Chapter 1: Rainbow’s Accidental Exposure
Twilight was coughing like she was about to hack up a hairball. The room was filled with the smoke of too many colors for her liking, and she couldn’t see a thing. “Dash!” she wheezed. “Rainbow Dash, where are you?”
“Over *cough* here.”
Finally regaining her senses, Twilight lit her horn and created a mild cyclone indoors. The wind was just strong enough to carry the smoke, and maybe a few papers. Once she gathered all of the undesirable air particles, she condensed them down into a space small enough to fit within a box that she had at the ready. Then, she closed the lid on that low-tier disaster, and turned to face the high-tier disaster with blue wings. “Dash, what were you doing?”
“Me? What about,” Rainbow coughed up a puff of rainbow smoke, “you? What the hay was that?”
Twilight tensed as her cheeks tinted. “I was trying to run an… experiment. However, when I was in the middle of an especially delicate procedure, guess who popped in through the window? Seriously, do you just not understand the concept of a door?”
Rainbow rolled her eyes and scoffed. “Puh-lease. Doors are for chumps. Rainbow Dash has places to be and things to do. Which reminds me.” She cleared her throat again. “I’m taking the CMC out on a camping trip in the White Tail Woods. So, if you need me, that’s where I’ll be.”
Twilight blinked. “Just you? Not Rarity and Applejack?”
Rainbow shrugged. “That’s how we initially planned it, but those two got last-minute appointments for… I didn’t really pay attention. The point is that I’m watching the foals tonight.”
Twilight glowered as her wings bristled. “And the reason you couldn’t just leave a message with Spike, is…?”
“Eh. I prefer the direct approach. Anyway, see ya later, Sparks.” Rainbow then zipped out of the room, leaving a rainbow trail in her wake.
“Dammit, Dash,” Twilight grumbled as she began cleaning up the disaster zone that used to be her workstation. “Why do you always have to be so impulsive? This could’ve been bad.”
Then there came a knock at the door. “You decent?”
Twilight snickered. “Come in, Spike.”
He poked his head in. “You didn’t answer my question.”
“When am I not decent?” Then, at his deadpan stare, she amended, “Don’t answer that.”
“I just came to check on the explosion.” Spike walked up to Twilight’s side and surveyed the damage. “Eh, I’ve seen better. Six out of ten.”
“Blame Dash. She’s the one who flew in unannounced right when I was in the middle of my—”
“New porn spell?”
Twilight’s voice caught in her throat. She turned to her drake friend, mouth opening and closing like a dying fish.
Spike smirked smugly. “C’mon, Twi. After all these years of helping with these crazy schemes of yours, did you really think you could hide anything from me? I’m the guy who handles ordering the materials, ya know.”
Twilight’s cheeks burned, and she averted her gaze. “I… had hoped.”
Spike chuckled at this triumph and set a claw comfortingly on her shoulder. “If it makes you feel better, all I could tell was that this was a porn spell. Most of the details were trickier to figure out.”
Aghast, Twilight huffed. “Th-that is a gross oversimplification of a highly—”
“Sixteen herbs renown for being aphrodisiacs,” Spike stated flatly, arms folded to show that he wasn’t taking any of her BS. “Do I need to run through the whole list, or will you save us both the trouble and just spill?”
Twilight’s ears splayed in defeat. “Okay, fine. If you must know, I was experimenting with ways to improve an existing spell that… well, gives mares penises.”
“A futa spell?”
Twilight went bug-eyed. “How do you know that word?”
Spike chuckled again. “Our friends aren’t as sweet and dignified as they let on. It’s a coin toss whether AJ or Rarity is the worst. The things that come out of those mares’ mouths… And don’t even get me started on their sisters. Phew!”
Twilight pursed her lips, wondering to what extent Spike was messing with her. “Anyway, the crudely named futa spell does, well, I suppose you already know, don’t you.”
“Oh, by all means. Spell it out,” Spike said with a shit-eating grin.
“Ugh. I was trying to add an extra layer of allure to the spell matrix. Essentially, I wanted to make it so that partners who were willing yet hesitant would be emboldened to take that first critical step.”
“That’s a really sweet way of saying that you want ponies to be more open to mare cock.”
“Spike!”
“Tell me I’m wrong.”
“I… Grr! There’s just no talking to you, sometimes.”
Spike raised an inquisitive claw. “Question. If Rainbow came in and messed with the experiment halfway through, then…” The rest was implied.
“Oh, please, Spike. This was still in the experimental stage. Obviously, I used inert ingredients to prevent that exact kind of accident from happening. Rainbow and I were both exposed, and I’m feeling just fine. Why, the only way anything could happen is for a strong surge of magic to catalyze the lingering residue of the explosion and—”
*KER-POW*
An explosion of rainbow light shook the Crystal Castle to its foundation. The wave of light rippled outward from some distant point in the early evening sky. Conveniently enough, all of this could be seen from the window, granting the alicorn and drake front-row seats to the energy wave coming right at them and passing harmlessly through their bodies.
With Twilight stunned stupid, Spike decided to fill the silence. “You, uh, want to finish that sentence?”
“No… No, I’m good,” Twilight said, already starting to feel a peculiar tingle between her hind legs.
***
Rainbow was enjoying the thrill that came with pulling off a Sonic-Rainboom. It was like the usual adrenaline rush of an awesome workout, only bolstered with alicorn magic. Really, nothing could compare. That being said, the sensation was often amplified by the cheering of her adoring fans. In this case, she was pulling the CMC in a flying chariot. She’d bought it to transport ponies for some extra cash, but it was also convenient for carrying luggage and friends to places where the trains couldn’t reach.
“You guys doin’ alright back there?”
“Whoa!” the three girls cheered together.
“That was awesome!”
“Wow, Ah’ve never gone so fast before in mah life!”
Sweetie snickered and pointed at Scootaloo. “Y-your mane.”
“What about it?”
Sweetie reached out and batted at the end of the orange filly’s slicked-back hairdo, prompting Scootaloo to do the same. “Is it gonna stay like that?”
“I kinda hope so,” giggled Scootaloo.
“Hey, Rainbow. Do that again. Ah wanna get that do, too.”
“Sorry, girls. Rainboom really takes it out of me. I’m kind of a minute-mare like that,” she explained to the chortling fillies. “Tell ya what, though. I’ll do it again on the way back, so be ready.” That got another round of cheers from her adoring fans, warming the speedster’s heart. Checking on their location, they’d overshot their original destination, but that wasn’t an issue. She was familiar enough with the area to pick out plenty of alternate camping sites. Granted, this would make it trickier for Twilight to find them, but she was sure that everything would work out in the end. It always did.
Rainbow descended with her chariot to a prime piece of real estate. Near enough to water without the ground being too wet, safe berry bushes for eating, nowhere near any predators, and a rocking view of sunup for tomorrow. The next few hours were spent pitching the tent, preparing the water, starting a fire, and everything else that went into setting up camp.
“Guys, have you ever noticed just how awesome Rainbow is?” gushed Scootaloo like the fangirl she was.
“Don’t see how Ah would. Ya only said it, like, ten times today.”
“Eight,” Sweetie corrected. “Saying it three times in the same breath counts as one.”
“No, it doesn’t.”
“Yes, it does. We’re not counting the words, just the times she makes the statement. That’s eight,” asserted Sweetie haughtily.
Then Bloom got a devious look in her eye. “Ah know. We can ask Rainbow ta settle this.”
Sweetie mirrored Bloom’s expression. “Good idea.”
Scootaloo ran to position herself between her friends and idol. “Guys, no! And I’m being serious. Rainbow is more than just awesome. Everything she does is cool, she’s fun to be around, and…” She trailed off while drawing circles in the dirt.
Sweetie rolled her eyes. “Normally, this would be the part where I tell you two to get a room. However, we only brought the one tent, so keep your tail down until tomorrow, alright.”
Bloom snickered. “That’s a tough order. Ya think she’ll be able ta pull it off?”
“Pull it off, out, or tie it in a knot,” Sweetie listed. “So long as I don’t have to look at it, I’m fine.”
Bloom covered a hoof over her mouth and whispered like Sweetie couldn’t hear. “She’s lyin’. Ah know fer a fact she likes ta-gah!” Unfortunately, the farmer’s big secret was cut short by a tackle from the tiny marshmallow.
Rainbow was far enough away that she could only hear every other word, but the general sentiment made her smirk proudly. That smirk twisted into something less controlled as she sat half-submerged in the stream. She’d started to feel a little warm and decided to take a dip to cool off. When that didn’t work, her hoof had somehow found its way between her legs. Why? Why was she suddenly so horny? Granted, the Sonic Rainboom often left her wings stiff for a while, but this time felt different.
The mare’s clit ached something awful as it begged for attention. She did her best to appease it, rubbing her hoof in little circles and alternating the levels of pressure. It felt good, but inadequate. So she brought another hoof down to tease her teats. Her nipples were painfully erect, and it thrilled her to compress them. As her eyes closed, her imagination painted a picture of somepony using their mouth to eat her out. That seemed like what she really needed right now. Mare or stallion, she wasn’t picky. Unfortunately, they were miles away from civilization and her fellow ponies. Where would she-?
“Uh, Rainbow?”
Startled, Rainbow snapped to attention, compromising her position and almost fully submerging into the water. Then, pulling herself out and coughing up the bit of stream she’d swallowed, she looked at the one who’d caught her with her hoof in the cookie jar, so to speak. “H-hey, Scoots. W-what’s shakin’?”
“What were you doing just now?”
Rainbow’s eyes darted around as if in search of the answer. “I was, uh, just chillaxing. You know me, heh-heh. Play fast and rest faster.” She made a mental note to slap herself later for such awful words.
Scootaloo perked up. “Oh, that’s cool. Mind if I join you?”
Rainbow’s cheeks reddened as she went bug-eyed. “Uh, maybe some other time. Was, uh, there anything you needed?”
Scootaloo’s eyes widened as if seeing Rainbow for the first time. The blue speedster only performed minimal self-grooming and was almost never in what one might call a pristine condition, but that was part of her charm. She was too cool for prissy stuff like that. However, something about seeing her in this drenched state was doing something for the orange pegasus. Rainbow’s drenched fur had turned a few shades darker, and there was a peculiar appeal to her dripping mane. It evoked images of mutual preening, something pegasi did for purely hygienic reasons, but was a popular setup in erotic literature.
No! Scootaloo screamed in her head. Get your head out of the gutter, girl. Rainbow isn’t into you like that. She bit her bottom lip in the hopes of using the pain to quell her fantasies.
Now that she’d recovered from the initial shock, Rainbow took a long and appraising look at the filly. Of course, she wasn’t a filly anymore. Besides her cutie mark, which most considered as a marker for adulthood, her body was starting to develop nicely. She was eating enough to fill out in all the right places while discarding any lingering baby fat. She still had her filly cuteness, however.
And that mouth… Scootaloo biting her lip drew Rainbow’s attention to her mouth. It seemed perfectly suitable for her earlier fantasies. It was a good size with lips, a tongue, and maybe some teeth, if the speedster was feeling adventurous. She probably didn’t have much in the way of experience, but Scootaloo was her biggest fan. She’d be willing to learn, even eager. Rainbow wasn’t much of a teacher, but she knew how to be a loyal and supportive friend. All Scootaloo would need is a little encouragement and patience as they worked together to… Rainbow pinched her foreleg and gave it a rough twist for maximum pain. This was not an acceptable train of thought.
Realizing that the silence had gone on for too long, Scootaloo decided to finally answer. So, what were they talking about, anyway? Oh, right. “I was just, ya know, wanting to hang out.”
Rainbow smiled kindly. “You girls finish gathering the extra firewood and berries?”
“Sure did. The pot’s boiling, and Apple Bloom should be prepping the soup as we speak.”
Rainbow swaggered over to the filly from the stream, still dripping as she playfully messed Scootaloo’s mane. “Then hanging out’s about all there is to do, squirt.” Rainbow was mindful of Scootaloo leaning into her touch and making a sound that was almost a purr. This was typical. Scootaloo looked up to the rising star that was Rainbow Dash and would do anything for her approval. However, it only just now occurred to her that ‘anything’ meant, well, anything. Rainbow’s eyes drifted down the filly’s back to her pert little rump. It was still very much a filly’s rump where the last of her baby fat was stored. How soft was it? If Rainbow was going to teach her student how to use her mouth, it only made sense that a demonstration would be in order, right? Wrong!
Despite facing one another, Scootaloo noticed the odd way that Rainbow’s tail was flicking. Mares only flicked their tails like that when they were fighting to keep from flagging. Was Rainbow aroused? Did her fan accidentally stumble on her in the middle of…? Scootaloo suffered a brief mental blue screen and needed to reboot. If that had happened, then Rainbow was probably very agitated for being interrupted. That was wrong. The right thing would be for the wrong-doer to… No! She’s not even into fillies… as far as you know. Wait…
“Uh, Rainbow.”
“Yeah, squirt.” Rainbow noticed how her muscles tensed and her breathing became more labored, almost like she was anxious to hear what the filly had to say.
“This might sound weird, but…” Asking if her idol had ever had a boyfriend would be unbearably embarrassing, so she sought an alternative. “Are the Wonderbolt showers like what the rumors say?”
Rainbow snickered. “Curious, are we?” she asked as an image flashed in her mind of her young fan joining her for a scrub.
“Uh, kinda. Like, is it really what they say where it’s, ya know, an all-you-can-grope buffet?” Scootaloo very much wanted to throw herself in the stream and drift along somewhere she’d never be found again.
“Eh, it depends. Like, if there’s been an especially grueling workout where it hurts to breathe afterward, nah. No pony’s in the mood for nothing. However, if it’s something more mild and ponies got some extra energy to burn off…” Rainbow grinned lasciviously and made a crude gesture with her hoof.
Scootaloo gulped audibly. “A-and you?”
“What about me?”
“Like, who do you prefer for… ya know?” Scootaloo inhaled deeply through her nose. Something stank, so she smelled it again.
A part of Rainbow felt like she should put a stopper in this conversation, given how funny it was making her feel. However, another part of her happened to like this feeling and was curious where it might go. “I’m kinda up for whoever. Mare or stallion. Whoever tickles my fancy.” Seeing Scootaloo lick her lips gave Rainbow the peculiar sensation of a weight being added under her belly, like her teats had swollen or something. “Usually, it’s whoever makes the first move,” she said in a husky purr.
“R-really?” chirped Scootaloo. “I, uh, kinda expected y-you to be the f-first.”
Rainbow lowered her head until she was at eye-level with Scootaloo. It was exciting to see just how infatuated the young mare was with her. Her breath smelled like wild berries. “Don’t go spreading this around, but when it comes to that, I’m a bit of a switch. I like chasing, but I don’t mind being the chased.” She snickered. “Course, I don’t make it easy. Pony’s gotta show that they can handle aaall this”—she gestured down her frame—“before they get any. Gotta catch me, if ya know what I’m sayin’.”
Scootaloo took a step forwards. “No, but I want to.”
Rainbow found herself feeling oddly light-headed. Was there something in the air? Whatever it was, it was intoxicating and left her knees weak. The sensation passed as quickly as it came, and she straightened up. “Uh, I think we should head back for camp,” she declared with more lucid authority and led the way.
Scootaloo also snapped out of whatever headspace she’d just been in and hurried after the speedster. However, rather than catching up, she chose to trail just behind to get an eyeful of Rainbow’s behind. The blue mare’s blue rump looked strong. It wasn’t the sort of pillowy rump to rest your head on, but it probably felt just as good to hug. She stared at those blue cheeks and the swaying rainbow tail with single-minded intensity. A treasure was hidden behind those hues, and right now, nothing was more important than catching a glimpse. Rainbow must not have been looking where she was going, because she stumbled, and her tail flicked out of the way. Scootaloo beheld everything that her little filly heart craved to see… and then some.
There was hardly any time to ogle the coveted treasure beneath the tail before her vision was stolen by something further south. It’s not like Scootaloo had never seen under other ponies’ tails before. Ponies rarely wore clothes, and accidental exposures were a common occurrence. The polite thing was to pretend to see nothing while secretly savoring the sights. Scootaloo had seen fillies, colts, stallions, and mares galore. Each followed a set formula of how parts were arranged while still being unique. However, she’d never seen that before. And before she knew what was happening, she reached out to touch it.
“Yipe!” Rainbow yelped as she jumped ten feet in the air. Something had touched somewhere very sensitive, yet things didn’t quite line up in her head. Still in the air, she glanced down to find Scootaloo looking mortified. So, the older pegasus gave her a friendly grin. The young mare was just curious. Admittedly, given some of the things she’d said, Rainbow reasoned that she was partially at fault for sending the filly mixed messages. However, as she prepared to apologize and talk things out like rational ponies, she flapped her wings, and something hit her thigh. When Rainbow looked down, her wings stiffened in shock. The mare plummeted to the ground, luckily landing on her back on some soft moss. “Ow…”
“Rainbow!” Alarmed, Scootaloo ran up to check on her hero. She’d seen Rainbow walk away from worse crashes, yet she still worried. However, as she neared, she noticed that peculiar scent from earlier. Her eyes fell on the mare’s new appendage, which stood up straight as the mare lay back. Scootaloo knew the word for it, yet it still eluded her. It was big, though. Big and cylindrical, like a grand spire. It was a darker shade of blue than Rainbow’s fur and covered in veins and bumps that enticed the filly’s eyes. The most intriguing part was the spire’s tip. It was broad and flat, yet still round and smooth. Scootaloo licked her dry lips as its scent tickled her nostrils. She took a step closer, and felt heat radiate off the base. This drew her attention down to the large, heavy-looking orbs that hung over Rainbow’s groin and covered her mare bits.
When Rainbow’s head stopped spinning, she looked up and beheld the same sight that shocked her wings stiff and now entranced the filly. It wasn’t the biggest horse cock Rainbow had ever seen, not by a long shot. However, the pillar of meat still looked massive as it grew out from her groin. The cool air stung the sensitive flesh, making her aware of a weird pulsing. Finally, it clicked in the mare’s mind that not only did she have a penis, but she had an erection.
A gust of hot air blasted the cock’s base, drawing Rainbow’s attention to the filly. Scootaloo looked hypnotized, like a foal staring with longing at a sugary treat. When the filly licked her lips, Rainbow’s pulse spiked. There was no denying the hunger in Scootaloo’s eyes. Whatever her experience, the filly craved what she saw. And as hot breath continued battering her sensitive bits, Rainbow had an increasingly difficult time reasoning why they shouldn’t.
“R-Rainbow?” Scootaloo whispered.
“Yeah, squirt.”
“D-do you have a…?”
“I think so,” Rainbow plainly replied.
Scootaloo swallowed. “It, uh, is it supposed to be th-that big?”
“I mean, I guess,” Rainbow hesitantly allowed, having no idea what was happening. Instead, her mind continued fogging over with desires that made her new tool twitch. “Ngh!” she grunted.
“Oh, is it painful?” Without thinking, Scootaloo reached out and touched the spire. It was hot against her frog, but the blue mare’s hiss made her jump back. “Sorry, did that hurt?”
“I… no,” Rainbow exhaled. “It, uh, felt kinda nice.”
“It did?” Scootaloo looked between her idol’s face and her new equipment. “Sh-should I… ya know…?”
Rainbow sat up, bringing her cock forward to lightly bop the filly on the nose. It was cute the way Scootaloo’s eyes crossed. Then, as if she were moving on muscle memory, Rainbow pushed her cock forward to boop the filly again. She laughed at the returning cuteness. Then, licking her lips, the speedster said, “You ever seen one up close?”
“Well, not exactly,” Scootaloo admitted. Her breathing grew even heavier as she gorged herself on the spire’s scent. It made her little filly flower grow hot as she began rubbing her thighs together. “B-but I want to,” she said without thinking.
A predatory grin spread over Rainbow’s lips as the last of her common sense was swallowed up by foreign desires, and a plan formed. “Don’t play games with me. I know you want to, squirt. Cuz I want to, too.” Again, she pushed her cock to boop the filly.
“Y-you want to… that w-with m-me?” Scootaloo asked while pointing at the spire. The meat tower looked large and intimidating, and the look in Rainbow’s eyes triggered the filly’s prey instincts to flee. Yet despite this, the filly heard herself say, “Okay.”
Rainbow bit her bottom lip as she straightened up while still sitting. She then grabbed the back of Scootaloo’s head and gently brought her forward until she was eye-to-eye with her one-eyed snake. Despite having no experience screwing around from this end, Rainbow still found her actions feeling oddly natural, like she’d been doing this for years. “Open wide,” she gently commanded.
Scootaloo obeyed without question and offered no resistance as Rainbow pushed her mouth onto the spire’s tip. It somehow felt even hotter as the filly moaned. She had to stretch her jaw a little to engulf the whole thing, yet she felt driven to do so. It felt good. The hot meat filled her mouth as her tongue savored every inch in reach. It was like nothing she’d ever tasted. Sweet, salty, or a little meaty? None of these seemed fit. However, another inhale through her nose finally put things in perspective. This flavor, this musk. They could only be Rainbow Dash. Somehow, this realization just made the filly even hotter as she tried to pull more of the spire into her mouth.
“Whoa, not bad, squirt,” Rainbow praised. She no longer needed her hoof on the filly’s head. Scootaloo was doing just fine, pushing down on her own. “Bob your head up and down. Yeah, that’s it,” she coached. Scootaloo was a good student and complied. However, she was clearly distracted. A glance at the filly’s wiggling hips told Rainbow all she needed to know. “Hey, no playing with yourself,” she chided.
Scootaloo tensed when she felt the larger mare grab her rump and turn her around as Rainbow leaned back. The filly became intensely aware of her flower’s proximity to her idol’s face. Rainbow’s breath was hot against the filly’s nether region. It made her little pussy wink, which was the most embarrassing thing ever, even more embarrassing than those times she winked at her aunts. She could practically feel Rainbow’s judgmental eyes on her slit, and possibly her anus. Were they not up to the speedster’s standards? Was she clean down there? Would Rainbow be so disgusted with her unkempt flower that she’d abandon her biggest fan, forcing her to go into exile and hit the tracks as a roaming desperado? Was it a bad idea to read so much of Sweetie’s weird fanfictions about the mane six? That last one was probably a yes.
“For me? You shouldn’t have.” Rainbow licked her lips before planting them on Scootaloo’s cunny. She moaned in delight as she passionately kissed the filly’s lower lips. They oozed with liquid arousal, filling Rainbow with a sense of triumph as she kneaded them apart with her lips and slipped her tongue inside. Scootaloo’s inner walls were sweet, and her taint reeked of youthful innocence. This was a pure and innocent filly who’d yet to be deflowered. ‘Was’ being the keyword here.
Scootaloo moaned around her mouthful as she felt Rainbow’s skilled tongue bore into her sex. Unlike the filly’s tongue, Rainbow was an expert in eating pie. The oral appendage precisely located all of the filly’s sensitive spots, including several she never knew existed. Scootaloo’s mind went hazy with pleasure as her body went on without her. Her mouth fell further on the shaft, with her barely noticing as the tip poked her uvula. Then she went a little further, and finally gagged.
Snapping out of her daze as Scootaloo tensed and groaned in pain, Rainbow immediately ceased devouring the filly’s cunny and began pulling her off. Scootaloo moaned in protest, but Rainbow ignored her. Not soon enough, she’d extracted her cock from the smaller pegasus’ gullet and set her on the ground to hack her throat clear. Rainbow stood beside Scootaloo and gently stroked her little friend between her undersized wings. “Huh, so that’s what it’s like from this end,” she mused.
“Huh?” Scootaloo groaned as she cleared her airway, fearful of some terrible rebuke for her failure.
“Ya got over eager, squirt. Bit off more than you could chew. Literally,” Rainbow snickered. “I can’t tell ya how many times I’ve done that. I see a dick I like, and I just want to take it all. But, sad to say, this is pretty much the one area where the great Rainbow Dash has yet to push past her limits. It’s just funny seeing things from this angle, ya know.”
Scootaloo finally calmed under Rainbow’s gentle touch and words. She hadn’t failed in her idol’s eyes. This thought reinvigorated the filly’s spirit and caused her lustful longing to return in full. “I-I want to do it again,” she needfully stated. “I want to make you feel good.”
Scootaloo’s words also resurrect Rainbow’s lust. The mare’s hungry eyes started at the filly’s cute face, trailed down her slim body, and finally stopped at the curve of her flanks. “I want you too, squirt. Your little sex was so juicy and delicious. I know you can take me.” She turned her body slightly sideways and indicated her still-erect cock. “You up for it?”
“Buck, yes,” Scootaloo said in muted rapture as her body turned around. The filly was now partially convinced this was a dream. Where else could she hear her beloved idol say such amazing words? It actually made perfect sense. The little pegasus had gone to bed after reading one of Sweetie’s more erotic stories, and it was now influencing her dream. If that was the case, she hoped that she wouldn’t wake up before the good part.
Rainbow watched the filly turn around, bend over, and flag her tail in the universal signal of horny mares who needed their pussies filled. “Damn, that’s sexy,” Rainbow hotly exhaled as she returned her nose to sniffing between the filly’s cheeks. The air was warm, and the musk was even more intense than before as she observed the leaking slit. “You’re so wet. Just how badly do you want this dick?” she asked as her cock ached with desire.
“More than anything,” Scootaloo whined. “I want it inside me. Make me yours, Rainbow Dash. Give me your cock, and I’ll do whatever you want.”
“Heh, I like a mare who knows what she wants.” Rainbow confidently smirked as she stepped forward. Scootaloo wasn’t big enough for Rainbow to risk putting her hooves on the filly’s rump as stallions usually did when mounting. Instead, she sucked in her barrel to walk over the filly. Scootaloo’s little wings tickled her underside as her cockhead tapped against something warm, soft, and wet.
“Sweet Celestia, give it to me!” Scootaloo whined.
“He-he, you got it.” Rainbow took another step forward as her cock miraculously aligned with the filly’s slit. It was tight and resisted after the first half-inch. “Relax, kiddo. I can’t get it in if you’re all—Whoa!” Rainbow gasped as the resistance suddenly disappeared, and she slipped in several inches at once. “Hey, not bad. You doing alright down there?” she asked with a proud grin.
Scootaloo urgently nodded. “S-so big!” she grunted as the thick tool stretched her insides. She’d relaxed at Rainbow’s instruction, needing the cock up her twat, but this was unlike anything she’d ever experienced. Of all the times she’d masturbated to the speedster after ‘borrowing’ her aunts’ tongue-like toys, nothing compared to the burning piece of meat filling her now. “Th-that’s more than any—NGH—buck!”
“Hey, you’re doing awesome, squirt,” Rainbow encouraged. She wanted to start ramming the filly full of her new stallionhood, but she resisted. Instead, she encouragingly rubbed her hoof between the filly’s ears. “Just relax, and I’ll do all the work. I’ll make you my slut before you know it,” she said without thinking.
Scootaloo whined in need and gave a squeak that almost sounded like ‘more.’
“That’s my girl,” Rainbow encouraged as she more carefully stepped forward. She had no frame of reference, yet she still believed the filly’s little flower was absolutely amazing. It was so warm, wet, and inviting. Progress was still slow to avoid hurting the little tyke, but Rainbow’s head was still awash with lewd bliss at taking such a young filly. It was just so lewd, but the filly’s deep panting and longing eyes said that she was just as into it, if not more so.
Scootaloo could barely think. Every second that passed saw another inch of cock meat sink into her filly hole. Her opening stretched tightly around its guest, which got easier with time. It seemed like her body was finally getting the message that this was just destiny being fulfilled. Scootaloo was submitting to Rainbow Dash, utterly and fully. And then, at the same time, the larger mare’s waist tapped the filly’s butt, and the cock reached her cervix. Scootaloo fell forward and screamed into the ground.
“Yeah, that’s my good girl,” Rainbow praised. She slightly rolled her hips, giving her lover time to recover, but also helping to relax her vaginal muscles to make this next part easier. “You’re such a good slut. I’m going to start moving now, and good sluts are always mindful of saying if things are getting too rough, got it?”
Panting with her tongue hanging out, Scootaloo turned to stare at her big-dicked lover out the corner of her eye, and managed to nod.
“That’s what I like to hear. This is your first time with the real thing, so I’ll start slow, kay?” Rainbow didn’t wait for an answer as she slowly withdrew. Her eyes rolled to the back of her head as her cock slid along the filly’s tight walls. Entering had been great, but the quicker pace resulted in amplified friction that was utterly amazing. “Shit, is this what it’s like having sex like a dude? What the buck have I been missing?” Rainbow asked the empty clearing and began to laugh.
“Y-you,” Scootaloo grunted back. “O-only you.”
When Rainbow was halfway out, she looked at the filly, and asked, “What’s that? You only want my dick filling your foal hole? Is that what you’re saying, slut?”
Scootaloo nodded, barely noticing how Rainbow’s breathing grew more ragged as her eyes became intense and beastly.
“Yeah, that’s right,” Rainbow huffed as she slipped back inside, much faster than before. “You’re mine, you little bitch. Your pussy belongs to me and no pony else. Got that?”
“Y-yours!” Scootaloo cried out in bliss. “I-I’m yours!”
“Damn right.” Rainbow began thrusting in earnest. Fast and increasingly rough pushes inside, followed by slightly slower withdraws. Her dick churned the filly’s tight insides, creating the most beautiful wet smacks to compliment the youth’s moans. She pushed her hoof between the filly’s wings to hold her down as her ass stayed high in the air. In Rainbow’s mind, this was right. This was where Scootaloo belonged, and the rightness just aroused her even more. “I’m gonna buck you, bitch. I’m gonna make you my cock sleeve, and you’re gonna love every minute of it!”
“Y-yes!” Scootaloo weakly cheered. Each thrust sent tremors through her young body. Her pulse pounded in her ears, but not as loud as the wet smacks from the bucking. Everything about this moment was better than her wildest dreams, and she loved it. She even loved what Rainbow said about being a cock sleeve. Being the speedster’s live-in girlfriend and sex toy had always been her biggest fantasy, right behind getting her cutie mark. And now, it looked like both of her dreams had come true.
When Rainbow felt her balls tighten, her brain somehow recognized the alien sensation of pressure building in her cock. “I’m close, squirt,” she grunted. “I’m gonna make you my mare. You ready?”
“F-fill me!” Scootaloo cried out. “Fill me with your seed! I w-want to be y-yours!”
“Silly bitch. You already are.” Rainbow hilted one last time within the filly. Her cock erupted with seed. It was like peeing, only a million times better. Rope after rope erupted into the filly’s hungry hole. There was so much that some even squirted out where their sexes met. As Rainbow rode out her orgasm, she experienced the happy bonus of cumming from her pussy as sex juices poured down her thighs. It was icky and sticky, but she loved it.
Scootaloo had left the building. Her eyes rolled to the back of her head, and her mouth hung open in a silent scream. Her brain had gone white-hot with pleasure, unable to process the outside world. Without question, this was the single greatest moment of her life. She felt like she could die happy. Except that’s when she felt a familiar pair of lips kiss her cheek. Scootaloo blinked back to consciousness and stared into the loving eyes of her idol. “R-Rainbow… Dash?” she weakly asked.
“In the flesh,” Rainbow boasted, giving her hips a slight twist to stir the filly’s insides and make her squeak. “So, was it good?” she rhetorically asked.
Scootaloo suffered a momentary mental crash. Rainbow’s question was downright absurd, even offensive. To even ask such a thing implied that sex with the greatest pegasus in the world could be anything less than perfect. It just didn’t add up. Luckily, before the filly’s brain went bye-bye again, the mare tapped her cheek.
“Hey, stay with me, squirt. I know death by snu-snu sounds awesome, but just think of all you’d miss out on.” Rainbow laughed and added, “Just wait ‘til we get back to my place and do it on a real bed.”
As if by magic, Scootaloo sprang back to full consciousness. She was lucid and alert, although the dick in her fillyhood still took up most of her attention. The filly looked over her shoulder at where her butt met Rainbow’s groin and gave her rump an experimental flex. “Nnngh! Yeah, it’s in there,” she stated with a giggle.
“Sure is. We’re out camping, and my cock’s found the perfect sleeping bag.” Then, Rainbow sat down and carefully wrapped her arms around Scootaloo’s barrel, pulling the smaller pony against her chest to sit in her lap. With a confident smirk, she asked, “That okay with you?”
“A-always,” Scootaloo purred as she lovingly nuzzled under Rainbow’s chin. It was how her fantasies often ended, with the two wordlessly showing their love after indulging in awesome sex. All that was left was happy matrimony, and everything would be perfect.
Chapter 2: Rainbow’s Filly Harem
“Wha!”
“Gah!”
*Thud*
Rainbow and Scootaloo snapped up to face the disturbance. A pair of familiar fillies had fallen from a nearby bush. Their smiles were nervous and guilty, but their faces were also hot and flushed.
“What are you two doing here?” Scootaloo asked, more annoyed than angry.
“If this were a few months ago, I’d say they were trying to get their cutie marks in peeping,” joked Rainbow. She adjusted her sitting position, causing her half-erect cock to shift inside of Scootaloo’s fillyhood and making them both moan. “A shame, too. I think you girls could have pulled it off.”
The fillies righted themselves and sat down as though awaiting a scolding. Rainbow figured they were used to getting in trouble with their families. “I ain’t mad,” she assured. “Let me guess. You were wondering what was taking us so long, came to investigate, and stayed to watch the show. Am I right?” At the fillies’ nods, the speedster added, “Yeah, I figured. I’d have done the same thing in your position. Though, depending on my mood, the totally awesome and cool Rainbow Dash wouldn’t be content with just watching. Oh, no. I’d step out in the open and ask—no—demand to join in.” She laughed uproariously at her boastful joke. Truthfully, if she were the same age as the fillies, there was next to no chance that she’d work up the nerve to say such things. It was just fun to show off to those who looked up to her.
“S-so, um, can we?” Bloom asked as she watched her hoof trace circles in the dirt.
Rainbow’s brain performed a quick reboot. “Say what…?”
“J-join,” Sweetie clarified, also unable to meet the mare’s eyes. “We saw you two… doing it, and it, uh…”
“It looked like fun,” Bloom finished. “Ah don’t know why. Ah said we should go ‘n’ give ya’ll some space, but then—”
“We saw your stallionhood!” Sweetie cut in with surprising volume, only to blush in embarrassment. “It looked so”—she licked her lips—“good. I mean, it’s not as big as Big Mac’s, but—”
“How do you know that?” Rainbow interjected, although, she felt she already knew the answer.
“We… uh…” Sweetie stammered.
“There’s a peephole in the attic above his room,” Scootaloo finished. “Whenever Big Mac brings in ladies who want a stud, we maybe, sorta, kinda… have a sleepover.”
Rainbow blinked. “You naughty little minx.”
Scootaloo turned away in shame. “A-are you mad?”
Rainbow smirked. “That you didn’t invite me to join? You bet I am.” She traced her hoof down the orange filly’s belly until she felt her still-embedded cock, and then pressed, making Scootaloo shiver. “As for you two…” Rainbow trailed off as she looked at the other fillies and studied them more closely. Both were sitting, but they were also wiggling in discomfort. They either needed to pee, or they had that insufferable inside itch that plagued all horny mares. Their ears also stood at full alert, and they showed other, more subtle signs of arousal that most ponies might miss unless they were explicitly looking for them.
“Well, I can’t really blame you for wanting some of this,” Rainbow bragged as she gestured at her body.
“So, um, yer not mad?” Bloom asked.
“Of course not. Fans wanting me is just part of being a celebrity. I’m always getting love letters, and folks in the stands shout out all kinds of freaky stuff they want to do to me,” Rainbow chuckled. Then, at Scootaloo’s concerned look, she nuzzled the filly’s cheek. “They’re just lame casuals, though. Unless I’m just feeling randy in the showers, I don’t flag my tail for just anypony.”
Reassured, Scootaloo smiled.
“B-but we want it,” Sweetie whined. “Your dick was so… awesome! H-how’d that happen?”
“Who cares,” Bloom dismissed as both fillies stood and started a slow approach. “It’s there, it’s gorgeous, ‘n’ Ah need it.”
“What? No way,” argued Sweetie. “I need it more.”
“Nuh-uh, me!”
“Girls!” Rainbow snapped before the friends could start fighting. She was surprised at how easily they quieted. “Uh, okay, give me a second,” she muttered. “I never imagined I’d have to have the talk with my friends’ sisters while my surrogate sister was still impaled on my stiffening cock.” After hearing her words, Rainbow blinked and added, “Whoa, what is my life right now?”
“But we neeeed it!” whined Sweetie as she ground her hind legs together. “We need your cock inside us.”
“Yeah, we’ll do whatever ya want.” Bloom then looked at Scootaloo. “Tell ‘er, Scoots. Tell ‘er we’ll do whatever she wants so long as she takes us.”
Something about those words triggered something in both pegasi. They exchanged a look and seemed to share a moment of realization as though they could see each other’s thoughts. They’d reached the same conclusion.
However, Rainbow still needed to clarify certain things. “Is that alright with you, squirt?” The speedster licked her lips as she felt her cock start to stiffen within the filly’s love tunnel. However, rather than thinking about her future with her biggest fan, Rainbow’s thoughts were plagued with images of the other fillies’ slutty faces as she filled them with her cock and made them scream like bitches in heat.
Scootaloo had a feeling that she knew what Rainbow was thinking, because she was thinking something similar. “Th-they want it,” she said as if in a trance. “Your dick… they need it in them j-just like I did.”
Rainbow swallowed as her core tightened, and newfound energy erased her inhibitions and stirred her body to action. “And you’d be fine with sharing?”
Scootaloo looked between her friends and her idol. All anxiously awaited her answer. They were counting on her to make the decision that would decide their future. So, in aspiring to live up to Rainbow’s example, Scootaloo answered, “We can all belong to you.”
Steam bellowed from Rainbow’s nostrils as she stood up. The urges from before had returned with a vengeance. How could she have missed it? That look in Sweetie and Bloom’s eyes was the same she’d seen in Scootaloo, not a few minutes ago. Somehow, she concluded this meant that sex between them was not only inevitable, but necessary. It made perfect sense in her head that she had a moral obligation to turn these fillies into panting, screaming messes who could think of nothing but pleasure. Of course, they were already fixated on her cock within the first filly, so the job seemed already half-done.
Scootaloo gave a long, mewling moan as she felt Rainbow’s cock slip out of her. Her sex was left gaping wide after such a massive insertion. “N-no other,” she grunted with absolute certainty as she lay limply on the ground. “No other cock can compare to yours.”
“Yeah, no kidding,” Rainbow chuckled as her resurrected erection bobbed under her belly. Feeling the piece of meat thump and wobble as she walked felt awkward, but she still did her best confident stride over to her soon-to-be lovers. Her ego swelled as the fillies watched her move, panting like starving animals. That’s what they were, though. “You girls hungry for cock?” However, just as they were about to charge her, Rainbow held up her hoof in halting, and they came to a stop. “Hey, looks like you two are already trained. Not bad, he-he. Anyway, there’s two of you, and since I don’t want anypony left out, how about we try for a threesome?”
“Buck, yes!” Sweetie cheered. “Those are Rarity’s favorite.”
Rainbow’s confident smirk fell. “Wait, how do you know that?” When the fillies didn’t answer right away, she added, “Does Rarity’s attic also have a peephole?”
Sweetie smiled flatly. “It’s in the wall, actually.”
Rainbow blinked again. “D-does my house have a peephole?” When the fillies exchanged guilty looks, Rainbow shook her head. “Ya know what; I’m too horny to care. Sweetie, lie on your back. And Apple Bloom, I want you to climb on top of her. I’m gonna show you Spitfire’s favorite position.”
Like trained dogs, the fillies dutifully obeyed Rainbow’s instructions. Sweetie got on her back and spread her hind legs wide, just as she’d seen Rarity do countless times. However, Bloom wasn’t as bold. She timidly reached one leg over Sweetie’s side, found secure footing, and repeated the process. Like a foal fearful of diving into cold water, Bloom fretfully stood tall over the white filly to keep their bellies from touching.
“He-he, I never figured you for the scared one,” Sweetie teased.
“Ah ain’t scared!” Bloom defensively argued. “Ah’m jus’…”
“What about all those times we practiced in the clubhouse?” Sweetie countered.
If it were possible, Rainbow’s cock became even harder. “Yeah, what about all those times? Just what have you three been up to?”
Bloom nervously laughed. “We, uh, were tryin’ ta get our cutie marks in… a bunch of… things.”
“S-Sweetie came up with the ideas,” Scootaloo weakly spoke up as she tried to climb on her legs. Her friends were presenting themselves to the mare who’d taken her virginity, while said mare’s shapely ass and balls were shaking for her number one fan’s entertainment. The longing had returned, so she pushed back at her body’s screaming protest so she could join in the fun.
“Ideas, huh?” Rainbow pondered as she came up behind the fillies and inspected their young, nubile bodies. Both were lean from their active lifestyles, but Bloom had a bit more muscle while Sweetie’s plot was fuller. “What sort of ideas are we talking about?” The mare reached out to the yellow filly’s back and gently pushed her down. Bloom complied without resistance, finally pressing her belly to Sweetie’s and making them both moan as their sensitive undersides touched.
“A-all sorts,” Bloom groaned as she wiggled her backside, causing her tiny teats to brush against Sweetie’s developing nubs. The white filly’s body was almost as warm as her fur was soft, and smelling her breath while knowing what bobbed behind her made her filly flower start to twitch. “Sh-she got us… toys.”
“Oooh, that sounds like fun,” Rainbow cooed. Bloom’s tail was already flagged, granting an unobstructed view of both fillies’ backsides. Their slits were tiny and pink, almost invisible against their light-colored fur. Both were drooling as the pair stimulated one another, all while they kept stealing glances at the coveted meat pole. “Three young fillies blossoming into marehood, dealing with all kinds of crazy hormones, experimenting…” She trailed off as her thoughts turned nostalgic, and the hoof on Bloom’s back began migrating south to her toned rump. The filly squeaked and tried clenching her thighs around Sweetie’s waist. “Ah, takes me back to when Fluttershy and I… Oh, but you kids don’t wanna hear that story,” she teased.
“By Luna’s teats, just tell us!” Sweetie begged.
***
Meanwhile, back at the castle, Luna looked up from her ‘morning’ coffee. “Hmm, that’s an odd one.”
Celestia also looked up. “Something the matter, sister?”
“It is Rainbow Dash. She appears to be fornicating with two of the fillies known as the Cutie Mark Crusaders. Wait… no. The third one is nearby. Apparently, she is still tired from prior fornication,” Luna described as her alicorn magic gave her near-omniscient vision.
“Ah, I noticed them a bit earlier,” Celestia casually recalled from when Scootaloo called out her name. “It seems that our dear Rainbow has been quite busy.” She daintily tittered, glad to have somepony she could talk to about this issue without anypony making a bid deal about it. Alicorns heard whenever somepony called out their name in orgasmic bliss. It was a near constant affair, especially at sunrise and sunset, which the all-powerful goddesses had long learned to accept as just another gift for their hard work. “What’s odd, though?”
“Did you notice that Rainbow is under some manner of spell?” Luna asked. “She not only has male genitals, but her mind is clouded with lust.”
Celestia giggled. “Yes. Twilight has been similarly afflicted, and she and Spike are having quite the time. They mentioned something about a magical accident, and that Rainbow was likely exposed.”
“Ah.” Luna nodded, her vision switching between her sister and the two adorable fillies about to get plowed by a national hero’s enchanted erection. Of course, all of them were technically under magical influence, so the legality was already questionable, even with the fillies’ marks making them adults in most counties… except where they currently resided. “Well, I am sorry to have missed your student and dragon. I imagine it was most stimulating.”
“Oh, it definitely was,” Celestia confirmed. “Come into my dreams later, and I’ll show you.”
“With gusto!” Luna declared and bit into her pancakes.
***
“Fluttershy could hardly get the words out, but she clearly wanted it,” Rainbow recounted as she loomed over the fillies. She poked her phallus at where their lower lips met, causing both to squeal in needy anticipation. “Yeah, she sounded a little like that,” Rainbow chuckled as she bent forward and made a show of sniffing Bloom’s mane. “Ah, fresh filly. Nothing quite like it.”
Bloom’s yellow cheeks reddened from the attention. She reflexively tried to bury her face in the ground, but accidentally nuzzled Sweetie instead. The pair shared an awkward stare for only a brief second before Sweetie’s lust got the better of her, and she kissed Bloom. The earth filly quickly got into it and returned the affection with building passion, all while Rainbow’s cock continued to tease where their sexes met.
“Nice,” Rainbow purred as she watched the fillies make out. She leaned lower to kiss the corners of their fused mouths. When she offered her tongue, both fillies seized on it and began suckling. The mare giggled as she lowered her belly to Bloom’s back, loving the filly’s warm fur stimulating her underside. Then, with a rump wiggle, she began carefully inserting her cock. The thick and hot pole slid seamlessly between the wet pussies. Their bodies were packed so tightly together that slipping between their young teats and stomachs was almost as good as Scootaloo’s sweet sex. She figured that she’d hilted between them when her sack tapped Sweetie’s taint. “Mmmh, that’s niiice.”
“Buck, that’s good!” Bloom blurted as she began humping her body along the thick shaft. It felt amazing as the smooth skin of the rigid phallus glided across her sensitive underside. It sandwiched between her teats, swam over her sex, and even poked at her ribs. “Buck, you’re s-so b-biiig!”
“Hey, le-me try!” Sweetie whined as she grabbed Bloom and used the stronger filly as leverage to match her movements. It was harder with her back on the ground, but Sweetie still managed to slide along Rainbow’s rod and savor the friction against her developing filly parts. They alternated with Bloom moving forward as Sweetie pushed back. That way, their tiny teats also brushed each other as they ground the meat. Finally, their lower lips began drooling for the yummy morsel as both fillies cried in lust.
“Damn, you two are good,” Rainbow praised. For a second, she considered not moving and letting the fillies do all the work. Then, a second later, she came to her senses. Rainbow Dash was a lot of things, but a passive lover was near the bottom of the list, right above professional antiquing. So she pulled her rear back between the grinding fillies’ sexes, held for a second, and then slammed forward. Sweetie slid along the ground, and Bloom nearly lost her balance, but the two held steady.
“You ain’t throwin’ me off that easy,” Bloom declared.
“Yeah, we got our cutie marks from never giving up, and we’re taking your cock the same way,” Sweetie added with equal passion. She tightened her grip on Bloom to pull the filly closer while continuing to squeeze the dick between them. Her pussy felt like it was on fire. She craved something to fill the emptiness, and the shaft’s thickness against her lips could only do so much, but it was the best she had.
“Buck, yeah! That’s what I like to hear!” Rainbow cheered. She picked up the pace, humping like a feral beast between the fillies. No, these were her fillies. They’d pledged themselves to her, and she was in the process of claiming them. They were her possessions, her lovers, and she needed to ensure they never forgot it. However, before she could get too far into her new pace, she felt something strange touch her balls, so she turned around. “Squirt?”
Scootaloo was back on her legs, even if they were still wobbly. The little filly had overcome her body’s limitations to achieve her goal. In this case, her goal was not to be left out of the fun with Rainbow. She pressed her nose against the blue mare’s dark-blue orbs and deeply inhaled. “Even better than your dick,” she dreamily said as the masculine aroma drowned her mind in lust. Without prompting, she then began lapping her tongue against the orbs. Her oral appendage lavished the testicles with love and hunger as she moaned. It didn’t take long before she tried pulling the left ball into her mouth. It was a tight fit, but she eventually managed, and suckled it like a piece of candy.
“Shit, that’s good!” Rainbow hissed. Deciding that Scootaloo knew what she was doing, she returned her attention to the other, questionably pure fillies. “As for you two, I think I know what you need.” This time, when she reared back, Rainbow pulled out until her flat head barely kissed their wet and winking pussies. Then, just as the fillies started to whine in protest, Rainbow angled her dick downward and carefully slid inside.
Sweetie’s mouth snapped open in slutty satisfaction as Rainbow filled her filly flower. This far surpassed any toy or hoof, even while watching her sister. This was a real pulsing and burning cock. It was her cock. Granted, she was sharing it with two other fillies, but that made it no less hers. Rainbow Dash, her lover, had penetrated her young sex and filled it to the brim in a single smooth insertion. The aching emptiness had abated, replaced by rapturous fullness. Not since her cutie mark’s appearance had Sweetie felt so utterly complete. It was a shame that it didn’t last long.
“Whoa, that’s a nice pussy, Sweetie,” Rainbow said as she slowly withdrew her slickened member from the white unicorn. Wet squishing added to the lewd chorus of Scootaloo’s suckling and slutty Bloom’s moans, making the member pulse. “That went in even easier than Scoots. Heh, I guess that says something about being Rarity’s sister.”
***
Meanwhile, as Rarity was closing what may have been the biggest deal of her career, she felt a peculiar swelling of familial pride.
***
“But I’ve got another filly whose been begging for a good dicking, and I never let down a fan,” Rainbow continued as she angled her dick upward and repeated the prior process. Bloom’s pussy resisted only initially but quickly relaxed once her brain registered what was happening.
The earth filly was still super aroused from feeling the bulge in Sweetie’s belly rub against hers, all while watching the cute white filly’s face become hot and horny… The other kind of horny. Feeling her dear friend’s hot breath as she panted and her white cheeks turned pink was tremendously satisfying. Although she knew what the unicorn got up to, it never failed to turn her on to see her seemingly most pure and maiden-like friend get all hot and bothered. The sight alone made her want to kiss the white unicorn, but feeling the bulge press against her belly and teats left her almost too hot to think. Now, she was aroused by the real thing stretching her love hole, instead of just its proximity. “Buck! Buck me like mah brother ‘n’ sister!”
“Ha, knew it,” Rainbow chuckled, but did not break her stride. She sank deeper until her flat head bumped the entrance to Bloom’s womb. Nibbling on the filly’s ear as some stallions and mares like to do with her when they topped, Rainbow slowly withdrew until her erect cocked flopped out with a wet *pop*. The cool evening air stung her wet phallus, so she sheathed it in the nearest warm spot in reach.
Sweetie cried as she once more felt the bliss of total penetration. This time was much smoother and quicker as Rainbow had already sufficiently stretched her foal hole. Whatever pain there used to be was long forgotten. Now, there was only the pleasure of completion as her lover filled her aching emptiness. “Ngh, I love you, Rainbow!”
“Ah love ya, too!” Bloom cried out.
“Mmgphm!” Scootaloo said around her mouthful, only to spit out the testicle. “And I love you more than anything!”
“Buck, you fillies are great,” Rainbow growled like a feral beast. First, she pushed harder on Bloom to squish the fillies’ flowers together as she alternated. Next, she rapidly withdrew from Sweetie, loving the friction of her new yet totally awesome phallus sliding along the youngster’s sensitive walls, making her squeak so adorably. Then, she switched to Bloom with an even harder thrust that made the earth filly’s rump ripple.
Bloom grunted into Sweetie’s mouth as she fondled her slightly smaller friend. She tried to make out with the white filly, but each thrust of Rainbow’s cock caused her to release a slutty moan that broke the kiss. When she felt the bulge in Sweetie’s belly, Bloom grunted as she stared down at the unicorn with deep longing, but also frustration at her inability to give the filly the affection she deserved.
Seeing this, Sweetie smiled sweetly and licked her yellow friend’s cheek. She batted bedroom eyes between mewling moans as the cock made her its bitch. Sweetie loved everything about this moment, from the great weight atop her body, to Bloom’s earthy aroma, the general heat, and especially the spectacular cock stretching her hole like nothing before. Then she squeaked as something new touched her butt, and smiled when she saw a purple tail wagging like a happy dog.
Scootaloo was always a hooves-on kind of filly. She always needed to do something, which carried over to sex. When the CMC ‘practiced’ making out, she loved groping their bodies with her hooves, always wondering how they compared to when the practice became the real thing. Now, after hearing her best friends’ wanton and lustful cries, she felt the need to find out. Scootaloo’s primary focus remained Rainbow’s balls, especially given that sucking the delicious orbs offered a divine view of the older mare’s dripping sex and perfectly muscled blue ass that had the slightest jiggle each time she thrust. However, her hooves quickly found her friends’ asses. Even without looking, she quickly identified Bloom’s butt as having superior size and muscle. Sweetie’s filly rump had a nicer shape with its general roundness, suggesting some lingering baby fat had been put to good use. Scootaloo paused from licking Rainbow’s tentacles to say, “Sweet Celestia, have you two always been this sexy!?”
“Glad somepony said it,” grunted Rainbow after an extra hard thrust into the squeaky unicorn. Sweetie just made the funniest sounds. “Buck, I’m gonna blow. Hurry, all three of you g-get in a line,” she moaned as she backed up, extracting her raging boner from the fillies and making them moan in protest. Rainbow loved their needy tones. “I said get in a line. I wanna t-try something. You all d-deserve a reward,” she hissed while trying to restrain her imminent orgasm. Seeing a pair of sweaty fillies with gaping holes in a passionate embrace didn’t make it easy.
However, using the same determination they once used to pursue their cutie marks, the fillies pried themselves from their positions. Finally, Sweetie and Bloom untangled, though they still maintained some degree of touching. Scootaloo had the hardest challenge. In the short time they’d known each other, she felt like she’d fallen in love with Rainbow’s balls. They were so warm, stunk in the best possible way, and utterly filled with the white goo that made fillies like her happy. Her hooves tried to move away, but her face remained fused to the dangling bits. Ultimately, her friends had to drag her away as they sat in a nice, neat, and impatiently fidgeting row.
Rainbow’s chest swelled with pride as she stared into the needy, expectant eyes of the three young lovers. She sat down directly before them, leaned back, and pumped her hoof along her dick as she aimed at them. “I’m gonna give you girls facials,” she huffed as she edged closer to climax. “I’m gonna—he-he,” she laughed when all three jaws dropped and tongues extended, although Scootaloo looked to be straining to open as wide as possible. “I’m gonna bathe you in my cum, and you’ll be all mine. Your slutty little bodies will be mine to play with, to do as I please, and belong to me.” Rainbow liked to talk dirty, but she’d never said anything like this with her prior lovers. However, something about these fillies in this moment made it all seem right.
Finally, Rainbow ejaculated. She clenched her jaw and grunted as she erupted like a geyser, spraying her load all over the fillies. Her orgasm wasn’t the best, but it still felt incredible, especially given the sheer quantity of spunk that spewed forth onto the fillies. All three were covered from head to hoof in blotches of thick, syrupy white spunk. It stained their manes and fur, especially around their faces. Breathing heavily, Rainbow’s cock remained rock-hard as she beheld the unbelievably sexy sight of three freshly marked fillies now covered in her mark.
The cum was almost invisible against Sweetie’s fur. If not for the sheen reflected in the fading sunlight, it just looked like she had irregular patches of fluff. However, there was no denying the smell or taste. She’d experimented a little with what she found in her sister’s bedsheets after her numerous trysts, but this was infinitely better. The stallion seed was sweet, salty, and fresh all at once. She rolled the initial glob around in her mouth for only a second before swallowing. Just like when Rainbow rammed her filly hole, this filled her with a new sense of completion. So she began rubbing her sex while licking herself like a cat.
Next, after Bloom swallowed, she attained an odd kind of nirvana. She threw herself onto Sweetie, grabbing the filly’s free hoof and rubbing it against her pussy while licking her friend’s cheek. Sweetie’s naturally sweet aroma provided a subtle compliment to the powerfully rank ejaculate, driving her hunger to new heights. Sweetie laughed and offered a token resistance, only to see that Bloom’s more noticeable spunk blotches were going uncleaned, so she leaned over to lick behind her friend’s jaw.
Scootaloo was in a near-feral state. She was utterly drenched in Rainbow’s cum. The smell filled her nose and airways, making her almost feel like she was drowning in her idol’s semen. She was hornier than she had ever been. And when her friends’ giggling caught her attention, she threw herself onto Bloom’s back and started humping like an animal. The earth filly’s ass was just the right shape to rub her aching sex. Her humping smeared semen onto her friend’s back, creating a rough stickiness that just made the whole situation sexier. She craned her neck to Bloom’s front to lap at more semen, only to frequently suffer mutual boops with Sweetie, which were often followed by brief kissing.
Still leaning back, Rainbow’s hoof never left her phallus as she watched the fillies go at it. It was as though they were hi off the ultimate aphrodisiac. The speedster gave a cocky grin as she eyed the leaking flat head of her newest and most favorite toy. “You did good, buddy. You did real good.”
***
It had been a little over a week since that fateful camping trip. Alas, Rainbow and the foals didn’t do much camping. In fact, they were downright exhausted from lack of food, water, and sleep by the time Twilight found them. She got the four back to the lab to run some tests, and eventually called her friends over to discuss the situation, mainly with AJ and Rarity. Twilight’s experiment was no ordinary spell, and could not simply be undone. The side effects could be managed, but the condition was effectively permanent. Sweetie Belle, Apple Bloom, and Scootaloo had all fallen in lust with Rainbow Dash. Fortunately, AJ and Rarity weren’t too upset by this. Their sisters were legally adults, thanks to their cutie marks. Besides, they knew that their sisters already got up to all manner of lewdness, so this wasn’t too much more extreme.
In the end, everypony came to an arrangement that best fit their new predicament. Scootaloo moved in with Rainbow as her girlfriend. However, a needy pet might have been more accurate, what with how the orange pegasus craved near-constant attention from her beloved blue mare. Sweetie and Bloom paid almost daily visits to Rainbow’s cloud house, which had an elevator to grant non-winged creatures access. They engaged in nasty-nasty sex, trying out moves they’d heard about, and achieving whole new levels of debauchery in wild foursomes. However, while clouds didn’t provide the best sound insulation, the citizens of Ponyville were courteous and wholesome folk who didn’t try to eavesdrop on what Twilight had described as a medical treatment. And Pinkie definitely didn’t charge admission to be in earshot of the House of Lewdness. Afterward, they’d all go their merry ways to their various obligations and interests. Rainbow often referred to the CMC as her part-time harem.
Oh, and if you’re wondering about Spike and Twilight, well…
“Oh, Twi~i,” Spike sang in invitation. He was just making dinner, dressed in his usual pink apron when his favorite mare in the world stepped in.
Twilight froze, forcing herself not to look at the drake. If she did, she knew what she’d see, and she knew what would inevitably happen. Even so, she tried to maintain some degree of self-control. “Don’t worry, Spike. I’m still researching how to undo the spell. Granted, I haven’t made much progress of late. However, you have my word that—”
*Clang*
The sound made Twilight’s heart skip a beat.
“Oh, clumsy me,” Spike dramatically bemoaned. “It seems I dropped the spatula. I guess I’m just sweaty from slaving over a hot stove all day.”
“S-sweaty?” Twilight whispered.
“Yup. Oh, well. I guess I’ll just… bend over and pick it up.”
Finally, Twilight had to look. She couldn’t see Spike’s face past the immense roundness of his ass cheeks, but she could almost feel his smirk. The spell ran both ways, making them lust for each other. Sometimes they found relief the traditional way, with Spike as the male. However, based on how his boy butt was shaking with his tail held high while Twilight couldn’t tear her eyes from his dark green star, it was clear that they both had a preference. Eventually, Twilight surrendered to the inevitable and said, “Ah, screw it. C’mere, you!”
Author's Note
And so concludes the long overdue commission for https://www.fimfiction.net/user/209802/superfun This got rather tricky in places, but I’m satisfied with how it turned out. It was a solid length and the lewdness was hopefully satisfying for you readers. If you’d also like a commission, note me so we can throw around some ideas.
