Scootaloo's Rainbow

“S...Sex?” The confused filly squirmed a little underneath her idol. She felt hot, and Rainbow Dash leaning down towards her, pressing their chests together didn’t help. The older mare lightly bit at the nervous filly’s lower lip. Rainbow Dash drank in that innocence. A quiet part of Rainbow’s mind was suddenly questioning if this was a bad idea, but just seeing Scootaloo under her, eyes wide and with a mix of curiosity and eagerness, she lost herself entirely to the lust that had brought her to this point in the first place.

“That’s right.” Rainbow said, then kissed the filly deeply. Pulling away again, she grinned confidently down at Scootaloo. “I know you are going to be awesome at it too.” Her hoof inched down, then rested on the filly’s thigh before slowly making its way back up, lightly brushing against Scootaloo’s flesh as it did. “It is going to feel amazing. Are you ready for me to show you how to do it.” As she said this, her hoof finally reached Scootaloo’s young entrance. The filly’s back arched at the touch, a gasp escaping her lips.

“Yes, yes please.” Scootaloo replied. She had never been touched there before, but somehow, all of this was making her feel strange in a way she found wonderful. The mare’s hoof was now gently making circular motions against...that place, sending shivers and more of that oddly pleasant feeling through her body. The filly’s legs quivered unconsciously, and her eyes hazed over. Rainbow leaned forward to kiss her, her tongue in Scootaloo’s mouth as her hoof worked. Scootaloo pressed herself into Rainbow Dash’s kiss. It was all so much for her. This wasn’t at all what she thought would happen tonight. She still didn’t even know what in Equestria this *sex* even was really, but she trusted Rainbow Dash and she wanted more of whatever it was that the mare was doing to her.

Rainbow Dash was quick to give the filly what she wanted. Her kiss pressed Scootaloo’s head back into the cloud pillow, purring into the much younger pony’s mouth. Her hoof continued to circle the filly’s entrance, netting her a pleasured gasp from her little guest. Rainbow pulled away from Scootaloo’s lips. The foal’s eyes were hazy, but she looked at Rainbow with confused disappointment that the kiss was over. That disappointment wouldn’t last long. Rainbow slowly inched down Scootaloo’s body, her hot breath on the filly’s skin, leaving light ghosts of kisses as she went; first at the nape of her neck, then her collarbone, her chest, belly, and finally her pussy. Scootaloo’s lower hooves squirmed at the feeling.

“Rainbow Dash,” Scootaloo’s breathless voice made the mare look up, their eyes meeting, “What is this? Is this that ‘sex’ thing you were…?” The filly was interrupted as Rainbow’s tongue suddenly traced its way along her folds. Scootaloo’s back arched, a shocked gulp stopping her question.

“This is only the start of it, but yes.” Rainbow purred in response, briefly letting the filly recover. Then, as soon as the filly looked like she had processed the sharp jolt of pleasure that Rainbow had given her, the mare went in for more. Her tongue pressed past the filly’s lips and into her, by now very wet, pussy. Scootaloo deeply moaned, her chest rising and falling as her breath quickened. Rainbow grinned, absolutely delighting in how much of a reaction she was getting from such basic foreplay. This filly really *had* never done anything like this, and that purity felt so good to soil. Rainbow felt herself getting almost as wet as Scootaloo from hearing the underage pony gasp and moan in carnal pleasure.

“Keep going,” Scootaloo panted, “Don’t stop, Rainbow.” The older mare snapped out of her daze, realizing that she had gotten so caught up in listening to Scootaloo that she had almost stopped pleasuring the filly. Doubling down on her efforts, Rainbow used her hooves to pull back the filly’s folds, exposing her little clit. With a grin, Rainbow lapped at it quickly. There was a sharp yell, and Scootaloo writhed violently. The filly sat up, and Rainbow felt hooves on the back of her head. With a surprising amount of force, Scootaloo pressed Rainbow Dash’s head into her entrance, burying a good amount of the mare’s muzzle in her folds. Rainbow’s eyes went wide with shock, and when she tried to pull her head back a bit, she met a surprising amount of resistance, but she was able to shift so that she was back in the right position. Resuming working at the filly’s clit, she enjoyed the feeling of Scootaloo trying to keep her head in position, the filly clearly desperate for more of what she was feeling.

“This is so amazing!” Scootaloo yelled in absolute bliss. Rainbow was very glad that she didn’t have neighbors. “I...I feel something coming!” The filly’s voice was getting almost shrill from how loud she was moaning now. “Ah! It...It...Rainbow!” Cum came bursting out around Rainbow Dash’s muzzle, soaking into her fur. The mare grinned triumphantly as she felt the filly’s grip loosen. Pulling her head away and lifting herself up, she drank in the sight in front of her. Scootaloo had sprawled back into the clouds, her legs still slightly twitching from the aftermath of her first orgasm. Scootaloo was gulping air, her eyes slowly turning to look at her idol.

“Did you like it?” Rainbow asked teasingly. The filly excitedly nodded.

“That was the best thing I’ve ever felt.” She replied. Slowly, Scootaloo managed to sit up, shifting her legs a bit, uncomfortable with how wet she felt. Rainbow Dash leaned down, and this time didn’t even need to close the gap as Scootaloo quickly pressed her lips to the mare’s. Taking the initiative back, Rainbow slipped her tongue between the filly’s lips, and soon the two were kissing even more passionately than before, Scootaloo tasting her own cum in Rainbow’s mouth. Rainbow Dash purred into the younger filly’s mouth, already feeling even more turned on. To her surprise, Scootaloo pulled away from the kiss, her eyes having lost the hazy look they had earlier, with her gaze now
demanding even.

“Again,” Scootaloo said, still breathing heavily. “Let’s do that ‘sex’ again.” Rainbow would probably have laughed at Scootaloo’s naive way of saying that, but she could hardly focus on anything other than that this adorable little cum-spattered filly was asking her for more. It was time to take things a little farther. Rainbow nodded, then slid off of Scootaloo. “Rainbow?” Scootaloo called, as the mare moved back towards the closet.

“Gimme a sec, Squirt.” Rainbow replied. Reaching down, the prismatic mare picked up the item she had set aside earlier, an adult toy for her newly grown up filly. With it now in hoof, she climbed back on the bed. Grinning, she quickly tugged Scootaloo’s legs so that the filly was pulled to the middle of the bed and laid more flat on her back. Scootaloo yelped as this happened, then giggled.

“Are we going to do it here then?” She asked, and Rainbow Dash nodded.

“Yeah, we are going to need the extra room for what we are doing next.” Rainbow replied. Then, she held out the vibrator for the filly to see. “Do you know what this is, Squirt?” Scootaloo shook her head. “This is a fun little adult toy that I am going to use. It’s called a vibrator. Actually, this one was my very first adult toy when I was...around your age.” Rainbow left out that she had been about two years younger than Scootaloo when her mother had bought her the little plaything. Scootaloo’s eyes went wide.

“I...I get to use the same one you did?” She asked in awe.

“That’s right. I’m going to teach you how to use it.” Rainbow felt her heart swell as she heard Scootaloo squeal. Taking that as the sign to start, Rainbow Dash swung herself over the filly so that her face was down by her wet entrance and her own crotch was inches from Scootaloo’s face. The filly gasped and shrunk her head back into the clouds as a reflex. Rainbow looked behind her and shot the filly a teasing look. “What?” She asked, “Don’t you like the view?”

“I do...I really do. You just surprised me.” Scootaloo managed, her voice barely audible as her eyes were laser focused on the mare’s crotch. Rainbow laughed, then turned her attention back to her own little prize. The filly’s pussy was open and vulnerable. Rainbow licked her lips, briefly considering another way to get Scootaloo off, but decided to stick to her plan instead. Leveling the vibrator with the filly’s entrance, she clicked it on. Scootaloo heard the buzzing start and her body grew tense with excitement. This was followed by her back arching again as she felt the cool plastic brush against her.

“That was a heck of a reaction already. Good. I don’t plan to stop until I have you squirming.” Rainbow said. This was almost too much. She was barely touching the filly, only lightly brushing her with the vibrator, and Scootaloo was already starting to moan and writhe beneath her. It was turning her on more than she thought possible. The only thing that would have made for a better view would have been if she could see Scootaloo’s cute little ass while she was doing this. Oh well. This position had its own benefits. Deciding that things had been one-sided for long enough, she lowered herself down, her crotch now brushing against Scootaloo’s muzzle.

“Uh, Rainbow….” The filly said, her eyes pinpricks as she looked at the wonderful sight in front of her. There was a jolt through her body as she felt the vibrator gently brush against her again, making it hard for her to focus, but the mare knew what she was going to ask.

“I am going to keep doing this for you, but you are going to help me to feel good too. I’ll walk you through it. If you are doing a good job…,” Rainbow pressed the vibrator against the young foal’s clit, causing Scootaloo to suck in air in surprised pleasure.

“Yes! Yes, I’ll do whatever you say, just please keep doing that!” The filly yelled. Rainbow chuckled.

“Alright then.” Rainbow lowered her body more, so that her crotch brushed against Scootaloo’s muzzle. Rainbow couldn’t see her face, but she licked her lips imagining the filly’s wide eyes and red cheeks. “Now, go ahead and give it a lick.”

“What!?” Scootaloo said, shocked. The mare took the vibrator and stroked its tip down the foal’s entrance, watching Scootaloo’s legs twitch as she did.

“Just like that. Slowly, give yourself a chance to get a taste of it.” She replied. The filly wasn’t sure how to feel. She knew she should feel grossed out, but something about this felt right. Still, it seemed weird. As she was thinking about this, her body felt a growing need; nothing was happening on Rainbow’s end. “I won’t start up again until you do.” The rainbow mare said, teasingly.

“O...ok.” Scootaloo said. Poking her tongue out from between her lips, she gave an experimental lick. The thoroughly turned-on mare was dripping wet, and Scootaloo lapped up much of the arousal. It tasted slightly sweet to her, but far more interesting to the foal was the reaction, as Rainbow purred lightly, her body pressing into the touch of the filly’s young tongue. Scootaloo realized that she was making her idol feel the same intense thing that she had been experiencing, and the filly dove back in, her eyes closing as she lovingly traced her tongue along the mare’s pussy. Rainbow moaned loudly in response.

“Yeah, just like that.” The vibrator was still buzzing in Rainbow’s ear, and she realized that she had been neglecting her part of the agreement. Turning it back towards the foal, she pressed it against the filly’s folds. She could hear Scootaloo moan in response, could feel the more rapid breathing as the foal’s chest rose and fell against her body. Rainbow’s mind was hazy from pure satisfaction. Everything was going perfectly, and now all that she could think about was bringing this wiggling filly to the first orgasm of her young life. With a light push, Rainbow pressed the vibrator in past Scootaloo’s barrier.

Scootaloo’s eyes shot open at the sudden feeling of fullness, her legs curling in towards her body. She whined blissfully, redoubling her efforts in response. Scootaloo’s licks were clumsy and unpracticed, just like Rainbow knew they would be, but that was fine. It wouldn’t take much of anything to make the mare cum tonight, she’d been on edge right from the start. The vibrator began to move in and out of the foal’s body, and Scootaloo slowly lost her awareness of anything but that repetitive, delightful sensation. Her tongue lapped at the mare’s folds, more firmly than before, pressing in past the entrance until she was inside her idol. Her cheeks and chin were now soaking wet, the mare’s arousal dripping down her face onto the cloud.

The slow but steady motions of the experienced mare were having a profound effect on Scootaloo. The full feeling she got when the vibrator pressed in, and the gentle buzz of it being pulled out sent shockwaves through her body. Her whole body writhed as she was overwhelmed by pleasure. As her tongue continued to work at the older mare’s folds, she could hear Rainbow moaning in response, letting her know she was doing a good job.

For Rainbow’s part, she had never felt more overjoyed. The filly’s inexperienced tongue was gently bringing her closer and closer to her limit, but far more effective than that was the foal’s little movements. The slight leg twitches, the faster breathing, the general squirming of the filly’s body, letting the mare see and feel the young foal’s pleasure. Rainbow had known she would find it hot to pleasure Scootaloo like this, but she had underestimated just how amazing it would be. Hearing the foal moan into her again, and feeling the rough sensation of the filly’s tongue inside her was finally too much. She moaned loudly as cum came gushing out onto the foal’s face.

Scootaloo didn’t know what was happening as she heard Rainbow moan and felt the mare’s cum on her cheeks, but she understood that it must have felt good. She didn’t know if she was supposed to stop or continue, but suddenly, once her mentor had finished riding out the orgasm, the mare redoubled her own efforts.

The older mare was now desperate to make Scootaloo cum, to reward the little filly for that amazing experience. She sped up her work with the vibrator, pressing it in and out of the foal’s small body, and she leaned down, using her own mouth for the first time. She lapped at the filly’s small clit, delighting in hearing the now unmuffled gasps and yelps Scootaloo was letting out.

It was all too much for Scootaloo to process. The continued buzzing of the vibrator, and now Rainbow’s masterful tongue made her feel pleasure like she hadn’t even known was possible. She wasn’t moaning anymore, Scootaloo had unknowingly started yelling, her voice filling the room as she failed to contain her overwhelmed excitement and pleasure. Her whole body thrashed, the older mare barely holding her in place as her hips thrust into the vibrator and towards her idol’s face. With ragged breaths, she called out.

“Rainbow! Rainbow, w...what is happening?” The older mare didn’t reply. The filly felt something happening, something bigger than what the mare had already given her. It was building up inside her, making her shout louder and louder. Finally, she let out one last shout yell of pure pleasure, her whole body suddenly thrusting out. A small bit of cum leaked out of her onto the vibrator; the older mare over her letting out a whoop of victory. The filly collapsed onto the cloud bed, eyes wide and body exhausted. The mare rolled off of her, then shifted until she was lying face to face with the filly. Rainbow leaned down and roughly kissed Scootaloo again, her tongue tasting her own cum in the filly’s mouth. When she finally pulled away, she gave the filly a grin.

“So, how was it?” She asked. Scootaloo just looked back, her eyes brimming with joy and excitement.

“Like...like nothing else. That was amazing!” She joyfully replied, before unwillingly yawning. “Can we do it again?” Scootaloo said, bringing a hoof to cover her mouth.

“Not tonight. You need sleep.” Rainbow replied, then to Scootaloo’s surprise, Rainbow pulled a sheet of cloud over both of them, before pressing her body up against Scootaloo’s. The filly smiled, then pressed her head against the mare’s chest as she felt the mare hold her close. Exhaustion overtook her, and the filly was quickly asleep.

Rainbow stayed awake a bit longer, feeling the filly’s breathing against her chest. This had been the best night of the mare’s life, and as she felt her own eyes grow heavy, she smiled. The two of them would have so much more fun soon, she thought.