Rainbow Factory But Horny

by Pillowfight

1. What goes into a rainbow?

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Like a lot of clop stories, this one starts with a cock. But this story couldn’t start, because the cock wouldn’t get hard. Meteor Gleam had been trying for ten minutes, and Perihelion’s proud red staff stayed a scared little snake, hiding in its sheath. She’d tried mouth, hooves, dirty talk, teasing his wings, even a small knot of magic worked in and out of his butt while she spoke in a deep voice like a stallion’s. Nothing!

“I give up.” Meteor climbed out of the bed. “What do you need?”

“Can we just cuddle?” asked Perihelion.

“Sure, right after you pound my magic vag into orbit. Now, tell me who I have to blow to get this thing off the ground.”

“Babe, please, I’m tired.”

Meteor presented herself to her coltfriend, winking and glistening. “Tired of this?

“No! I’m just sleepy tonight. You look really sexy.”

Meteor sighed. “Peri, you’re a sweet guy, but there are at least ten sweet guys in Equestria. Most of them don’t live all the way over in Cloudsdale, and only one of them won’t get hard for a hot mare in a Royal Guard uniform!”

“It’s not you! It’s my new job, at the Weather Factory. I’m so tired all the time.”

“You’re tired? You work indoors! I have to stand still all day, in full armour, while stupid tourists tease me. Today this earth pony slut came right around and started eating my ass. Nom nom nom. She didn’t say a word! Her husband was taking pictures.”

“Is that allowed?”

“What’s not allowed is me moving to stop them. But I can bust their balls if they try for penetration. That’s a big no-no when I’m wearing the yellow badge.”

“Seriously? You’ve got colour-coded kink badges?”

“Guard duty is boring! The only challenge I ever get is getting off without moving a muscle. So, most days, I wear the yellow badge and I let it happen.”

This got a little interest from Perihelion’s eyes, but none from his dick. “Does Cakebitch know about this?” he asked.

“Who do you think set up the badge system? I heard she’s got a telescope set up in her throne room so she can clop to us. Damn, she got a show today! Do you remember my partner Carbon Plate? He wore the green badge, and a whole hoofball league pulled a train on his ass. He came three times and didn’t even grunt. That guy deserves a medal.

Meteor tapped her coltfriend’s sheath, playfully, yet angrily. “Get the picture, stud? I don’t care if you’re getting side action at work. If your new boss is pinning you down and sucking lunch out of your balls, I say bon appetit. Just tell them to save some for me! Heck, I just told you how I got lezzed on in public, and not a twitch from your little guy. I thought stallions loved that stuff. Do you need more detail? Do you want to be the one taking the pictures?”

“I want to sleep.” Perihelion pulled his pillow over his head. Meteor Gleam pulled it away with her magic and threw it across his bedroom.

“Peri, sweetie, real talk: I like you a lot, but it’s 50% personality, 20% huge pegasus cock, 30% technique. Now your personality’s gone sour, and there’s no huge pegasus cock, so I can’t feel the technique. You have to fix this, or we’re not going to last.”

“Nothing’s wrong.” He yawned. “I’m just tired.”

“What are you doing that makes you so tired?”

“I can’t talk about it. The doctor says it’s top secret. Sit on my face if you want. I’ll eat you out.”

“How can I resist? You make it sound so great!”

“Forget it, then.” Perihelion rolled over on his side. Meteor Gleam sulked. “I’m sorry I yelled,” she apologized at last. Perihelion just grunted.

“Could you... will you give me a hornjob? Please?”

Peri opened his mouth without rolling over to face his marefriend. “Stick it in. I’ll suck it.” She did, and he teased the sensitive ridges with his tongue, and after a couple minutes Meteor sputtered a perfunctory magicgasm into Peri’s mouth. He swallowed the tingly sparkles and tried not to make a face.

“Thanks, babe.” Meteor Gleam kissed her coltfriend’s cheek. “That was nice.”

“Yeah,” Perihelion mumbled, blankly, as if he’d already forgotten what he’d just done.

Meteor Gleam lay next to Perihelion and wrapped her hooves around his muscular barrel. A grumpy hornjob was nothing compared to the glorious fun they’d had in his bed just one week ago, but at least he still wanted to please her. Knowing this kept the bad thoughts away, for a little while, at least.

She had to find out what was going on in that factory. Who was this “doctor,” and what were they making Peri do that was so tiring? Why had the job ad been so specific about his coat? “All red-furred pegasus stallions who are sound in body and mind and above the age of eighteen years, are eligible.” What did that mean? Why did they care what colour his fur was?

The new job paid really well, and Peri was generous with gifts and romantic gestures. But she hated that he wouldn’t be honest with her. And the nicest gift of all, the one Meteor Gleam wanted to be given at least twice a day, lay sheathed and unused between Peri’s rear legs as they fell asleep together.


The pegasi made a big deal out of running the Cloudsdale Weather Factory all by their cute little selves, but the factory had been designed by unicorns and built by earth ponies. When their fancy equipment broke, those hunky featherbrains were clueless. They needed good old bonehead magic to fix things up right.

The next day, Meteor Gleam scrolled in sick for guard duty and stayed in Cloudsdale. After Perihelion left for work, she dressed up in a set of cheap coveralls, mussed up her mane, and followed him to the Weather Factory just in time to join the morning tour.

In a pocket of her coveralls Meteor carried the perfect disguise: a huge pair of sunglasses. With the glasses on, she looked like a unicorn tourist. If she slipped them off, the coveralls made her look like a maintenance worker. Snooping around weather facilities probably wasn’t something a member of the Royal Guard should be doing, but if Princess Bookfucker could disguise herself in saucy outfits and run capers all over Equestria, why couldn’t Private Meteor Gleam?

The answer, of course, was “because you’re not a fucking princess.” Meteor’s commanding officer had made that clear after the taco incident. But this was totally different! Twilight Sparkle’s Friendship Day Proclamation deputized every pony in Equestria as a royal agent when investigating a friendship problem, and if Peri’s limp dick wasn’t a massive friendship problem, Meteor Gleam didn’t know what was.

Equestria was changing, after all. Cakebitch had always been uptight, and Wetdream was a thousand years out of date, but the nation now had two new princesses, young and sexually liberated. Cumheart and Bookfucker had swept Equestria like a fresh wind, imposing policies that encouraged their subjects to explore new types of “love” and “friendship.” Now even the older princesses were starting to show cracks in their armour.

Just a few years ago, everypony had treated the princesses as virgin and untouchable. Sex was something you performed for their amusement. After Cadance’s memorable wedding, that taboo was shattered for good. All Equestria knew that even an alicorn enjoys a good rutting. Surely the princesses would understand what Meteor Gleam was going through... and what wasn’t going through Meteor Gleam!

The Weather Factory tour was full of unicorns Meteor’s age: university students on a day trip from Canterlot. She slipped into the back of the group, hiding her face behind her sunglasses and an unfolded tourist map of the factory.

The tour leader led the group through winding hallways, chattering away about the importance of weather to Equestria, and of pegasi to managing the weather. Meteor Gleam yawned unbearably. This was even more boring than guard duty. At least there she could rely on regular oral sex from tourists. She thought about hitting on some of the students, but nerds had never been her type.

Suddenly the sound of excited murmuring came from the front of the group. Meteor Gleam stood on the tips of her hooves, trying catch a glimpse. She saw a pegasus stallion in a lab coat trot up and whisper into the tour guide’s ear. His fur was a dark red that reminded Meteor of her mysteriously tired coltfriend.

“What a nice surprise!” the tour guide announced. “Just as we enter the rainbow department, we bump into Dr. Atmosphere, our expert in everything prismatic! Doctor, why don’t you give this portion of the tour?”

“Doctor,” eh? Meteor Gleam thought.

“Well, well, everypony!” the dark red pegasus walked through the crowd, shaking hooves. “Welcome to the Cloudsdale Weather Corporation and our state of the art factory! I’m sure you’re all excited to learn how rainbows are made!”

One especially nerdy mare spoke up: “Actually, I was hoping to see the thunder vault.”

“I’m doing a research project on sleet,” added a stallion wearing a Canterlot U sweatshirt.

“Do you still have the room where we can try out sex on different kinds of clouds?” asked a mature mare who was accompanied by a much younger stallion.

Dr. Atmosphere looked disgusted. “We’ve never had a room like that!”

“Oops....”

“Moving right on... everypony loves rainbows, and the secret to rainbows is Spectra! This precious substance is made right here in Cloudsdale, and shipped all over Equestria!”

The doctor lifted a bottle of a rainbow liquid, each band of colour thick and distinct. He shook it vigorously and the colours mixed, only to separate again. "Yes, here it is. Pegasi use Spectra to paint the sky with beautiful rainbows. Earth ponies use it to make wonderful fireworks, and unicorns use it as an ingredient in powerful spells.

“Why, some pegasi even stuff raw Spectra up their hoohahs, so they can queef rainbows out their backsides as they fly about! How incredibly wasteful! If you ever see anypony doing that, you should report her to the authorities, and tell the princesses that she should not be allowed to be an Element of Harmony anymore!”

Dr. Atmosphere took a few deep breaths and forced a smile. “Spectra has so many uses, but how is it produced? Look no further, good ponies! The answer’s right over here!” Dr. Atmosphere led the tour group to a wide glass pipe that poked out through a wall, curved into a downwards bend, and vanished through the floor below. Next to the pipe was a large door protected by metal bars and a high tech lock.

Dr. Atmosphere gestured at the wall happily. “Yes, here it is! The pride of the Weather Factory: a locked door to a soundproofed room that nopony can enter!”

Pretty sus, Meteor Gleam thought.

With a sound like a drain unclogging, a gush of Spectra flowed from the other side of the wall through the glass pipe. Meteor Gleam held her breath, watching the beautiful liquid gurgle through the pipe, down through the floor, and deep into the factory, where it would be bottled and packaged for delivery.

Dr. Atmosphere tapped the pipe with a hoof. “My process creates the purest Spectra ever seen, suitable for the most breathtaking rainbows! Yes, that magical material constantly flows through this pipe, and nopony ever questions what happens on the other side of this wall!”

Extremely sus, Meteor Gleam thought.

“Excuse me, sir, but is it safe?” asked the nerd in the Canterlot U sweatshirt.

“Safe?”

“Yes, I’ve heard that the production of Spectra can be highly hazardous.”

“That’s nothing but a myth spread by my rivals at the Appleloosa Weather Cooperative. With my modern, automated process, Spectra extraction is one hundred percent nonfatal!” Dr. Atmosphere lifted a wing and pointed to a sign on the wall saying 3906 DAYS SINCE LAST GRINDER ACCIDENT. “Now if you’ll just follow me over here...”

Meteor Gleam pretended to look at her factory map and let the tour group pass her by. As soon as she was alone in the hallway, she pulled off her sunglasses. Dr. Atmosphere was so secretive about the room where the Spectra was produced, she just knew it had to hold the answer to her mystery! She hurried to the door and worked her magic into the lock, but the mechanism reacted to the slightest touch of magic by closing in on itself. Only a physical key could open it. Meteor stomped her hoof in frustration. She was so close! There had to be another way in!

“Miss? Can I help you?”

Meteor Gleam whirled around. Her eyes widened to see a pegasus stallion in a tight fitting guard uniform. The sex-deprived unicorn subconsciously licked her lips. Down near the guard’s hindquarters she saw he was packing exactly what she needed right now: a big, fat, dangling, bouncing... ring of keys.

“Hi, handsome!” she giggled. “I’m Creamy Drizzle, from Canterlot Weather Solutions! I’m here to fix the... cloud regulator!”

“Really? Where’s your tools?” Meteor pointed to her horn. “Right, sorry. We don’t get many worker unicorns up here. Especially... whoa!” The guard did a double-take and eyed Meteor from hoof to horn. “Good-looking mares like you! You have beautiful eyes, do you know that?”

“Gee, do you really think so?” Meteor Gleam batted her eyelashes with fake shyness. This was awesome! Bookfucker herself couldn’t have planned it any better, and she had a huge advantage: guards would pretend not to recognize her just to get a blowjob from a princess.

“Definitely. You saw those tourists who just came through? Just a bunch of stuck up eggheads. I know it’s not exactly ‘woke’ to say this, but most unicorns are a little too chubby for me.”

“You like your girls with some muscle, huh?” Meteor struck a sexy pose.

“Don’t tell me you’ve never been with a pegasus! We worship muscles.” The guard was unsheathing a truly mouthwatering cock, mottled and thick. (Sorry for teasing you with his key ring.) Meteor Gleam had to smile. She loved seeing the effect she had on stallions, especially as they discovered how she’d made them lose control.

“Oh!” The guard looked between his front legs and blushed. “Pardon my pony boner, Miss Drizzle, but damn. You’re so ripped, you could almost be a Royal Guard. I’d love to kiss every bit of that barrel, move down to the flank...”

A pang of sadness stabbed through Meteor Gleam. Perihelion had worshipped her muscles. His kisses echoed in every word this idiot said. She smiled sadly, yet seductively.

“Maybe I should switch tribes, eh, cutie? The other unicorns make fun of me, just because I like to keep in shape.”

“Aw, those boneheads don’t know what they’re missing! Say, I know the classiest supply closet in this whole factory. If you wouldn’t mind letting me show you how a pegasus praises a beautiful mare, I bet that cloud thing of yours can wait a couple minutes.”

“Lead the way, big guy~”

Ten minutes later, Meteor Gleam trotted out of a strangely large and fancy supply closet, her teats poking out of a guard uniform that was much too tight in the hips, whistling and twirling a ring of keys in her magic. Of course, she’d let the guard finish inside her before knocking him out. Even if she couldn’t solve Peri’s problem, at least she’d gotten a good fuck out of the adventure. Pegasus cock was just as nice as she remembered it.

After several tries, Meteor Gleam finally found the key that fit the fancy lock next to the Spectra pipe. She left the key in the mechanism and pushed the door slightly open with her magic. From the other side of the soundproofed wall she heard horrifying sounds: a rhythmic mechanical noise and the quiet sound of ponies crying.

Meteor Gleam’s legs quivered. A Royal Guard is fearless! she told herself. She pushed the door wide open, and gasped with horror at what she saw inside...

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