Fucks & Buddies

by Omegathyst

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Porn, Ocellus, Fetish, Rainbow Dash, Comedy, Profanity, Fluttershy, Pinkie Pie, Sex, Zebra
Length: 4889

After Applejack and Fluttershy returned from the friendship mission as a couple, Rainbow Dash and Pinkie seek to have fun the same way they did: by getting intimate with an exotic creature...

After Applejack and Fluttershy returned from the friendship mission as a couple, the others are curious to know their bonding secret. Upon finding out that they mutually fucked an exotic creature, Rainbow Dash and her fuck-buddy, Pinkie Pie, curiously seek out one of their special students...

Takes place between S8 Episodes 23-25.
Cover art by Welost!
Contains Rebound Rainbow Dash, Seductive Pinkie Pie, and Inexperienced Ocellus, threesome between two mares and a changeling, futa on female, female on female, male on female, species and gender shapeshifting, friends with benefits, loss of virginity, strap-ons, blowjobs, pussy eating, zebradom, and more tags to be added. The Zebra and Fluttershy tags are for the forms Ocellus takes on!

Published 2021-03-03 06:00:00 UTC
Last updated 2023-01-19 18:29:55 UTC

The Proposition

Rainbow Dash flew at the clouds around Ponyville, kicking them into little invisible particles before lunging for the next cloud. There was more force behind these kicks, and less focus on actually hitting the clouds.

The pegasus was seeing red only days after seeing Applejack and Fluttershy return to the Castle of Friendship, announcing that they were marefriends after the farm pony confessed her feelings to Fluttershy at the Stream of Silence. Given that Discord stood beside her as Applejack shared the news, Rainbow Dash saw the draconequus’ eyes widen and his dropped jaw, the being of chaos looked like he had been slapped. Pinkie Pie had glanced at Rainbow Dash first, waiting for the rainbow-maned pegasus to slowly nod her head, before Pinkie had jumped and hugged the two mares, yammering on about throwing a party to properly celebrate. Discord had finally regained his mobility, glancing down at Rainbow Dash with a frown that twisted at her insides. She couldn’t handle anycreature giving her that look over the unspoken rejection, let alone Discord. So she stepped forward and congratulated the two, brushing off any mention of her competing for Fluttershy’s heart.

Then, Twilight had asked how the two ended up a couple as Rainbow Dash attempted to leave, and what Applejack said caused the pegasus to halt in her tracks. She mentioned losing her virginity to a Kirin named Autumn Blaze, and Fluttershy lost her virginity to her as well. Rainbow Dash’s ear twitched.

The dates and stunts me and Discord pulled to sway her, and she gives herself to an exotic creature she met that day!

But even as she was rapidly kicking at the clouds and air, thinking about giving the farm mare a piece of her mind, her mind couldn’t help returning to Applejack’s story. Who would’ve thought that such a creature would bring the two to such an unbelievable experience…

“Rainbow Dash!” a familiar shriek split the air.

Rainbow Dash stopped, nearly crashing into another cloud, when she looked down at the poofy pink party pony below. It was Celestia’s gift from above that she still had Pinkie to keep her afloat, even if it wasn’t in the sense that she wanted with Fluttershy. Feeling the raging blood in her body settling down, Rainbow Dash took in a deep breath before flying towards Pinkie Pie.

“Yes, Pinkie?”

“I’ve made some new cherrylicious cupcakes that I need somepony to try!” Pinkie grinned. “I’ve made a whole dozen back at the Sugarcube Corner!”

“Oh, how could I say no to you?” Dash stopped flying in midair, resting her hooves on the ground as she joined Pinkie’s side with a small smile. “Lead the way, Pink.”

Pinkie briefly nuzzled Dash’s cheek before turning around and bouncing towards the sugary establishment. With each bounce, her tail pointed towards the sky, revealing her fuchsia pink and wet snatch for several glimpses. With only a few ponies out and about, Rainbow Dash stared at the disappearing and reappearing sight until Pinkie stopped at the door of Sugarcube Corner. Flicking the door open with only a few strands of her mane, Pinkie looked over her shoulder and winked at the pegasus before walking up the stairs.

Oh, Rainbow Dash grinned as she closed the door behind her. So it’s that kind of taste-testing.

Dash surveyed her surroundings, not hearing one hello or bump into a kitchen appliance. Her heart nearly restarting from earlier, Dash bolted forward and shoved the pink pony into her own room. Pinkie tumbled and landed on the carpet with several squeaks, barely lifting her head to look over her shoulder when Dash dove into Pinkie's cake, licking every nook and wall within reach. Pinkie cooed, pushing her pie further into Rainbow Dash's relentless tongue.

"R-Rainbow!" Pinkie cried. "I was t-trying to take care of you!"

"Ugh!" Dash groaned, pulling her mouth back and replacing it with the firmness of her hoof against Pinkie's clit. "Don't try to be just like them. Pity fucks aren't what I need right now."

Pinkie squeaked, moving her pussy up and down her friend's rough hoof. Rainbow Dash smirked, the feeling of Pinkie attempting to undo Fluttershy's news paling in comparison to watching Pinkie's jaw drop, her tongue rolling out to the side as she gave several surprise strikes against Pinkie's clit. Pinkie gasped, and said nothing else as she screamed several times from Dash's hoofwork. Her once coherent plan had turned into pulses of pleasure going straight to her brain. There was no stallion or mare who could dream of dominating her like Rainbow Dash did.

Glancing at Dash's wolfish grin sealed her fate, and after several explosive finishes, the pink pony collapsed on her carpet.

Pinkie's eyes flickered open, her gaze landing at the glaring damp spot on the carpet. Her hoof jumping to the surface beneath her, Pinkie smiled as she felt the natural curves of her mattress, and the blanket thrown over three-fourths of her body. Dash knocked the door open, holding several sprays within her wings as well as a lengthy cloth.

"You're lucky it's my turn to do this," Dash groaned. "And that the Cakes haven't said a word."

"I...don't think…" Pinkie sighed. "Have you been thinking about it too?"

"Thinking about?" Dash dropped the supplies onto the carpet, peering over at her friend as her breath slowly rose and fell.

"Just how they got together," Pinkie met Rainbow Dash's eyes. “Out of all the creatures to get a chance with Fluttershy, Applejack and a Kirin were the last two I would’ve named. And if not for that weird creature, would Fluttershy have gone down a different path?”

Dash winced, staring down at the ground.

“No what ifs, Pinkie,” Dash shook her head, her ears flattened.

“Sorry, I didn’t mean it like that,” Pinkie frowned. “I just can’t help but wonder just how different the experience was because they were with her. What if it was a griffon? A zebra? A dragon?”

“Huh,” Dash pondered, a slight blush developing on her cheeks as a familiar orange dragoness popped up in her head. Most ponies, especially Fluttershy, would’ve stood no chance against the pegasus’ ruthless tricks and teases. But another creature entirely?

“Are you suggesting what I think you’re suggesting?” Dash asked. “Would she really want that with the both of us?”

“Well, Ocellus would have to be eased into it,” Pinkie admitted. “But I can’t see why we shouldn’t at least ask.”

Dash’s shoulders dropped as Pinkie mentioned the changeling’s name and not a different one. Then again, Rainbow Dash’s heart thumped against her chest as she imagined the changeling transforming into Fluttershy, the yellow pegasus running her hooves all over Dash and begging her to plow the shy pony.

Rainbow Dash gulped before she grabbed the cleaning spray with her teeth and went to work.

The Buildup

Author's Note

Clop begins in the next chapter! My initial idea was to have this story be only two chapters long, but I think I'll have be much longer. After all, there's many different activities two mares and a changeling can do~

The Buildup

It had been two weeks since Rainbow Dash and Pinkie Pie had their last fucking session, and while different events occured both in the Castle and School of Friendship, life hadn’t changed that much for the Element of Loyalty. She woke up, went to the School of Friendship, and taught class as usual. Nevermind the fact that she flew past Applejack and Fluttershy extra fast as the two mares leaned towards each other nuzzling, they totally didn’t notice anything with her, Rainbow Dash told herself. Instead, she just ignored the memory as she watched her students filling out the answers to their latest pop quiz. As her gaze surveyed all the students, she looked past Gallus clearly trying to read Sandbar’s answers and looked at Ocellus as she smiled widely, filling out the multi-choice answers on her paper without skipping a beat. The longer she stared, the more Rainbow Dash could see what Pinkie Pie saw. With her soft expression and bright cyan eyes, Rainbow Dash felt a warmth spread throughout her body as her heart started pounding. Great fucking Celestia, Rainbow Dash just wanted to yank that little changeling out her seat and rut her senseless with one of her strap-ons…

“Er, Rainbow Dash?”

Rainbow Dash looked at Gallus upon hearing his voice, and felt a jolt throughout her body as she noticed the entire class except Ocellus was staring at her. Feeling something on her lips, Rainbow Dash became aware of a bead of drool nearly touching her desk. Wiping her mouth of the drool with her forehoof, Rainbow Dash glared at Gallus.

“Get back to your quiz!” Dash snapped. “If I hear another chirp out of you, I’m giving you a zero for trying to cheat with Sandbar’s paper!”

Gallus’ eyes widened as he opened his mouth to retort, only to groan as he shook his head and resumed his quiz. The other students instantly looked back down at their papers and resumed their quizzes. Thankfully, Ocellus didn’t look up once during the conversation, still filling out her answers until she stopped, resting her pencil on her desk as she got up. Walking up to Rainbow Dash, Ocellus dropped the quiz off at her desk and grinned.

“All done, Professor Rainbow Dash!” Ocellus beamed like a ray of sunshine as she met Rainbow Dash’s eyes.

“G-Great job, Ocellus,” Dash stammered. “Go ahead and have a seat till everyone else is done.”

Rainbow Dash didn’t prepare for the fact that Ocellus would turn around, showing her tiny changeling cheeks as she trotted back to her seat. It didn’t help that Rainbow Dash imagined Ocellus shapeshifting her ass several times bigger, making it easier to smack, grab, bite…

Rainbow Dash held back a moan, crossing her legs as she felt her pussy getting warm and wet in her chair.

“See you guys tomorrow!” Ocellus heard Rainbow Dash as she walked towards the front of the classroom, everyone else having finished their quizzes. As she walked past Rainbow Dash, she noticed the blue pegasus giving a much wider grin and waving her hoof at Ocellus as she left.

“Wow,” Ocellus said as she walked between Gallus and Sandbar. “Rainbow Dash is in a good mood today.”

“Yeah, towards you maybe,” Gallus huffed. “She nearly gave me a zero on my paper! If I didn’t know any better, I would think that poor mare is in heat.”

“Wait, what?” Ocellus sputtered.

“Did you see how she was staring at you in class?” Sandbar added. “Goodness, if none of us were in the classroom-”

“Wait, you two can’t possibly be thinking that she wants me!” Ocellus laughed. “That’s ridiculous, I’m not even a pony, let alone a stallion.”

“Uh, Ocellus?” Smolder walked in between the changeling and Sandbar, staring down at her with narrowed eyes. “Lesbians exist, and bisexuals too. I would know.”

“What do you mean by that?” Gallus glanced at Smolder.

“N-Nothing,” Smolder blushed, looking away from her friends. “And even if you’re not a stallion now, doesn’t mean you can’t be one at any given time.”

“How do you-oh!” Ocellus blushed as the images in her mind put two and two together. “Goodness, you’re right. And I could also…oh my gosh, why did you guys say anything?!”

“Hey, don’t shoot the messenger,” Gallus shrugged. “We were just bringing this to your attention, it's not our fault where your mind went with that.”

As Gallus started giggling, Ocellus glared at the taller griffon as he held a claw to his chest.

“Hey, it’s good to laugh. We are going to Pinkie’s class next,” Gallus pointed out as the four of them reached their next class, opening the door to see Silverstream and Yona already at their seats. Pinkie was at an oven installed on the other side of her classroom, staring at the cupcakes she was baking inside. Swinging her fluffy pink tail, revealing her glistening bubblegum pink snatch, she hummed a tune to herself. As Gallus and Sandbar took their seats and began talking to Silverstream and Yona, Ocellus found herself hypnotized by the swaying motion of her teacher’s tail. The only thing in her vision to snap her out of it was a droplet of saliva that landed near her. She looked up, and saw Smolder’s wide eyes focused on Pinkie Pie as drool escaped from her jaw.

“Smolder?” Ocellus spoke up.

Smolder flinched as she broke her gaze from the pink pony and looked down at Ocellus.

“What? Those cupcakes look fucking tasty, dude,” Smolder chuckled, wiping the drool from her muzzle as she walked to her seat.

Ocellus didn’t bother to respond, only returning her gaze to Pinkie Pie as she pulled out a tray of cupcakes and placed them on the counter nearby. Without warning, Pinkie looked over her shoulder and stared at Ocellus with half-lidded eyes and a wide grin. Ocellus squeaked, rushing over to her seat between Silverstream and Gallus, turning to look at the former.

“So, what’s good with you?” Ocellus asked the hippogriff, and braced herself as Silverstream threw her arms in the air and grinned.

“Everycreature is so hot here,” Silverstream gushed. “I mean, Professor Applejack in my last class? Hot damn, you could melt butter on those muscular and toned legs of hers. I just heard that she swings the other way, and I’ve got a plan to get that pony muzzle between my legs. Just you watch~”

“B-But these mares are our professors!” Ocellus protested in a whisper.

“So? We’re all adults,” Silverstream shrugged. “Well, except for Cozy Glow and the Cutie Mark Crusaders, but no creature is having sex with them. Wait,you are an adult, right?”

“Y-Yes! I’m 18!” Ocellus stammered. “Doesn’t matter, I shouldn’t do stuff like that anyway. I could get in trouble!”

“With who? Headmare Twilight?” Gallus scoffed. “No way, I bet ten bits that she’d want to watch to research on changeling-pony sex.”

“GALLUS!” Ocellus screeched, slapping her hooves over her mouth as everyone in the classroom turned to look at her, including Pinkie Pie who was currently sitting at her desk. “Uh, sorry about that, guys. N-Nothing to worry about, sorry for yelling.”

“No need to apologize, silly!” Pinkie grinned from ear to ear. “Besides, there’s no rules against the students and professors having sex. So long as they’re consenting adults and they’re not doing it to bump up a grade, it’s all good!”

“Wait, you heard that whole conversation?” Ocellus felt her heart pounding really fast as Pinkie giggled at her expression.

“What can you say, guess I have a Pinkie Sense when it comes to these kinds of conversations,” Pinkie smirked. “Alright class, who’s ready to frost cupcakes?”

Ocellus groaned, face planting into her desk

As Ocellus was the last one to leave class, Pinkie jumped out of her seat and placed a hoof on Ocellus’ shoulder. Ocellus gasped and looked at Pinkie like a deer in headlights, and Pinkie’s gaze softened into a much gentler smile than before.

“I’m sorry if I freaked you out earlier,” Pinkie apologized. “I just wanted you and Silverstream to feel more at ease about us. Not a single professor here would think any less of our students for having biological desires, okay? It’s part of being equine, or changeling in your case.”

“Y-Yeah, I know,” Ocellus gulped, a deep blue blush appearing on her face.

“Hey, I know you had two cupcakes just now, but let me take you to Sugarcube Corner,” Pinkie suggested. “It’ll be my treat, okay?”

“Sure, that sounds really nice,” Ocellus felt her body becoming a lot less tense as Pinkie moved her hoof away and began bouncing out the door. Ocellus flew beside her, listening to Pinkie as she talked about the newest treats they were selling at the bakery. The idea of trying their new Edible Cookie Dough Bites made the changeling’s mouth water. As they approached the bakery, Pinkie opened the door for Ocellus, and the young changeling flew in and froze upon seeing Rainbow Dash at the nearest table. Rainbow Dash’s eyes widened for a brief second before she smiled and waved at Ocellus.

“Hey Ocellus!” Dash jumped out of her seat and trotted to the changeling. “So what brings you here?”

“Oh, Silverstream was just giving her a hard time, so I’m letting her try some of our desserts here~” Pinkie grinned. “Have a seat, Ocellus. I have a batch of cookie dough bites ready for you to try!”

Pinkie bounced away, disappearing past a door behind the counter. Ocellus looked away from Pinkie and back at her other professor’s strained smile.

“Shall we have a seat then?” Ocellus suggested.

“Y-Yeah, totally!” Dash nodded like a bobblehead before turning around and returning to her seat. As Ocellus sat right next to the pegasus, she thought back to previous events during the day. Rainbow Dash’s behavior coupled up with Pinkie inviting her to the bakery, and Rainbow Dash being there added up to something. She just didn’t know what.

Ocellus waited, knowing that she’d figure it out as soon as Pinkie returned…

The Appetizer

Now that Ocellus’ friends had taken great pleasure in informing her of Rainbow Dash’s alleged desires for her, it became harder to deny as she watched Dash’s eyes dart from the changeling to the door where Pinkie had disappeared. She’d never seen her teacher like this before, and Ocellus was working on what she was going to say when Rainbow Dash finally turned her full body in Ocellus’ direction whilst still sitting in her chair. With the Sugarcube Corner currently empty of any other customers, Rainbow Dash decided to talk.

“So Ocellus,” Dash chuckled briefly. “What was Silverstream giving you such a hard time about? Do I need to talk to her?”

“No,” Ocellus shook her head right away. “I…oh goodness, do you have to know?”

“I mean, I could just ask Pinkie,” Dash pointed out, and Ocellus jumped forward, slapping her hooves on the table.

“No!” Ocellus shrieked, before removing her hooves from the table. “I m-mean, it’s probably better if you hear it from me. Um, I’d ask you to keep this a secret. But I’m u-under the impression that Silverstream is very open about it.”

“Okay?” Dash blinked as she waited for Ocellus to continue.

“She was talking about how hot everyone is, and she…really went into detail about Applejack,” Ocellus gulped, feeling her face heating up as her body began squirming. “That’s when I got upset because…well because you mares are our professors! Just because Silverstream and Pinkie say it’s technically allowed, doesn’t mean we should do it…right?”

Rainbow Dash’s eyes became as wide as saucers as Ocellus finished her story, and before she could say another word, Pinkie Pie kicked the door open and bounced up and down with a tray of cookie dough bites amongst other various desert samples. As she jumped very high with each bounce, the deserts never once moved from the tray. Ocellus almost forgot her conversation, her mouth gawking open as she watched the pink mare defy physics once again.

“Heeeeeeeere’s the sweets!” Pinkie squealed, placing the tray on the table and sitting on Ocellus’ other side. “So, what were we talking about?”

“I was talking about why Silverstream upsetted me, and that we shouldn’t be sleeping with our professors,” Ocellus managed without stuttering, even sitting up straight and staring Rainbow Dash down. “Right?”

“Um, Ocellus,” Dash raised her hooves up in the air. “We really ought to not judge if the other students want to sleep with the teachers.”

“Okay,” Ocellus sighed. “Then let me ask you two something, have either of you slept with any of the students?”

“No,” the two mares said in unison, both of them shaking their heads as Rainbow Dash looked like she was going to piss herself, and Pinkie Pie looked like she was seconds away from winning the lottery. Ocellus analyzed their expressions, and decided on a different approach. Turning to Pinkie, Ocellus grabbed a cookie bite from the tray and ate it while keeping her eyes on the pink mare.

“This is super good,” Ocellus moaned as loudly as she could with the chocolate chunks in her mouth. “When do you plan on selling these?”

This time, Pinkie’s response wasn’t immediate as her face went red. Ocellus smirked, it was clear that she wasn’t going to get into any trouble, so she saw no harm in unveiling their intentions of bringing her here. Pinkie grabbed a piece of mint brownie on the tray, chewing it and swallowing it before responding with a grin.

“The Cakes are planning on rolling these bad boys out next week!” Pinkie responded without skipping a beat. “Dashie, are you going to try one of these?”

“Oh fine,” Dash grumbled, reaching over and grabbing a cake pop the shape of Luna’s ass. Two seconds after she picked it up, she dropped it as if it burned her. “Celestia, Pinkie!”

“It’s supposed to be Luna’s butt, not Celestia’s,” Pinkie rolled her eyes.

“Why are you selling these in an establishment where foals come to eat?!” Dash protested.

“I only sell these after midnight, after all the foals have gone to bed,” Pinkie explained with a smirk. “Besides, if you’re too much of a prude to eat it, perhaps Ocellus will?”

Pinkie turned to look at Ocellus like a predator about to lunge, and Ocellus found all her approaches to control the situation to be utterly failing. Were these two older mares going to eat her alive the longer she stayed there? Ocellus felt herself getting wet as she found herself staying in her seat and reaching over for the Moonbutt Cake Pop. As she pressed it to her lips, Pinkie grinned as she got out of her seat and kicked the chair away, staring Ocellus down with her smirk not faltering in the slightest.

“Eat it slowly~” Pinkie ordered.

Ocellus found herself captivated by Pinkie’s firm blue gaze, and couldn’t find herself saying no to anything Pinkie would ask if she kept looking at her like that. As she gave the Moonbutt dessert a gentle nibble, Pinkie stepped closer until she was practically standing over Ocellus in her chair.

“So, let me be the mediator between you two,” Pinkie decided. “You were practically interrogating my fuckbuddy over here, did she do something earlier today?”

“N-No, she didn’t do anything at-wait, WHAT?!” Ocellus shouted, covering her mouth with her hooves right after. “Y-You two…you two are-”

“Yupporoni!” Pinkie giggled, bouncing away from Ocellus and placing her hooves on Rainbow Dash’s shoulders. Ocellus could see the blue pegasus’ whole body relax underneath Pinkie’s touch.

“Oh thank fuck,” Dash groaned, pressing a hoof to her face. “Hiding this all from her was so fucking hard. I didn’t want her to run off.”

“Well, she can do whatever she wants at this point,” Pinkie shrugged, before looking at Ocellus again. “From the way she’s drooling all over her cake pop though, I don’t think she really wants to leave. Do you?”

“N-No,” Ocellus felt a jolt throughout her body as she realized how easily the answer came to her, and how easily she’d cum from their touch if they gave her the pleasure. She understood why Silverstream had been so vocal about it, what was hiding or shaming the feeling going to do? Ocellus shook her head for being so stubborn before, and would’ve scolded herself more if it wasn’t for Rainbow Dash’s owlish expression suddenly transforming into a smug grin as she got up from her chair.

“Well then, guess I’ve got nothing to worry about,” Dash snickered, and Ocellus felt her heart thundering in her chest at the sudden 180. “Pinkie, why don’t we take her back somewhere a little more private? Let the Cakes take over while you’re gone.”

“Abso-fruit-ly!” Pinkie jumped away to the kitchen to summon the Cakes, and Ocellus gulped as she saw Rainbow Dash get out of her chair.

“Well then,” Dash pulled Ocellus’ chair out with her wing while the changeling was still in it. “I don’t see why we have to wait for Pinkie to come back to start us off.”

Ocellus squeaked as Rainbow Dash then used her wing to throw the changeling onto the athletic mare’s back, opting to say nothing as her blushing cheeks and racing heart did all the talking for her. The small changeling had no experience with intimacy before, and the idea of her first time being with her two teachers preying upon her innocence, only made her pussy soaking wet in a way that lacked subtlety as her crystal blue sexual juices rolled down Rainbow Dash’s fur.

“Why don’t you show us how you really feel?” Dash laughed. “Great Celestia, I can’t wait to fuck the shit out of you.”

“Eep!” Ocellus squeaked as Rainbow Dash flew up the stairs until she had reached a door. Rainbow Dash kicked the door open and exposed Pinkie’s bright pink room with her giant pink bed with vanilla white bedsheets. It was exactly as Ocellus expected it to look, and figured the huge bed was for the various encounters Pinkie had over the years. She had no doubt that the two mares wouldn’t fail her on giving her a time she wouldn’t forget, and the changeling barely had time to think about it when Rainbow Dash flew over the bed and dropped Ocellus onto it.

“Thank Celestia,” Dash gasped as she flew onto Ocellus, pinning the changeling onto the bed with her forehooves as she grinned at the little changeling. “I finally get to have you to myself for a few minutes! Safeword, you’ll use it if you want me to stop at any point.”

“Uh…strawberry?” Ocellus decided, and Rainbow Dash only gave a brief nod before moving further down on the bed until her head was hovering above the changeling’s hindlegs covering her fun bits. Ocellus didn’t protest as the pegasus used her forehooves to push Ocellus’ hindlegs out of the way and expose her dark blue pussy and puckered asshole for the pegasus to see.

“Forgive me,” Dash growled. “For not taking my time, I’ve really needed this.”

Ocellus didn’t get a chance to properly respond as Rainbow Dash lunged for the changeling’s clit, licking it in circles vigorously like she was dining on her last meal. Ocellus gave a loud moan, which only increased in volume as her blue teacher eventually moved down to her hole and stuck her tongue inside. The completely new sensation took her a few seconds to get used to, but after that, Ocellus felt her pleasure soaring more as she felt Rainbow Dash hitting the right spot over and over again. Ocellus rested her hooves on Rainbow Dash’s rainbow mane, gasping and squeaking as she felt the sensation building up. She suspected she was reaching what her friends called an orgasm, and sure enough she reached a breaking point that made all her thoughts completely blank out as she threw her head back and shrieked, juices shooting out of her and all over Rainbow Dash’s face as she bucked her hips further into the blue pegasus. Her world was spinning so fast, the changeling experiencing her first taste of warm mindless bliss, that she didn’t even hear the door open.

“Aww! You started without me, at least let me have a go at her tongue!” Pinkie insisted, and before Ocellus could figure out what Pinkie meant, the pink pony jumped on top of Ocellus and rested her fat pink cheeks on the changeling’s face. With Pinkie’s pussy pressed against Ocellus’ muzzle, Ocellus did her best to replicate what Rainbow Dash was doing when an idea struck her. Chuckling to herself, Ocellus shapeshifted her tongue to be far longer than it was before. She then stuck it inside Pinkie’s pussy and wiggled as far in as she could. The idea was super effective as she felt Pinkie’s walls clamp down on the changeling’s tongue like a vice, the pony’s fat butt jiggling on Ocellus as she howled almost loud enough for customers to hear. Within seconds, the pink pony came on Ocellus’ face, the changeling barely closing her eyes in time for the sweet mare juices to land on her. With her cum tasting like birthday cake, Ocellus smiled as she gulped as much of Pinkie’s juices down her throat as possible, even taking the initiative to lick around Pinkie’s walls for any excess juice before feeling Pinkie lift herself off the changeling’s face. Ocellus looked to her right to see that Rainbow Dash was no longer on the bed, the pegasus’ tail flicking from side to side as she was rummaging through Pinkie’s dresser in the corner of the room.

“Oh fuck,” Pinkie groaned, a cum-drunk smile adorning her face as her body was still trembling from the orgasm. For a few seconds, the pink party pony’s eyes were unfocused. But then, she stared intently at the changeling below her on the bed and grinned. “Don’t think we’re even halfway done with you yet~”

Ocellus gulped, her heart pounding as she reached her hoof for her clit and started rubbing furiously, ready for what was to cum next…