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?

Author's Note

This story is a commission for Brony-wan-kenobi. If you'd like to get a commission of your own done, you can find out everything you need to know on my Commissions Page. And remember, Patreon supporters get big discounts on commissions!