Scootaloo Joins the Dream

Chapters

1 - The Curious Filly
2 - The Adventurous Filly
3 - The Satisfied Filly
4 - The Triumphant Filly

1 - The Curious Filly

Even though Twilight had already practically memorized everything about them, she still grilled her secretary about the list of new bat pony students – the first ever bat pony students to attend the School of Friendship! She kept asking Moonlight for more details about each one of them, hoping for that one extra tidbit of detail she’d missed the last time, something that would give her the kind of insight into her new students that she craved … even though Moonlight had already told her everything she knew. Not all bat ponies knew each other, of course. Moonlight had scarcely met most of the new students; some of them, she’d never seen at all. Which made it incredibly tension-inducing to a pony like Twilight who always liked to be entirely prepared for everything ahead of time. Would they fit in? Would they be accepted by the other students?

Twilight was trying to remain calm, at least outwardly. She’d been trying to work on her ‘royal demeanor’ ever since becoming a princess, and it wouldn’t do to go dancing around the room in anticipation as she felt like doing. The first ever bat ponies in the School of Friendship!

It was all thanks to the same secretary she kept pestering for information, the one who’d provided that list of new students in the first place: Moonlight Cascade. She was a tall and imposing bat pony mare, whose long white mane always drooped down over one eye. Despite those intimidating looks, though, Twilight had quickly come to count her bat pony secretary as both one of her dearest friends and one of her most helpful workers here at the school. Even better, having her as a personal assistant freed up more time for Spike, who was hanging out with Smolder an awful lot these days. Moonlight had started out entirely professional, and she could still be perfectly professional when the situation called for it … but it had quickly become much more. At this point, it was common for the dour-looking bat pony mare to join Twilight and Rainbow in three-way trysts whenever the students were away.

It had been Moonlight’s idea to send a School of Friendship invitation to the secretive colonies of Luna’s bat ponies. Twilight hadn’t thought it would amount to much at the time. The bat ponies rarely ventured out of their underground colonies. But to her surprise and elation, dozens of new bat pony students had signed up to attend the School of Friendship. She truly owed a debt of gratitude to Moonlight for that!

In fact… No better time than the present to pay a little of that debt, was there? “Thank you so much for sending out those invitations, Moonlight,” she said, rather than asking yet another question about the new students. “I can’t wait to see all the ways this is going to benefit relations between the bat ponies and the rest of Equestria. I just… I really hope it turns out well. What if—?”

Moonlight made a little “Hmm” sound … which was pretty much as close as she ever came to outright laughter. “Oh Princess, stop worrying so much. This is nothing compared to what you’ve already done. Ever since you invited your cadre of bat pony guards into the castle, they’ve become more and more integrated with the community here in Ponyville. They’ve even invited their friends! There are quite a few bat pony families living here now, some of them not related to your guards at all.”

“I know, I know.” Twilight looked up at her. “That’s how I met you, after all.”

“That was a fun day. Since you were already so familiar with bat ponies by then, I really hadn’t thought that the Princess of Friendship would be scared of me.” Moonlight’s little smile – barely perceptible – showed just how truly she was amused by that memory. Twilight knew she loved bringing it up.

It had been awfully memorable, after all. Even though Twilight had been around plenty of bat ponies before, she’d never met one like Moonlight before or since … and she’d been startled enough that first time to actually jump into the air, flapping like crazy without managing to actually gain much altitude. “I wasn’t scared … I was just, um, startled a little. You know… There’s something about the way you look at me sometimes that reminds me of how Celestia would look at me. How she’d look at me if I was in trouble for something.”

“I see,” Moonlight said sagely. “And do you still think I look that way when you’re muzzle-deep in Rainbow and me?”

“That would just be too weird. Celestia’s like a second mother to me!” No matter how many times Moonlight teased her like that, it still made Twilight blush. She knew Moonlight loved seeing her like that, but did her best to overcome it and move on. “But I would like to thank you – and all the other bat ponies who’ve come – for making Ponyville your home. I couldn’t imagine what it would be like without you anymore.”

“Did you know that a few of them have even started working in the spa, helping out ponies who want a late night massage? Soon, you’re even going to see them getting married to ponies of other kinds – just wait and see!”

Oh, Twilight could believe her about that last part. One of her own closest friends had been ‘dating’ one of her original bat pony guards for a while now. Applejack and Starglide Fangling. Only … nopony ever saw the two of them actually out on a date. Sure, Applejack would sometimes bring him a pie or something while he was on shift, but it wasn’t as if the two of them were ever seen going to a restaurant or a show or … anything together.

It wasn’t until Twilight had finally caught the two of them together that she finally understood what constituted dating between the two of them.

It had been only a couple days before harvest, and Applejack had asked for Starglide’s help getting ready. Of course, Twilight had agreed to give him the time off. Even besides the fact that she’d do just about anything for her friend, it was only fair since both Applejack and Applebloom were helping out with the School of Friendship these days. After they’d helped so much, how could Twilight begrudge the Apple family a little help in return? And Starglide had seemed very eager to help, even though it was a daylight assignment, outside, which the bat ponies usually loathed.

Once Twilight found a break in her schedule, she’d headed right out to Sweet Apple acres to see how the two of them were getting along. She spent tons of time with both Applejack and plenty with Starglide at her side, but she so seldom saw the two of them together. She’d figured it would be fun to get to know the couple, rather than just the two individual ponies. They seemed so different from each other. What would they be like together?

When she reached the farmhouse, though, the only pony there was Granny Smith, sound asleep. That was ordinary enough. Of course everypony else would be out working in the orchard.

She never did find Apple Bloom, but when she found Applejack, she found the farm pony decidedly not bucking apples. Applejack was the one being bucked. By Starglide. Hard.

Not knowing what else to do and not wanting to rudely interrupt them, Twilight had defaulted to hurrying behind the nearest apple tree, where she peeked out and watched. She knew it wasn’t quite right to spy on them like that, but she just couldn’t help herself. Once she was hiding, she had to see what they were doing, didn’t she?

Even from her distance, the scent was clear. The scent of a mare in the ripest middle of her heat cycle. And she knew it wasn’t coming from herself. Starglide was absolutely plowing Applejack from behind, in the traditional – and oh-so-satisfying – mounting position. Twilight licked her lips a little as she watched his big, familiar cock stretch her friend’s pussy as it slid powerfully in and out. Seeing the veined contours of Starglide’s cock shimmering with slick juices in the sun was just so mouthwatering…

“Don’t stop,” Applejack had breathed desperately. “Do it!”

And as Twilight watched, trembling in place almost as much as Applejack was, Starglide did it. He bit down on the back of Applejack’s mane, his bat fangs sinking animalistically into the thick braid, and he shoved himself against her as hard as he possibly could, driving his cock all the way inside Applejack and holding it there.

At first, there wasn’t much for Twilight to see. Starglide’s balls clenched up tightly. His tail twitched rhythmically up and down a bit. And Applejack made an odd little whimpering sound deep in her throat. Soon, though, there was more than enough to make Twilight’s eyes go wide. Between Applejack’s tightly stretched pussy lips and Starglide’s still-pulsing cock, a bead of white appeared, quickly growing into thick streams that trailed down both of Applejack’s legs.

Wow… As long as Twilight had known her, Applejack had been such a mare’s mare, never seeming interested in any stallions. But there she was, getting pumped full and bred right in front of Twilight. She’d never thought she’d see her friend like that, but it seemed that finding the right bat pony was all it took.

Twilight smiled wide, no doubt making Moonlight Cascade wonder why she was grinning so broadly. But it just made her so happy to think of Applejack finally finding complete fulfillment, not to mention the idea of getting to meet a new generation of Apples in a few months’ time.

* * *

Scootaloo headed through the School of Friendship’s hallways with as much resolute purpose as she could manage. She’d been helping run the school – well, providing some top-quality tutoring, at least – for a while now, so she shouldn’t have felt so nervous about it. Nothing wrong with being here, and nothing wrong with talking to the headmare. She talked with Twilight Sparkle all the time.

Not like this, though. Not about this. This was private. But who else could she ask?

As she came up to Twilight’s office, she needed to go past the two bat pony guards standing at attention outside. That was new. Were they on guard at all times now, or was this some kind of special occasion? Had somepony threatened Twilight?

The way the two bat pony guards fixed their eyes on her as she walked past them made her fur stand on end … but it also made her tail rise up and gave her a strange tingling sensation deep inside, too. That was just the kind of thing she needed to ask Twilight about. If she could work up the nerve to bring it up.

Well, now was the time. She stood right in front of the door to Twilight’s office now, with those guards to either side of her. And the last thing she wanted was to stand here and have them start questioning her odd behavior. She knocked on the door.

“Yes, are they here already?” Twilight said from the other side.

“No, it’s me.”

“Come on in, Scootaloo.” Twilight must have recognized her just from her voice. That was nice. It made Scootaloo feel a little better about what she needed to ask her.

Once inside, Scootaloo was disappointed to see that Twilight wasn’t alone. That tall bat pony mare was here. Her secretary, Moonlight. Scootaloo liked Moonlight well enough, but the mare always seemed so serious all the time. She couldn’t ask what she needed to ask with Moonlight here.

Twilight seemed to pick up on her trepidation. “What’s wrong? Did something happen?”

“No, um… I just need to talk to you about something.”

“About what?”

Scootaloo could already feel her cheeks getting hot. She was blushing, and she hated blushing, especially in front of somepony like Moonlight. She tried taking a deep breath, but she wasn’t sure it actually helped that much. “I need to ask you about something. Something, uh, private.” She looked pointedly at Moonlight.

That was enough to raise Twilight’s eyebrows. “Private? I thought you’d go to Rainbow Dash with that kind of thing. You two are awfully close, right?”

She shook her head. “Kind of too close, I guess? And besides, she’s out at her Wonderbolts show right now.”

With a helpless little shrug, Twilight nodded and gestured toward her secretary. Moonlight, who hadn’t so much as moved since Scootaloo came into the room, nodded in return, briskly walking out of the room and closing the door behind her, leaving Twilight and Scootaloo alone together.

“I didn’t even know about that Wonderbolts show,” Twilight said. “It must have been very last-minute. It’s a shame. I know my guards are going to miss her. Now what is it you wanted to ask me about?”

Suddenly, Scootaloo was feeling an intense need to justify coming here. “It’s, um, something I thought the Princess of Friendship might be better at explaining anyway, so…”

Twilight just sat behind her desk, watching patiently. It looked like Scootaloo wasn’t going to be able to put off actually saying it any longer.

So she said it: “I’ve been staying with my aunts, and every night I hear them, you know, doing things in their bedroom. And I guess I just want to know, like, what’s the big deal about it?”

Laughing a little, Twilight relaxed. “Oh, is that what this is about? I guess I should have known. You are starting to grow up, after all. Well, when two ponies love each other very much, the mare takes the stallion – or, I guess in your aunts’ case another mare – and she—”

“No no no.” Scootaloo shook her head. “I know all that stuff. My aunts taught me about it a long time ago.”

A bit taken aback, Twilight was quiet for a moment, her face quizzical.

“I wanna know why ponies are so obsessed about it all the time! What makes ‘em want to do it over and over again? What’s so great about it, anyway?”

* * *

Twilight licked her lips slightly as she listened to the filly – or young mare, actually – talk. Her bat pony guards could always provide her with all the cock she could ever need, and both Rainbow Dash and Moonlight Cascade were there whenever she had a taste for mares… But there were certain fantasies left unfulfilled. Being the very first pony to taste an innocent virgin filly was right at the top of that list.

It was something she’d been thinking about for a while, actually. A little niggling feeling in the back of her head ever since she’d moved to Ponyville and met the three fillies – Scootaloo and her two friends. It was getting to the point where she’d had dreams about them. Sometimes all three of them, sometimes just one at a time. She was lucky Luna hadn’t checked in on any of those dreams! The only reason she’d never thought of actually trying anything with the three of them was because they were her own friends’ younger sisters. Well, Rainbow was more of an honorary sister, anyway. But the effect was the same. Rainbow might be the most permissive of the bunch – especially since she was already fooling around with Twilight pretty regularly herself – but she knew that even Rainbow wouldn’t stand for it if she approached and seduced innocent little Scootaloo.

Now that Scootaloo had come to her, though… Well that was entirely different, now wasn’t it? She knew she had to make her move now. It was now or never. “Well,” she said softly, gently, “I can definitely see why you came to me. And you made the right choice. I can show you everything … if you’re sure you want me to.”

Scootaloo hesitated for just a moment. Almost imperceptible, but it was there. But it went as quickly as it came. She nodded resolutely, as if forcing herself to go through with it.

Twilight grinned. This was going to be fun. “Wonderful! Why don’t you go ahead and get up on the desk in front of me?”

“On the desk?” Scootaloo looked up, her nose scrunching.

“That’s the easiest way, isn’t it?”

Scootaloo still looked a little skeptical. “Easiest way for what?”

“The easiest way for me to start showing you why everypony likes sex so much.”

“Well, okay…” Scootaloo took a deep breath, then leapt upward, her wings buzzing to give her just a little extra bit of lift. She actually made it up pretty easily – she’d been getting better at that. Maybe she’d fly one of these days after all.

Normally, Twilight would have been appalled at the possibility of hooves scuffing up the nice shiny wood of her desktop, but not now. Right now could just be an exception. It wasn’t every day she got an opportunity like this with a filly as cute as Scootaloo, and she wasn’t going to pass anything up just for something as silly as trying to protect the finish of her desk.

Scootaloo made a bit of a show out of walking brazenly across the wide expanse of Twilight’s headmare desk until she stood right in front of her. “Okay, now what?”

Reveling in the feeling of this actually becoming real, of how close Scootaloo was, Twilight grinned. Wonderful. She used her magic to lift the filly up, flipping her over and turning her around.

“Hey!” Scootaloo shouted, unable to do anything about it.

Twilight laid her down on the desk right in front of herself. Scootaloo’s legs stuck straight up and her tail still tucked closely between them. As soon as Twilight released the magical hold, though, she saw to that – she held Scootaloo’s legs in her forehooves and slowly spread them apart.

Slowly – almost teasingly – Scootaloo’s tail relaxed as her legs spread. The vista that opened up for Twilight was magnificent. The bountiful little orange curves of Scootaloo’s inner thighs moved aside to first show just little hints of her darker orange vulva hidden behind that unruly magenta tail.

And then she finally got to see what she’d been dreaming about for so long. As Scootaloo’s tail dropped out of the way, it exposed her absolutely perfect little pussy. Twilight’s heart skipped a beat. She’d been expecting something especially delicious-looking, but this surpassed all she might have hoped for. Scootaloo’s pussy lips were adorably pert and flawlessly smooth. The teardrop shape of her vulva was nestled snugly between her firm, athletic ass cheeks and showed just the tiniest hint of glossy pink slit between the soft and rounded outer lips.

Twilight couldn’t afford to just stare breathlessly forever, though. Scootaloo was staring at her, already looking a bit annoyed at having been tossed around with magic like that. So Twilight moved on with things. Her hoof trembling at the audacity of doing so, she slid down the length of Scootaloo’s hind leg and gently touched the plush bulb of Scootaloo’s lovely little treasure. “So, to start with, do you know what this is?” Twilight had to resist the impulse to rub and squeeze it to her heart’s content, even though she could already tell it was heartbreakingly soft and pliant under the most sensitive center part of her hoof.

“Uh-huh. I told you. They taught me all of that stuff. That’s my cunny.”

Well, Scootaloo’s aunts certainly hadn’t pulled any punches with their choice of vocabulary in their little talk, had they? All for the better, really. Twilight smiled, still holding her hoof there. “And did they tell you what you can do with it?”

“They said that if I let a colt put his cock inside it, I’d get pregnant. And something about kissing it? That seems really weird. Why would anypony want to kiss me there? It’s gross!”

As Twilight watched fixatedly, Scootaloo’s legs spread just a little wider, causing her pussy lips to part a bit, showing just a hint of pink depth in her slit. “Gross is a matter of perspective,” she said primly. “I think you look amazing down there. Do you want me to show you why ‘kissing’ like that is so much fun?”

“Okay, I guess…”

Scootaloo sure wasn’t being her ordinary cocksure self … but that was understandable. This would be an entirely new experience for the filly. And Twilight was going to make sure that Scootaloo enjoyed it as much as she did.

She started off nice and slow, even lowering her head down between Scootaloo’s legs slowly. And all she did at first was the tiniest, gentlest touch of her lips possible.

“How does that feel?” Twilight asked, pulling away to avoid overstimulating the filly as her lips moved.

“Uh… A little tingly, I guess? It feels kind of good maybe.”

“Good, good. Now let’s try stepping it up a little bit.” This time, Twilight planted a firm, heavy lick all the way up from the base of Scootaloo’s slit to the very top of the round bulb over her little filly clit.

That got the right reaction! “T-Twilight!” Scootaloo stammered. “It feels— Aaah!”

Twilight didn’t even wait for Scootaloo to say it, she licked again. Those little pussy lips were so smooth and supple sliding against her tongue, and even Scootaloo’s scent was clean and innocent. Twilight breathed it deeply before going for more and more smooth, steady licks along the outside of Scootaloo’s vulva.

Quickly, Scootaloo’s breathing turned heavy, with just a hint of a raspy moan with each exhale.

But Twilight was only getting started. As soon as she started tasting Scootaloo’s tangy juices, she started using more pressure, especially in the middle, letting her tongue slide inside Scootaloo’s slit just slightly.

That earned her some throaty, full-on moans. Soon enough, it also earned her a wink.

“Woah!” Scootaloo said as soon as her pussy winked the first time. “What was that?”

Twilight was in no position to explain, though. Instead, she used the next wink as an opportunity to finally try licking Scootaloo’s clit directly.

The result was instant. Scootaloo’s whole body jerked, and she let out a little shout.

Pulling away again, a thin clear strand of Scootaloo’s juices still connecting her lips to Scootaloo’s pussy, Twilight gave the filly a slight break. “Was that too much?”

“It was… It was amazing!” Scootaloo took a couple panted breaths. “Can I try it?”

Twilight cocked her head to the side a little. That didn’t make any sense… “But I just did try it with you. Did you mean that you want me to try doing it again?”

“No no, I mean … can I try doing it on you? I’ve gotta find out what that’s like!”

It brought a big wet smile to Twilight’s face to see Scootaloo opening up like that. The filly was finally starting to get comfortable with this, which meant her adventurous side was coming out again. And, of course, Twilight would be more than happy to have the filly’s face buried between her hind legs. She was already winking like crazy against her seat, no doubt leaving a little puddle there. But she didn’t want to give up what she was doing between Scootaloo’s legs either. Thankfully, there was an obvious solution. “Sure,” she said, “but let’s do it a little differently. There’s a really nifty little trick I want to teach you.”

“Do it!” Scootaloo said eagerly.

“Mind if I move you with my magic again?” That had seemed to annoy Scootaloo the first time, so it was probably better to ask first this time.

“I can handle anything!”

Wow, she really was getting her confidence back, wasn’t she? That suited Twilight just fine. She lifted Scootaloo high with her magic, sliding up onto the desk herself while holding the filly above her. Not a bad view, actually … especially as she rotated Scootaloo around into the right position to find out what a sixty-nine is. She still had a bit of cute filly roundness in her belly, and the tiny nubs of her teats were wonderfully subtle – Twilight had to work hard just to see them. And then, of course, there was Scootaloo’s little orange pussy dripping juices down on her as it winked open, showing the hot and excited pink inside, not to mention her adorable heart-shaped clit peeking out shyly.

Scootaloo figured it out quickly as Twilight lowered the filly onto herself. “Oh, I get it! Now we can both do it!”

Twilight set Scootaloo down on herself, belly-to-belly. It was nice how lightweight the little filly was, making it easy to breathe even though she was on the bottom. “That’s right,” she said just before losing control and taking that beautiful virgin pussy right in front of her for all it was worth. “This is called the sixty-nine position, and it’s one of my favorites to use with another mare.”

“One of your favorites?” Scootaloo asked. “What about the oth— Mmm!”

Unable to resist any longer, Twilight had gone right back to work on Scootaloo’s delicious pussy, taking the whole bulb around the filly’s clit in her mouth and suckling gently on it. Her pussy lips were so soft, but she could feel the firmer nub of Scootaloo’s clit deeper inside as she moved it around. Everything about her was just so pert and petite, so smooth and plush. She’d apologize to Rainbow and Moonlight for thinking so if she ever had to, but Scootaloo’s young pussy was by far the loveliest Twilight had ever tasted.

It took a few moments, but Scootaloo finally overcame the shock of what was happening to her own pussy enough to reciprocate. And – as Twilight should have guessed from knowing the filly – Scootaloo was not subtle or bashful about it. She dove in face-first and went for it.

Given Scootaloo’s enthusiasm, it wasn’t easy for Twilight to even tell what Scootaloo was doing down there … except that she was doing quite a lot. She felt as if there were half a dozen ponies eating her out all at once – something she had used her bat pony guards to experiment with from time to time – and all she knew was that Scootaloo’s eager tongue and lips seemed to be everywhere. That suited her just fine, though. It probably would have been far too much for another filly as inexperienced as Scootaloo, but for a mare as experienced as Twilight was these days – not to mention incredibly turned on – it was perfect. Scootaloo’s fast, sloppy tongue work sent pulsing waves of much-needed pleasure up through Twilight’s body, finally fulfilling the need that had been growing inside her ever since Scootaloo confessed her desire … ever since she first met Scootaloo.

For her own part, Twilight buried her muzzle between Scootaloo’s firm round cheeks, lavishing plenty of attention on the winking orange pussy lips in front of her. She was careful not to overstimulate Scootaloo, easing her into more and more intense attentions. Soon enough, though, she was able to do everything – plunging her tongue deep inside, suckling directly on Scootaloo’s clit, squeezing Scootaloo’s whole vulva with her muzzle – and Scootaloo still didn’t show any signs of it being too much for her to handle.

And, actually, Scootaloo was far more adventurous than Twilight had ever expected her to be. The slick wet tongue teasing the outer rim of her tail-hole was unexpected, but far from unpleasant. Still, she couldn’t help but gasp a little at the surprise touch.

“Did I do something wrong?” Scootaloo asked, suddenly yanking back.

“No, no. It was lovely,” Twilight assured her. “I just wasn’t expecting that. Here, let me show you what it feels like.” Leaning her head up slightly higher in order to reach, Twilight delicately ran her tongue across the firm round pucker of Scootaloo’s tail-hole. She traced the little ridges of it, running her pointed tongue in a circle around the filly’s earthy-tasting ponut.

The effect was immediate. Scootaloo’s tail twitched and her pussy winked again. “Woah! I didn’t think it’d feel that intense!”

Grinning wickedly now, Twilight went for the hole itself, even plunging her tongue slightly inside it. Scootaloo squealed, but she didn’t back away. She actually pressed down a little harder as Twilight worked her magic touch across her sensitive tail-hole. As fun as it was to make Scootaloo squirm like that, though, Twilight knew the deepest pleasure was to be had elsewhere.

When Twilight went back to licking the filly’s pussy, she didn’t feel the return of Scootaloo’s sloppy but enthusiastic efforts. Not that it stopped her. She lapped lovingly at Scootaloo’s lovely budding marehood, exploring and caressing every last curve and contour of it, relishing it and committing it to deepest memory. Who knew if she’d ever get a chance like this again?

Scootaloo, though, was working through the intense pleasure, trying to say something … though she couldn’t quite get it out until Twilight lightened up, just licking the outside of her pussy. Even then, Scootaloo’s breath still came in raspy little pated gasps. “What’s … what’s your other … favorite position?”

Twilight stopped then. Should she do it? Oh, why not? She had said she’d show Scootaloo everything, hadn’t she? “Okay. It’s going to take a bit more rearranging, though.”

This time, she didn’t wait for permission. She just lifted Scootaloo up in her magic again. This little maneuver wasn’t any less convoluted than the last, twisting Scootaloo around and flipping her over. Twilight sat more upright as she moved the filly into place, interlocking their legs one over the other until their two winking pussies could almost kiss.

“Huh?” Scootaloo said. “Neither one of us can reach like this. How am I supposed to get my mouth down there?”

Ignoring the trivial questions for now, Twilight leaned in and kissed Scootaloo. It was obvious that Scootaloo hadn’t been expecting it. At first, she instinctively yanked her head away … but then she brought it ack, venturing a hesitant kiss of her own, and things just went deeper from there. Twilight could taste herself on Scootaloo’s lips, and she was sure Scootaloo could do the same. Moving naturally, without having to think about it at all, their bodies slid even closer to each other.

“We don’t need to. Just hold… Yes, just like that and … there we go.” Twilight pressed a little more tightly against her.

As soon as they made contact, Scootaloo’s eyes went wide. “Woah!”

“Mm-hm. Feels nice, doesn’t it?” Twilight began gently rocking her hips, gliding the two of them against each other. “This is called tribbing or scissoring, and it’s just about my all-time favorite way to have fun with another mare.” And not for any lack of reason, either. She was already quite enjoying the sensation of Scootaloo’s plush pussy lips rubbing against her own, of the sweet little filly’s juices mingling, of the warm pressure from the young mare’s body responding just like hers. It was one of the most incredible feelings in the world.

Scootaloo sure seemed to be enjoying it, too. She leaned back a little to press herself more firmly against Twilight, her tight young body tensing as her fur stood on end, her voice cracking a little as she moaned deeply. “Oh my gosh! It’s so—” Another long, involuntary moan blocked her voice before she could finish.

Perfect. Smiling to herself, Twilight upped her pace just a little, making sure to rub her clit right against Scootaloo’s. They’d already both gotten smeared with enough slickness to make the back-and-forth glide very nice indeed, but what really made things special were the little moments where her and Scootaloo’s winks would happen to coincide. When both pussies winked open, kissing together their sensitive inner walls, rubbing their protruding clits together, it sent little explosions of pleasure shooting through Twilight’s body. Almost more than she could handle.

It was more than Scootaloo could handle. “T-Twi—!” she gasped harshly, her body already tensing up. “I’m…” She seemed to go crazy after a little bit jiggling in place uncontrollably in her clumsy attempts to get more and more pleasure for herself. The motion grew so frantic that little splatters of mare juices sprinkled out, some landing on Twilight’s highly sensitized teats. It was all actually a little too over-stimulating for Twilight … but faster than she would have thought possible, it sent Scootaloo right over the edge.

Scootaloo froze in place suddenly, her hind legs clenching hard against Twilight’s thigh. Twilight could feel the trembling of Scootaloo’s body, the pulsing of Scootaloo’s pussy against her own, and Scootaloo’s squeal of orgasm was loud enough that the guards still outside had to have heard her as clearly as if they were in the room. Scootaloo squealed all the way through what must have been her very first orgasm, her hot filly juices soaking into Twilight’s slit almost as if the filly was giving her a creampie … and then Scootaloo just went limp, dropping down against the desk.

Huh…

Taking a moment to calm down after that intense rush, Twilight propped herself up a little bit more and looked down at Scootaloo. Yes, out cold. Wow… She’d never actually seen somepony pass out from pleasure before. She hadn’t really thought it was possible. But apparently, Scootaloo’s first time had been very intense. It made Twilight worry a bit – had she done too much for such a young mare? But it also made her a bit jealous. She’d never felt pleasure so intense that it completely shut her down…

It wouldn't stop her from trying, though. And since Scootaloo seemed to be out for the count just now, maybe those bat pony guards on the other side of the door could help her instead.

* * *

Scootaloo gradually and groggily came to. The first thing she noticed was just how soaked she felt under her tail. But there was also an utterly relaxed and suffusing warmth deep inside her. She’d never felt anything like that. The closest thing she could imagine was that one time she’d gone to the spa and gotten a deep massage before sitting in the hot tub for hours. Even that heat and relaxation hadn’t reached as deep inside as she felt it now, though.

Slowly, she sat up. Yeah, that’s right. She was on Twilight’s desk. And there was Twilight … idly stroking a bat pony’s cock as she watched Scootaloo recover. Half a dozen other bat pony guards were watching her as well, all of them with their armor piled in the corner and their cocks exposed for anypony to see.

She sat bolt upright, suddenly feeling tense again. “W-what’s going on?”

Author's Note

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2 - The Adventurous Filly

“W-what’s going on?” Scootaloo asked, completely failing to come up with any reasonable explanation for what she was seeing. What were Twilight’s guards doing here? Why were they all naked, without all their armor? And why was she stroking one of them like that?

Twilight smiled … and she didn’t stop stroking him. “Feeling better now?”

“Uh-huh.” Scootaloo tucked her tail tightly against herself, watching the bat pony guards warily.

“Oh, don’t worry about them.” Twilight must have seen where she was looking. “They won’t even touch you … unless both of us ask them to. But while your were sleeping – and after Dusky took care of my needs – I started thinking about how much I enjoy stallions as well as mares. It occurred to me, maybe you would like to find out what it’s like to be with a stallion just as much as you enjoyed being with me. I’ve already given you a taste of one kind of sex, but we can continue if you want. Or you could just watch… I think I might need another round with Dusky here.” The stallion she was stroking looked down at her with a knowing, anticipatory grin.

Scootaloo gulped, looking at the bat pony stallions in a whole new way. The smell of sex was already filling the air, and not just the smell she was used to. There was a deeper, muskier scent now too, one that hadn’t been there when she was with Twilight, one that had never lingered in the room after her aunts had messed around. It had to be the stallions. She had to admit to herself that her curiosity was rapidly growing. Being with a mare had been so good … what would being with a stallion be like?

“And don’t worry about getting pregnant. I know you’re much too young. I can cast a spell to make sure you don’t have to worry about anything like that.”

Well, that settled it. If there wasn’t any risk, why not at least try it? Scootaloo nodded. “I wanna do it!”

To Scootaloo’s surprise, the first thing that Twilight did wasn’t any kind of lecture or anything – she pounced on Scootaloo, pinning her against the desk and kissing her passionately. For a moment, Scootaloo was too shocked to do anything, but she soon began to return the kiss, pressing up against Twilight just as eagerly as Twilight pressed down on her. It felt a little weird – but also really good – to have Twilight’s tongue sliding against her own. The strong, slightly rough feel of it. The oddly sour and musky taste of it. Was that Scootaloo’s own taste, from when Twilight had been licking her? Scootaloo reached up and wrapped her hooves around the back of Twilight’s neck, digging deep into the older pony’s orderly mane to pull her even closer. She couldn’t get enough of Twilight’s kisses and the warm, tingly glow that bloomed inside her at the touch of Twilight’s gentle lips.

They didn’t separate until Twilight pulled her off the desk, easing her down onto the floor next to it. Scootaloo breathed heavily, almost panting. She was used to physical exertion – probably more used to it than Twilight! So why did she feel so breathless and winded? Was it because she’d passed out earlier? Or was this sexy stuff getting to her that much, making her that excited? Or was it just because it was hard to breathe while kissing? But then why didn’t Twilight seem to be panting for breath?

Actually, Twilight looked really composed. She waved over the nearest bat pony stallion. That was … Dusky, right?

Twilight didn’t bother with any introductions, though. “Since he came inside me not too long ago, he’s still not totally hard again.” She held her hoof out, and Dusky obligingly reared up on his hind hooves, propping himself up on the edge of the desk. His cock flopped forward, rising up a little bit and wiggling right in front of Scootaloo’s face, closer than she’d ever seen before. It landed heavily right down on Twilight’s hoof. She started stroking it a little. “When stallions orgasm, they need some time to recover before they can have sex again, but you can help them by providing a little stimulation. And this is as good a time as any for you to learn that part.”

That didn’t seem to make much sense, though. “What about all those other bat ponies?” Scootaloo asked. “Couldn't one of them do it?”

“Oh, they certainly could.” Twilight started rubbing Dusky’s cock more purposefully. “And we’ll get to them soon enough. But you want to learn, don’t you? This part is important, so let’s take care of it first. Now watch carefully and see how I do it.”

Before Scootaloo could ask any more questions, Twilight leaned forward and licked Dusky’s cock!

Scootaloo’s jaw dropped. Her eyes went wide. Woah. Her aunts had never mentioned doing anything like this! It was … it was kind of like what she and Twilight had done with each other, wasn’t it? Only Scootaloo hadn’t dreamed that she could do the same thing with a stallion.

And, wow … there was just so much to lick! Twilight ran her tongue slowly up and down the length of Dusky’s cock, all the way from his tip to his sheath, always only touching one little part at a time. This wasn’t anything like licking a cunny, was it? She’d better pay attention! Lucky for her, it was easy to see. Twilight was a good teacher. She kissed and licked the stallion’s shaft wetly, focusing mostly on the front and top half of it, though she was making sure to touch each and every part. She even leaned way down and nuzzled his balls, kissing and licking them, lifting them up with her nose and inhaling their scent.

“You’re even doing his balls?” Scootaloo asked. “Does that even feel good?”

“It feels very good!” a deep voice said from above. It took Scootaloo a moment to realize it was Dusky himself talking. Somehow, she hadn’t been thinking of him as a pony, just as a stallion.

That was when Scootaloo made the crucial mistake of making eye contact with him. A warm feeling flooded deep inside her. Something completely new, something she hadn’t even felt when she was with Twilight. And at that point, Scootaloo knew she was going to go through with it. She was going to do everything. Too late to turn back now.

Twilight didn’t pause what she was doing to say anything. She seemed to be getting really enamored with Dusky’s balls, rubbing her face all over them and trying to get one of them into her mouth. Not very successfully – they were much too big and round – but she did manage to get her lips wrapped halfway around one of them, suckling on it as if she was a foal on a teat.

And it sure seemed true that it was making Dusky feel good. His cock was growing, stiffening … and in the process, it was getting closer to Scootaloo.

This was far more up-close and personal than Scootaloo had ever been with a stallion’s … stallioney parts. The tip of it was so flattened out. Somehow, she’d thought it would be rounder than that. And it had this slightly raised hole off-center near the bottom of it. She hadn’t expected so many different textures, either. Kind of rough and bumpy-looking at the tip, but then slick and smooth along the upper part of the shaft, then a big, intimidating-looking bump of his medial ring before it got all veiny and thick near the base. Without realizing it, she licked her lips. There was a little drop of milky-clear fluid building up on that hole in his tip. What … what would it taste like? She was already smelling it, the deep musky, earthy smell of a stallion. Would it taste like that? How would that even taste? She couldn’t imagine it.

Scootaloo was just about to lean in and lick that drop off, just about to find out what it tasted like, when Twilight licked her way back up his shaft and snatched the drop up herself, drawing her tongue right up the front of his tip.

“There,” Twilight said. “Now do you want to do it with me?”

His cock was trembling hard now, jutting straight up toward Scootaloo’s face. “Um… It looks like he’s already ready to go.”

“Don’t worry about that. The point is for this to be educational.” She laid a hoof on Scootaloo’s back. “It’s okay if you don’t want to. Some ponies only like mares, and that’s fine. I wouldn’t want you to do anything you’re not—”

“I’ll do it!” Before she could second-guess herself, before Twilight could say anything else, Scootaloo darted forward and planted her tongue against Dusky’s tip.

It was warm. Warmer than she’d expected. And as hard as it was underneath, the skin of it was surprisingly soft and supple. Hesitantly, suddenly unsure of herself and whether she was even doing this right, she slid her tongue up and over the top of his tip … hopefully just like Twilight had done. If she’d expected any strange tastes … there weren’t any, not really. Mainly, she just tasted Twilight … and maybe a hint of something deeper and muskier.

“That’s the spirit,” Twilight said. “Now just follow my lead.”

Keeping up with Twilight wasn’t exactly easy. Scootaloo found it hard to pace herself at first. The more she slid her tongue across Dusky’s cock, the faster she wanted to experience all of it, every last bit of it. She kept getting ahead of Twilight, which would make Dusky’s cock move to one side or the other between them. Soon, though, Twilight reached up with one wing. She caressed the side of Scootaloo’s face with it at first, then used the feather-light touch to guide Scootaloo’s movements along the bat pony’s cock.

That worked. Scootaloo quickly got the hang of it, matching Twilight’s pace perfectly now that she had a little help. Now she could just enjoy the feeling – the rounded side of Dusky’s cock filling her mouth and rippling across her lips, with all of its surprisingly complicated little contours.

When they’d finally worked themselves up and down, up and down all the way to his sheath, Twilight didn’t stop there, so neither did Scootaloo. They both squeezed down between his hind legs, forcing them very close together in the musky, steamy confines. Scootaloo hesitated a brief moment before pressing her mouth against his heavy-hanging sack, but Twilight didn’t. And when Twilight nuzzled one huge, hanging orb, that pushed the whole juicy bundle to the side a little, toward Scootaloo. Dusky’s balls met Scootaloo’s lips and bulged up over her nose. They were a lot firmer than she’d thought they’d be. She’d always imagined they’d be kind of … squishy. But no – she could feel the firm mass of the big nut inside pressing against her. It felt so full, so brimming with potential.

“Tell him how you feel,” Twilight whispered. “Tell him how much you’re enjoying his cock. Trust me, it works wonders, especially coming from a cute filly like you.”

For a moment, Scootaloo was doubtful … and a little confused. How would talking to him be a better use of her mouth than what she was already doing? And what would she even say? What was a mare supposed to say in situations like this? Anything she could think of just seemed really silly. But Twilight did know a lot more about this stuff than she did, so maybe she should try… “Your cock is, um, really nice,” she said, looking up at him with the tip of it still against her cheek. “So big and warm, and I, uh… I like the way it feels against my mouth!”

Grinning back, Dusky reached down and ran his hoof through Scootaloo’s mane lovingly. And his cock actually did throb harder against her cheek! It really worked!

And just like that, her hesitation was gone. Something very primal had clicked inside her, and now all she wanted was to release that potential, to feel it on her and in her. She opened her mouth as wide as she could, trying to suck the whole thing inside, but of course she was too small for something so big. She did manage to get her lips wrapped almost halfway around it, though, and she happily swiped her tongue across the smooth warm skin in between.

At first she wasn’t quite sure what all the fuss was about. It was interesting to find out about stallions so up-close and personal, but this was nothing like what she’d done not long ago with Twilight. When Dusky moaned, though … then she started to get it. To hear him making sounds like that because of what she was doing… Okay, her and Twilight, but still. It made her feel warm and flustered under her tail to know what she was doing to him, how she was making him feel.

That wasn’t the only thing she felt under her tail, though. As she worked her way back up Dusky’s shaft, Twilight’s wingtip felt its way around the curve of her flank before plunging down to brush its feather-light touches up and down Scootaloo’s suddenly needy pussy lips, making her wink and drip again. Oh yeah – this was nice!

“Mmm! Twilight!” Scootaloo moaned against Dusky’s cock. “So good…”

It wasn’t destined to last for long, though. “Princess,” one of the other bat ponies said, “you needn’t dirty your wings. If it is not out of place to ask, may we serve you and the filly while you…?”

Twilight took her mouth off of Dusky’s cock – with Scootaloo quickly taking her place – before responding. “Oh, um, sure. But tongues only for now, okay? We’ll get to the rest … later.”

Getting all rearranged was annoying. Dusky had to get out of the way first, lifting off with a couple flaps of his leathery wings, and that meant Scootaloo no longer had access to that huge, intriguing cock of his. “No!” she whined. “Keep your cock in my mouth! Don’t take it away!”

He seemed to know what he was doing, though – the moment he landed, he flopped down onto the soft carpet in front of Twilight’s desk, lying belly-up with his cock bouncing just above him. Scootaloo was the first to reach him, instantly planting her tongue in the crease between his balls again, hoping to hear another moan. Twilight was only a little bit behind, starting to work at the tip of Dusky’s cock.

The important part, though, was what everypony else did. All four of the other bat pony stallions came around behind Scootaloo and Twilight. And very soon, Scootaloo found out what Twilight had meant by ‘only tongues’. It didn’t seem very ‘only’ to Scootaloo. A whuff of warm breath made her tail shoot up, and then she felt the stallion’s big, broad tongue slowly stroke all the way from her winking clit to her clenching tail-hole. She shuddered in place, struggling to keep track of what she was doing with Dusky as another stallion joined in, lasciviously licking her cutie mark. That didn’t set off nearly the same tingling fireworks as what the first stallion was doing with her cunny and asshole, but it somehow made the whole thing more lewd and decadent. She let out a little bit of a moan, just because she couldn’t hold it in anymore. But when she heard and felt Dusky’s reaction to her moaning against his balls, she did it again, on purpose, giving voice to all the new sexual bliss she felt welling up inside her.

“Ready to try a bit more?”

Dusky’s shaft still between her lips, Scootloo looked over at Twilight. How could she have the presence of mind to talk when the other two bat ponies were going at her from behind just the same as what Scootaloo was experiencing? Scootaloo herself could barely manage an “Mm-hm”. Her eyes were going unfocused from the feelings under her tail.

“Okay,” Twilight said, “now keep in mind that you probably won’t be able to go as deep as me on your first try, but let’s start working on actually getting him inside your mouth, hm?”

It wasn’t easy to concentrate on what Twilight was doing, not with two bat pony stallions licking her from behind. Thankfully for Scootaloo, though, what Twilight was doing didn’t seem to be terribly complicated. She simply licked her way all the way up to Dusky’s tip, stretched her lips wide over it, and plunged downward, taking it into her mouth. Dusky seemed to be pretty familiar with her doing that – he lifted himself up to sit more upright, giving Twilight a better angle … which she used to her advantage, swallowing the entire length of his cock.

Scootaloo’s eyes went wide. Her tongue, still pressed against Dusky’s balls, rested still as she forgot to move it. Even the efforts of the two stallions behind her seemed to fade away as she stared at Twilight’s lips kissing against Dusky’s sheath, just inches away from herself. “Woah,” she mouthed, almost soundlessly. She licked her lips. “You think I could do that? You think I could take his whole cock inside me?”

After bobbing her head up and down just a few times, Twilight came back up for air. She was catching her breath, obviously about to say something…

Scootaloo didn’t wait for that. “Let me try!” she cried, going straight for it. Dusky’s cock – its dark-grey skin now glistening with slobbery wetness – towered over her, beckoning her. Just like Twilight had done, she licked her way up the front of his cock until her mouth was at the very tip. Twilight had made this look so easy… But now that Scootaloo was staring the mass of Dusky’s cock head-on, she couldn’t imagine being able to fit that thing inside her mouth. She hesitated for just a moment – just long enough for the two stallions behind her to catch up to her and start licking again – but she wouldn't let herself stop now. She wasn’t going to chicken out! Even if it looked impossible, she was darn well going to try!

So she opened as wide as she could, stretching until her lips stung and her jaw ached, and she worked on pushing herself down on Dusky’s cock.

“That’s it,” Twilight said. “Ease into it. You’re still a lot smaller than Dusky, so don’t worry about trying to get the whole thing. Just do what you can. I promise he’ll enjoy it.”

Well, Scootaloo was already doing as much as she could. Her mouth was completely stuffed full of warm cock and she couldn’t breathe at all. Was he enjoying it? She glanced up at his face.

Even with his weirdly slitted eyes, it was easy to read the abject pleasure in the stallion’s face. In fact, he really seemed to like it when she looked up at him like that. His eyes met hers with an unmistakable quivering longing. Or was that because Twilight had gone back to licking the rest of his shaft?

Scootaloo tried bobbing her head up and down like Twilight had, and that sure seemed to agree with Dusky … but it caused another problem. His tip suddenly started growing! It quickly wedged itself fully in her mouth, to where she could hardly move, stretching her jaw open painfully wide.

With a strained, muffled yelp, Scootaloo yanked herself off of Dusky’s tip before it could grow any bigger. “Oh my gosh! It’s like his cock is gonna split me open from the inside!”

And then she saw it. Dripping with her own spit, the tip of his cock had flared out into a bell-like shape at the end that was at least three times as wide as it had been before. Even as she rubbed her sore jaw, she couldn’t help but stare in amazement. Was that … normal? Was there something wrong with him? He did seem to be getting pretty red and flustered in the face…

“Woah!” Scootaloo said, her jaw dropping open as if to take the huge flared head of his cock inside again. “It’s… It’s so huge and … and tasty-looking!”

“Flaring already?” Twilight giggled. “Dusky must really like you, Scootaloo. Of course he does. Sexy little fuckable filly like you.” She kissed Scootaloo’s cheek. “You’re so adorable when you’re hungry for it like that.” Then she looked at how Scootaloo was rubbing her jaw. “Aw, sorry. He’s awfully big for you, isn’t he? For once, I wish I had a few guards who weren’t quite so well-endowed. Don’t worry, though. Colts your own age are going to be a lot smaller, so it’ll be a lot easier if you do this with them.”

Scootaloo was already starting to feel a lot better. The two stallions licking her from behind probably had a lot to do with that. She went back to what had been a lot more comfortable – just licking Dusky’s shaft.

Twilight grinned when she saw that. “You’re right – let’s finish him off that way!” She went right back to licking as well.

“Finish him off?” Scootaloo asked, only taking her tongue off of him for as much time as she needed to say it.

“You’ll know it when it happens, and it’s a lot of fun, just you wait and see!”

Well, Scootaloo had come here for Twilight’s advice, after all. She might as well trust what Twilight was saying. So far, licking Dusky’s cock had been interesting, but it hadn’t exactly felt good or anything. There were the stallions licking her from behind, of course, and that felt amazing! But it was very much like when Twilight herself had licked her. Was this all there was to sex? It felt really good, yeah, but she thought there would be more to it, given the way adults went on about it when they thought she wasn’t listening.

With Scootaloo and Twilight working together, it didn’t take long for them to ‘finish him off’. Twilight seemed to expect it, backing off and posing with her tongue held out as Dusky began to moan. But Scootaloo was taken entirely by surprise when a thick stream of white goo shot up out of his tip, falling back down to splatter over her mane. “Woah, what the hay!” she shouted.

Only as the second heavy splatter landed right across her muzzle and forehead did Scootaloo realize that this must be the cum stuff her aunts had told her about. But they had kept going on about what would happen if a stallion did it inside her. They hadn’t even mentioned what to do if it was splattering all over her face!

Her best guess was to just do the same thing Twilight was doing, so she pulled back a little, closed her eyes, and held her tongue out with her mouth wide open. Just before she closed her eyes, she saw the tell-tale violet magical field enveloping Dusky’s cock, Twilight using her unicorn telekinesis to point it right at the two of them.

Scootaloo was absolutely showered with jet after jet of warm, sticky cum. It plastered over her cheeks, her nose, and even one eye before a big dollop of it finally shot right into her mouth. Her nose was full of the deep, stallioney smell as the heat of it soaked through her fur. It was like being covered in hot honey … except that it tasted like sweat and sex instead of like sugar.

She instinctively closed her mouth on it, completely missing the next burst, which splattered against her closed lips. The flavor of it, though! Salty and just a tiny bit sweet, with a musky undertone that reminded her of the way he smelled. It was unlike anything she’d ever tasted before, but it was surprisingly good. It filled her mouth in a gooey, creamy way unlike any food she’d ever had, like it was trying to envelop and coat her tongue all on its own. “More!” she instinctively moaned out. “Don’t stop! I want it in my mouth! Fill me up with your cum!” She had to get more of it!

Lucky for her, getting more was pretty easy. Still a little tricky with her eyes being closed, but she leaned closer, holding her mouth wide open again. Maybe Twilight helped aim him a little, or maybe Scootaloo’s instincts were just that good, but she ended up almost right against the tip of his cock, letting his thick streams of cum just gush into her, filling her mouth until it overflowed, gooey cum dripping down from the sides of her mouth to her chin.

Those were the last few good gushes, though. He was starting to trail off, each spurt getting weaker and weaker. Scootaloo, her mouth already full, backed off a little, letting Twilight come in to catch the last few dribbles.

Scootaloo didn’t mind sharing at that point. She was in heaven. Mouth brimming full of that gooey goodness, the two stallions still licking her from behind the whole while. She swam in pleasure, reveling in just how absolutely inundated she was in sexual pleasure – she gulped down Dusky’s cum in little swallows, savoring the way each one slid slowly down her throat to land heavy and solid-feeling in her belly.

When she finally opened one eye, the first thing she was was Twilight staring back at her. Twilight’s face was plastered with gooey white smears, too. She grinned. “So, Scootaloo, how do you like your first taste of stallion?”

She swallowed the last bit of it and licked her lips. “It’s amazing! I can’t believe I waited so long to do this. So good!”

Twilight’s grin grew a little more self-satisfied looking. “Want some more?”

Looking back at Dusky’s cock, Scootaloo frowned slightly. “I don’t think he’s ready again yet.” It looked like he wouldn’t be ready again for a long while. His once-magnificent cock was shriveling up and pulling back inside his sheath.

Laughing a little, Twilight motioned for Scootaloo to come closer. At first, Scootaloo was a little confused … until a fat drop of cum dripped from Twilight’s nose down onto the floor, wasted. Oh! “Uh-huh! I want more of it!”

Instantly, they were on one another. Scootaloo licked a big fat drop of cum off the side of Twilight’s nose. Twilight moved a bit so she could lick a line of it right off Scootaloo’s lips. Every time Scootaloo felt Twilight kissing cum off her face, it made Scootaloo shiver in a kind of naughty ecstasy she’d never dreamed of feeling before. Or was that due to the stallions still eating her out from behind? Everything was blending together for her, into a huge swirl of erotic bliss that was on the verge of overwhelming her again. And the flavor! Scootaloo never would have guessed she’d like the taste o cum so much! She eagerly sought it out wherever she could find it on the short, velvety fur of Twilight’s face. And there was a lot to find!

Maybe not as much as she would have liked, though. It did run out. And after she’d licked up the very last drop, she was left just kissing Twilight again, savoring the slight aftertaste of cum in her mouth, and enjoying the stallions working on her from behind. As Twilight moaned and ran her hoof through Scootaloo’s mane, Scootaloo pressed her butt back against the bat pony stallions back there, as if she could get them to go deeper that way. For some reason, she really felt like she wanted them deeper.

Twilight seemed to pick up on that. She separated from the kiss momentarily. “You want more, don’t you?”

“Mm-hm!” Her response was more than half a moan – one of the stallions had just latched onto her clit as it winked outward for him. “I wanna be swimming in cock!”

“Well, lucky for you…” Twilight said, drawing closer. She whispered right into Scootaloo’s ear: “My guards have plenty more to give you. I think it’s time for the next step.”

Author's Note

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3 - The Satisfied Filly

Scootaloo looked up at Twilight and gulped. “Is, um… Is the next step what I think it is?”

Twilight grinned and nodded. “Are you ready?”

“I think so.” In truth, Scootaloo was more than ready. Or, at least her body was. It was starting to feel more and more like everything she’d been through so far had only been teasing, just a slight preview of what was to come. A deep-seated need burned inside her, and she didn’t know quite what to do with it … but she was definitely ready to learn. Or was she? She already had a pretty good idea of what would be involved, but the thought of having one of these huge bat pony cocks inside her was intimidating to say the least. Wouldn’t it hurt? Wouldn’t it split her open or make her pop like an over-inflated balloon?

“You’re not sure?” Twilight looked at her critically. “It’s a big step, and it’s okay if you don’t feel like you’re ready for it just yet.”

Scootaloo resolutely made her decision right there on the spot. “No. I want to do it. I want to try all of it!” It still felt a little scary, but she knew she couldn’t back down now. Not when she was getting so close to satisfying that new need inside of herself.

Twilight kissed her on the forehead briefly before turning around. “Well then, watch closely. Because this is where things get interesting.” She looked over her shoulder toward the remaining bat pony guards. “Hm… Squeaks, how about you? Come on over and let’s show Scootaloo how it’s done.”

The bat pony Twilight called ‘Squeaks’ sure didn’t waste any time about it. He rushed up into position behind Twilight. Like all the other bat ponies – besides the exhausted Dusky – Squeaks’s cock was fully hard and bouncing under his belly, ready to be put into use … and ready to be pushed inside a mare.

Twilight looked over at Scootaloo as she raised her tail for him. “It’s very simple, really, and I’m sure you’ll enjoy it. First, the stallion rears up and places his forelegs on either side of your rump.” She glanced meaningfully back at Squeaks.

He did exactly like she said, leaping up until the front of his body was on Twilight’s back. His cock already jutted up close to her winking pussy lips.

“Then the stallion presses forward, angling his tip in just the right way to place it against your entrance.” Twilight made an involuntary little gasp as the tip of Squeaks’s cock touched her back there, her face momentarily going blank as she was overwhelmed with the sensation of having him there. After a moment of cross-eyed bliss, she recovered. “If the stallion is too rough with a brand new mare like you, it could hurt, but don’t worry. I’ll make sure they’re very gentle with you. It’s going to be nothing but perfect pleasure, a nice firm fullness inside that hits just the right spot.” She looked back toward Squeaks again. “Go ahead. Nice and slow, as if I was a virgin filly.”

Right there in front of Scootaloo’s widening eyes, Squeaks’s tip pressed against Twilight’s pussy lips, pressing their forgiving softness slightly inward before they spread open and enveloped the head of his cock. He started doing slow, gentle back-and-forth movements, each time only going slightly deeper … but more and more of his shaft disappeared into Twilight’s pussy, to be drawn briefly back out glistening-wet with her juices before pressing inward just a bit more.

Scootaloo’s own pussy was winking and dripping like crazy under her raised tail. ‘Yes!’ her body was screaming to her. ‘This is what I want! Give it to me! Give it to me!’

It seemed like it was taking forever for Squeaks to get his whole cock inside Twilight. Scootaloo couldn't wait that long. She needed it now!

“I wanna try it!” she blurted out without even thinking it through. “Let him get on me instead!”

Squeaks paused for a moment … until Twilight looked up at him and shook her head slightly. He resumed pushing inside her. And Twilight … she looked at Scootaloo as if she was unaffected by the huge cock sliding into her, even though her voice had a slight hint of a moan to it. “Oh no. Squeaks is mine for now. But there are three other fine stallions waiting for you over there. Why don’t you pick one? Introduce yourselves, boys.”

“Private First Class Glimmerlight!” “Sergeant Night Spear!” “Captain Midnight Fray!”

Scootaloo stared at the three bat pony guards who’d stepped forward one by one. They all looked nearly identical, and they all stood there, looking all official and everything, standing at attention and staring straight ahead. How was she supposed to pick just one of them? She wanted all of them – she wanted all of them equally. But she had to choose one, right?

“Um…” she gulped, wracked with indecision. “Night Spear?”

“Nice choice!” Twilight said, her voice wavering slightly as Squeaks shoved his cock into her again and again. “Spear’s one of my favorites. He really knows how to spear a mare, if you know what I mean.” She giggled a little. “Then again, they’re all my favorites, aren’t they?” Squeaks pushed into her hard enough to make her squeak a little. “Mmm,” she mewled. “Especially you, Squeaks!”

Scootaloo’s attention was taken away from watching Twilight when Night Spear came up to her. He gave a polite nod of his head … and also a very primal-sounding whicker that sent her tail shooting upward all over again.

She looked up at him. “Um… Mister Night Spear, Sir?”

“Please, just call me Spear.”

“Okay, um, Spear…” Scootaloo knew what she probably should say. Something along the lines of ‘Are you ready to fuck me now?’ But for the life of her, she couldn’t figure out any way to say it that didn’t seem horribly awkward and super-weird. “Um…”

He leaned down and nuzzled her cheek a little. “Don’t worry. There’s nothing to be afraid of. I know how to be gentle, and I promise you’ll feel only pleasure. No pain. If you’re ever uncomfortable at all, just say ‘Stop!’ and I’ll stop right away, okay?”

“Um… Okay.” She gulped. Well, now was the time, right? Right?

Even though she wasn’t quite sure she was ready yet, her body definitely was sure. She could feel her pussy winking like crazy under her raised tail, dribbling hot juices down her thigh. She could do it. She could really do it. Right now! It made her fur stand on end, made her insides churn … and she couldn’t quite figure out if she was full of fear or full of excitement. But one thing was sure – she was about to be full of this stallion’s cock!

Forcing herself to make the plunge into these unknown waters, she turned around and braced her hind legs slightly apart, putting herself on full display for him. She felt so exposed, even though he’d already licked her there. Or had that been one of the other stallions? It was so hard to keep track of them. But this was different. This was going to be so much more!

Spear was every bit as slow and gentle as he’d promised to be. Since he was so much bigger than her, he could still reach the ground with his forehooves as he straddled her, which meant he didn’t have to put hardly any weight on her back.

And then she felt it. Just a warm, gentle touch right against her pussy lips. The tip of Spear’s cock.

“Ready?” Spear asked.

Scootaloo couldn’t find it within herself to say anything, but she nodded. Her insides were burning for him. She had to find out what it was like!

Soon – though not soon enough to satisfy the need inside her – she did find out. Spear’s cock pressed more firmly against her pussy lips, gradually spreading them apart. It slid into her so gently and gradually that she wasn’t even really sure exactly when it happened. At one point, he was just pushing against the outside of her entrance, and at another point he was definitely inside her … and she really wasn’t sure when one had became the other.

She really felt it now that it had happened, though. It spread her open inside, squeezing her almost uncomfortably wide. He was so much bigger than her! She could really feel that her little pussy had never been meant for a full-size stallion like him, even though he only had a tiny bit of his cock inside her.

“So big!” she managed to squeak out, feeling that thick warm mass prying her open from the inside out.

“Do you want me to stop?”

“No!” That was an absolute certainty in her mind. Already, she was feeling a buzz of deeper pleasure than Twilight had given her, touching places Twilight’s tongue could never reach. “Put it in me! Put it all the way in me!”

He did, but not fast and rough like Scootaloo had meant. He eased his cock into her gradually and carefully, making sure she was comfortable all the while.

At first that annoyed her. She was burning with need inside – how could he keep her waiting like this? But soon she was glad for how gentle he was being. It wasn’t just the way his cock stretched her and rearranged her from the inside. That, she felt like she could handle – the discomfort of that was more than made up for by the hot throbbing waves of pleasure flowing out of every little movement he made inside her. No, the moment she really became grateful for Spear’s caution was when he finally went as deep as he could possibly go, when the broad, powerful tip of his cock butted right up against her little filly womb.

“Aah!” she cried out. “It’s—!” She didn’t even know what to call it. It wasn’t painful, not exactly, not with how gentle he was being with her. But it was so intense! She couldn’t take it! She felt like her legs were going to give out and drop her on the floor.

“Okay, okay,” Spear said. “So that’s your limit. Don’t worry. Now that I know how much you can handle, I won’t give you more than you can deal with. You can relax now.”

He was right. She could relax now that he’d pulled back slightly. Even though she felt stuffed full to bursting with his big hard cock inside her, the discomfort was gone … and she was quickly beginning to trust him enough to believe he wouldn’t go too deep again.

Spear nuzzled her neck. “Ready to start again?”

She looked over at Twilight, at how much the older mare seemed to be enjoying being absolutely rutted by Squeaks – tongue hanging out, eyes rolled back, tail high, and pushing herself harder against him with every thrust. Wow … to feel like that… “Yeah,” Scootaloo said. “I’m ready for it!”

Maybe she hadn’t been ready for it. When Spear started thrusting in earnest, the pleasure of it just about wiped her mind blank. All she felt was the push-push-push of his huge cock into her, the way her inner walls glided across his shaft, the way her entrance winked and squeezed around his medial ring when it passed in and out of her. Nothing but big pulses of intense ecstasy running through her with every careful thrust. In no time at all, she was in even worse shape than Twilight, absolutely begging for more with every bit of her body … and only her body because her mind was basically gone.

Well, not her whole mind. There was at least one little part of her left in good working order. And that part of her knew exactly what it wanted.

Craning her head to the side, she could just barely see past Spear’s foreleg to where the other two bat ponies patiently waited. “Um, Glimmerlight?” she said, her voice strained from both unsure hesitation and the massive cock inside her that felt almost as if it was pushing all the air out of her lungs with every thrust. “Can you, um, come over in front of me?”

As she was starting to expect from these stallions, he did exactly what she asked for, right away. She’d been a little unsure if they’d do this kind of thing without Twilight telling them to first, but the desire was growing inside her too much to wait for all of that.

Even better, Glimmerlight seemed to know just what to do. All Scootaloo had to do was open her mouth and stick her tongue out, and he was already rearing up, holding onto Spear’s withers to steady himself and feeding her the tip of his cock.

That hit the spot. Scootaloo moaned around the tip of Glimmerlight’s cock as she enjoyed Spear spearing her from behind. She’d been craving more, and now she finally had it! She had more! She had all she could take! Her whole world was full of bat pony stallions and their big hot cocks.

Luckily for her, Glimmerlight seemed to know her limits better than she did, never pushing too hard into her mouth, even when she tried her best to entice him into it. And her pussy squeezed down all the more enthusiastically against Spear’s measured, rhythmic thrusts. It was like each source of sexual excitement was feeding back into the other one, making the other more intense!

What she’d done hadn’t escaped Twilight’s notice, either. Scootaloo could just barely see from the corner of her eye the way Twilight was looking at her approvingly.

It seemed like Twilight had been waiting for that moment of eye contact. “Midnight,” she said to the last remaining bat pony – besides the quite spent Dusky – who was patiently waiting. “I think I’ll have what she’s having.”

Twilight winked at Scootaloo. Cock still in her mouth, Scootaloo winked back. It was a nice little moment of connection. Even after all they’d already done together, it made Scootaloo feel like she was sharing herself with Twilight in yet another new and special way.

That wasn’t all Twilight had in mind, though. Just before Midnight mounted her from the front, she glanced up at Squeaks. “Why don’t you switch it up a little?” she said with a special wink just for him. Despite dealing with two stallions at the same time, Scootaloo couldn’t help but watch. Squeaks pulled his cock out of Twilight – now glistening wet – nudged it up a little higher, and then pushed it back inside her just as Midnight reared up and gave her his cock to suck on. Both of them pushed all the way inside her at the same time, almost perfectly synchronized.

If Scootaloo’s mouth hadn’t already been stretched wide around a bat pony’s cock, her jaw would have dropped. Had Squeaks really just shoved his cock where it looked like he did? That was another thing her aunts had never taught her about!

She had to try it!

As Twilight’s two stallions really started using her from both ends, Scootaloo pulled her mouth off of Glimmerlight’s cock. “I want to try it!” she shouted heedlessly, her lips still dripping from when she’d been struggling to suck him.

“Huh? Try what?” Glimmerlight asked. And although Twilight’s mouth was much too full for her to say anything, she was definitely watching with interest.

Still reeling with the new pleasures of being taken by a stallion for the first time, Scootaloo had to struggle just to stay coherent. It took her a moment to realize she’d been a bit unclear. “I want Spear to put it in my butt – like what’s-his-name did with Twilight!”

That was apparently crazy enough to bring everypony to a halt for just a minute. Twilight tapped on Midnight’s thigh urgently, which was apparently the signal for him to slide his long, thick cock out of her throat. “His name is Squeaks,” she said, her voice sounding oddly hoarse from her throat being so freshly pounded. “And … are you sure? It’s not an easy thing, and I wouldn’t really recommend it for a first-timer, especially with such a size difference…”

“You said you were going to teach me everything!”

“Well, okay…” Twilight took a deep breath and shook her head a little. It was weird seeing her move like that with Squeaks still deep inside her ass. She looked above Scootaloo, at Spear. “Take it very gentle with her, Spear.”

His weight shifted on top of Scootaloo as he answered with a crisp salute, “Yes Ma’am!”

That was only the beginning of him shifting around, though. As he slid his cock out of her, Scootaloo went back to licking Glimmerlight’s shaft, just to tide her over. She knew she wouldn’t be empty for long, and she was about to experience a whole new kind of sexual pleasure, one she’d never even imagined before!

After only a moment, Spear was ready. His tip, slick with her own inner juices, pressed lightly against her tail-hole. It felt so strange, touching her there. Not pleasurable in quite the same way. It still felt really good, but different. Just … a bit weird. Kind of like when Twilight had licked her back there. She was sure it would feel even better once he put it in, though. Why else would Twilight want to take a stallion in there?

“Are you sure you’re ready?” he asked.

Why were they making such a big deal out of this? “Oh yeah!” Scootaloo said, taking Glimmerlight’s cock out of her mouth just long enough to say so. “Shove it in me already!”

Spear didn’t shove. He pushed slightly, barely more than a nudge. All it did was put a little pressure against her asshole. Didn’t go inside at all. Still, she figured Twilight must have been right about taking it slowly, so she tried to tamp down her impatience and just focus on enjoying Glimmerlight’s cock in her mouth for now.

Even as Spear pushed harder, though, nothing seemed to happen. It was just starting to get uncomfortable back there.

“Try to relax your anal muscles,” Twilight said, confusingly – what did that even mean? She seemed so nonchalant about it, as if she was a teacher teaching a student any old kind of lesson that didn’t involve so many cocks. “Otherwise, it might—”

“Aah!” Scootaloo screamed as Spear’s cock squeezed her ass open and went a little way inside. It didn’t feel little, though! There was an intense, burning pain back there like she was being split open from the inside, and while his cock had felt big in her pussy, inside her ass, it felt like he was trying to push one of Canterlot’s towers into her. “It … it hurts!”

To Spear’s credit, he stopped right away, quickly but gently pulling his cock back out of her ass. But it still hurt back there, even after he’d pulled out completely.

Twilight teleported right in front of Scootaloo instantly, leaving the bat ponies who’d been on top of and inside her to tumble to the floor. Glimmerlight almost took a tumble, too. “Are you okay?” she asked breathlessly. “Do you want to stop?”

“I’m…” It took a moment for her to catch her breath and feel what her body was telling her, but now that Spear’s cock wasn’t wedged somewhere it never should have been, the pain was subsiding … but the deep, insatiable hunger was still there, as strong as ever. “I’m okay,” she said, finally. “But, um, can he go back to what he was doing before?” That had been way more enjoyable.

“Of course you can!” Twilight kissed her on the forehead. “Just let me do a quick little cleanup spell first.” Twilight’s horn glowed briefly, and there was a little szurp sound from behind. “There,” she said, “you should be all good to go now. That will have taken all your lubrication off of him too, though, so take it easy at first.”

For a moment, maybe a moment too long, Scootaloo looked up at Twilight, her heart brimming with thankful feelings … even as Spear started working his way back into her pussy and filling her with an entirely different kind of feelings.

Twilight seeme to know just what that look meant, though. “You want a little bit more of me, don’t you?”

A little bashfully, Scootaloo nodded. She might have also gasped a little when more of Spear’s big cock wedged its way inside her tiny pussy.

“Well that can be arranged.” Twilight smiled wide. “Glimmerlight, why don’t you lie down on the floor there and get ready for my ass. Midnight, come on over here and let me finish you up.” She grinned at Scootaloo. “And you… I think once I get in position, you’ll know just what to do.”

By the time Spear worked his cock all the way back inside, everything Twilight asked for had come to be. Glimmerlight was lying on the floor, his cock protruding upward for Twilight to ease her ass down onto, Midnight was standing over her head so she could swallow his cock again, and her pussy was spread wide right in front of Scootaloo, just begging to be kissed and tasted.

Scootaloo didn’t quite get to it right away, though. For one thing, Spear was really starting to thrust inside her again, and that was very distracting. Those now-familiar waves of pleasure were washing through her again, drowning out any residual twinge of pain from her tail-hole. But the real reason she just stood there, staring down at Twilight as Spear pounded from behind, was that she was for the first time getting a close-up look at what Glimmerlight was doing to Twilight’s ass. It was mesmerizing. The slick contours of Glimmerlight’s cock slid so smoothly in and out of Twilight’s tail-hole. The slight ponut of her entrance rippled and flexed as that cock slid in and stretched mind-bogglingly outward as it slid out of her. Every time his medial ring popped in or out, it made the whole area jiggle a teensy bit, even her pussy lips!

Focusing on the slight jiggle of Twilight’s pussy lips was what brought Scootaloo’s mind back enough to realize what Twilight wanted, what she wanted, the whole reason Twilight was spread out right in front of her in the first place. Before she could get distracted by the cock in Twilight’s ass or the one in her own pussy again, Scootaloo leaned down and started licking for all she was worth.

Who knew if Twilight really enjoyed it that much or if she was just putting on a show… But if ti was a show, it was a pretty convincing one. She moaned deeply around Midnight’s cock, her body tensing and flexing in captivating ways that Scootaloo could really only barely see – mainly just a view of Twilight’s teats stretching a little and her belly pulsing. Wow … what a gorgeous mare!

And what a gorgeous cock she was sucking! Scootaloo’s mouth watered – making her licks all the juicer – as she watched the thick base of Midnight’s cock going in and out between Twilight’s lips. And those big, bountifully full balls dangling so tantalizingly close!

It made Scootaloo appreciate all the more how big and powerful Spear’s cock felt inside her. Since the bat ponies all looked so similar, she could basically imagine that was exactly what Spear’s cock would look like, sliding in and out of her own pussy lips instead of Twilight’s actual lips. And she could feel the whole thing inside her, stretching her perfectly in every way.

She was just drowning in sex, and she loved it! Pussy in her face, cock in her pussy. And the whole room smelled of sex! Twilight’s scent powerful in her nose, making her whole face damp. The musk of all these stallions. The slight whiff of her own scent being spread as her pussy juices dripped around Spear’s heavenly cock.

Scootaloo couldn’t help it. She wanted this to keep going forever, but she knew it was getting too far. Just as she was nearing her own peak of pleasure, she saw Midnight pulling almost all the way out of Twilight’s mouth … before his cock began rhythmically straightening and flexing. She could see each burst of cum traveling down his cock as it was pumped straight into Twilight’s mouth. It was just too overwhelming of a sight. Her pussy squeezed tighter and tighter, which only made the pleasure greater. She couldn’t hold back!

“Mmmm!”

Twilight’s soft, juicy pussy muffled Scootaloo’s uncontrolled moan as she once again reached her breaking point. Her own pussy squeezed down hard around Spear’s still-moving cock, milking him for all he was worth. “Please,” she panted, “please let this last forever! Don’t ever stop!” Just like before, a massive, uncontrollable wave of pleasure crashed over her, absolutely devastating her. She couldn’t breathe, and she didn’t care. Even if her face hadn’t been crammed up against Twilight’s pussy, her body was too busy convulsing around Spear’s marvelous cock to do silly mundane things like breathing. Her orgasm gripped her just as tightly as her insides gripped Spear, and it would not let go, not even as the edges of her vision started getting a little dark and blurry.

Somehow, moving herself around before Scootaloo’s fuzzy brain could even come to grips with what was happening to her, Twilight managed to pull herself away from the stallion in her ass as well as from Scootaloo’s mouth. At first, Scootaloo pined for the loss … until she found Twilight’s face right in front of her own – cheeks full and lips dripping white. Scootaloo’s mouth opened, acting purely on orgasmic instinct. That’s when Twilight kissed her.

Still-warm cum flowed into Scootaloo’s mouth just as irresistibly as the flowering heat of her own orgasm flowed through her body. What little slipped out of her mouth, Twilight helpfully licked off her muzzle and fed to her again.

“I can keep them going as long as you want,” Twilight said. Her sly grin still dripped with Midnight’s cum. “Just say the word, and you’ll have as much as you can take.”

Scootaloo grinned back up at Twilight and drank deeply of both cum and the sensations coursing through her body, willfully drowning in the electric feel of her orgasm and gooey taste of pure sex, straight from Twilight’s mouth. And as Twilight leaned in to kiss her again, the overwhelming heat blooming inside her just seemed to wash over all of her like a comforting blanket and…

* * *

Twilight pulled her mouth off of Scootaloo’s so that she could get a better look at the filly.

Yes, it was true. Scootaloo had passed out from orgasming too hard. Again. She was just lying there, drooling cum out of her mouth onto the floor. Wow, that little filly really had it in her, didn’t she? She gave her all to everything she did!

“Hm… I guess that’s about as much as Scootaloo can take” she said to herself. “We’ll have to work on that stamina of hers. I have to admit, seeing her pass out from enjoying it so much is awfully adorable, though.” She nudged the filly’s muzzle to the side, out of the puddle of cum, just to be sure that Scootaloo would be able to breathe easily enough until she woke up.

“Uh, Princess…” Spear, still holding Scootaloo’s rump between his hooves, looked a little red-faced and desperate. “I’m … I’m getting pretty close. Should I…?”

Tempting… It would be pretty hot to watch Spear hump out his last few thrusts inside the filly’s limp body before finishing inside her. But no – probably shouldn’t. She looked up at the stallion with a sly grin. “Why don’t you finish inside me instead? My pussy still needs filling!”

Author's Note

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4 - The Triumphant Filly

Rainbow moaned and squirmed as both Twilight and Moonlight Cascade used all their talents down between her hind legs. But what was really incredible was where she had her mouth! Right there, between her lips, she held Scootaloo’s clit!

It looked like the filly had finally gotten old enough to get curious about sex. And while Rainbow was a little disappointed that Scootaloo hadn’t come to her first, she was thrilled that she was finally getting a taste of the spunky little filly … and maybe finally get a chance to see the little squirt … squirt! Scootaloo had really taken to it, too. She wasn’t just grinding her clit against Rainbow’s muzzle – she had one of the young new bat pony students sheath-deep in her pussy at the same time!

Giving those new students a warm welcome had been Scootaloo’s idea, and Rainbow couldn’t have been prouder of how kinky her little squirt was getting. Having her together with Twilight and Moonlight was going to be fantastic! It already was fantastic!

Only about maybe half of the new bat pony students had actually wanted this kind of welcome, but that was more than enough. Seven colts and three fillies, most of them older, but a few of them even younger than Scootaloo, and all of them had been clamoring for the chance to be with Scootaloo first. The colt thrusting inside her now was lucky indeed! But she was sure that the other bat pony students would have fun getting to know Scootaloo as well, both today and in the nights to come.

It sure seemed like bat ponies tended to get them started young, after all! Or maybe these youngsters were taking advantage of the offer to get their very first time? If so, it didn’t really show. They all seemed to take to it as if they’d been having big orgies all their lives. Maybe they had! Maybe she ought to visit this secretive bat pony colony sometime, if they were that much fun!

For now, though, Rainbow was more than happy to enjoy the filly juices raining down her muzzle as that colt rutted Scootaloo right above her. The whole room resonated with sex. Everywhere around her, the new bat pony students were busy rutting each other … as well as Twilight and her guards! As much fun as all of that was, though, Rainbow was still focused mostly on Scootaloo herself.

There was no use denying it: Rainbow had noticed Scootaloo in ways far from appropriate quite a few times in the past. But she didn’t consider it her job to the corrupter of fillyhood innocence. She’d told herself that no matter how adorably sexy Scootaloo might be sometimes, she’d have to wait until Scootaloo was ready to begin things herself. Now that Scootaloo finally had begun things herself … wow! It was so hot seeing the colt’s shaft slick with her filly juices sliding in and out of her, the lips of her pussy rippling over its contours on the way in and gripping them on the way out, the way her little orange body tensed every time she let out another strained moan.

She wasn’t the only one enjoying things, though. Rainbow didn’t have that great of a view from her position, but by the sound of it, the bat pony guard – one of them, Rainbow could never tell them apart – who was rutting Twilight was getting awfully close. Yep, that gasp and grunt was unmistakable, even among the sounds of all the other bat ponies fucking each other. He was pumping Twilight’s pussy full of fresh hot cum! Twilight moaned against Rainbow’s pussy … and that gave her a bit of an idea.

“Hey Squirt,” she said, taking her mouth off of Scootaloo’s pussy, “you like eating cream pies?”

“Uh-huh!”

Scootaloo’s reply was every bit as enthusiastic as Rainbow could have hoped for. “Well then let’s hurry over there and get ourselves a fresh one! Take that cute colt with you!”

It took a bit of detangling various limbs, but both she and Scootaloo were not slow ponies by any means. They both managed to scramble around behind Twilight even before the bat pony guard pulled out of her, even though they had to clamber over and around more than a few writhing bat pony bodies along the way.

And when he did, Rainbow practically shoved him out of the way, making room for her and Scootaloo to squeeze in underneath Twilight’s tail and drink the little white waterfall that flowed out of her still-gaping pussy. Cheek-to-cheek, she and Scootaloo licked Twilight like crazy, eagerly slurping up the warm, gooey mess and coating their muzzles with it. And Scootaloo did it like an absolute champ, even though she had to strain upward to reach high enough.

Twilight moaned deeply as the two of them worked their mouths against her oozing entrance. And when Rainbow felt her friend’s thighs and ass cheeks beginning to clench tighter and tighter, she knew just what was coming … or rather, cumming.

Just as twilight came, adding a new deluge to the juicy cream pie she and Scootaloo were licking up, Rainbow felt an extra little surprise: the colt who’d been rutting Scootaloo had suddenly gotten the idea to hop to the side a little bit and stick his messy cock into Rainbow instead! It was perfect! Rainbow moaned herself as she felt Twilight’s love juices coating her muzzle from the front and the bat pony’s cock spreading Scootaloo’s juices into her from behind. The colt wasn’t exactly as big as Rainbow was used to, but it still felt nice, and especially nice since she knew that some of that slickness and warmth came nice and fresh, right out of her very favorite filly.

Rainbow was about to turn and congratulate him on taking the initiative like that – it was pretty impressive for a colt so young! – but just as she turned, her muzzle still dripping with love juices and cum, he pulled out of her and hopped back onto Scootaloo instead.

So she watched with a sloppy, drippy grin as the colt shoved his cock right back into Scootaloo. Rainbow knew what it meant. Her own juices were now being spread right up inside her favorite filly! She licked her lips, picking up a thick sheen of cum in the process. It was so damn sexy to see her essence inside Scootaloo – it was almost as if she was rutting the filly herself.

Meanwhile, since Twilight had collapsed into a twitching and leaking mess on the floor, Scootaloo seemed to be looking for something to do … besides simply stand there and take her rutting from behind.

Rainbow could handle that!

Carefully stepping around Twilight’s hind legs, she came around in front of Scootaloo and leaned in close.

Even as that colt was pushing hard inside Scootaloo, she still had the presence of mind to know what Rainbow wanted. She tilted her head up a little, her muzzle still dripping with white cum and clear marecum.

It was actually the first time she and Rainbow had ever kissed … and what a kiss! Kisses flavored with cum were always the best!

What was even better than cummy kisses was cummy kisses while getting mounted by a big bat pony stallion. Rainbow moaned against Scootaloo’s lips as that unexpected, uninvited, and absolutely magnificent bat pony cock squeezed its way into her pussy, spreading her and filling her much more than the young colt had. Now that was the stuff! He slid into her so easily, so effortlessly… He must have gotten his cock nice and slick from somewhere, but Rainbow had no idea where – no idea whose juices or spit might have been getting spread inside her at this moment. Awesome!

As she and Scootaloo separated from their gooey kiss, Twilight picked herself back up off the floor. “Aw,” she said, “you two look so cute like that!”

Rainbow blushed, hard. Twilight knew she hated being called cute, but Twilight also knew how much it made Rainbow blush … which is why she kept doing it pretty much anytime she could get away with it. And this was one of those times. Rainbow wasn’t about to give up this beautiful opportunity to get rutted right alongside Scootaloo, which meant Twilight was safe from retaliatory love-tackling. For now.

And Twilight used that moment of safety wisely. She hurried over to a couple of the new bat pony students – a pair of nervous-looking teenage colts – who had apparently nothing better to do at the moment than simply watching and stroking themselves. Twilight quickly took that responsibility onto herself, though. She knelt down between the two and stroked their cocks for them, keeping both her hooves busy with bat colt cocks at the same time.

Meanwhile, Rainbow and Scootaloo ended up having more to deal with than just a stallion and a colt plowing them from behind. Moonlight Cascade and the three bat pony fillies were doing all they could, but there was still more than enough cock to go around. Which meant that Rainbow and Scootaloo didn’t have their mouths unoccupied for long. They quickly attracted an eager-for-attention bat pony each. Weirdly enough, though, while Rainbow got a tiny colt who must have been the youngest bat pony of the bunch, it was one of Twilight’s big, beefy guards who went for Scootaloo.

As Rainbow watched Scootaloo kiss and lick the big stallion’s cock skillfully – despite the colt already doing her from behind – she couldn’t help but feel a swell of pride rising up inside her. Scootaloo was already getting good at this! Just look at the way she slobbered over his already-flaring tip! She was way too small to actually take it all the way inside her mouth, but she was quickly driving the big stallion toward orgasm anyway.

Of course, pride wasn’t the only thing swelling inside Rainbow. The bat pony guard thrusting mercilessly into her pussy must have also been getting close, because his flare was beginning to grow deep inside her, filling her even more snugly and spreading open the entrance to her thirsty womb. Despite the intense pleasure of all that, though, she still needed to try and keep focused so she could treat the inexperienced young colt in front of her right. He trembled a little as she plunged her mouth all the way down on him, easily taking his relatively small cock down to the sheath, which pushed his tip just a little bit down her throat. The little colt whimpered as she flicked her tongue along the underside of his shaft while she bobbed her head up and down. Was this his first time ever? This was really getting to him!

“Oh my gosh!” the colt murmured. “I can’t believe I’m getting sucked off by my favorite Wonderbolt!”

His favorite Wonderbolt, huh? “You’ve got good taste, kid!” Rainbow would have grinned … if she wasn’t putting her mouth back to work right away.

“You’ve… You’ve been my favorite ever since my brother brought that body pillow back home!”

Oh, was that it? Modeling for those pillows had been pretty fun. She’d never expected to find the pillows in the hooves of such fans among the bat ponies, but now that she had… Well, she kind of owed it to him to give him the best she possibly could, right?

She redoubled her efforts, swirling her tongue all the way around his little shaft as she bobbed up and down on it, taking his tip into her throat and mock-swallowing around it, massaging his little balls with one hoof just to tease the cum out of him a bit more effectively. And it worked. The colt was putty in her hooves. He’d definitely never had a blowjob like this before!

As much as the colt enjoying Rainbow's mouth was practically melting in pleasure, at least he was able to hold on and keep going. The other stallions, though…

Well, maybe being tended to by Moonlight Cascade and a couple of the bat pony fillies had already gotten to them, because none of the other three lasted much longer. The first to go was the stallion inside Rainbow. There was no discussion about it – Rainbow had been with Twilight’s guard cadre enough for them to know what she liked. He just pressed his flaring cock as deeply as it could possibly go inside her and let loose. It was the first cream filling Rainbow had gotten all day, and though it surely wouldn’t be the last, she thoroughly enjoyed it. There was nothing quite like the feeling of having her empty womb flooded with warm, gooey cum, making her feel all full and squishy inside.

The stallion that Scootaloo was licking was next. Almost at the same time, his cock erupted, spraying Scootaloo with his cum … not to mention a little collateral splattering of everypony else nearby. Rainbow enjoyed the droplets of cum spattering over her. The stallions and colts, though, didn’t seem to care for it too much.

That didn’t stop the colt inside Scootaloo’s pussy from letting loose, though. It wasn't too easy for Rainbow to tell, but she could see the way he bent down over Scootaloo’s neck, biting down on her mane with his fangs as he grunted slightly and his body twitched. Rainbow could just imagine his little cock squirting out that precious little load of his right inside Scootaloo’s pussy. He hadn’t asked, either. But Rainbow assumed Twilight must have cast some protective spells, right? It was honestly pretty cute how hard the little guy was straining to shoot his shot inside Scootaloo’s pussy.

And, oddly enough, the inexperienced young colt in Rainbow’s mouth was the only one of the four who didn’t pop early. She had to admit that was impressive stamina and restraint for a colt so young. She’d really been giving him everything she had.

Maybe he was just waiting for his own chance with Scootaloo, though? Rainbow grinned around his cock. Oh yeah. Seeing bat pony colts blow their loads inside little Scootaloo sure wasn’t going to get old anytime soon. She took her mouth off of him. “Hey, bud,” she said from underneath him. “You like Scootaloo?”

He looked to the side where Scootaloo was busily wiping some cum off her face as the other colt pulled out. “Her?” Oh, right. Of course he wouldn’t know her name yet.

“Uh-huh. You like her, right?”

He blushed a bit, but nodded fervently. “I, uh, saw her on her scooter on the way in. She’s really pretty!” When Scootaloo shot him a bit of a dirty look, he hastily corrected himself: “I mean, she’s pretty awesome!” That seemed to satisfy Scootaloo.

“Well come on, then! Go get her!” Rainbow shoved the colt over toward Scootaloo, who very helpfully turned her rump toward the colt, spreading her hind legs and raising her tail.

Scootaloo’s pussy was still oozing with the previous colt’s cum, but luckily it didn't seem to bother this new colt very much. He happily mounted up on top of Scootaloo’s back, angling his little cock upward an plunging it into Scootaloo’s tight, messy slit. And despite him being even smaller than the previous colt, it seemed like he was plenty for Scootaloo. She let out a shrill little moan as he quickly slid his entire length inside her.

Rainbow grinned to herself. Partly because it was just so cute to see Scootaloo having so much fun with a colt closer to her own age. Partly because she knew the lingering slickness from her own blowjob was helping the colt slide in so smoothly. More of her own essence being spread inside her honorary sister as intimately as possible!

For the moment, though, Rainbow herself was at loose ends. Hm… What – and who! – to do next? All the other bat pony students and guards seemed to be pretty busy with each other – or pretty exhausted and panting at the sidelines – right now. So...

Unsurprisingly, her first thought was Twilight. But it turned out that Twilight was quite busy as well. She had two colts in front of her, stroking each of them with her forehooves and alternating between sucking each one’s tip, while one of her big bat pony stallions pounded her from behind, ramming his thick cock over and over again into Twilight’s ass.

Well, now Rainbow knew what she wanted to do!

All she needed was a nice big bat pony stallion to get inside her own ass. Now where could she find that…

There! Moonlight Cascade was on her back, a bat pony on top of her and shoving his cock down her throat while he gently flicked her teats with his tongue. Normally, Rainbow wouldn’t want to interrupt, but she’d been with Moonlight enough times to know that she wouldn’t mind at all. In fact, she always seemed to struggle a little with deep-throating, so she’d probably enjoy a little break.

Rainbow hurried over to her. “Hey! Mind if I borrow this dude for a while?”

Moonlight tapped the stallion’s flanks, which got him to slowly, carefully pull himself off of her, drawing his huge cock out of her throat. When it finally came free, Moonlight coughed slightly and nodded. “Sure, uh… If you wouldn’t mind picking up where he left off?” With one hoof, she pointed down at her teats.

Ah, Moonlight always was a sucker for teat play. “Sure!” Rainbow said. “Come on! I’ll share you with Scootaloo!”

Now with Moonlight and the guard in tow, Rainbow came right back over to Scootaloo. She was Rainbow’s favorite filly, after all.

Once there, she wasted no time with any silly formalities. “Okay, Moonlight, right there between me and Scoots! Dusky, you’re—”

He cleared his throat. “Actually, I’m Night Spear.”

“Oh, um, right. Of course.” Rainbow tried to recenter herself. Why could she never tell these bat pony guards apart? It was so embarrassing. Twilight could always tell which one was which somehow. Whatever. The important part was that she needed cock inside her, and now! “Sorry. The important part is that I want you inside my ass!”

That brought a smile to his face! “Can do!”

It took only a moment to arrange. Moonlight laid herself out between Rainbow and Scootaloo, allowing Rainbow to lower her head down and take one of Moonlight’s teats into her mouth. And only a moment later, Scootaloo followed her example, taking the other. It was only when Rainbow got nice and close that she noticed Moonlight’s small, supple teats were glazed with the dripping cum from some previous encounter. Lucky for her, though, neither Rainbow nor Scootaloo minded having a little extra flavor! And just as the two of them came together there, the bat pony guard mounted Rainbow from behind.

He sure knew what he was doing. Of course he should – he’d done this lots of times before. The slick coating of spit from deep inside Moonlight’s throat didn’t hurt, either. His cock slid nicely, easily, perfectly into her ass, as if it was always meant to be there. “Oh fuck!” As always, Rainbow was impressed with the bat pony guards. “Mmm!” she moaned. Wow he was good! “Yeah! Fuck me!”

But she wasn’t the only one impressed. Scootaloo – her mouth still against Moonlight’s teat – glanced up between Rainbow and Twilight, with a distinctive look of longing in her eyes.

Rainbow took a short break from Moonlight’s nipple and nuzzled Scootaloo’s nose instead. “You want to try taking him in your ass, don’t you?” She winked. “Nice choice!” As the stallion behind her pounded his cock even deeper inside her ass, it squeezed out an involuntary moan from her. “So fucking good!”

Scootaloo pulled away from Moonlight for a moment, too. “I’m ready for it. I know I am!”

And despite everything else going on in the room, Twilight still managed to hear that somehow. She took a slight break from the colts in front of her, only stroking them with her hooves so that her mouth would be free to talk. “Are you sure, Scootaloo? I know we’ve been practicing, but…”

“Aw, come on, Twi!” Rainbow laughed a little. “He’s not too big. I should know – I was just sucking on him a minute ago. I bet Scoots can take him!”

When Twilight looked at Scootaloo questioningly, Scootaloo nodded.

“Well,” Twilight said with a little sigh, “just be careful, okay? And remember our practice sessions – relax your muscles!”

“No problem!” Scootaloo said confidently. She looked over her shoulder at the colt behind her. “You wanna put it in my butt?”

“In your, um…?” The colt looked down and gulped a little.

“Yeah! Just do it nice and slow, okay – I promise my asshole will make ya feel really good!”

For a moment, it looked like the colt might be about to back out of it all. He paused, glancing around the room as if for some excuse. But then he looked back down at Scootaloo, at the fiery challenge in her purple eyes. And he smiled back, breaking out into a little grin. “Yeah, um… Okay.” He shuffled awkwardly behind her. “So I just pull out, right? And then go a little higher…”

“Mmm!” Scootaloo moaned as the tip of the colt’s cock touched her pucker for the first time. “Mm-hm! You’ve got such a perfect cock for this.” She looked back at him wickedly. “And if you want my pussy again, I could always come visit your dorm room later!”

The only thing Rainbow regretted about watching Scootaloo lose her anal virginity was that face-to-face like this, she couldn’t see the actual act as it happened. She couldn't see the colt’s small cock spreading Scootaloo’s pucker open and slowly sliding inside. What she could see, though – even as she went back to suckling on Moonlight’s teats – was Scootaloo’s face as it happened, and that was almost as good, maybe even better. Every moment of it was clear to see in her expression. The slight squint and strain as the colt stretched her tail-hole open. The way her mouth popped open in surprise as he truly began to slide into her. The vacant, blissful look in her eyes as they went wide. Rainbow grinned around Moonlight’s nipple as she watched it play out in Scootaloo’s face. Such a wonderful moment! Rainbow was glad she had the opportunity to share it with her.

And, of course, she had a pretty good idea of what Scootaloo was feeling at the moment, at least physically. After all, the stallion working himself inside Rainbow’s own ass had barely slowed this whole time. And now that Scootaloo was getting into the hang of things, that stallion was getting right back into his full rhythm, giving Rainbow everything he had. After a few moments, even Scootaloo started to get used to what was happening inside her, and she joined Rainbow in suckling at Moonlight’s teats.

It was all very distracting. So Rainbow could forgive herself for losing track of what Twilight was doing, much less all the other bat pony fillies, colts, and stallions having fun with each other all around them. The next time Rainbow glanced up in Twilight’s direction, it seemed things had changed quite significantly. The stallion who’d been in her ass was now slumped against the far wall, his cock limp and messy, and a big dopey grin on his face. The two colts she’d been stroking and sucking were now both behind her, one above and one below, both of them pushing into her with all they had, squinting and grunting in their effort.

Rainbow actually took her mouth off of Moonlight’s nipple to watch – she knew it was coming soon. Scootaloo started watching Twilight, too.

Soon enough, it happened: both colts jammed their cocks as deep as they could possibly go inside Twilight, one in her pussy and one in her ass. And at almost exactly the same time, they both let loose. Twilight was already dripping white behind her, but now came a new surge of it, these colts adding their cum to the flood already inside the young princess. Rainbow couldn’t help but feel a teensy bit jealous.

She didn’t have reason to feel jealous for long, though! The stallion inside her own ass soon flared up, his tip stretching her insides before letting loose a warm, sticky gush of cum deep inside her ass. Rainbow cooed in delight as she was once again filled. This feeling never got old!

Even as he was still throbbing and pumping inside her, Rainbow nuzzled Scootaloo’s nose and got her to raise herself off of Moonlight’s teat. The two of them shared another supremely intimate kiss – Rainbow could feel that throbbing through her whole body, even her lips, where they met Scootaloo’s.

And maybe that transferred through Scootaloo somehow, all the way to the colt inside her ass. Because he soon pushed himself as far inside as he could go too, unloading himself into Scootaloo’s tail-hole.

It was almost as if that tenuous connection between the two of them went both ways. If Scootaloo could feel the throbbing of Rainbow’s stallion through her lips, could Rainbow feel the way Scootaloo’s colt was desperately pulsing and pouring every last drop of his cum inside Scootaloo’s ass? Rainbow could swear that she felt it somehow, through the subtle movements of Scootaloo’s lips and tongue against hers, or maybe in the little nuances of the moans Scootaloo made. Somehow, Rainbow was sure she was in some way experiencing exactly what Scootaloo was – the feeling of a colt cumming in her ass for the very first time.

Of course, Rainbow was experiencing the very same thing. Or close enough. That probably had something to do with it. After all, she also had a stallion cumming inside her ass at that very moment!

And what a moment it was… Rainbow savored it for all it was worth. Even after the stallion in her ass had completely spent himself, she held still for a moment, making out with her favorite little filly as the stud inside her dribbled out the very last of his orgasm and began to soften and retreat. She felt so ooey-gooey good inside! But the best part was knowing that Scootaloo was feeling just the same way. Her little Scootaloo was blooming into a mare, right in front of her eyes, right against her lips. Such a magical moment!

It couldn't last forever, though. Soon, both Rainbow’s stallion and Scootaloo’s colt retreated and pulled out of the two mares’ asses, leaving them both gaping, a little sore, and leaking trails of white from behind.

But those leaks didn’t go to waste! Since both Rainbow and Scootaloo had been neglecting Moonlight’s teats, Moonlight Cascade had gotten up to seek something else to do. And what she’d found was a much better use of her time: she came around behind Scootaloo, licking her gaping asshole and making the filly gasp.

“Such a natural born anal slut!” Moonlight took a brief breath before going back at it. “I love the taste of colt cum from a little virgin filly asshole!”

Rainbow quickly moved around and positioned herself right next to Scootaloo, hoping to share some of the same treatment. That would really hit the spot right about now.

She didn’t have any such luck with Moonlight – she seemed to be quite preoccupied with Scootaloo. But Rainbow did get pretty lucky with one of the new bat pony fillies. Instead of Moonlight’s deft tongue-strokes, Rainbow got an inexperienced, but enthusiastic young filly back there, eating out both her pussy and asshole like there was no tomorrow. Not a single bit of her was safe from the filly’s questing little tongue, especially not her tail-hole or her clit, which seemed to be the filly’s two favorite places. And after everything she’d already been through today, that was very quickly driving Rainbow toward the orgasm she so desperately needed.

Only … it looked like she’d have one last distraction before that happened. Twilight was sauntering over, a sly grin on her face and a gooey white trail dripping out from her backside.

Rainbow already had an inkling of what Twilight had in store for her – this wouldn’t be the first time. And when Twilight turned around and presented herself right in front of Rainbow and Scootaloo, that confirmed it completely. She was leaking bat pony cum from both holes, the sticky, white trail flowing down from her asshole merging with what flowed out from her pussy lips, where both slow streams mixed and flowed down between her hind legs.

Rainbow looked over at Scootaloo. “You game?”

“Y-yeah!” Scootaloo was actually looking pretty flustered and red-faced. Moonlight Cascade must have been doing a really good job on the filly’s asshole. She always did.

Together, Rainbow and Scootaloo dove into the buffet Twilight was providing for them. Since Rainbow was taller and could reach more easily, she took Twilight’s asshole, kissing her lips against the pucker and prodding the hole with her tongue, drinking the salty bat pony cum as it flowed outward. Scootaloo took Twilight’s pussy, mainly focusing on her clit, which winked out to meet her halfway. Every wink delivered a new little gush of cum for Scootaloo and made Twilight’s asshole pucker even more tightly for Rainbow, so both of them focused on getting as many winks as they could out of her.

As close to their own orgasms as each of them were, they somehow managed to drive Twilight to hers first. It came suddenly, almost unexpectedly. The only warning signs they got were a sharp cry in Twilight’s nerdy-sounding voice and the way Twilight’s wings suddenly flared outward.

Both Rainbow and Scootaloo were doused with second-hand bat pony cum as Twilight’s inner walls squeezed down on nothing, squirting out some of what had been pumped into her already. But only Scootaloo got Twilight’s orgasmic juices mixed in with the cocktail. Over and over Twilight’s body squeezed down on cocks that weren’t inside her anymore, squirting more and more out for Rainbow and Scootaloo to lap up.

And maybe that flavor had something to do with both of them hitting their own orgasms a moment later … though it probably had more to do with Moonlight Cascade and the bat pony filly still eating the two of them out from behind.

Rainbow moaned against Twilight’s tail-hole as her body lost all control, spasming and probably giving the filly behind her a meal similar to what she herself was enjoying at the same moment. Yes! She’d needed this release so badly! This whole time it had been building and building … and now that she was finally hitting her peak, it felt all the better. This was a big one, almost making her fall flat to the ground as her body trembled and her legs shook. She was squeezing down inside so hard she had little energy left for anything else.

Scootaloo did collapse to the ground, her face splatting into a puddle of who knew what kind of bodily fluids down there on the floor. She didn’t seem to mind, though. She had a vacant, blissful look in her eyes as her belly clenched and her breath came in desperate little gasps.

Slowly, as her orgasm calmed down and Rainbow became aware of more than the pleasure blooming inside her and the spasms of her own pussy, she looked around the room. Almost all the new bat pony students were worn out by now, leaning against the wall, drinking some of the water they’d prepared ahead of time, or just lying in puddles on the floor. Only a few were still going at it with each other, including Moonlight Cascade and the filly who’d been eating out Rainbow a moment ago. Those two were now side-by-side on the floor, sixty-nining each other enthusiastically.

Twilight was slowly recovering as well; she turned around to face Rainbow and Scootaloo.

Scootaloo was the first one to say anything, though – that little filly was sure getting a lot better at recovering from her orgasms! “Thank, you,” she said, looking up at Twilight. “Thank you for showing me all of this.”

“Believe me, it was my pleasure,” Twilight said with a sweet little smile.

Rainbow never did enjoy such sappy sentimentality, though, and this time was no exception, not even in her post-orgasmic haze. “Less yapping, more kissing!” she said, a bit of a playful tone in her voice. “I’ve got better uses for that tongue of yours!”

Three-way kisses were always a little sloppy, but that just made it all the more fun when all three of them met in the middle, their lips still dripping with cum from half a dozen different ponies. Rainbow cooed to herself in satisfaction as she played with both her marefreind’s and filly-friend’s tongues at the same time, all the flavors in their mouths mingling into one lewdly musky concoction. This was it. She’d found her paradise. What else could a pony possibly want?