Mile High Club

by Holocron

Rating: mature
Tags: Alternate Universe, Porn, Fetish, Rarity, Random, Sex, Spitfire, Anthro, My Little Pony: Friendship is Magic
Length: 3443

Upon Rainbow Dash's suggestion, Rarity goes to a pegasus sex club to hook up with Captain Spitfire.

FEATURED November 17 - 19 2024

Current projects have been difficult, and a little stressful for the fashionista mare, Rarity. But while she could easily handle the burdens of her profession, she has another issue. It has been a long, long time since she's had sex, and she could be a little selective. But as she complained about this to her friend, Rainbow Dash, the pegasus gives her friend a suggestion. A pegasus sex club in Cloudsdale should have what she is looking for, guaranteed. Curious, and horny, Rarity goes along with it, and not long after, runs into a familiar mare, with a not so familiar feature.

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Derpibooru: 747741

Published 2024-11-16 22:40:02 UTC
Last updated 2024-11-16 22:40:02 UTC

High Elevation means Lightheadedness

“I don’t understand what I’m doing wrong.” Rarity sighed and complained, laying back on her couch in an overly dramatic fashion. “I’m gorgeous, intelligent, and all around a noble mare. So why can’t I find someone.”

“What do you mean?” Rainbow Dash, who happened to be in the room, having a conversation with this mare. “Don’t you get hit on by guys, like all the time.”

“Yes, but they are not anywhere near what I am looking for.” Rarity retorted, still laying back on her couch. “Honestly, how do you do it? From what I hear, you’ve never had a problem finding a gentleman eager for you.”

“I mean…well yeah, but those were just hot fucks and hook ups. Nothing serious.” Rainbow explained, which put a small blush on Rarity’s face. “Us pegasi are pretty free spirited, and casual hook ups are pretty common.” Pausing for a second, an idea crossed her mind. “Actually, the Wonderbolts do have a Mile High Club, where we kinda just let anypony come over to have a chance to fuck us. That’s how I hooked up with Thunderlane that one time.”

“Really?!” Rarity gasped a little, looking her friend over. Rainbow was prone to exaggerations, but she wasn’t a liar by any means. “The Wonderbolts honestly run basically a sex club?!”

“Well, yeah. That’s just a thing in Cloudsdale.” Rainbow replied with a shrug. “We just kinds fuck, like a lot. But these are just random hook ups, I thought you were looking for, I don’t know, a stable relationship?”

“Well…a stable, especially influential noble stallion would be preferred as a partner.” Rarity explained, trying in vain to hide the growing blush on her face. “But I am still a lady. And a lady, no matter her background and social circles, has needs. And currently, I may have my needs met. If you catch my meaning.”

“Oh? Oh?! Yeah, yeah, I hear you.” Rainbow nodded, realizing what Rarity was getting at. “Okay, tell you what, I’ll set you up to go to the club. And I’ll make sure you get the best fuck ever. The most awesome hook up in Equestria.”

“Bold words, and bold promises.” Rarity replied, feeling slightly more enticed by the mare’s words. “I hope you’re ready to back it up.”

“Don’t worry, you’ll love it.” Rainbow laughed, feeling a rush of ego and confidence as her mind teemed with all manner of plots and plans. “I’ll let you know when the club meets up again, and I’ll get you hooked up.”

A little under a week passed before Rainbow sent for Rarity to come to Cloudsdale to get her to the Mile High Club. Dressing for the part, the unicorn was wearing a one piece dress that wasn’t skin tight, but wasn’t loose either. It left her neck, shoulders, and cleavage fully exposed, with only her luscious areola and nipples covered. The rest of the dress hugged her body comfortably, ending at just midway over her thighs, making her round and soft ass bounce a little between steps. Though Rainbow set it up for her friend to come to the club, the only thing she gave her was one of her wing feathers, telling her to request Spitfire. Rarity was shocked and surprised at this, never once suspecting her of all mares to be into this.

But once she was there, putting in the request for Spitfire, the pegasus at the door told her to wait at a table for the captain. Eventually the mare in question did arrive. Spitfire was wearing her captain’s jacket, but that was all she was wearing. The rest of her body was fully exposed, showing off not only her fine, perky tits, but something Rarity would’ve never expected on the mare; a dick. Spitfire was a futa, though not uncommon, it was still a surprise, especially since she was just showing it off so brazenly as many other ponies were walking about the club. Then again, the more Rarity looked around, the more subtle things she didn’t notice before were becoming more apparent, such as ponies dressed in things that just barely passed as proper coverings.

“So, you’re the one who requested me?” Spitfire asked, getting to the point with a smirk. “Just so you know, I don’t just fuck anyone. So what do you have to offer?”

“O-offer?” Rarity asked, not having been told any of that by Rainbow. “I’m sorry, Rainbow told me to come here.” She then presented the feather. “And I was supposed to show this, I guess. Whatever it means.”

“Well damn, looks like it’s your lucky day.” Spitfire said, taking the feather, sticking it behind Rarity’s ear. “Cause while I like to fuck mares that catch my fancy, occasionally, I’ll fuck a recommendation from a friend. And this was your recommendation.” Rarity blushed, especially as she couldn’t help but look down at the mare’s cock. “Like what you see? Sure, it gets in the way when I fly, but I’ve heard no complaints from any mare’s I’ve fucked.”

Rarity’s blush became even more intense. Tingles were already flowing throughout her body. Was this it? Was this actually going to happen? Swallowing nervously, she fidgeted at the feather in her ear with trembling fingers. Spitfire only maintained her confident smirk, clearly having done this several times before. The unicorn wasn’t fully sure if she was okay with going through with this. She had been with a few stallions in her time, but never with a mare. But she couldn’t deny that the pegasus’ cock was certainly inviting, very enticing, and her pussy was already getting so wet, it was dripping from the urge to have it stretch out her insides. Swallowing nervously, the words almost seemed caught in her throat.

“S-so…what happens now?” Rarity asked, looking at the mare. “Do we go somewhere? Or is there some room at the club to do…what we’re gonna do?”

“Well, we have different heights, since we love fucking in the clouds.” Spitfire explained. “So you just pick the height, and we go out into the sky, and fuck for hours.” Rarity swallowed again, shivering and cooing a little. “So what height are you looking for?”

“I…oh my…this is…” Rarity stumbled with her words for a while, swallowing the last of her worry as she knew there was no backing out of this now. “B-breeding…height? Is that a thing?”

“Oh, it is. But that’s mostly, if not only for pegasi. So are you sure you wanna do that?” Spitfire asked, but seeing the nervous, yet sure nod that Rarity gave, she smirked. “Alrighty, breeding height it is.” Reaching down, she groped at the mare’s ass, making her gasp out, almost moaning from it. “Feels pretty good. So how’s about we get out of here?” Rarity’s face was bright red, but she nodded, ready for whatever intense fuck she was about to get.

As soon as the two had agreed on everything, Spitfire flew the mare out into the bright, sunny day. Taking her to the highest cloud, roughly a mile above the soft ground below, the two of them settled on an especially firm cloud. Gripping onto her partner, Rarity felt her head getting a little dizzy. Land dwelling ponies weren’t exactly meant to be this high up, and it made their head spin. She was already getting a little loopy, and wrapped her arms around Spitfire’s body. The pegasus chuckled a little at this, and was only becoming more eager, more aroused and ready to fuck this mare into a sloppy mess. Once she settled on the cloud, the pegasus chose to lay on her back, with Rarity straddling her, keeping her from falling through the cloud.

“This should be a good enough spot.” Spitfire commented, watching as Rarity was struggling for a moment to maintain her balance. “Don’t get too crazy too fast, this is pretty high-” Her words were cut off as the unicorn hunched forward, kissing passionately at her lips.

Spitfire was slightly taken off guard. She had fucked plenty of sluts before, so the sudden kissing and moaning was exactly new to her, she just didn’t expect it from a mare this high up, so far. Normally, non-pegasi tend to be scared of such dizzying heights, but Rarity seemed to not be adjusting herself to not fall over, but rather to get this mare’s fat cock ready to plunge deep inside her. It was rare to see a mare more into cock than her own safety, and Spitfire was eager to see how things would go. Reaching up, she groped at the mare’s chest, feeling her fingers pressing against her tight outfit and soft tits, but this wasn’t going to be nearly enough.

"Your clothes are in the way.” Spitfire commented between Rarity’s moaning kisses. Reaching in, and around, she easily managed to slip the unicorn’s huge boobs out of her dress, taking care not to tear it, but let these soft mounds bounce free. “There we go, now where were we.”

As the two continued making out, and Spitfire was fondling her fat tits, Rarity was adjusting herself, using her arms to maintain balance on the mare, but her magic to angle the fat, juicy slab of cock meat to point at her dripping, soaking entrance. Kissing it against her pussy lips, she shuddered, eyes fluttering as she was making out more passionately with the pegasus mare. Spitfire could just tell that while Rarity was by no mean a virgin, she was going to be an especially tight fuck. Her cock was one of the biggest she’s ever handled, and she couldn’t wait to feel this slutty, lady-like mare ride on her dick like some loose whore. The anticipation was becoming too much, and yet she was savoring the seconds before she would plunge herself all the way to the hilt in her body.

As soon as she felt Spitfire’s cock push into her soaking wet pussy, Rarity arched herself back, gasping a breathless scream. It was so big, so meaty, and she knew that she would never be able to get enough of it. She wanted it, she needed to feel this cock bury itself all the way to the balls, pushing against her womb. Spitfire also gasped, feeling just how incredibly tight Rarity was, and quickly grabbed at the mare’s hips, holding her in place as she started thrusting upwards. The unicorn’s body bounced on this dick, her tits bouncing madly with each deep, hammering thrust. Slowly, the two were starting to lose themselves in the pleasure of the other.

“How does it feel?” Spitfire asked, though the answer was obvious. Still, she wanted to hear Rarity say it. “How does that fat dick feel in your pussy, so high in the sky?” The unicorn moaned, her eyes rolling back a little as she was working through a small orgasm from just the initial thrust.

It was hard to think, not only because of the pleasure, but because of the elevation. Spitfire was right, this height was difficult for non-pegasi to handle without getting at least light headed and loopy. Couple that with the sensational ecstasy of this cock stretching and reshaping her pussy, and Rarity couldn’t think of anything but the near primal sounds of her whorish delight. Leaning a little more, she pressed her hands on Spitfire’s chest, groping and passionately fondling at the pegasus’ chest, teasing and tugging at the nipples a little. The mare moaned, feeling not only the pleasure in her breasts, but in her cock and Rarity was clamping down tighter, making it harder to slam her entire length into her, even as she continued grinding herself on this thick girth.

“Come on, you can say it.” Spitfire said, thrusting herself faster into Rarity’s pussy. “Tell me how it feels? You like that fat dick messing up that tight pussy of yours?” The mare continued to moan, letting out adorable and sexy sounds the more the throbbing dick slammed deep inside her.

“I…I love it…” Rarity cooed, her eyes fluttering as her entire body trembled and shivered. “So big…I love it deep in my pussy…” Her tongue was dangling as she said this, her insides were coiling around the throbbing mass deep inside her.

“Oh really? You like that?” Spitfire laughed, playfully teasing the mare as she continued to fuck into her. “Then I just know you’re gonna love this.” Using her legs, she kicked herself and Rarity off the cloud.

Rather than falling headlong to the ground, Spitfire quickly adjusted her position, hooking her ams under the mare’s legs, hugging her closer. Both hers and Rarity’s tits pressed against the other, their hard, sensitive nipples teased and rubbed against the other, and before long, as Spitfire was humping upwards, using the mare’s body weight to get her to slam back down on this dick, they were making out passionately. Rarity’s eyes were twitching as she moaned in the pegasus’ mouth. Their tongues quickly embraced the other, pressing and rubbing along themselves and a hot and heavy exchange.

“Feels good, doesn’t it.” Spitfire teased, still fucking into Rarity’s body, showing off her skills at flying as she was shoving her length into the unicorn’s sloppy wet pussy. “Flying in the air, so high, all while getting dicked down by a futa mare’s fat cock.”

Rarity couldn’t deny how good this all felt. The way Spitfire was fucking into her, coupled with the sheer elevation they were. Her head was light, spinning, and her pussy was clamping down so hard on this dick, that whenever Spitfire put her strength into her thrusts, it would only mold and shape her pussy to better handle this dick. The pleasure was better than anything any toy had ever given her. If there were any coherent thoughts in her mind, it was only to praise Rainbow for arranging all of this. She would definitely do something to repay her friend for this. But for now, all she wanted was to feel every inch of this throbbing pleasure being fucked all the way into her womb.

Spitfire equally couldn’t believe just how fuckable this mare was. When Rainbow told her about Rarity, all she mentioned was she was some prissy mare who really needed a good dick, but this was somewhat different. This wasn’t the pussy of some mare looking for a quick fuck, this is a mare who desperately needed a fat cock that could rearrange her insides and deposit her potent seed as deep as she could get. The more she thought about it, not only did her cock swell and throb with pleasure, but the idea of knocking Rarity up was very, very tempting. Given her position as Captain of the Wonderbolts, Spitfire had plenty she could do to help support any mare she gets pregnant, and it’s not like this would be the first time.

“Your pussy is so good, I’m gonna cum soon.” Spitfire moaned, picking up the speed of her thrusts. “Where do you want me to cum?” She hugged the mare closer, making their breasts press against each other some more. “All over those fat tits of yours?” Her speed was getting faster and deeper, her cockhead brutally kissed against Rarity’s cervix. “Or would you want to take it in that slutty womb of yours? Wanna have my babies fucked all the way deep inside you?”

The mare’s words, her breathy voice, the pace in which she was fucking into her was too much for Rarity to handle. And with the elevation making her lightheaded. She couldn’t think of anything but the pleasure of this cock, and even the idea of getting pregnant was certainly a tempting turn-on. Normally, she would think of all manner of ways to design pregnancy based fashions for the season, but right now, it wasn’t her business sense that drove her to crave it, it was more instinctive. Rarity wasn’t thinking clearly, she was thinking like some fucked silly bimbo who only lived for cock. Getting pregnant didn’t matter, if anything, she wanted it so that she could feel the joy of being some cum soaked brood whore.

“Hurry up, or I’ll make the choice for you.” Spitfire grunted, feeling as she was getting closer to her own breaking point. She was going to cum at any moment, and so if Rarity didn’t choose, she would just have to fuck her full of hot spunk now, and worry about birth control later. “Where do you want it, you fucking slut-” Immediately, Rarity made out with the mare harder, shoving her tongue in her mouth. The decision was made.

Spitfire’s eyes rolled back for a moment, unable to hold it all in any longer. She had to cum. Pulling the mare as close as possible, she slammed herself in her, bottoming out as much as she could. Her cockhead pushed past the mare’s cervix, depositing the entire hot, thick, virile spunk all the way into Rarity’s fertile womb. Even if they could get some birth control, it probably wouldn’t work from how much was being pumped into her. And the arousal that was surging throughout Spitfire’s body was too much. Rarity couldn’t go back to anything after this. Not toys, not masturbating, not even pity fucking the occasional well hung stallion. This pegasus cock had claimed her, and she only wanted to be this futa mare’s cock sleeve.

The amount of cum was intense, bloating out the inside of Rarity’s womb. A noticeable bump formed, pressing against Spitfire’s athletic abdomen, sending another little tingle through her. She had bred many mares in her time, but this one felt especially special. Pulling her lips free from Rarity’s, she could see this mare was basically fucked silly and broken. The unicorn’s eyes were glazed over with lust and primal need. And her panting lips were curled into a goofy smile. She was totally submissive to this dick, and she only wanted to feel more pleasure. Still incredibly horny, Spitfire made out with Rarity was several moments longer, letting the last throbbing pumps of her thick, potent seed flood into the mare’s womb, letting some scattering amounts drip out of her before pulling again, looking at the panting, slut mare.

“Glad you liked it.” Spitfire commented, playfully laughing as she enjoyed the fucked silly look on Rarity’s face. “But I guess Rainbow didn’t tell you. I have a lot of stamina. So when you partner up with me, you’re in for a long fuck.” Her cock throbbed in the mare’s full pussy, making her whimper and coo, leaking out some drips of cum. “And from how fucking awesome this pussy feels on my dick, we’ll be up here for a few hours.”

Returning down to the ground below, Rarity’s eyes were still spinning from not only the intense orgasm that continued rippling throughout her body, even in the afterglow, but the dizzying height that still made her head spin. Once back on the ground, she nearly collapsed from Spitfire’s hold, which made the pegasus playfully roll her eyes. It had been a while since she had fucked a mare like this before, and even now, contemplated if they had time for another round on the ground. With stumbling, wobbly legs, Rarity slowly and awkwardly dragged herself back up, standing, though it was clear that she was going to be walking funny for a while. Crossing her arms, Spitfire looked the mare over again, marveling for a bit about how she fucked her so full, there was no way Rarity wasn’t gonna get pregnant; maybe even twice or three times over.

“I gotta say, that was pretty hot.” Spitfire commented, smirking confidently at the mare. “You’ve got to be one of the best fucks I’ve ever had.” She licked her lips a little. “And if you wanna get bred again, just look me up.”

“Y-yes…of course…” Rarity cooed, weakly wobbling as she struggled to stand up properly. “Y-you’re certainly…everything I had hoped. So how do I…request you again?”

“Normally the feathers are a one time thing, a sexy one and done deal.” Spitfire explained, walking over to Rarity. Reaching around her back, she pulled the unicorn into a deep, moaning, passionate kiss, making her almost melt in the pegasus’ embrace. “But for you, just tell them you’re my little slut, and they’ll send you to me.” Kissing at her lips again, she playfully smirked. “That’s a privilege of being my personal slut.” Rarity could’ve almost come again, eager to meet with her again, but after she got the feeling back into her legs.