return. The hot, tingling pleasure blooming up between her hind legs blossomed into an uncontrollable fire. She lost her rhythm; her hips shook and trembled almost randomly. And the sparkling light of an unexpected orgasm curled its way up through her whole body, making every last bit of her go stiff. She kept her eyes open, though, staring down at the impossibly beautiful sight of Rainbow's sprawled body.

Finally, Sweetie Belle collapsed back down against the bed. Her whole body trembled slightly, and it was all she could do to just gasp in as much of the nice cool air as her body demanded. She hadn't fallen far, though – her hind legs were still entangled with Rainbow's, their pussies still touching. Sweetie Belle's juices seeped over and into Rainbow Dash's pussy as the two of them winked again.

It took a bit of creative wriggling and an impressive display of flexibility, but Rainbow managed to disentangle herself from Sweetie Belle and get up, sitting on top of Sweetie Belle's favorite pillow without any regard to what kind of juices might be soaking it. She snickered a little, looking down at Sweetie Belle's still-twitching body. “So I guess it's a pretty safe bet that you like mares, huh?”

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!

Chapter 3 - Rainbow on Rainbow Action

Sweetie Belle propped herself up to a sitting position, though her hind legs were still splayed out in front of her, putting everything she had on full display for Rainbow Dash. “But...” She gave a little sniffle and her best teary-eyed look. “But we're not done yet, are we?”

“You're insatiable, aren't you?” Rainbow shook her head, grinning down at her. “But come on – let's get cleaned up. I'm pretty sure you know whether you like mares or not by now. And as fun as you are to play around with, I really shouldn't be doing this kind of thing with a little filly.”

Sweetie Belle didn't let up with the sad puppy eyes. She knew Rainbow would give in if she just tried a little harder. “Aw... But we haven't even gotten to try this yet!” Using her rudimentary magic skills, she opened the box underneath her bed and levitated her strap-on up where Rainbow could see it.

Rainbow's eyes went wide. Her jaw dropped.

It was quite a sight, Sweetie Belle had to admit. The straps on its base were adjusted nice and tight to fit her small body perfectly, but the size of the dildo itself would be enough to make a full-grown stallion blush. Its rubbery length was molded in perfect detail, with all the veins and ridges of a real stallion's cock, but what probably shocked Rainbow the most was its coloring: rainbow stripes around its girth all the way up and down.

“Woah.” Rainbow pointed at it, quite unnecessarily. “Where'd you get that?”

Sweetie Belle shrugged. “I, um... I found it somewhere.” Rainbow didn't need to know precisely where she'd found it, she decided as she lowered it onto her own crotch and cinched the straps around her hind legs. This magnificent specimen of a strap-on had come from the one time when all three of the Cutie Mark Crusaders had dressed up in one tall trench coat and snuck into a sex toy shop. She couldn't deny thinking of Rainbow Dash when she'd picked out this one ... and she wondered what Rainbow would think if she knew Scootaloo had a matching one. With a little zipping sound, she pulled the last strap nice and tight.

Rainbow stared at her confusedly for a moment, then suddenly recoiled, her gaze growing accusatory and harsh. “Hey! You've been playing me all along!”

Standing up on the bed, Sweetie Belle came closer to Rainbow and reared up, putting her big rubber cock on full display – it was long enough that the tip of it stuck out between her forelegs! – and she looked Rainbow Dash unashamedly in the eye. “Yeah, and...?”

For a moment, Rainbow did nothing. Oh no – had she blown it? Had she come on too strong? Maybe Rainbow didn't like penetration? But then Rainbow let out a little laugh ... and she turned around, lifting her tail for Sweetie Belle. “Kid, you're my kind of filly.”

Yes yes yes! Oh what a view! To see Rainbow like that with her hind legs spread and her tail raised, just begging to be mounted ... it made Sweetie Belle's legs go so weak that she nearly collapsed back down onto the bed. The curves of Rainbow's tight and toned ass cheeks, the arc of her rainbow tail, and the gooey pink flashes of her pussy winking open would return over and over again to spice up Sweetie Belle's dreams for years to come.

For now, though, it was time for her to mount her mare.

But that turned out to be a lot more difficult than Sweetie Belle was expecting. Playing around with other fillies was one thing, but Rainbow was, well, taller. Sweetie Belle's hooves scrambled up against Rainbow's rump just above her tail, and she jerked her hips upward, trying to plant the tip of her strap-on against Rainbow's pussy, but she just couldn't quite do it – she couldn’t reach high enough.

It wasn't until Rainbow bent her hind legs, squatting down a little bit, that Sweetie Belle was finally able to reach the all-important spot she'd been trying for.

Rainbow moaned girlishly as Sweetie Belle pressed the tip of her rubber cock right up against those perfect blue pussy lips. Sweetie Belle looked down at what she was doing, savoring the view. Her strap-on's purple tip pushed slightly inward, spreading Rainbow's pussy lips slowly apart before it finally sank in. Then there was the blue stripe just below that. Rainbow moaned again as it glided between her pussy lips, pushing deeper.

After that was a green stripe, yellow, orange, red, and purple again. Sweetie Belle licked her lips as she watched it slowly disappear into the very pony who'd inspired her to buy it in the first place. She could only feel it by the pressure its base put against her underbelly and teats, but it seemed to be sliding in so smoothly and easily, as if Rainbow's body was welcoming it, almost even pulling it in.

By the end, she lost control of herself, shoving the rest of it in quickly and harshly, earning a startled cry from Rainbow Dash. But that cry quickly faded into a deeply contented moan. Rainbow pushed her ass up and back toward Sweetie Belle, almost lifting her up as she shifted slightly from side to side. “Mmyeah...” Rainbow's wings fluttered against Sweetie Belle's forehooves. “That's nice...”

Standing on the very tips of her hind hooves, Sweetie Belle strained to rock back and forth a little. She could barely get enough traction against the soft bedspread. But she did manage to slide the strap-on in and out of Rainbow's pussy a little. The way she could feel Rainbow's flanks trembling as she did so made warmth bloom inside Sweetie Belle almost as intensely as if she'd been using a real cock.

Once Rainbow got control of herself back and lowered her ass back down a little, Sweetie Belle could really start thrusting inside her. She started off slow, though, gazing lovingly down between Rainbow's ass cheeks at the way her pussy lips stretched in and out as the rainbow stripes of rubber cock slid past them. Sweetie Belle could even feel it when Rainbow's pussy squeezed around her shaft – that made the base of it tilt slightly, pushing against her tiny filly teats.

Soon, though, Rainbow groaned needily. It seemed she'd had enough of the tender, gentle kind of loving. “Come on, kid,” she said. “I know you can do better than that. Give it to me!”

Biting her lips slightly, Sweetie Belle scooted forward a little, clenching her forehooves tightly around Rainbow's waist ... and she did give it to her.

The little muffled claps of Sweetie Belle's thighs hitting Rainbow's ass cheeks mixed with the squishy wet sound of the dildo's veins rippling through Rainbow's entrance to fill the room with a lewd background rhythm to match the little gasps Rainbow made every time Sweetie Belle bottomed out inside her. This was hard work! She was actually starting to build up a sweat already, but she just kept going and going because those delicate little sounds Rainbow made were just so delicious. Who would have thought that big, tough Rainbow Dash could sound so girly and soft?

Not that Rainbow was completely submissive and melty – even as Sweetie Belle really got into it, Rainbow looked back over her shoulder at the filly and smiled with a challenging look in her eye. “Is that all you've got? Come on, kid – fuck me like you mean it!”

But ... she had been! She'd been pounding it into Rainbow almost as hard as she could! But this was Rainbow Dash – almost wouldn't cut it. Sweetie Belle grit her teeth and slammed the strap-on as hard as she could into Rainbow's pussy.

Rainbow rocked forward under the sudden blow, dropping the front of her body down onto the same pillow she'd been sitting – and leaking – on a moment ago, leaving nothing but her rump sticking up for Sweetie Belle to hump against.

This time, Sweetie Belle really did give it everything she could. Her forehooves dug into Rainbow's sleek, firm sides as she thrust with all her little filly might. She was already starting to feel the strain of it in the muscles of her hind legs and ass, but she kept at it. Each thrust pulled the strap-on almost all the way out of Rainbow before shoving it savagely back into her slick, ready pussy. This wasn't like playing around with other fillies – Rainbow was a full-grown mare and could eagerly take anything Sweetie Belle could dish out.

And even that wasn't enough. Rainbow's gasping breaths grew more and more desperate. Without even lifting her face from the pillow, she shouted, “More! Harder!”

Sweetie Belle couldn't keep up. She was already giving Rainbow every last bit of her energy – she could barely keep going like this as it was. But she wasn't giving up that easily. No matter what, she'd keep going as hard and fast as she possibly could, all the way until she dropped!

Even though Sweetie Belle couldn't manage to do it any harder than she already was, in the end, it turned out to be enough. Just as Sweetie Belle hit the last desperate reserves of her energy, Rainbow tightened up, making it even harder to thrust into her. Sweetie Belle ended up stuck all the way inside, with not enough energy in her trembling body for even one more thrust.

That seemed to be just what Rainbow needed, though. Her pussy gave a couple powerful squeezes around the rubber cock so deep inside her, and then she finally came. It was the long, drawn-out moan that finally clued Sweetie Belle in to what was happening ... and then the rhythmic pulsing of the strap-on's base against her teats and the repeated heaving of Rainbow's sides made perfect sense. With renewed vigor, Sweetie Belle shoved her hips forward, plowing the strap-on as deeply as it possibly possibly could go inside Rainbow Dash.

That seemed to start Rainbow's orgasm all over again. She cried out loudly against the pillow, grabbing it with her forelegs and clutching it tightly around her chest. Her wings fanned out and trembled, every bit as stiff as the rest of her body. A little bit of warm marecum even spattered out against Sweetie Belle's inner thighs.

When Rainbow finally collapsed, Sweetie Belle did as well. All the colors of the rainbow suddenly appeared in quick succession as the big rubber cock slipped out from Rainbow's pussy. The moment Sweetie Belle flopped backward onto the bed, it came and smacked wetly down on her chest.

Rainbow hadn't fared much better. She'd collapsed over sideways and was perfectly still except for the way her sides rose and fell with deep breaths and the way the base of her tail twitched from time to time. Milky-clear juices dribbled sideways out of her well-used pussy.

For a few moments, Sweetie Belle fumbled with the straps around her legs, but she was just too tired and shaky. She gave up quickly ... and she wasn't about to try to use magic when she was this exhausted. That would never end well. Between her deep, panting breaths, she moaned contentedly. “Rainbow...”

Rainbow lifted her head up. “Uh-huh?”

“You are the greatest foalsitter in the history of foalsitters!”

Shaking herself a little, Rainbow got up and came over to Sweetie Belle. She nudged her face in around Sweetie Belle's hips, nuzzling her nose along the sensitive fur of Sweetie Belle's thighs as she made surprisingly quick work of the strap-on's buckles with her dextrous lips. Once it was free she held its glistening length up in her hooves, smirking down at Sweetie Belle. “Oh no you don't – we're not done here yet!”

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!

Chapter 4 - Rainbow's Revenge

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!