Twilight fidgeted awkwardly, her wings ruffling restlessly against her back as she glanced around the empty field. Despite feeling like there were a hundred eyes on her, she was still alone, a fact that brought with it only a marginal amount of relief - and not the kind she needed. Slowly, her head tilted up, and her gaze focused on the large house floating in the late evening sky above.
“Am I really going to do this?” She asked herself aloud. Her only answer was the quiet whisper of a cool spring breeze. As it rolled over her coat, she was reminded why she was there in first place as it seemed to only make her grow hotter. Every inch of her body felt like it was smouldering, ready to burst into flames at the smallest spark.
She shuddered, her legs shifting as she rubbed her thighs together.
Celestia’s warnings finally made sense - cautions about her newfound status as an alicorn bringing with it certain physical changes as well. The extra height hadn’t been unwelcome, but this… this was something else entirely. Celestia had suggested her senses might be heightened for a time after her ascension as a result of her body adjusting to the overwhelming magic now flowing through it, and while it was something she’d been able to handle, that all changed a little over a week ago. A part of her knew it was coming, but there was no way she could have been prepared for her first estrus as an alicorn.
“Come on, Twilight; get ahold of yourself and deal with it. It’s not… that bad,” she muttered to herself, chewing her lip.
But it was. It was that bad and worse. It was like her first heat all over again but ten times stronger and totally unaffected by any ordinary remedy. Which was exactly how she’d found herself here in the first place - nothing had been working. Suppression potions, medicinal baths specially brewed by Zecora, cold showers, and more ‘personal time’ than could be considered healthy. Nothing had so much as dulled the edge, never mind provided any form of relief, temporary or otherwise. So, here she was, awkwardly staring up at the house of one of her closest friends, fidgeting and panting and struggling to ignore the burning between her legs.
“If you’re going to do it, do it,” Twilight muttered to herself, hesitantly spreading her wings - and wincing as the air sent a tingle running down her spine. Her senses had been kicked into overdrive by her transformation and her current predicament only served to further heighten them. Especially in her wings.
“Just… fly up there and… and…” she swallowed nervously, “take her up on her offer…”
“What’s up with you?” Rainbow Dash asked pointedly, leaning forward and narrowing her eyes. “You look like you just ran a marathon.”
Twilight forced a smile. “I’m f-fine,” she said, wiping the sweat from her brow. “Just… hot, is all. It is pretty warm in here.”
“Uh-huh. Right. Warm.”
“It is!” Twilight cried urgently, fanning herself with a hand and tugging at the neck of her shirt. It did little to help her actual problem but she just needed Rainbow to buy it for a few minutes longer. Then their group lunch would be over, and she could go home to ‘take care of things.’
Rainbow’s nose wrinkled, and she threw a glance around the table before leaning closer, dropping her voice so the rest of their friends wouldn’t hear. “I can smell you, you know.”
An even deeper blush exploded onto Twilight’s already flushed face as she squeaked, shrinking into her seat. “I-I-I d-don’t know what you mean.”
“Sure you don’t,” Rainbow snickered, reclining back and folding her arms behind her head. "Bet you can’t wait to get outta here, huh?”
Despite feeling as though she’d be consumed by hellfire, no such mercy was granted, and Twilight was forced to endure the humiliation. “I don’t-”
“Yeah, yeah; you ‘don’t know what I mean’.” Rainbow made a show of rolling her eyes. “If it makes you feel any better I’m pretty sure I’m the only one that’s noticed.”
It really, really didn’t, and Twilight just curled tighter in on herself, staring at the floor.
“Hey, relax; I’m just buggin’ ya’. It’s, uh… really nothing to be ashamed of, y’know,” Rainbow offered uncertainly, scratching the back of her neck awkwardly.
“Gee, thanks,” Twilight mumbled. She cast a quick glance over, thanking the gods the rest of their friends were paying them no mind.
Rainbow smirked. “Gonna go back home and rub one out after this, huh?”
“RAINBOW!” Twilight shrieked, immediately clamping a hand over her mouth as every other pony in the cafe turned to look at her. She whimpered, until an uproar of raucous laughter pulled their attention away from her and onto the rainbow maned pegasus doubled-over in her chair.
“What else could I have said?” Rainbow said suddenly, taking breaths between her loud laughs. “The thing was massive, and it was just floating there in the bowl!” Twilight just stared incredulously at her friend, who was now drawing the attention to herself.
“Twi - Twi, oh my god - Twi - your face!” Rainbow blabbered almost incoherently between her peels of humour. Gradually, the outburst was shrugged off and the other patrons returned to their own affairs. Only when the last pair of eyes had left them did she allow herself to stop, shooting a sly wink at the alicorn. “You’re welcome,” she whispered.
Despite her immense and lingering embarrassment, Twilight found herself smiling. “Th-thanks… but it was your fault anyway.”
“Aw c’mon; don’t be like that.” Rainbow reached for her drink, frowning when she found it empty. She shrugged, popping an icecube in her mouth and crunching down on it. Pausing, and glancing between her ice-filled glass and Twilight, she offered her cup. “Want one?”
Twilight huffed. “Sure.”
Watching the alicorn chew, Rainbow cleared her throat. “You, uh, okay?”
“Are you serious?” Twilight asked, raising a single eyebrow. The ice in her mouth was cooling, but the sensation didn’t spread out nearly as much as she wanted it to.
“Yeah, actually, I am.” Once more making sure their conversation was more or less private, Rainbow leaned over. “I’ve, like, never seen - or smelled - you this bad before.”
Twilight nearly choked on her ice. “Do you keep track or something?”
“No, just…” Rainbow waved a hand in the air as though to conjure forth the right words. “I just noticed you seem way worse off than normal. Vibrator broke?”
Dash’s hand was over Twilight’s mouth before she could shout, and when it was removed Twilight’s face was set in a glare. “It’s none of your business.”
“Yeah, sure; fair enough.” Rainbow paused to wave goodbye as Fluttershy and Rarity wandered away, and Applejack was already starting to stand. “I’m just sayin’; you know where to find me if you need a little, ah, help.”
The blood all but drained from Twilight’s face, her eyes growing wide. She didn’t even notice as Applejack and Pinkie left the cafe, leaving her and Rainbow alone at their table.
“Always willing to help a friend in need,” Rainbow continued as she stood, not at all trying to obscure the bulge in her jeans. “If you know what I mean. ‘Specially one as sexy as you.”
The pegasus’s laughter echoed through Twilight’s head long after she’d been left alone at the table, heart pounding in her chest and the heat between her legs stoking to new heights at the mental images such an offer conjured.
“Rainbow?” Twilight called, her voice coming out in a pathetic whimper. It was paired with an equally quiet knock. She waited for a moment, then two, then turned. “Guess she's not home. I’ll just-”
“Twilight?”
Twilight went rigid as the familiar voice called down to her. Slowly she looked up, swallowing nervously as she saw Rainbow leaning out a window.
“I thought I heard somethin’. What’re you doing here?” She leapt from the window and glided down gently to the front landing, face to face with her guest.
“I-I-I u-um…” Twilight stuttered, her already flushed cheeks growing several shades darker as she backed away nervously. “I-it’s um… n-nothing, really. I just… um...”
Rainbow’s eyebrow lifted as she regarded her curiously, looking the alicorn up and down. She was shaking like a leaf, eyes darting around and looking anywhere but straight ahead. Frowning, Rainbow opened her mouth to ask what was wrong when she caught a strong whiff of... something. She sniffed the air, trying to put her finger on the odour.
It didn’t take her long to figure out what it was.
“Oh.”
Twilight squeaked, hiding her face behind her hands. “W-what?”
A wolfish grin sprouted on Rainbow’s face. “Still goin’ strong, huh? This why I haven’t seen you around the last few days?”
“M-Maybe?” Twilight peaked out from behind her hands, chewing her lip. She now understood what was going through a fox’s mind when it chewed off its own leg to get out of a trap. But she’d come this far, and turning back wasn’t an appealing option. “I-I… um… y-you said you… might… maybe would… um… help?”
Rainbow’s eyes widened slightly in surprise. While it was true she’d offered - and she had only been partially joking - she never expected Twilight to actually take her up on it. Although, if how badly the alicorn was fidgeting was any indication, she was pretty desperate. Not to mention the smell! It grew stronger with each passing moment, each breath bringing more of it into her lungs and making her loins stir. She couldn’t say no if she wanted to.
“Did I, now?” She wasn’t going to say no, but she was going to make Twilight work for it.
“Y-yes, you d-did. A-a-and I…” Twilight trailed off, her hands still covering her face. Or they were, until she felt Rainbow grab her wrists and pull her arms down.
“Twilight?” Rainbow called, a teasing lilt to her voice. “Do you want something from me?”
The only sound that came out of the alicorn’s mouth was a startled squeal, eyes gluing themselves to her own two feet.
“What was that?”
“Y.... yes?” Her voice was shaky and quiet, barely audible at all.
“And what would that be?” Rainbow asked, feigning ignorance. She released Twilight’s arms and folded her own over her chest.
Twilight clasped her hands together, wringing them nervously, her entire body was shaking as though she were cold, but she was so, so hot. “I… I want…” she swallowed thickly, flicking her eyes up just enough to actually look at Rainbow Dash for the first time since she’d arrived. The pegasus wore a blue tank top over a black sports bra and a pair of gym shorts that didn’t at all hide the notable bulge between her legs. The pegasus’s package had never really been a secret, but never before had she been so keenly, painfully aware of it.
“Eyes up here, egghead,” Dash snickered at the way the blood all but drained from Twilight’s face, leaving only the bright red blush on her cheeks. Although, if she was being honest with herself, the alicorn wasn’t the only one with a wandering gaze. That was hardly Rainbow’s fault, though; Twilight’s heady scent had well and truly permeated the air around them, filling her lungs with every breath. She’d always had a good nose when it came to mares in heat - possibly related to her extra equipment - but never before had it been so strong.
Nor quite so alluring.
A whine forced itself from the back of Twilight throat, her weight shifting from foot to foot. “Rainbow please. I… I can’t take it anymore.”
Licking her lips, Rainbow stood up straight and stepped forward, closing the gap between them. While before she had been a full head taller than Twilight, after she became an alicorn they were just about eye to eye. “Take what?”
“You know what!” Twilight cried, her voice strained to the point of cracking.
“Do I?” Rainbow asked, leaning closer. She could feel Twilight’s heated breath against her face.
Twilight’s teeth ground together, and finally something snapped. “Damn it, Dash, I need your help with my estrus!” She shouted, hands balled into fists and eyes clenched shut. “I can’t stand it anymore - it’s never been this bad. Nothing works, not cold showers or potions or- or even masturbating. Do you have any idea how many times I’ve gotten myself off this past week!?”
“Uh-”
“I’ve lost track. Me - the mare that has a running tally of how many times I’ve gotten a cold. Even I’ve lost count. So-” she paused and took a breath before opening her eyes. “I want you to drop the act, take me inside, and fuck me until this stupid heat goes away and I can think straight again. Because right now the only thing I can focus on is the bulge in your pants.”
Rainbow’s wide eyes blinked, and she took a step back. “Wow. Uh… I didn’t expect that.” She reached behind her and opened the door, a sly smile tugging at the corners of her lips. “Not that I’m complaining. Come on in.”
“O-oh I-” Twilight stumbled over her words - and her feet - as she hesitated. She hadn’t been expecting that either, and now that her outburst was over the nerves were once more taking hold.
“I mean, we don’t have to, I guess - I’m down for doing it out here. I just figured you’d want someplace a bit more private,” Rainbow said teasingly. After a moment she shrugged, and started to close the door. “Well, if you insist-” Twilight was inside before she could finish the thought, and she chuckled to herself as she called; “Bedroom’s the second door on the left!”
Walking through the hall, Twilight felt a weight on her shoulders building with every step closer to the indicated door. Her embarrassment was in control again, her heart thundering in her chest as she found the door to Dash’s room slightly ajar. She could see the bed within, her fingers and toes numb despite the heat that continued to spread out across her body. However, before she had a chance to second guess herself, she made the push and crossed through the final barrier.
Twilight flinched as she heard the door click shut behind her, and she shivered as she turned around to find Dash’s hungry eyes on her.
“Strip,” she commanded. “I wanna see what I’m working with.”
“W-what!?”
Rainbow’s smile turned lecherous as she sauntered over. “You heard me. Or maybe… you want help with that, too?” She asked, reaching out and sliding a hand under Twilight’s shirt to rest on her soft belly. Her smile faltered for a second as she felt how much heat was coming off the alicorn’s body.
“R-Rainbow!” Twilight jumped back out of reach, but as her back bumped into the wall she realized she’d only managed to corner herself.
“Relax, Twi; I can’t help you if you’re constantly freaking out.” Again Rainbow approached, though this time her hand stayed above Twilight’s clothes as she pushed her gently into the wall. “Just relax,” she repeated, leaning forward.
Twilight gasped as she felt Rainbow’s hot breath in her ear. She wasn’t sure if it was just her estrus messing with her head or something else, but every fiber of her being willed her to listen to Rainbow’s instructions. Slowly, Twilight took a few deep, calming breaths, letting - or rather, forcing - herself to relax. Timidly, she nodded, chewing her lip as she managed to meet Dash’s gaze.
“Atta girl, Twi,” Rainbow whispered, her hand dropping down and groping gently at her friend’s supple ass through her skirt. Twilight shivered, but didn’t try to pull away. “Are you ready now?”
Still breathing heavily, Twilight nodded slightly. “Y-yeah.”
“Good, then let’s try this again…” Rainbow trailed off as she reached for the bottom of Twilight’s shirt. The alicorn didn’t fight it, raising her arms and allowing the garment to be pulled over her head and tossed aside, exposing her plain pink bra and bare stomach.
Dash licked her lips, taking a moment to discard her own top, removing her underwear with it and leaving her perky B-cup breasts on display as her hands returned to Twilight’s body, running over her bra and grabbing her hip.
Feeling Dash’s hands on her, Twilight had to bite her lip to stop herself from gasping. Everywhere the pegasus touched felt like she’d been shocked, leaving behind a pleasant tingling where once there had been burning. “D-dash-”
“You okay?” Rainbow asked, making sure to catch Twilight’s unfocused gaze.
“Y-yeah…” Twilight trailed off, fidgeting slightly as she felt the hands on her body stop moving. “Y-you can… um… keep going?”
Nodding her head, Rainbow leaned forward and reached both arms around the alicorn. Their chests pressed together for a moment as Twilight’s bra was unhooked, and when Rainbow pulled back she dragged it down, dropping it to the floor. She didn’t wait to sink her fingers into the soft, pliable flesh of Twilight’s tits, slightly larger than her own.
Twilight inhaled sharply, whimpering as Dash squeezed slightly.
Rainbow hesitated, looking up. “Does that hurt?”
“N-no,” Twilight answered shakily, hands fiddling with the hem of her skirt. “Just… sensitive. Like, really, really sensitive… I-in a good way.”
“Oh yeah?” Rainbow continued kneading the alicorn’s mammaries. Her ministrations were rewarded by a moan, and when she heard it Rainbow lowered her head and one of her hands was replaced by her mouth, her tongue running in teasing circles around Twilight’s firm, protruding nipple.
Hissing through her teeth, Twilight leaned her head back against the wall as Rainbow’s tongue flicked the nub before her lips closed around it and she sucked gently. Her hand continued to press and rub at the other breast, occasionally pausing to lightly pinch and tease the nipple.
Twilight could feel even more heat building inside her, only adding to the smouldering fire of her estrus as Dash toyed with her tits, gasping and moaning everytime she felt the pegasus’s teeth ever-so-slightly graze against her flesh. “R-rainbow...” she whimpered, trailing off into a low groan as a particularly firm suck left her breathless.
Allowing the teat to slip free of her mouth with a final lick, Rainbow lifted her head to assault the alicorn’s exposed neck, asking between kisses; “You like that?”
“Mmhmmm.”
Rainbow chuckled, pulling away and eliciting a needy whine from her friend. “That’s good, but I need a little attention too,” she said, stepping back and resting her hands on her hips.
Twilight’s eyes trailed down the pegasus’s body - past her small, sporty rack and over her well-defined abs to her black gym shorts, strained to their limits by the obvious outline of her tool. It was pressed against the thin fabric tight enough that even the thick veins that ran along its length were clearly visible.
“See something you like?” Dash taunted, noticing Twilight’s lustful expression.
Twilight started at the words, but she didn’t have the strength to deny it, and instead she swallowed the saliva that had pooled in her mouth, imagination flooded by images of that thick horsecock violating every hole she had.
Rainbow smirked, hooking one thumb into the elastic waistband of her shorts. Slowly - agonizingly so - she pulled down, making sure Twilight’s eyes never once left her package as inch after inch of mottled blue flesh was revealed, and it just kept going. Eight inches, nine, ten, more and more until, just above Dash’s knees, the thick, flared head popped free of the shorts, springing up and dangling there, bobbing in sync with her heartbeat. A pair of heavy balls hung beneath it, churning with untold quantities of spunk.
“Go ahead,” Rainbow urged, placing her hands on Twilight’s shoulders and gently guiding the mare to her knees. She didn’t resist, and as she came face-to-head with Rainbow’s cock a wave of heady musk filled her head with fog, pushing out every other thought that had remained.
Shaking her hips, her pole swinging side to side, Rainbow purred; “Give it a taste. You know you want to~”
Twilight found herself nodding, without really knowing why. Every breath filled her nose with Dash's musk, making her mouth water. Just the thought of how good it would taste was enough to get her panting, only serving to help her inhale more and more of the heady scent. Tentatively she reached up, wrapping her fingers around the thick base and finding that they barely made it all the way. She gave it a few experimental strokes, pumping the turgid length and feeling the heat radiating from it.
“Give it a lick,” Rainbow commanded, her voice growing firm, and Twilight was unable to resist. The alicorn leaned forward, mouth open, and pressed the flat of her tongue against Dash’s flared head. The taste almost immediately overwhelmed her - salty and musky and undeniably fleshy, it sent further waves of arousal rippling through her body.
She wanted more.
Wrapping both hands around the base, Twilight’s tongue ran haphazardly over Rainbow’s cock, leaving trails of shining saliva behind. Her lack of experience was hardly a concern as she slobbered over the meaty pole, wallowing in the flavour, the scent, the feel of it against her tongue. She pulled away, just for a moment, and lined the broad tip up with her lips before taking it into her mouth. Her tongue rubbed up against the bottom, feeling out the veiny contours as she eased herself forward, jaw straining as it was forced to stretch, wider and wider.
However, Twilight’s inexperienced mouth simply wasn’t up to the gargantuan task laid before it, and she managed only to hold the first few inches in her maw. Though that didn’t seem to be much of a problem, as she heard a pleasured sigh from above and felt the first spurt of precum land on her tongue. The overwhelming flavour kicked her into overdrive, and she could feel her own loins throbbing, begging for attention.
“Not bad, Twi,” Rainbow commented casually, patting the girl’s head encouragingly and rocking her hips. Looking down, she admired the way Twilight’s cheeks bulged in a vain attempt to contain all that cock, her hands stroking what she couldn’t fit past her lips. “My cock taste good?”
Twilight didn’t respond - not that she even could, her tongue writhing against the bulbous head in her mouth, trying to milk as much pre from it as she could. Somewhere, deep down, she knew she should be embarrassed, but in the moment she couldn’t have cared less. At least until Rainbow pulled back, the massive prick sliding from her lip with a wet ‘pop’ and leaving her mouth feeling horribly empty. She looked up, confused. “W-what? D-did… did I do something wrong?”
“Wrong? Hah!” Rainbow laughed, shaking her head. “Nah; you’re doing great. But you didn’t come here so suck me off, right?”
Eyes widening slightly, Twilight turned away. “O-oh, umm… no, I suppose not.”
“What were the words you used?” Rainbow wondered aloud, tapping her chin. “You said something about taking you inside and fucking you?”
Twilight couldn’t bring herself to respond vocally, but she nodded.
“Get on the bed,” Dash said, and Twilight obeyed without a second thought, laying atop the blanket on her back, her head falling onto a pillow.
For a moment Rainbow stood above her, a predatory gleam in her eyes as she admired her friend’s form. Eventually, she asked, “This is your first time, right?”
“Y-...yes…”
Rainbow crawled up onto the bed, then over her so they were face to face. “I’ll be careful, but tell me if I’m going too fast or if you need me to stop, okay?”
“O-o-oh… okay…” Twilight sputtered, caught off guard by the gentle tone of her voice, the care in her words.
Upon hearing the confirmation, Rainbow leaned down and pressed her lips against Twilight’s, holding the kiss for only a moment before breaking away and smirking down at the flushed and panting mare. “That’s a good look for you,” she said, chuckling huskily as she moved in to kiss and lick at Twilight’s tits again, though she stayed there only a moment. Her real target was further down, and she had held herself back long enough.
Continuing along Twilight’s body, leaving a trail of kisses in her wake, Rainbow arrived at the waistband of Twilight’s lavender skirt. She took her time, running her tongue over Twilight’s stomach, eliciting a shaky gasp as she paid special attention to the alicorn’s navel while her hands hooked into Twilight’s skirt. Slowly, she pulled it down, pausing as she felt Twilight freeze up.
“Twi, you-”
“I’m okay,” Twilight answered quickly, relaxing her muscles. “I’m okay. K-keep going.”
Rainbow nodded, pulling Twilight’s skirt off her legs and tossing it aside. Her breath caught in her lungs as the powerful scent of Twilight’s arousal washed over her, stronger and more pungent than before. Twilight’s pink panties were thoroughly soaked through, and Dash licked her lips, inhaling more of the intoxicating bouquet.
One of Rainbow’s hands reached up, pressing against Twilight’s mound through the slick fabric, rubbing in gentle circles. Above her, she heard Twilight moan, the alicorn’s hips arching off the bed. Rainbow savoured the reaction before, with a single tug, Twilight’s panties were pulled down and away, and she was left naked. Her red, puffy folds glistened, a large dribble of fluid escaping the delicate petals.
“Holy crap Twi,” Rainbow said, feeling the heat radiating from Twilight’s snatch. “You’re soaked. You weren't kidding about this heat being bad, huh?”
Twilight shook her head, eyes closed as she felt Rainbow’s gaze on her most private area. “N-no… i-it’s been more than a week - it should have ended by now!”
“Well.” Rainbow grinned, gently spreading Twilight’s legs. “We’ll see if we can do something about that. First, though, you’ll need a little warm-up before you can take me.”
With those words she dove in, running her tongue in long, broad strokes up Twilight’s outer lips, tasting her for the first time and finding herself enjoying her friend’s flavour. She looked up to see Twilight biting her lip to stifle her moans, and decided that wouldn’t do. Rainbow wrapped her hands around Twilight’s hips and pushed her tongue into Twilight’s opening. The sudden penetration dragged out a long, low groan, which only made Rainbow want to hear more. She pulled up and moved up, flicking Twilight’s clit and smiling at the sharp gasps he got in response.
She slowly built up a rhythm, thrusting her tongue in and out of Twilight’s snatch, occasionally pulling out to lick her clit before diving back in. Her efforts were rewarded by an orchestra of moans and gasps as Twilight writhed in pleasure, tossing her head back and forth while her hands scrambled for something to grab on to. Eventually they moved to Rainbows head, running through messy rainbow locks and pushing the pegasus’s head against her pelvis.
“D-Dash,” she moaned out, chest heaving. “K-keep - ah - keep going.”
An electric tingle of pleasure raced along her spine as she felt Rainbow’s fingers press against her clit and start rubbing in circles, alternating between fast and slow. She could feel a familiar pressure building in her core, and her legs wrapped themselves around Rainbow’s neck.
Rainbow hummed an acknowledgement and redoubled her efforts, tonguefucking her friend faster, pressing more firmly against her clit. She could feel Twilight shaking against her, hips humping against her face, and smirked wickedly as, all at once, she pulled away. A desperate, pitiable whine came from the back of Twilight’s throat.
“R-rainbow, why-” her question was cut off by a pleasure cry as two fingers sank into her pussy, twisting and writhing inside her.
Dash lifted her head to watch Twilight’s reactions, pumping her fingers in and out of her slit. Twilight threw her head back, jaw hung open in a silent scream as a third finger entered her, and the pressure that had been building was ready to burst. She just needed one more push, one last-
Leaning forward, Rainbow locked her lips around Twilight’s clit and sucked, mercilessly lashing the sensitive nub with her tongue while her fingers pushed in as far as they would go.
Twilight had to bite her hand to stop from screaming as she came, electric waves of pleasure radiating out from her marehood and washing over her. Her toes curled and her free and dug into Dash’s hair. That combined with her legs locked behind the pegasus’s head made sure Dash couldn’t pull away if she wanted to. Her back arched and her hips were pressed up against Rainbow’s face.
Feeling Twilight’s walls clenching at her fingers, Rainbow made sure to continue to gently suckle at her clit, drawing out the powerful orgasm for as long as possible. Twilight whimpered, every little aftershock drawing out a gasp and a moan and another thrust against Rainbow’s face that left the pegasus’ chin stained and wet with her juices.
Gradually the pleasure faded and Twilight’s limbs went slack, chest heaving as she caught her breath. She summoned the strength to lift her head, eyes growing wide as she saw Rainbow sat at the foot of the bed, licking her fingers. Their eyes met, and Dash smirked, sticking a finger in her mouth and sucking on it. “You taste good, Twi,” she said.
“C-cut it out.”
Rainbow just chuckled, taking her time to savour both her friend’s flavour and embarrassment.
Unable to bring herself to look away, Twilight felt herself growing hot once more, her estrus making itself known at the erotic sight. “U-umm…” she trailed off, murmuring, “W-we… we’re not done yet, right?”
“Don’t you worry, I’m nowhere near done with you yet,” Rainbow said, lifting herself onto her knees and bringing Twilight’s focus down to her twitching stallionhood. “And besides-” She placed a hand on Twilight’s stomach, sliding it down and tracing a circle around the mare’s still-sensitive clit, eliciting a gasp, “-you’re way too fun to play with. First, though-” Rainbow crawled forward overtop of Twilight until they were face to face. The blush on the alicorn’s face could have put the heat of the sun to shame.
“R-rainbow?”
Dash leaned down until their breasts were pushed together, their lips millimeters apart. Twilight's eyes were wide as she waited with baited breath, expecting another kiss or… or something! Instead Rainbow just stayed there, an infuriating smirk on her face.
Just as Twilight opened her mouth, she heard the nightstand drawn over, and turned her head to see Rainbow pull a bottle of lube out.
"Lookin' a little hot there, Twi," Rainbow said as she pulled away, sitting upright so she was straddling the alicorn's hips.
Twilight just glared at her, though her stern expression was weakened by the way her eyes kept flicking to the fat, flared head of Rainbow's prick, now resting on her belly. Whatever relief she'd gained from her climax was long gone, replaced once more by an all encompassing burning.
Reaching up, Twilight wrapped her arms around Rainbow's shoulders and dragged her back down, forcing their lips together.
Surprised that Twilight had taken such initiative, Rainbow was momentarily caught off guard, and Twilight capitalized on it, deepening their kiss and shoving her tongue past her partner's lips.
The sudden frenching broke Rainbow from her reverie, and she returned the gesture, drawing out a moan from Twilight as she kissed her back forcefully. Her hands, meanwhile, were preoccupied with lubing up her throbbing shaft, making sure it was nice and slick. She could feel Twilight’s carnal hunger through their kiss, the alicorn’s heat having returned in full, demanding attention.
Who was she to say no?
Rainbow pulled away, ending their liplock and leaving them both panting slightly. She took a moment to admire the mare sprawled out beneath her, the deep burgundy blush on Twilight’s face and the way she bit her lip, pupils blown out wide.
“You ready Twi?” Rainbow asked, shuffling down and dragging her cock over Twilights burning slit until she was once again knelt between Twilight’s legs.
Shuddering, she nodded eagerly. “D-do it.”
Cupping a hand behind her ear, Rainbow leaned forward. “What was that?”
Twilight growled, and after a moment, repeated, louder, “Do it. Please, Rainbow; I want- I... I need it.”
Rainbow smiled approvingly, satisfied with the answer. She drew her hips back and lined herself up. The flared head of her cock pressed against Twilight’s delicate folds and the alicorn gasped, realizing just how big Dash truly was. Slowly, gently, Rainbow pushed forward, keeping a close eye on the way Twilight’s face knotted, making sure it was pleasure, not pain. Eventually, Twilight’s lips spread open, and she cried out as Dash’s thick cockhead slid inside her, her eyes clenched shut.
“You good?” Rainbow questioned, halting her movements and waiting as Twilight caught her breath, then nodded. “Good. Lemme know if I need to stop.”
With that she thrust forward, and Twilight threw her head back and moaned as half of Dash’s tool disappeared into her tunnel. She could feel every bump, ridge, and vein as it was forced deeper and deeper, spreading her almost painfully wide.
Twilight’s breath hitched as Rainbow pulled out, her walls reflexively clamping down, trying in vain to keep that monster of a cock inside her. It left behind an aching emptiness, a craving for more that was mercifully granted as Rainbow buried her length right up to the medial ring. Twilight gasped as the thick bulge of flesh bumped against her entrance, letting her know she was only half way.
For a moment Rainbow held herself there, letting Twilight adjust to her impressive girth. She braced her hands on the bed on either side of Twilight’s shoulders and began working her hips in short, shallow thrusts, her medial ring coming closer and closer to forcing itself in with every stroke. Dash grit her teeth, restraining herself from going too fast or hard despite how immensely tight and wet Twilight’s canal felt wrapped around her cock.
Whimpering adorably every time she was filled, Twilight’s hands pawed fitfully at the sheets, struggling to find something to hang on to as every pump rocked her body. She looked down, watching as Dash’s rod disappeared over and over, the pegasus’ pendulous nuts swaying in time with her thrusts, swollen with seed.
“H-harder!” Twilight cried, and Dash was more than happy to oblige the request. She brought her hands down to Twilight’s hips, pulling her forward to meet her thrusts as they grew in force until Rainbow’s medial ring slipped past Twilight’s entrance. The alicorn pressed her head back into the pillows, a long, low groan slipping past her lips as she felt Rainbow’s hips connect with her own.
“You're doing good, Twi,” Dash said, taking a moment to enjoy the feeling of being hilted. Twilight’s walls flexed and gripped her shaft, and as she withdrew she heard a needy whine from her partner. Not wanting to leave her disappointed, Rainbow rammed back in, their hips slapping together and her balls bouncing off Twilight’s ass.
Twilight's jaw fell open, her tongue working as though to say something, but nothing more than strangled gasps and pleasured moans came out. The desperate itch of her heat was finally being scratched, and her mind was awash with the pleasure that brought. Left with little more options than to lay there and take it, she did exactly that, focusing on the feeling of Rainbow's shaft pumping into her, stretching and filling her to the absolute limit.
“D-Daa- ah -aash!”
In response to her friend’s lust-filled cries Rainbow sped up her thrusts, the sounds of their hips smacking and Twilight’s sopping wet pussy filled the air, driving Rainbow wild. The sight of her friend spread out submissively below her stoked the fire that was building up inside her, driving her to make the alicorn scream her name again. She could feel Twilight’s heartbeat around her shaft, her sweet moans music to Dash’s ears.
“R-Rainbow, I-” Twilight broke off into a shriek of pleasure as Rainbow’s thrusting transitioned from long, slower strokes into brutally fast shallow pumps.
“What was that, Twi?” Rainbow asked, one hand leaving Twilight’s hip to play with her winking clit.
Twilight twisted and writhed, muscles tensing, only serving to clamp down harder on the cock inside her. “I- ah! I’m gon- fffuck. I’m gonna c-cum!”
“Good.” Dash leaned down and pressed their lips together, not hesitating to slip her tongue into Twilight’s mouth. Their kiss broke only long enough for Rainbow to whisper, “Cum for me, Twi.”
Twilight gushed around Rainbow’s cock as she came, screaming her ecstasy directly into their kiss as her body shook. Her thoughts were all washed away beneath a white wave of pleasure that left her almost unaware of Rainbow’s continued thrusting into her spasming pussy.
The rhythmic clenching and unparalleled heat proved too much for Rainbow’s resolve as, with one final, full length stroke, she was sent soaring over the edge, her shaft throbbing and head flaring.
Twilight’s breath caught in her throat as she felt the first shot of scalding hot seed splash against the entrance to her womb, her climax suddenly growing intensely stronger as Rainbow erupted inside her, painting her walls white. The heat and pressure was intense, and some primal part of Twilight’s brain, heightened by her estrus, squealed in delight at the thought of being bred. Her eyes rolled back as her pussy milked every drop of seed she could get from Rainbow’s cock.
After what felt like gallons of jizz had been deposited inside her partner, Rainbow’s orgasm began to fade, and she managed to extract her engorged head from Twilight’s snatch. A torrent of creamy white jizz followed her out, spilling onto the bed. She fell back, leaning on her hands and panting. She opened her mouth to say something, but paused when she saw Twilight roll over and crawl towards her, an almost feral glint in her eye.
She watched as Twilight shakily clambered up her legs, grabbing the base of her dick and beginning to lick it clean in long strokes from base to tip. “Uh, Twi?”
“More,” Twilight panted between licks, her head too fogged for any thought more complex than that. More. She wanted, needed more. Her heat still burned within, her instincts urging her to keep going - keep breeding until there was no doubt she was pregnant. There wasn’t enough left of her rational mind to stop her from sating her carnal desires, and as Rainbow’s cock hardened in her grasp, she grinned.
Rolling onto her stomach, Twilight pushed her ass into the air, a hand slipping under her to spread her lower lips. “More,” she said again, shaking her hips. “Please. I need more.”
Rainbow didn’t need to be told twice as she lifted herself onto her knees and lined herself up. This time there was no slow, gentle penetration. This time Rainbow pushed forward until she had hilted herself, then grabbed Twilight’s hips and started properly fucking her. Strong, fast, relentless thrusts that shook the alicorn’s entire body with every forward stroke.
“Yeessss…” Twilight moaned out, almost delirious, her eyes crossing as she was railed. This was what she had wanted, what she’d needed. “Oh, Celestia, fuck me, Dash!”
Draping herself over her partner’s back, Rainbow leaned forward to kiss and lick at Twilight’s exposed neck, wrapping her arms around her and groping her tits as Dash continued her brutal thrusting, the new angle allowing her to reach ever deeper.
Twilight’s head dropped down, her chin pressed against her chest, and her eyes went wide as she saw her stomach - a noticeable bulge forming everytime Rainbow thrust into her. She placed a hand on her belly, feeling the outline of Dash’s cock through her abdomen. The thought of her insides being pushed aside to fit more cock inside her drove her lust to even greater heights, and she groaned, bracing herself against the bed. She pushed her hips back to meet Rainbow’s thrusts, desperate to take every last inch.
Panting, Rainbow nibbled gently along Twilight’s ear. “You like that?”
“S-so much,” Twilight responded frantically. “It feels so good, Dash! So good, so -ah! -gooood.”
Rainbow grinned, enjoying her usually uptight friend acting like some two-bit slut. She wanted to see more of this side of her.
Wings spread wide and twitching, Twilight bucked back as best she could, watching Rainbow’s cock bulging her belly, filling her, claiming her. She grunted and groaned like an animal in heat, hardly a conscious thought left in her head aside from her primal desire to reproduce. The world fell away and she was lost, adrift in a sea of ecstasy with her mate. Her cunt spasmed and a small spurt of marecum soaked the bed beneath her.
“Twi, I’m gonna cum.”
Twilight’s half-lidded eyes flew open. “Inside,” she mewled desperately. “Cum inside. Breed me, Rainbow!”
Rainbow wasn’t going to deny such a request, and she hilted herself as she felt the rush begin again. Even more thick jizz flowed into her friend, and Rainbow grunted, gritting her teeth as she came.
“Yes!” Twilight cried, her hand reaching down to feel the bulge in her stomach. She could feel Rainbow’s shaft throbbing, knew it was pumping more foal batter into her deepest depths. The heat sent her careening over the edge as she reached her peak, nearly blacking out from the pleasure.
Slowly, Rainbow withdrew, stroking her shaft as a few final ropes of seed splattered over Twilight’s ass and back, before finally her orgasm ended and she fell back, laying spread eagle on the bed as she caught her breath.
“Holy crap, Twi, that… that was…”
“More.”
Rainbow’s eyes shot open. “H-hang on, Twi, I need-” she lifted her head and froze as her eyes met Twilight’s. The mare looked half crazed, a lopsided smile on her face as she eyed Rainbow’s rapidly softening stallionhood.
Twilight staggered forward, only barely aware of her actions, or of anything, really. There wasn’t a single thought left in her head, just feelings of pleasure and desire and lust. She still needed more, and she’d get more. Her horn lit and a magic aura surrounded Rainbow’s length.
Dash didn’t know what spell had been cast on her, but suddenly her cock was painfully erect, and she groaned as Twilight’s magic shifted to her balls. They swelled with an overwhelming amount of seed until they felt as though they would burst.
“More,” Twilight said again, standing over Rainbow and slamming herself down on the pegasus’s thick rod without warning. “Give me more. Fuck me more. Breed me more.”
Rainbow was unable to do anything but moan as Twilight rode her fast and hard. Drool dripped from her dangling tongue, splattering against Rainbow’s chest, voiceless pants and moans escaping her open jaw. She braced her hands on Rainbow’s chest, repeatedly smashing her ass down with enough force to fill the room with an audible slap every time. Beneath her, Dash just groaned, doing her best to thrust up into the crazed mare riding her.
Despite having already orgasmed twice, Rainbow knew it wouldn’t be long before she came again. Twilight’s magic had seen to that, and the ferocity with which the alicorn fucked herself, using Dash’s rod like a dildo, made sure it would be a short-lived second wind.
Then Twilight’s horn began to glow once again, enveloping Rainbow’s shaft while it was still inside and suddenly it was vibrating, making them both gasp and bringing Rainbow to her peak almost immediately.
“Twi- holy crap, Twi, I-”
“Yes, yes, cum. Inside.” Twilight rambled incoherently, panting and drooling. “Do it. Cum inside me. Fill me up, Rainbow!”
“Fuck!” Rainbow yelled as she came again. The sensation would have been painful if it weren’t such a relief to drain her over-filled balls.
But all that jizz had to go somewhere, and Twilight made sure it all stayed inside as she clamped down on Dash’s cock, one hand furiously rubbing her clit as she was filled again. Spurt after heavy spurt of seed was pumped into her, and it kept coming.
Rainbow’s eyes widened as she watched Twilight’s stomach balloon outward, swelling with the sheer amount of jizz being forced inside her.
Twilight saw it, too, and she climaxed hard, her entire body going stiff as marecum sprayed out around the rod impaling her. Her lust-drunk mind short circuited at the thought of being so thoroughly filled and bred, leaving no doubt she’d been knocked up.
By time Rainbow’s orgasm ended, Twilight looked like she was pregnant, swelled and bloated with cum that sloshed around as she ground her hips down on Dash’s, making sure she got every last drop the pegasus had to offer. On shaky legs the alicorn lifted herself off Dash’s limp stallionhood, a veritable deluge of cum flowing out of her. She watched it in astonishment, realizing just how much had been inside her, and collapsed, laying next to Rainbow.
Wheezing as she struggled to catch her breath, Rainbow rolled her head to the side, looking over her near-comatose friend. “Twi?” She called horsley. “You okay?”
“Mmmhmmm.”
“Feel better?”
“Mmmm.”
“Good.”
They laid in silence for several minutes more, before Rainbow once again broke it. “The hell was that spell?”
Twilight’s eyes flew open wide. “Oh my gosh.” She tried to sit up, but her arms quickly gave out, her legs refusing to move at all. “Rainbow, I’m so, so sorry. I… I don’t know what came over me, I just… I wasn’t thinking and I did that to you without asking and-”
Rainbow silenced her with a gentle peck on the lips. “Shut up, egghead,” she grunted, rolling onto her side. She pulled Twilight against her chest, one hand idly rubbing the mare’s still-swollen stomach. “I liked it. It was super hot.”
“But I should have-”
“No buts!” Rainbow announced firmly. “Well, except maybe yours next time. Honestly though I’m mostly just surprised. Didn’t know you had that in you.”
“N-neither did I…” Twilight admitted bashfully, thankful Rainbow couldn’t see her face from their positions.
“It was pretty hot.”
Twilight jolted. “Rainbow!?”
Dash shrugged. “What? It was. Oh, and before you remember and freak out about it - no, I can’t get you pregnant.”
Twilight felt her stomach drop. “Oh, Celestia, I’m such an idiot.”
“Relax; I wouldn’t have let anything like this happen if there was any risk of that.”
“I should have thought about it!” Twilight argued. However, she found herself lacking the energy, and let it go with a sigh. “Well, I suppose it doesn’t matter now.”
“How’s the heat?”
Twilight snorted. “After that? Gone, thankfully. At least for now.” She turned to glance back at the pegasus, her gaze softened in gratitude. “Thank you, Rainbow.”
“Don’t mention it. And uh…” she trailed off, a blush coming to her cheeks. “You can come to me again, y’know. If… if it gets too bad.”
Twilight smiled despite her own burning cheeks. “I think I will. But… um… maybe… maybe sometimes when I’m not in heat, too?”
“Huh?”
“Like… maybe this Friday? A-after a… movie?”
“You asking me out, egghead?” Rainbow laughed at the embarrassed whimper she got in response. “Sure, Twi - it’s a date.”
Author's Note
Behold - my magnum opus of clop. My Clopnum Opus, if you will.
