Friendship is Homoerotic Threesomes

by AndwhatIseeisme

Rating: mature
Tags: Slice of Life, Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Fluttershy, Porn
Length: 5389

Dusk Shine and Rainbow Blitz discover Butterscotch in the middle of doing something rather personal. Then they all fuck eachother.

When Rainbow Blitz offered to take the newly ascended Dusk Shine flying, Dusk wasn't expecting such an exhausting day of exercise. So, when the opportunity presents itself, Dusk leaps at the chance to suggest taking a break over at Butterscotch's home. Thanks to some mischief by Blitz, however, Dusk ends up walking in on Scotch during a rather private moment. Now, having interrupted his friend masturbating, Dusk does the only thing a good friend can: He offers to apologize by having sex with him. Rainbow Blitz joins in too.

Warnings: Rule 63, M/M/M threesome, gay sex, anal sex, oral sex, rough sex, wing sex, more anal sex... look, it's just a bunch of sex, okay?

Art is by Shydale. Can't link it due to NSFW, but have some random, totally unrelated numbers: 2185042

My entry for Dezmo's NSFW Contest

Published 2022-08-28 19:10:00 UTC
Last updated 2022-08-28 19:10:00 UTC

Just three good friends having sex

"Rainbow, please... can't we take a break soon? I'm exhausted and sore all over," Dusk Shine panted as he tried his best to keep up with Rainbow Blitz.

"Oh come on, Dusk," Blitz complained as he rolled his eyes. "Don't tell me you're getting worn out already. We've hardly even started."

"You know I'm not as experienced at this stuff as you are, Blitz," Dusk protested. "Go easy on me, please?"

"Ugh, fine! We'll take a break." Rainbow groaned. "But you're never going to build those flight muscles up if you stop every time you feel a little sore."

"Blitz, just because I have wings now doesn't mean I want to start training for the Wonderbolts. I'm still just getting used to the feel of having two extra appendages on my back," Dusk complained. "When you invited me to go flying, I was expecting a nice easy trip around Ponyville, not a marathon race."

"Geez Dusk, I thought you'd know me better than that by now," Rainbow replied. "If you want to just go on a boring glide, you should go find Butterscotch and fly with him."

"Oh! Speaking of Scotch, we're near his house, aren't we?" Dusk realized. "We should go visit and say hello."

"Oh come on, Dusk!" Rainbow shouted. "I thought we were going to spend the day flying, not taking breaks and visiting ponies!"

"Paying visits to other ponies is an important part of maintaining friendships, Blitz," Dusk lectured. "Now come on, it won't take long."

"Fine," Rainbow agreed with a huff. "Let's get this over with."

The two stallions flew down to the small cabin of their friend. Butterscotch lived quite a distance away from Ponyville proper, but it wasn't too far from where Rainbow's crazy flying had taken them. Dusk skidded to a halt, still not great at the whole landing part of flying. At least he hadn't crashed this time! Rainbow, however, took the time to glance over the front of Scotch's cabin as he touched down. Dusk was too busy celebrating his semi-successful landing to notice the smile that briefly flashed across Blitz's face.

This little visit was going to be more fun than he had thought.

Dusk made his way to Butterscotch’s front door and raised his hoof to knock, but Rainbow stopped him before he could hit the door. Dusk turned to Blitz and gave him a confused look.

“Wait Dusk, um… oh! Scotch’s animals might be sleeping, so we shouldn’t risk waking them up by knocking, you know?” Rainbow Blitz asked not at all suspiciously.

“I… guess that makes sense,” Dusk Shine agreed. “So, should we just walk in then?”

“Yeah, of course,” Rainbow replied. “I mean, this is Scotchy that we’re talking about. What’s the worst he could be doing?” he asked, having seen exactly what Scotch was currently doing.

“Alright. Then let’s go in and say hello.”

Dusk pushed the door open and the two stallions made their way into Butterscotch’s house. Dusk’s ears flicked as he heard a noise coming from the other room, and followed it to find the source. Rainbow Blitz tried his best to fight back his laughter as he followed behind Dusk. This was going to be awesome.

“Hello? Excuse us Butterscotch, but– Oh!” Dusk halted in shock once he saw Butterscotch in the next room.

Butterscotch’s eyes shot open in horror as they made contact with Dusk’s. The pegasus was lying on his back on the floor, his wings wrapped around his cock. A vibrator was softly humming away inside his ass while he jerked himself off. He was biting down on a hoof to suppress his moans, though it did little to hide his blush from the staring Dusk.

“Ah! Oh, um, hello Dusk. I– eep! Please don’t stare,” Butterscotch stammered as he tried his best to hide his face behind his hooves while his wings hid his crotch. Neither helped hide the sound of the toy that was still buzzing inside his butt. “I’m sorry.”

Dusk sighed as his eyes scanned over his friend trying his best to disappear into the floor. Then he looked behind him, where Rainbow Blitz was currently rolling on the floor and laughing like a madpony. It didn’t exactly take a genius to put things together.

“Rainbow Blitz!” Dusk shouted, causing Rainbow to quit laughing and look back sheepishly at the prince. “Did you know Butterscotch was in here masturbating?”

“Well, uh… maybe?” Rainbow admitted reluctantly. “I might have caught sight of him through the window when we were landing.”

“Rainbow, haven’t you learned not to prank your friends like this yet? Look how embarrassed poor Scotch is now,” Dusk lectured, gesturing to the pegasus doing his best to disappear into the rug he was laying on.

“No, no. It’s my fault, Dusk,” Butterscotch whimpered. “I shouldn’t have been doing this in the middle of the day.”

“Nonsense, Butterscotch,” Dusk countered, “it’s your house and you can jerk yourself off and masturbate whenever you want inside it. Dash and I should apologize for interrupting you. Right Dash?”

“Ugh, fine!” Blitz relented. “Butterscotch, I’m sorry for tricking Dusk to walk in on you.”

“Um, thank you Blitzy,” Scotch replied.

“Good. I’m sorry too, Scotch. I should have known Blitz was up to something,” Dusk apologized. “Now, why don’t you let us make it up to you?”

“Um, wait… do you mean?” Butterscotch asked shyly, his wings hesitantly uncovering his dick.

“Yep. After all, what are friends for?” Dusk asked. “Now then Blitz, since this whole interruption was your fault, why don’t you help Scotch finish up by sucking him off?”

Rainbow Blitz’s eyes focused on his friend’s cock, his mouth watering.. “As you command, my prince.”

Rainbow trotted between Scotch’s legs and nuzzled his face between the yellow pegasus’s dick and balls, inhaling deeply. Extending his tongue, Blitz licked slowly up from the base of Scotch’s cock up to the head. Once he reached the top, he opened his mouth and descended back down the shaft, swallowing Scotch’s full length down his throat. Scotch moaned as he felt the warm wetness of Blitz’s mouth surround him.

“Oh gosh, Rainbow. That feels– ah!” Butterscotch exclaimed as he shot off inside his friend’s mouth. Blitz kept his mouth on Scotch as he swallowed all the warm, gooey stallion cum spurting down his throat.

“Wow Scotch, you must have been right on the edge when I walked in if that’s all it took to make you cum,” Dusk observed, smiling as his friend’s cheeks reddened.

“Oh my! I guess I was,” Butterscotch replied. “Sorry Blitzy, I didn’t mean to do that so soon.”

Rainbow Blitz slid his mouth Butter Scotch’s dick with a loud, wet slurp. “Don’t sweat it, Butters. It was kind of my fault you were interrupted in the first place,” he reassured the other pegasus. Rainbow’s gaze drifted over Scotch’s exposed body, before his eyes landed on his butt. “Oh hey! Is that the vibrator I got you for Hearts and Hooves day last month?”

Scotch nodded. “Yes. It was really sweet of you to buy it for me. I’ve been getting a lot of use from it ever since. The size is just right.”

“Oh, let me see!” Dusk exclaimed as his aura wrapped around the toy. Butterscotch moaned as Dusk pulled the vibrator out of him and held it floating in the air. The toy flapped around in the air as the three ponies all stared at it for a moment.

“Hey, isn’t this about your size, Blitz?” Dusk asked.

“Hmm? Oh, well… I guess it’s roughly–” Blitz responded.

“And the color and molting pattern look just like your dick too…” Dusk continued thoughtfully.

“Does it? I, um, I never noticed,” Butterscotch lied, his eyes avoiding Dusk Shine’s.

“Oh my gosh, Blitz! Did you give Butterscotch a model of your dick as a Hearts and Hooves gift?” Dusk asked.

“Hey! He gave me a vibrator modeled on his dick too!” Rainbow protested. “Besides, it was Elusive’s idea, not mine.”

“Aww, that’s so romantic you two!” Dusk Shine gushed. “You’re such a cute couple.”

“We’re not cute, Dusk. We’re an awesome couple, not a cute one!” Rainbow protested.

“Well, I think it’s cute when you get so flustered about being called cute, Blitzy,” Butterscotch added.

“Shut up, Scotch,” Rainbow pouted, puffing out his chest and crossing his forehooves.

“He’s cute when he pouts, too,” Dusk Shine commented to Scotch, causing Blitz to further retreat into his chest fluff.

“Well, since you’re here, can I make you some tea or anything?” Butterscotch offered.

Dusk shook his head. “No tea for me today. Thanks though.” he replied, as his eyes drifted down to the gaping anus of his friend. “I think I’m thirsty for something else right now.”

“Oh, I see,” Scotch said, noticing where Dusk’s eyes were gazing. Scotch stood up and presented his rump to the alicorn, swishing his tail back and forth.“And what can I possibly offer you, my prince?” he teased.

“I think I see exactly what I need to quench my particular thirst, my little pony,” Dusk replied, doing his best to mimic his mentor.

“Geez! Would the two of you stop with the lame roleplay and just fuck already!” Blitz shouted. “I want to get back to flying lessons before it gets dark out, so just blow your load into Scotch’s cute ass and we can get going.”

Dusk Shine rolled his eyes at Rainbow’s impatience, but did as asked and mounted atop Butter Scotch’s back. Scotch felt warm and soft beneath him as Dusk lined his cock up with his friend’s rear door. He could feel the pegasus shiver beneath him, anticipating the imminent penetration by the prince. Dusk’s horn lit up briefly as he cast a quick lubrication spell on his cock to ensure his friend’s comfort as he entered.

Slowly pushing his way inside of Butterscotch, Dusk let out a moan as his cock was engulfed by the walls of his friend. Scotch’s wings went fully erect as his forehooves gave out from beneath him, causing his front half to fall to the floor. Dusk didn’t stop pushing, inching himself deeper into the depths of the pegasus.

“Mmmf, Dusk Shine,” Butterscotch moaned as the alicorn’s medial ring passed through his sphincter.

“Damn, this is hot,” Blitz said as he sauntered closer to the pair of rutting stallions. “Hey Scotch, mind if I take your other end?”

“Not at all, Bli-mmmf,” Butterscotch attempted to reply, before Rainbow shoved his entire length down his throat.

“Rainbow Blitz! You know you shouldn’t stuff your entire cock into somepony all at once! That’s just rude,” Dusk lectured as Scoth’s plush yellow rump finally bumped against the hilt of his cock.

“Pfft. Whatever, Your Highness,” Blitz sarcastically replied, pulling halfway out of Butterscotch’s mouth before thrusting back in. “I don’t recall any complaints the last time I did you. Trust me, Scotch loves being fucked like this.”

Dusk blushed slightly, unable to deny how much he had enjoyed being utterly dominated by Rainbow the night after his coronation. There was something to be said about getting rutted so thoroughly, taken so roughly, reduced to nothing but a fucktoy for your partner. Maybe Blitz had the right idea. Only one way to find out, right?

Dusk decided that he might as well follow Rainbow’s lead. After all, no pony would know better than him how Butterscotch enjoyed sex. Dusk began to rut the pegasus harder and faster, slamming in and out of his butt.

Dusk moaned as he fucked that stallion beneath him. His pace was ruthless as he fucked Scotch into submission. Butterscotch bounced roughly between his two lovers, their cocks working in rhythm to keep up a relentless chain of penetration. As Dusk pulled back, Rainbow would thrust forward, his cock filling the yellow pegasus’s throat. Then, just as he pulled out enough to let Scotch breathe, Dusk would plow his hips forward until his balls bounced against Scotch’s own sack and his alicorn cock bottomed out in his partner’s ass.

Rainbow Blitz reached a hoof around Dusk’s neck, hooking around the alicorn and pulling his face toward him. Dusk didn’t fight as Rainbow’s mouth claimed his, the pegasus’s tongue pushing its way into Dusk's mouth and exploring every inch it could reach. Dusk moaned into the kiss, slowing the pace of his thrusts slightly as he lost himself in the taste and feel of Blitz’s skilled tongue fucking the inside of his mouth. However, he was a Prince now, and couldn’t just let Blitz have his way completely with him. Dusk smirked as best he could as he pushed his own tongue against Blitz’s, fighting his way into his partner’s mouth.

Dusk Shine and Rainbow Blitz continued their oral battle as Butterscotch was rutted relentlessly between them, oblivious to the struggle for dominance happening above him. At least, until he heard Rainbow unexpectedly yelp in surprise. Caught between the two stallions, he was unable to see Dusk’s horn light up, or the vibrator that had earlier been inside of him suddenly pushing itself inside of Blitz. He certainly could feel the effects it was having on the stallion currently face-fucking him, though, as the cock in his mouth began to twitch and swell, and the rhythm of the balls slapping against his chin became more chaotic and haphazard. Scotch had blown the other pegasus enough times to know Rainbow was close. He shut his eyes and prepared for what was coming.

Sure enough, Rainbow suddenly pulled his dick out of Scotch’s mouth. Not a second later, Butterscotch felt the first splash of cum hitting his face. Blitz had always preferred cumming outside rather than in when receiving oral, claiming there was nothing hotter than seeing the face of a stallion staring back at him painted with his seed. Scotch certainly didn’t mind, grinning with a wide open mouth and shut eyes as shot after shot of warm, stallion goo landed on his fur, in his mane, and on his tongue. Feeling the hot, sticky love of one friend splatter all over him as another continued to take him from behind was a feeling of such warm satisfaction that not even a hundred bunny hugs and kitten cuddles could match.

Rainbow fell back on his haunches, observing for a moment the continued rutting of Scotch by Dusk. Dusk’s pace showed no sign of slowing down, even as the yellow pegasus beneath him moaned in wanton desire and fired another load of cum onto the floor below. Scotch’s legs gave out as he came, nearly bellyflopping into his own pool of jizz before a purple aura wrapped itself around him and held the pegasus in optimal position for proper ass fucking.. Blitz couldn’t help but be impressed. Especially as Dusk was also continuing to thrust the toy inside Rainbow’s ass even as he manipulated and fucked Scotch.

“Damn Dusk, really putting that new alicorn stamina to good use, huh?” Rainbow asked.

Dusk shrugged as he continued fucking both pegasi. “Being an alicorn means inheriting the best traits of all three pony races,” he explained. “And yes, that does include earth pony endurance.”

“No kidding,” Rainbow replied. “Wonder if you could outlast Jack now?”

“Maybe,” Dusk mused. “I might at least be worth running some experiments. Just don’t expect me to try competing against Bubble Berry anytime soon. Even alicorns have their limits,” he joked.

“Well, why don’t you give Scotch’s butt a rest for a bit and let us serve our newest prince together,” Rainbow suggested, wagging his brow suggestively at Dusk.

“Sounds good to me,” Dusk said as he pulled his dick out of Butterscotch’s well fucked hole and cast a quick cleaning spell on its. As the two pegasi approached his cock, he took a moment to admire Rainbow’s paint job on Scotch’s fur before their mouths were on him and all he could think about was the pleasure he felt.

Scotch and Blitz nuzzled and lapped against Dusk's cock, inhaling his scent and musk, smearing cum and spit all over it. Working in well-practiced tandem, Blitz went high as Scotch went low, licking and kissing all down the alicorn’s length as they worked toward their respective goals.

Butterscotch eventually found his way to the purple furred ballsack of his friend. Pressing his nose between shaft and scrotum, he allowed himself another moment to savor the heavy scent of the aroused stallion. Ignoring the desire for further self-indulgence, Scotch did his best to focus on the task at hoof: making his friend cum. Pressing his lips to the sack in front of him, he began to plant light kisses all over Dusk’s balls. Slowly his kisses began to transition to quick, teasing licks, letting his tongue dart out for a taste before retreating back behind his lips. The longer he focused on pleasuring the alicorn, the more he let his tongue out to play. It didn’t take long until he was slobbering all over Dusk’s scrotum, covering it with spit and slurping Dusk’s balls into his mouth. Dusk was moaning above, but Butterscotch couldn’t be sure whether it was due to his mouth or Blitz’s. However, when he heard Dusk’s little whimper just as Scotch took his whole sack into his hot and wet mouth, he knew that noise was all his doing. He hummed in satisfaction at that thought, sending further waves of stimulation into the sensitive orbs in his mouth.

Rainbow, meanwhile, had traveled up Dusk’s shaft and immediately took the head of his cock into his mouth. Wasting no time, he quickly stretched his mouth wide open and swallowed the head of Dusk’s cock down his throat. Nearly choking himself on the flared head bulging out his throat, Blitz struggled to breathe around the thick rod as his tongue danced around it. Once he’d adjusted to having the alicorn’s throbbing cock down his gullet, Rainbow began to bob up and down his length. His colorful mane bounced up and down as Blitz rode Dusk’s dick with his mouth. Blitz smiled as he felt Dusks’s hooves tangle themselves in his hair, guiding his head up and down as he sucked the alicorn off.

Rainbow’s tongue swirled around the dick as his head bobbed. Each time Blitz lifted his head enough so that just the tip of his friend was left in his mouth, he’d take a moment to draw small circles on the flat tip of Dusk’s head. Then he’d plunge back down, tracing around Dusk’s shaft as he took him inside himself. Again and again he repeated this maneuver, confidently sure that each moan and whimper coming from the prince’s mouth was thanks to his mouth’s service.

Experiencing the combined oral assault of the two experienced pegasi, even Dusk’s alicorn endurance couldn’t last long. He bit his lower lip and strained himself to resist the urge to climax, wanting to savor the feel of having Blitz and Scotch sucking him off just a little longer. His oragasm wasn’t to be denied for long though, and his whole body quaked in pleasure as it hit him. Throwing his head back, his hooves pushed down on Rainbow’s head, shoving the pegasus’s nose against his hips and driving his cock down Blitz’s throat. As soon as his full length was engulfed by Blitz’s esophagus, Dusk began to fire his cum into his friend.

Rainbow coughed and gagged at the sudden explosion of sticky goo down into his stomach, but was helpless to pull off Dusk’s cock with the stronger stallion holding his head down. Tears streamed down his face, and blackness began to cloud his vision as he struggled for air. Just when he could feel himself blacking out, the hooves in his mane yanked up, pulling the pegasus off Dusk’s cock and allowing Blitz to gasp desperately needed lungfuls of air into himself.

Blitz allowed himself only a couple seconds to catch his breath before glaring at Dusk, then lunging at him. Butterscotch deftly dodged to the side as Rainbow crashed into Dusk and locked lips with the alicorn. The two made out until both were forced to break apart for air.

“Fuck, that was hot!” Rainbow Blitz exclaimed, once he and Dusk had separated.

“It wasn’t too much, was it?” Dusk asked with worry. “I know you like it rough sometimes, but you looked like you were about to pass out there.”

“Tartarus yeah, I was!” Blitz replied excitedly. “That was awesome!”

“Well, I’m glad you enjoyed it,” Dusk said. “You and Scotch were amazing down there. Thank you both.”

“Oh no, it was my pleasure to be able to help you cum, Dus. Especially after you fucked me so well earlier,” Butterscotch said humbly. “I’m glad you liked it, though.”

“Yeah, yeah, that’s all great and all, but I think we’ve had a long enough break by now, right?” Rainbow asked impatiently. “We’re supposed to be doing flying lessons, Your Highness. Or did you think I’d get distracted with sex and forget?”

“Oh, of course not, Rainbow. I can’t wait for more flight exercises and physical exertion,” Dusk Shine lied.

“Cool, me neither!” Blitz agreed, oblivious to Dusk’s lack of enthusiasm. “You want to come with us, Butters?”

“Umm… actually,” Butterscotch stuttered, “I’m still a little worked up and, well, was wondering if maybe we could possibly still continue the apology to me?”

Blitz smiled at his friend. “Still feeling horny, huh? Now probs, Scotchie!” he said, before turning around and presenting himself. “You know this ass is always open for your use! Come plow me until you cum, and then we can all go flying together!”

“Actually, I was wondering if maybe I could, um, do Dusk Shine instead?” Scotch meekly replied.

“Looking to get a piece of royal ass, huh?” Blitz asked. “Can’t blame ya, Dusk’s ass has definitely gotten cuter since he turned into an alicorn.”

“Hey! My ass was plenty cute even when I was still a unicorn,” Dusk Shine insisted. “But, of course you can fuck me, Butterscotch. I don’t mind,” he assured his friend. “Actually, you and Elusive are the only two of our friends who haven’t fucked me since my coronation.”

“Really?” Blitz asked. “I’d have thought that socialite would have been the first of us to jump at the chance to add ‘fucked a prince up the ass’ to his sexual resume.”

Dusk just sighed. “Elusive says ‘a proper gentlecolt’s place is always beneath royalty, not mounted atop it’,” Dusk explained, mimicking Elusive’s posh accent as he quoted him. “He was quite eager to do all sorts of other things with me, though,” he added, his eyes glazing over for a moment as he reminisced on their first night together after the coronation, Elusive doing everything he could to ‘be of service to his prince’.

“Yeah, that sounds like him,” Rainbow replied dismissively. “Fortunately for you, no pony else is going to get hung up about rutting that sweet purple ass of yours just because you got some cool wings to go along with that horn of yours. Now, lay down, raise that cute butt up, and move your tail so Scotchie can fuck you and then we can get back to flying.”

Butterscotch and Dusk both just rolled their eyes at Rainbow before assuming their respective positions. Dusk lowered his front end to the floor, and raised his rear up toward the yellow pegasus, playfully wagging his ass in Scotch’s direction. Scotch allowed himself to admire the view, before stepping forward and mounting the alicorn.

Dusk braced himself beneath the weight of the pegasus above him, and cast his lubrication spell on the cock pushing gently against his entrance. A soft moan escaped his mouth as he felt Scotch’s dick slowly pushing its way inside of him, the pegasus moving forward at an agonizingly slow pace. Scotch didn’t stop pushing forward until he was fully hitled inside of Dusk, their dangling ball sacks resting against each other as the two stallions savored the feel of their connection together.

“How does it feel having me inside you, Dusk?” Butterscotch asked, nuzzling his head against Dusk’s neck.

“Mmm, you feel good, Scotch,” Dusk replied, pushing his back against Scotch.

“You know, you smell like sex and cum,” Scotch observed, burying his nose in the fur of Dusk’s back. “Poor thing, you must be exhausted after all that flying with Blitzy, and then all this sex. Are you sure you’re up to me having sex with you?”

“Please, yes Scotch,” Dusk whined. Again, the alicorn tried to push against the pegasus. Somehow, despite the difference in strength between the two ponies, Dusk couldn’t seem to get Butterscotch to move an inch inside of him. The pegasus remained exactly where he was, nuzzling and licking at Dusk’s fur, as the alicorn grew increasingly frustrated.

“No pushing now, Your Highness,” Butterscotch lightly scolded the stallion beneath him. “Use your words and tell me what you’d like me to do, Dusk Shine.”

“Butterscotch…” Dusk whined.

“I can stay here all day, my prince,” Scotch cooed. “Unless you properly communicate and tell me what you want.”

“Fuck me Scotch,” Dusk replied. “I want you to fuck me.”

“Oh my!” Scotch replied with mock shock. The pegasus gave a slight bump to Dusk’s rear, just enough movement to his cock to tease the alicorn. “Such language from royalty! I don’t know if I should rut you now, if you’re going to talk like that.”

“Please, Butterscotch,” Dusk was begging now. “Please rut my ass, fuck me, do me! Please!”

“Hmm…” Scotch stood up and raised a hoof to his chin, pondering Dusk’s request. “Well, I guess since you asked so nicely, I can do that for you.”

“Thank y–” Dusk was cut off as Butterscotch pulled out all the way to his tip and plunged all the way back inside his colon. Dusk didn’t bother to complete the thought, simply enjoying the feel of cock moving in his ass.

“Did I ever tell you how much I love watching you do that?” Blitz asked, having moved behind Butterscotch and resting atop him. Blitz licked his friend's ear and ground his own cock between Scotch’s ass cheeks.

“Do what, Blitzy?” Scotch asked innocently, fucking away at the drooling stallion beneath him as he leaned back and caught Rainbow’s mouth with his own. “I was only asking Dusky what he wanted,” he continued once their mouths parted.

“I mean the way you can get any stallion to beg you to do just about anything to them just by talking, you little tease,” Blitz answered, kissing his way down Scotch’s spine. “It’s hot as heck.”

“I’m sure I don’t know what you mean, Blitz,” Scotch replied as he pulled his cock back again to Dusk’s entrance. “I’m just trying to be nice, isn’t that right–” he thrust forward –“Dusk?”

Dusk gasped and whimpered as Blitz laughed. “Whatever you say, Scotch.”

Rainbow had kissed his way to the base of Scotch’s tail, and now shifted it to the side so he could have unobstructed access to the gorgeous little pucker of the other pegasus. As much as he enjoyed seeing Butterscotch work his magic on other stallions, he also wanted to move this along so he and Dusk could get back to flight lessons. So, he wrapped a wing around Dusk’s bouncing cock and pressed his mouth to Scotch’s entrance. It was time for Rainbow Blitz to work his own magic.

Butterscotch and Dusk both moaned in tandem as they felt themselves being pleasured by Blitz’s wing and tongue. Scotch continued to thrust back and forth in Dusk’s ass as he felt his own hole being invaded by the hot and wet appendage. Blitz was basically making out with his asshole, and Scotch was loving it. Drool was rolling down his balls as Blitz slobbered messily all over his rear entrance, encouraging Scotch to pick up his pace and fuck Dusk harder. Scotch knew he was getting close, but what kind of Element of Kindness would he be if he didn’t make sure his partner came before him?

Fortunately, Rainbow was doing a great job speeding Dusk’s climax along too. Alicorn endurance or no, few ponies could last long against a wingjob from the Rainbow Blitz. Feathers deftly caressed and tickled along Dusk’s shaft and balls, delicately stroking him off as Scotch fucked him. Dusk moaned and begged the two pegasi to keep going, feeling his second climax quickly approaching. Rainbow picked up the pace of his strokes, matching the speed of Scotch’s thrusts, and both ponies worked together to push Dusk over the edge.

Dusk cried out as he shot his load into Rainbow’s wing. Rainbow smeared his cum across both Dusk and Scotch’s cutie marks, matting down their fur and as he cleaned himself off. He kept licking Scotch's butt, knowing he was close and wanting to get him off quick.

Butterscotch felt Rainbow’s wing smearing cum across his flank, letting him know for certain that Dusk had cum. Content in knowing that his partner had finished, Butterscotch allowed himself to succumb to his own feelings. He savored the feel of Dusk’s anal muscles clenching around his dick, the feel of Blitz’s tongue lapping around and inside his ass, and the feeling of having two good friends sharing bodies and pleasure along with him. With a final thrust forward, he shot off his load deep in Dusk’s bowels, before pulling out and collapsing into a pile with his two friends.

“Wow, that was amazing, you two!” Dusk exclaimed once he’d collected himself. “I haven’t cum twice that quickly since my ascension. You guys make a great team.”

“Heh, damn right we do!” Rainbow bragged. “No pony is a match for our skills, right Scotch?”

“Whatever you say, Blitzie,” Scotch agreed without really listening. “Anyway, I think maybe we should go get cleaned up? I’m feeling kind of sticky.”

Dusk quickly scanned over the state of his own fur and genitals, before agreeing with the pegasus that a bath was definitely in order. Both ponies ignored Blitz’s suggestion that the cum and other fluids would rinse off if they did enough cloud flying, dragging him into the bathroom along with them. A quick scrub down later, along with a little light touching and teasing, and all three were clean and relaxed.

“Alright, we’re well fucked and freshly cleaned, now can we please get back to flying before the sun sets? We’re wasting prime flight hours with all this playing around.” Blitz began to whine as soon as they were out of the bath.

“Funny how I don’t recall you complaining this much back when Scotch was sucking your dick,” Dusk observed.

“Or when Dusk was choking you on his cock,” Butterscotch added.

“Whatever,” Rainbow dodged. “The point is, the day is still young and Dusk isn't getting to be any better a flier by lounging around your cabin.”

“Sigh, I guess you’re right, Blitz,” Dusk relented. “Butterscotch, would you like to join us on our flight?” he offered.

“Yeah! Who knows, it might be fun for you not to be the worst flier in the air for a change!” Blitz added, trying his best to help. The two other stallions simply glared at him.

“Blitz’s comments aside, I suppose it would be nice to stretch my wings a bit,” Butterscotch mused. “Sure, I’ll come along!”

“Great, let’s go!” Rainbow shouted, quickly dashing out the door.

Dusk Shine and Butterscotch followed after him as quickly as they could. Together the three friends all set off into the afternoon sky, feeling like their friendship had grown even stronger after the day’s events.

Maybe these flying lessons wouldn’t be as bad as Dusk had feared, if they also meant more threesomes with his friends.

Author's Note

I've been wanting to write a Rule 63 fic for ages now, so glad to finally have this in the bag. Hopefully this is good enough to win something in Dezmo's contest, but even if it isn't it was still fun to write. Even if it was annoying how many times I found myself trying to type Dash, Shy, or Twilight, and having to correct their names to their gender-swapped ones.

Hope you enjoyed the gay.