Mare In The Moon, Part 2

As the group walked, with Twilight and Fluttershy at the back, the yellow pegasus has her eyes on Twilight’s backside. They all then stopped when they heard the roar of a nearby manticore. Getting down low, they all looked around to see if they could make out where the creature was. After hearing another roar from further away, they deduced that the manticore was moving away from them.

“That was close,” AJ sighed. “Shall we rest up here?”

“Good idea,” Twilight said as she held her hind legs together. “Let’s take fifteen.”

While the others went to find someplace to lay down, Fluttershy approached Twilight. “Are you okay?” The pegasus asked.

Twilight turned to face her. “What do you mean?”

"You seem a little... Well..."

Twilight let out a sigh. "Is it that obvious?" She asked, receiving a nod. "I wanted to repay AJ for her warm welcome when I first came to Ponyville."

"Okay."

"And since it was a favor, I didn't want to ask for anything in return."

"Naturally."

"So, I sucked her off, and... it left me... horny."

"I see." Fluttershy lightly dug at the ground with her front-right hoof. "I could help. I-If you want."

"Really?" Twilight asked with a smile.

Fluttershy nodded. "I enjoyed our time in the forest earlier. I wouldn't mind helping you out."

"Wow. That's awefully kind of you."

"Kindness is sort of my thing. I wouldn't dream of being mean to anypony."

Twilight gave her a smile and looked around for a secluded spot. She then trotted over behind a bush, waving for Fluttershy to follow. The pegasus followed before Twilight turned her backside to her friend and moved her tail aside. Fluttershy licked her lips and leaned in to start lapping at the purple mare's pussy.

"Oh, Fluttershy, your tongue feels amazing."

Twilight felt the yellow mare's tongue run all over her puffy outer lips before the pegasus began to suck on the lips. The unicorn lowered her upper half to the ground while she kept her ass up in the air. Her hind legs soon gave way and she fell with a grunt.

"Oh!" Fluttershy gasped. "Are you okay?"

"Uh-huh. Don't stop. Please."

The pegasus smiled and got down on her belly before she resumed licking the pussy lips. She then slipped her tongue inside as she sucked the juices that leaked out. Twilight moaned out and breathed heavily. Not only was she getting pleasure from the mare's tongue, but she could also feel the mare's warm breath on her marehood.

The unicorn’s whole body shook as she felt a huge orgasm coming. “F-Fluttershy,” she moaned out. “I’m gonna cum. And it’s gonna be big.”

She didn’t feel the mare slow down or stop, and hoped she heard her warning. She then closed her eyes and moaned loudly as her orgasm finally arrived. A rush of milky mare cum poured out of her pussy and soaked Fluttershy’s muzzle. The pegasus went wide-eyed as some of the creamy cum flowed into her mouth.

When the orgasm stopped, Fluttershy sat up and licked her lips. “You weren’t kidding about it being big.”

Twilight exhaled slowly as her pussy quivered. “You’re great with your tongue,” Twilight said as she rolled onto her back.

Fluttershy smiled down at her. “Maybe next I can help with… your… um…”

Twilight looked up at her. “Huh? My what? I’m pretty satisfied right now.”

“I know, but… maybe I can still help with your…”

“Fluttershy, we’ve had sex twice now. Just ask me.”

“Your penis.”

Twilight stared at her. “You know it’s not real, right? Not like my… pussy…”

“I know… But… um…”

Twilight then let out a brief chuckle. “Oh, you just wanna lick it, don’t you?”

Fluttershy hid behind her mane and nodded, her face going from her normal buttery yellow to a deep red. “Mmm. Is that okay?”

Twilight smirked and lit up her horn before she summoned her cock again. “Fine by me.”

Fluttershy smiled and laid down on her belly again. This time, when she leaned in, she started to lick at the purple balls. After a few licks, she just pressed her nose to the sack and held it there. Twilight could hear light inhaling, telling her that the shy yellow mare was most likely a secret freak.

“You’re more… adventurous… than you appear to be.”

Fluttershy opened her eyes and picked her head up. “The last time we were together was my first time. I always imagined what it’d be like. All the books and other ponies saying it’s the greatest feeling in the world. When you showed me that feeling, I guess I sort of… became addicted.”

Twilight smiled and sat up. “Well… I’m not going anywhere anytime soon. We’ll have plenty of time to… have sex with each other.”

“Oh, my,” Fluttershy cooed with a happy flutter of her wings.

Twilight pulled her into a deep kiss, their tongues immediately going for each other’s mouth. While their taste buds rubbed together, Fluttershy rested atop Twilight and forced the unicorn to lay back down. With Fluttershy on top, both mares moaned into the kiss.

When the pegasus felt the purple rod twitch beneath her, she let out a breathy giggle. Breaking the kiss, she started to back up when Twilight spoke up.

“No, don’t back up. Turn around.”

Fluttershy smiled and blushed as she turned in place, her winking marehood directly above her friend’s face. She then sat down and lifted the purple penis with her hooves. While Twilight started to lick at her pussy, Fluttershy started to suck on the tip of the cock.

As they tasted each other, Applejack watched from nearby. She was seated behind a bush and rubbing herself. Her breathing was heavy and sweat started to glisten on her body. She started to speed up when she heard a voice next to her that made her jump.

“Heya,” Rainbow greeted.

“Gah!” AJ gasped, before she turned her red face to look at the pegasus. “Uh…”

Rainbow looked over at Twilight and Fluttershy before she looked at AJ again. “I guess our little group of friends is getting even closer?” Without saying anything else, she laid down and started to lick at AJ’s pussy.

Applejack exhaled deeply and looked over at Twilight and Fluttershy again. As she watched, she could feel Rainbow’s tongue licking around inside her.

Twilight let out a few grunts into her friend’s wet hole before she rolled her head to the side. “I’m close, Fluttershy. Be careful. I-It feels like a big one.”

Fluttershy kept bobbing her head but let out an affirmative, “Mmm!”

Twilight went back to living as she felt her orgasm nearing the tip of her cock. When the first rope shot out, Fluttershy stopped and pulled off. She then stroked the shaft with her forelegs while licking at the tip. More and more shot out and landed on her face, head, and even her back.

Applejack let out a soft moan as she squirted a little in Dash’s face. “Ho-oly hell…” she sighed deeply.

Rainbow sat up and licked her lips. “What?” She asked as she looked over at the other two. “Oh, nice. Fluttershy is way more kinky than I thought.”

“Hey, girls,” Pinkie greeted, making AJ and Dash jump. “Rarity and I are ready. How ‘bout you two? And have you seen the others?” Before she could get a response, she saw Fluttershy licking Twilight’s shaft with cum all over her head and face. “Oh, I see what’s going on here. When you’re ready, then,” she cooed as she skipped off back to Rarity.

AJ and Rainbow just eyed each other.