“I just can't believe it,” Windy Whistles gushed, extending an arm toward Lightning Dust. “A pretty little thing like you without some hunky guy. I assumed you’d have your pick of the litter with such a perfect body like yours.”

Lightning Dust blinked, tearing her gaze from Windy Whistles' chest. “Oh, I guess. I just never really found myself drawn to them you know?” Lightning Dust replied.

Windy Whistles gasped, slamming her freshly emptied wine glass on the coffee table.

“Never?” she exclaimed in shock. “But the finely toned muscles, the sleek, yet powerful wings. Firm biceps, and slim yet powerful legs.”

Lightning Dust raised an eyebrow as Windy Whistles looked down Lighting’s body, describing what she saw.

“It sounds to me like you aren't interested in just guys, Miss Whistles,” Lightning Dust retorted.

“Oh just call me Windy. Miss always makes me feel old,” Windy Whistles dismissed.

“That doesn't answer my question,” Lightning Dust pressed.

Windy Whistles blushed and leaned back in her seat, avoiding eye contact. “I have given it some thought over the years,” she admitted. “It's not like there haven't been a few women that have caught my eye, it's just…”

“Just what, the fact they aren't guys or do you just really like dick?” Lightning Dust teased.

“So vulgar,” Windy Whistles muttered half-heartedly.

“I’m not hearing a no,” Lightning Dust shot back.

“Oh fine,” Windy Whistles declared, throwing up her arms. “I admit it. I really like that particular part of a male’s anatomy.”

“You do know that many women also have that part, right?” Lightning Dust continued.

Windy Whistles blinked, clearly confused. “What do you mean?”

“It's called being a futa, or intersex if you want to get more technical, but a lot of girls have dicks,” Lightning Dust explained.

“Oh now your just teasing an old woman,” Windy Whistles retorted.

“No, swear on Celestia’s name. It's true,” Lightning Dust replied.

“I don't know. That doesn't sound like a real thing,” Windy Whistles muttered.

“Want me to prove it?” Lightning Dust asked, a smirk forming.

“Where are you going to find such a person at this hour…” Windy Whistles stopped, her jaw hanging open.

Lightning Dust had stood up and robbed the older woman of the words she had been about to speak. For something large, and clearly penis shaped was protruding from her track pants, the appendage topping out at nearly twelve inches long.

“See?” Lightning Dust teased.

“That's just uh… the wine bottle,” Windy Whistles whispered.

Lightning Dust raised an eyebrow. “Want me to prove it?”

Windy Whistles nodded meekly, her gaze remaining cemented on Lightning Dust’s crotch.

“Alright then,” Lightning Dust muttered.

With her thumbs hooked under the hem of her pants, Lightning Dust grinned, observing her host’s expression. Windy Whistles was gripping her right breast with her left hand, while the other held onto the chair like it was her lifeline. Her blushing face only grew even redder as Lightning Dust began to slowly pull down her pants.

Inch by agonizing inch, she dropped her drawers, revealing her shaved, nearly hairless mound. That made Windy Whistles gulp, and squeeze her breast a little tighter, the woman staring intently. Her breathing only became shorter as Lightning Dust pushed on, showing off her thick, throbbing cock. Down she went, until finally the head of her dick was allowed to lurch free of its cloth prison, and nearly strike Windy Whistles in the nose.

So close was the older woman that she was treated to a load of potent musk, the scent filling her nostrils. Unconsciously, she breathed the smell in, setting off a chain reaction of hormones, and sensations. All of which left her dazed, breathless, wet, and ruthlessly aroused.

“Still don't believe me?” Lightning Dust replied.

Windy Whistles shook her head.

“Do you want me to put my pants back on?” Lightning Dust asked with a smirk.

Windy Whistles didn't even need to think about it, the woman quickly shaking her head.

“Would you like to suck it?” Lightning Dust asked, giving her hips a little wiggle. “Because it sure wants to be sucked.”

“Well, I…” Windy Whistles began.

“You, what?” Lightning Dust pressed, pushing her hips forward until her dick was nearly bumping against her host’s nose. “Want to suck my dick?”

“I… do,” Windy Whistles muttered to herself.

“Well then. Go ahead, but be warned. If you get me a bit too excited I may have to take the reigns,” Lightning Dust added.

Windy Whistles leaned forward and grabbed hold of Lightning Dust’s cock right near the base. Her grip was a bit too tight at first, but she quickly adjusted it, pushing down the excitement which had taken hold of her. Though not gone, the almost frantic desire to pleasure that massive pillar of girl dick was simmering at a level that she could handle.

With her lust now under slightly more control, Windy Whistles opened her mouth and extended her tongue. She then leaned forward until her nose was nearly against Lightning Dust’s crotch before beginning a long, sensual lick. Windy didn't know why, but the taste struck her immediately and made her even more aroused than before.

It was the taste of a stud, a real stud, not the weakling she had been married to. This absolute alpha subject was everything she didn't know she wanted until that moment. She had to please her, had to do a good job so as to keep her, even if just for the night.

Up and down she went, lathering a thick layer of spit across Lightning Dust’s slightly musky cock. An entire day spent crammed into the confines of her pants had left the woman’s cock with a scent that lingered in Windy’s nose. Though not the nicest of smells, it was intoxicating, and with each huff, she felt herself become even wetter.

“Not bad. Now open up, and give me the real deal,” Lightning Dust declared.

“Real deal?” Windy Whistles asked.

“You know, sloppy dome, head, a blow job,” Lightning Dust replied.

Windy Whistles blinked. “I thought this was a blow job.”

“Lady that was just the appetizer. Did you never give your husband a blow job?” Lightning Dust inquired incredulously.

“He was usually done after a minute of licks and he was really too small to suck,” Windy Whistles answered.

“I… what?” Lightning Dust muttered.

Looking down at the confused, strangely innocent face of the milf was enough to banish all doubt in Lightning Dust’s mind.

“Damn your ex was a loser,” Lightning Dust stated.

“Um, I guess,” Windy Whistles whispered.

“Alright. Well, do you have a gag reflex? How long can you hold your breath?” Lightning Dust pressed on.

“I don't have a gag reflex, and I hold the record at the local swimming pool at five minutes,” Windy Whistles answered with a hint of pride.

“Really? Damn, that loser didn't deserve you,” Lightning Dust exclaimed.

“What do you mean?” Windy Whistles replied.

“I’ll explain later. Do you mind if I am a little rough? I really need to blow a load. Staring at your tits all night has left me backed up something fierce,” Lightning Dust stated, the woman bouncing on the balls of her feet, sending her immaculately groomed balls bouncing in the air.

“Oh um sure,” Windy Whistles offered.

“Cool, just take a deep breath, and if you want me to stop just tap my leg okay?” Lightning Dust offered.

“Alright,” Windy Whistles agreed.

“Sweet, get ready,” Lightning Dust warned.

Windy Whistles did as she was asked, breathing deeply, opening her mouth wide, and waiting. She didn't have to hold that position for long, as Lightning Dust immediately grabbed Windy’s head and thrust forward. Her cock, long, musky, and reeking with virility, plunged deep into the other woman’s throat, pushing right past her uvula.

The sudden shock of penetration was immediately washed away by the feeling of contentment that spread through Windy’s body. With the large, muscular, and dominant woman looming over her, she felt small in a good way. Such a raw loss of control was completely foreign to the mother of two, yet it was a sensation she instantly fell in love with.

Lightning Dust meanwhile, hesitated for just a moment, cock having just begun to slide down Windy’s throat. When the older woman didn't gag or push her away, Lightning Dust grinned and readied herself to keep moving. Only to glance down at the utterly content expression on Windy’s face and pause for a second longer.

Holy fuck this is hot. Lightning Dust thought to herself.

Not wasting a moment longer, Lightning Dust dug her fingers into the older woman’s short hair and thrust forward. Burying her cock in the milf’s throat, Lightning Dust was dimly aware of the fact that this was virgin territory. Her ex had been too small to ever enter Windy Whistle’s throat, meaning this was something only they shared.

The thought left Lightning Dust feeling oddly warm, though she quickly pushed that thought aside. She had a woman to put in her place, and a fat load to dump in her face.

Grunting to herself, Lightning Dust pulled back, only to thrust forward the moment she exited her partner’s throat. This time she didn't stop until all twelve throbbing inches of girl cock were lodged in the older woman. With her pelvis pressed against Windy’s face, and her balls resting on her host’s chin, Lightning Dust paused to relish the moment.

Windy Whistles could feel her head begin to grow light, not out of a need for air, but sheer awe. She never knew it would feel so good to get face fucked by a futa girl only half her age. Yet here she was, so sopping wet that she was dripping onto the floor.

With fingers clenched tight around the back of Windy Whistle’s skull, Lightning Dust thrust forward repeatedly. Each time she bottomed out with such force that her balls slapped audibly against Windy Whistle’s chin. The older woman also groaned each time, clearly enjoying getting throat fucked by the futa woman.

The pleasure was unreal, even if Windy Whistles wasn't really doing anything but sitting there limply. It wasn't perfect, but Lightning Dust was so turned on by all the time spent staring at Windy Whistle’s tits that it didn't matter. Already, after only a few seconds, Lightning Dust could feel her orgasm starting to edge closer.

Normally this realization would cause panic, and herald a bout of self-talk, but not this time. She wanted to get to the main course as soon as possible, and that meant blowing her first load quicker than usual. Knowing full well that Windy Whistles wouldn't mind a shooter first round, Lightning Dust rushed forward, abandoning all tact.

With nostrils flaring, and fingernails digging into the back of Windy Whistle’s head, Lightning Dust pounded away. Pulling nearly all the way out, only to slam back inside, the futa woman made sure to thoroughly ravage the milf’s throat. Windy Whistles barely even noticed, her mind too awash with feelings she had never felt before.

Over and over her towering, well-endowed partner used her mouth and throat like they weren't even attached to a person. They were just a hole to be used and Windy Whistles fucking loved every last second. Even as her lungs began to burn, and she started to run out of air, Windy Whistles kept reveling in all the new sensations.

It had only been a few minutes into the rough, face-pounding session when Lightning Dust felt her orgasm get closer. She didn't resist the siren song of release, and instead put on even more speed, her hips becoming a blur of motion. The wet, repeated slaps were near constant, serving as a perfect accompaniment for their shared breathy moans of pleasure.

“Here it comes, I’m going to fill your fucking stomach!” Lightning Dust declared.

Windy Whistles held onto her partner’s legs, unable to mutter a word of encouragement or nod, she hoped this was a clear enough sign. Lightning Dust didn't care either way and merely pushed herself forward a few more times before lurching to a stop. Her cock twitched once, twice, then exploded with jizz, shooting a torrent of seed straight down Windy Whistle’s stomach.

Limp, with her eyes, rolled into the back of her head, Windy Whistles knelt there, face pressed firmly against her partner’s crotch. The powerful virile scent was not completely overwhelming, along with the weird pleasure that came with submission and having her mouth claimed. She knew, knew that there was no going back now, the brief taste of ecstasy was enough to hook the mother of two.

“Fuck yeah, drink it all up,” Lightning Dust muttered between grit teeth.

And Windy Whistles did, gulping down load after load of cum, each shot of which eclipsed her husband’s entire miserable output. Then, just as she was beginning to think she was running out of air, Lightning Dust pulled back. Retrieving her cock from Windy Whistle’s mouth, the futa woman stood before her partner, a grin on her face.

“Damn. I really did a number on you,” Lightning Dust muttered.

“Bwuh?” Windy Whistles murmured back.

Lightning Dust pointed to the window nearby. Windy Whistles followed her gaze and found herself looking into her own reflection. One which was very different from what she expected.

What little makeup she wore was completely ruined due to a mixture of tears, sweat, and slobber. Not only that, but she also wore a goofy, lopsided grin that Windy Whistles hadn't even been aware of until that moment. Then the older woman’s gaze fell downward, and she noticed something else that was off.

“Oh my,” Windy Whistles muttered.

A hand went down to her belly, touching the small, but very noticeable bulge visible in her midsection. It looked like she had eaten a large meal, and fairly recently too. A finger poked the bump, causing it to slosh slightly, the noise just barely audible.

“Wow,” Windy Whistles whispered to herself. “I suppose you’ll probably want a nap now. Don't worry, I can make up the spare bed.”

“Take a…” Lightning Dust blinked. “Damn girl, you really haven't had a good lay before.”

“I don't understand,” Windy Whistles replied, standing up shakily, a hand going to the coffee table.

“I don't need a nap, nor a break,” Lightning Dust replied. “In fact, I want to get right on to the main event.”

Lightning Dust paused, and took a step closer, wrapping an arm around Windy Whistle’s midsection. “That is if you are up for it,” added the futa woman.

“Oh, I…” Windy Whistles glanced down, to where her lover’s thick, hard cock was poking up at her, the thing slick with her own spit. “Someone sure is up for it.”

“But is that person you?” Lightning Dust pressed. “Because I think you’re just getting started.”

“I wouldn't be opposed. I just assumed that you would need a few hours or maybe a day before you were um, ready,” Windy Whistles remarked.

Lightning Dust Sighed. “I have so much to teach you. But that can wait, now bend over.”

“What, here?” Windy Whistles asked, glancing around the room. “Can I at least close the blinds?”

“No,” Lightning Dust replied. “I need that ass of yours right now.”

“Well okay,” Windy Whistles murmured.

The older woman walked over to the window and braced herself against the sill, sticking out her backside. She then glanced at Lightning Dust over her shoulder, a confused look on Windy Whistle’s face.

“Like this?” she asked.

“Exactly like that,” Lightning Dust replied.

“But my pajamas are- oh my,” Windy Whistles murmured, her thoughts interrupted by having her pants pulled down by her more dominant lover. “So forward.”

“I’m not the weak, limp dicked loser that you married. Now beg for it,” Lightning Dust demanded.

Windy Whistles was about to ask what she meant when Lightning Dust stepped forward and grabbed the older woman by the hips. She then shifted her own hips forward, nestling herself between Windy Whistle’s legs, cock squished between a pair of thick thighs. Lightning Dust then thrust forward, brushing the head of her dick over Windy Whistle’s slit and nearly entering her.

“Go on now, I want to know just how badly you want it,” Lightning Dust whispered in her lover’s ear.

“I um, well,” Windy Whistles gulped. “Want it.”

“What's that?” Lightning Dust pressed, punctuating her question with another thrust of her hips. “I couldn't hear you over all that mumbling.”

“I want it,” Windy Whistles replied, this time a little firmer.

“Louder!” Lightning Dust demanded.

“I want your cock!” Windy Whistles exclaimed.

“Where do you want it?” Lightning Dust continued.

“I want your thick cock inside of my pussy, I want to get fucked by a real stud!” Windy Whistles all but shouted.

“Atta girl,” Lightning Dust remarked. “Now that I know you want it, we can get onto the fun part.”

“Mmm yes, please. I don't think I’ve ever been this wet before,” Windy Whistles murmured.

“That's not a surprise. A warning though, this first round is gonna be quick. After that, though, well let's just say you are going to have a very long, very exhausting night,” Lightning Dust whispered.

Windy Whistles shuddered. “Take me, you big beautiful woman.”

That was all the encouragement WIndy Whistles needed, and the futa woman lined up her cock, and pushed forward. The resistance she expected to feel was there, but it was in such a small amount that it was a bit surprising. Windy had clearly never taken anything nearly as big as Lightning Dust, yet her cunt still accepted several inches in a single go.

“Oooooh wow,” Windy Whistles murmured. “Your so big.”

“Lady that's only a third of what I’ve got,” Lightning Dust replied.

“What, really? But your so deep inside of me!” Windy Whistles declared.

“You have so much to learn,” Lightning Dust muttered.

Lightning Dust tightened her grip on Windy Whistles' sides, digging her fingers into the soft flesh of the older woman’s backside. The softness was exquisite, and Lightning Dust wanted to enjoy it a little more but pushed that thought aside. Even after cumming only a few seconds earlier she was still burning for more, with a potent load already waiting to be unleashed.

With a grunt, she threw herself forward, the thrust carrying enough force to make Windy Whistles gasp in surprise. It also pushed over half of her dick into the older woman, reaching depths no cock had ever managed before. The effect was immediate, with Windy Whistles shuddering so hard Lightning Dust wondered if she was orgasming already.

The truth wasn't far off, Windy Whistles was nearly there, the shock of penetration, and intense stretching putting her on the very edge. The next thrust was enough to push her over that lip though, the titanic thump of Lightning Dust’s hips jamming every last inch she had into the older woman. Breathless, Windy Whistles stood there, fingers digging into the sill as her entire body shook with an intensity that was almost worrying.

“W-what is this? I feel so goood!” Windy Whistles cried.

“You're having an orgasm. The first of many, let me tell you,” Lightning Dust smacked the older woman’s ass, sending her large cheeks jiggling. “Now get ready, because I’m about to start moving.”

“Already? Oh my!” Windy Whistles cried.

Lightning Dust pulled back, only to thrust forward a moment later, burying herself once more in Windy Whistle’s cunt. The force added more jiggling to her backside and forced the older woman to unconsciously arch her back. Desperate to feel more of the biggest, thickest cock she had ever even seen, Windy Whistles pushed back against her lover’s thrust.

Feeling this, Lightning Dust grinned, excited at the growing eagerness emerging from the older woman. Further pushing of that particular boundary would take time and effort though, for now, she wanted one thing and one thing only. To dump a fat fucking load in the milf’s tight as hell cunt.

With a wild, almost manic grin on her face, Lightning Dust thrust forward, only to immediately pull back and start again. Her natural athleticism and considerable speed allowed her to move faster than most, impressing Windy Whistles. Who could barely keep up with the rapid-fire impact of her lover’s hips against her own.

Steady, rhythmic, and punctuated by loud slaps, the sound quickly filled the room. Leaving little room for Windy Whistles' constant high-pitched moans, or the occasional grunt that came from Lightning Dust’s lips. Neither cared, nor seemed to notice just how loud they had become, with both utterly lost in the depravity.

Lightning Dust had forgotten all about her anger, her revenge, and Rainbow Dash entirely. All she wanted, all she thought about was plowing the hell out of this thick as fuck milf ass. Windy Whistles knew nothing of her partner’s motives, she was just thrilled to be having the best sex of her life.

Over and over Lightning Dust drove herself forward, making sure to get as much of her dick into Windy Whistles as possible. Almost painfully tight at times, Windy Whistle’s cunt was being forced to adapt to something far larger than anything it had taken. The foreign feeling of having her insides stretched was erotic and intimidating, the woman wondering how deep Lightning Dust was going to get.

The answer to that question was deep enough to cause it to fill, but not so deep that she caused any pain. There was only the endless pleasure of being made subservient, mixed with the more physical sensations of getting fucked by someone half her age. Virile, strong, and fast, Lightning Dust was everything Windy Whistle’s ex was not, and she loved it.

“Oh my gosh, I think I’m going to cum again,” Windy Whistles muttered in shock. “Can that even happen?”

“Why don't you wait and see for yourself?” Lightning Dust teased.

“I-oh stars above!” cried the older woman.

Lightning Dust lurched forward, and grabbed hold of the well-worn pajama top with both hands. She then tore it straight down the middle, allowing Windy Whistle’s massive mammaries to dangle free. The massive pendulous orbs jiggled out in the open, only to get scooped up by the eager hands of Windy’s futa lover.

“Such big, fat tits. I bet you could feed a small army with these girls,” Lightning Dust teased.

Windy Whistles shuddered, the thought of getting pregnant again making her pussy ache and a heat to erupt deep within her. Worse still, the idea was made even more pressing, more urgent by the virile stud currently pounding her cunt like a wild animal. Such considerations vanished a moment later when Lightning Dust began to squeeze and kneed at her lover’s boobs.

Her small fingers dug deep, into the bounty of tit flesh just waiting for her to enjoy. Though the angle meant that she couldn't quite put as much power into her thrusts, Lightning Dust didn't care. These were the fattest fucking boobs she had ever felt and nothing was going to stop her from feeling them up.

“Yes, be as rough as you like dear. I’m all yours,” Windy Whistles exclaimed.

Lightning Dust grinned, and began to speed up, pouring on as much power as her lithe frame could muster. Each thrust was deep, relentless, and never pulled out far, partially due to the position, partially because Lightning Dust simply didn't want to. The incredible tightness of the milf’s pussy simply drew her in and refused to let her go, all but demanding that she stay buried inside of Windy.

Her orgasm, already close at hand was drawing nearer still, but Lightning Dust wasn't done yet. While she continued to squeeze and kneed at Windy Whistle’s tits, the futa woman leaned forward and kissed her lover’s neck. That kiss didn't last long, as it quickly morphed into a gentle but firm bite.

“Sun and moon!” Windy Whistles shouted in surprise.

Lightning Dust grinned, and moved her head to the other side of the older woman’s neck where she planted another kiss. The sensation drew a shudder of anticipation from Windy Whistles, the mother of two turning her head to expose more of her neck to her partner. After licking her lips, Lightning Dust took another gentle bite, firmly planting her mark on the older woman.

“I’m close,” Lightning Dust whispered. “Where do you want it?”

“Inside!” Windy Whistles immediately replied.

“Are you sure? I might end up knocking you up,” Lightning Dust pressed.

“I don't care. I never want you to pull out of me, ever!” Windy Whistles shouted.

Lightning Dust grinned. “As you wish, slut, but first I want you to tell me just how much a loser your ex was.”

“He was a loser, and a coward and… and a bad cook!” Windy Whistles declared.

“More! Tell me how I compare to him,” Lightning Dust pushed.

“Your bigger, stronger, thicker, and a better lay than he could ever hope to be!” Windy Whistles answered.

“He was a fool to ever let you go, but that doesn't matter anymore because now you’re mine. Isn't that right, my little whore?” Lightning Dust prompted, two fingers going down between her lover’s legs, and immediately attacking the older woman’s clit.

“Y-yes! I’m all yours! Fuck me, fuck me, fuck me!” Windy Whistles yelled at the top of her lungs.

Lightning Dust grinned, and poured on every bit of speed and strength she had left. With one hand squeezing Windy Whistle’s right tit, and the other still savagely assaulting her clit, Lightning Dust couldn't pull out far. Not like she wanted to, the futa making absolutely no effort to do anything but give Windy Whistles the deepest dicking of her life.

Even as the futa woman began to feel her orgasm edge closer, and alarm bells begin to sound in her mind, she didn't dare take a step back. Damn the consequences, damn the plan, and damn everything that didn't involve pumping this fat milf cunt full of virile futa spunk. That overriding urge completely took over Lightning Dust’s mind, leaving her with no other choice but to do just that.

“Here it comes, take it all you milf slut!” Lightning Dust shouted.

The moment she uttered those salacious words, Windy Whistles came, the woman standing on the tips of her hooves while holding onto the window for dear life. She didn't care that others may be watching her right now, that she was on display, all that she felt was pleasure. Pleasure that was only heightened when she felt the first torrent of seed shoot inside of her, unleashed by the twitching firehose that was Lightning Dust’s cock.

Her jaw hung open, her tongue dangling past her lips, mind too overwhelmed to enforce even a modicum of decency. Already Windy Whistles felt like her insides were flooded with seed, yet Lightning Dust had only begun to orgasm. Still her hands continued to move, teasing the older woman’s clit, while squeezing her boobs, launching Windy’s orgasm into the stratosphere.

“Yes, yes, yes!” Windy Whistles shouted, her vision swimming as she struggled to even hold onto consciousness.

Lightning Dust grinned, and bit down on the older woman’s neck, riding out her own orgasm in relative silence. She wanted to groan, to add some dirty words to it, but she focused on just pushing Windy Whistles as hard as possible. She got that and then some, as just when Lightning Dust’s orgasm was waning, Windy Whistles suddenly collapsed. She didn't make it more than an inch before Lightning Dust quickly grabbed hold of her, keeping the older woman from hitting the ground.

“Woah, are you okay?” Lightning Dust asked, her cock still twitching, and shooting the last remnant of her load inside Windy Whistle’s overfull cunt.

“I… I think I blacked out for a second there,” Windy Whistles murmured, a hand going to her head. “I’m okay now.”

“Still, how about we take this to the bed, hmm?” Lightning Dust inquired. “Wouldn't want you hurting yourself.”

“That would be great. Perhaps we could even break into the good wine I was saving,” Windy Whistles offered.

“That sounds wonderful, but for now let's just stay here,” Lightning Dust whispered. “I want to enjoy this.”

Windy Whistles shuddered as her partner gripped her hand, and kissed her cheek. “That sounds divine.”

Author's Note

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