Author's Note

Longest chapter yet! But no Dashie unfing. Apologies all around.

This chapter has tons of gratuitous non-Dashie sex but sets up the next (and probably final!) chapter.

Enjoy.

Entertainment Room

Lionel twitched awake, blinking once as he stared up at the ceiling. Stripes of moonlight lay across the room from the half-open blinds over the window, revealing to him that it was already well into the night.

Frowning, he sat up, rubbing his eyes with his palm, and then squinting into the gloom. A dark shape was standing at the end of his bed, watching him.

“Me. You. Downstairs.”

“Good evening to you too, Spitfire” Lionel muttered, as the pegasus turned and headed out the door with the soft scuff of her flight suit on the carpet.

Lionel gave a groan, splaying back out on his bed and staring at the ceiling for several long moments, before sighing faintly and rolling out of bed. Five minutes later, he was stumbling into the hallway, idly tugging on a slipper. The light from underneath Rainbow Dash’s door told him that the TV was still going, and he could faintly hear something mostly-inaudible from the other side.

Heading down the stairs, Lionel yawned and rubbed at his eyes with his knuckles, blinking rapidly in an attempt to wake up.

Spitfire was waiting at the bottom of the stairs in the gloom, sitting on her rump, a brow raised at him.

Lionel could just barely make out that she was wearing her flight suit, complete with goggles pushed up onto her forehead.

“Whats’matter?” Lionel grumbled, stretching idly, making his spine pop.

“Dashie just needed a midnight race, and I managed to strain just about every muscle in my wings. I understand that you were trained as a masseuse?”

Lionel facepalmed. “Dashie running her mouth again?”

“Of course,” Spitfire said with a short nod. “I just asked how she ended up screwing you.”

“Oh, right, that,” Lionel said, a hint of embarrassment in his voice. “Kinda how I lost my job, too.”

“Screwing one of your customers?” Spitfire asked with a soft, pained giggle.

Lionel nodded slowly. “Indeed. Was worth it, though.”

“Well, if you managed to get these kinks out of my wings… I might just make it worth your while,” Spitfire said with a slightly naughty smile.

Lionel slowly raised an eyebrow. “Why do you ponies all think you can usethe vague promise of sex to get whatever you want, whenever you want?”

“Because we can do exactly that,” Spitfire said bluntly, making a motion towards the doorway.

Lionel pursed his lips. “Touche.”

He stepped past the pegasus, holding his amulet up against the lock. The door buzzed and clicked, and he pushed down on the handle, opening the door and holding it there.

Spitfire stepped past him into the room, reaching up with a hoof to push on the lights. The entertainment room was lit up instantly.

There were a pair of pool tables in the middle of the room, with a set of lights above each for extra illumination. The back wall of the room had a row of electronic gaming machines rigged for both humans and ponies to use. A jukebox sat in one corner, with a TV screen above it and a huge set of speakers in each corner of the room.

The entire set-up was ringed by seats, with a series of private stalls for eating along one of the walls.

“So uhhh… why are we here, exactly?” Lionel asked, blinking once.

“Because I need you to massage my wings, and I love the texture of billiard tables,” Spitfire said with a grin, flicking random switches on and off until she managed to have just one of the pool tables illuminated. She stalked over to it, leaping up on to it without hesitation, dropping onto her stomach and stretching out lazily.

“You… really shouldn’t do that,” Lionel said uneasily. “Those tables are balanced with a laser, and moving around on them will knock them all out of whack.”

“Too late now!” Spitfire said with a grin, tapping the felt beside her. “Crawl on up here.”\

Frowning, Lionel made his way over to the table, reaching up with a hand to grasp the lights above the table, using the sturdy bars as a brace to pull himself onto the top of the table, feeling strangely naked under the strong illumination.

Spitfire smiled up at him, removing her goggles, placing them on the table and carefully arranging her limbs. “Now. Masseuse me.”

“Yes ma’am,” Lionel said with a long sigh, shifting to kneel behind the pegasus, leaning over her slightly to get at the base of her wings, grabbing them with a firm grasp and squeezing the outside edge with his fingertips, working towards the first joint. “Oh wow, you weren’t lying. Your muscles feel like steel cable.”

“Dashie didn’t give me time to warm up,” Spitfire said with a shake of her head, before giving the softest of groans and stretching her forehooves out, resting her nose between them. “Oh sweet Celestia that feels so good.”

Lionel smirked, changing his grip and instead massaging with his thumb, working out towards the first joint of the wings. As he went, he deliberately applied pressure and wiggled the pad of his thumb against very specific spots on the edge of the base of her wings, forcing the tense muscles to relax.

Spitfire groaned helplessly, very quickly becoming a puddle of pegasus under his expert touch. “Oh you have a talent…” she murmured, eyes closed lazily and the very tips of her wings twitching, while her tail gave errant little flicks against his lap.

“So, changed your mind about leaving me hanging at the end of this?” Lionel asked with a smirk.

“Was I that transparent?” Spitfire asked hazily, frowning, but not opening her eyes.

“Whenever someone offers me sex for services I automatically assume that I’m going to be the one getting screwed and not the other way around,” Lionel said with a nod.

“How very astute,” Spitfire groaned, squeezing at the soft felt of the pool table with her forehooves as he kneaded and squeezed past the first joint of her wings. “I-I was going to just strip for you while you jerked off, but at this rate I might just jump you…” Spitfire muttered hazily, fumbling over her words, interspersing them with faint moans and gasps.

“And here I thought you didn’t like humans,” Lionel teased, taking the leading edge of her wings into his hands and using the upper part of his palm to apply a firm, rolling knead across the edge of them.

“I don’t,” Spitfire muttered blankly, giving another helpless groan. “Not any more or less than stallions, honestly,” she murmured honestly. “It’s more the fact that I can send somepony or someone totally wild with my body that really gets me off.”

“Standard showpony psychology, huh?” Lionel asked, giving a firmer rub of her wings in rebuke.

Spitfire arched and bit her bottom lip, giving a quivering nod. “Y-yes… Do I turn you on, Lionel?” she asked suddenly, tilting back to peer at him with an unfocused gaze.

“Yes,” Lionel said with a single nod, moving his palms further out over her wings. “You look quite sexy in that suit.”

“I love this thing,” Spitfire panted, reaching a hoof back to clumsily grasp at her own rump, squeezing to force the fabric tighter over the curves of her well-defined body.

“Are you trying to seduce me?” Lionel asked, an eyebrow raising as he tilted back just slightly to peer at the fabric-clad rump.

Spitfire gave a shudder as his palms kneaded so perfectly at her wings, biting her bottom lip. “I-I don’t know,” she murmured, pawing faintly at the felt of the table with her spare forehoof. “Didn’t expect this to feel so fucking good.”

Lionel smirked at that, trailing his palms back down the leading edge of her wings, to knead and squeeze powerfully at the base of them, twisting gently.

Spitfire arched and gasped, eyes widened, her entire form seeming to quiver as her wings stiffened and fluttered in the air beside her. “O-oh… geeze…”

The pegasus panted faintly, her hips giving a slow roll, one of her hooves slipping down over her stomach to squeeze at the base of her belly, causing the soft fabric of her flight suit to stretch firmly across the plump lips of her cunny.

Lionel noticed this with avid interest, leaning back and peering down under the swishing tail with narrowed eyes.

Spitfire chewed on her bottom lip, her ears splaying against her skull as she slipped her hoof back further to grind between her hindlegs, rubbing eagerly at the soft lips of her cunny through the fabric of her flight suit.

Lionel let go of one of her wings, grasping her hoof in that hand and then dragging it back to her chest, keeping her from rubbing at herself. The mare whimpered and whined faintly, bucking her hips impotently.

“W-what are you doing?!” Spitfire whined, stamping a hindhoof. “I’ll let you watch!”

Snorting faintly, Lionel reached back his free hand to grind his palm up between her thighs, deliberately rubbing in against the soft, plump cunt, thumb shifting to trace the contours of the alluring cloth-clad cunny.

“I don’t want to watch.” Lionel breathed in her ear, giving a more firm rub against her for punctuation.

Spitfire groaned faintly, ears perking back at him before laying flat again, her hips rolling slowly as she chewed on her bottom lip. “I… Mnf… o-okay, fine. Y-you can fuck me.”

“I completely intend to,” Lionel murmured, biting one of her ears playfully, tugging it between the tip of his teeth as he ground his thumb up and down the soft line of her cunt through her flight suit, feeling the warmth of it even through the material.

Shuddering, Spitfire rolled her hips, stamping a hindhoof almost urgently. “T-take my suit off before I make a mess of it!”

Lionel complied willingly, leaning over the wonderbolt further, a hand sliding up her stomach slowly until he found the zipper underneath her chin. He clasped it between thumb and forefinger, starting to slowly draw it downwards, accentuating the motion by squeezing and kneading at a wing with his free hand all the while.

Spitfire shuddered under him helplessly, rolling her hips, shifting her weight from one forehoof to the other, gasping faintly as the squeezes to her wings hit a particularly sensitive spot.

Lionel drew the zipper down all the way, to where it ended on her lower belly, causing the fabric to part and reveal the soft creamy yellow fur underneath the suit. Grinning, he slipped his palm back further, to rub and grind between her thighs once more, deliberately palming at the rounded swell of her cunt. His thumb pressed in again, massaging the loosened cloth across the soft, heated entrance, making the wonderbolt gasp and arch on reflex.

Panting faintly in anticipation, Lionel slid his hand back up, to find the ‘V’ of the zipper’s end, pushing his hand in under the suit to slide back and find the swollen length of her tight cunny, fingertips slowly rubbing at her clit.

Spitfire gasped and bit her bottom lip, whimpering and quivering under him, stamping a hoof against the table repeatedly. “O-oh f-fuck,” she whined, ears tipping back and wings pushing weakly against his chest. With a shaky exhalation, she shoved her rump upwards, forcing Lionel over onto his butt, disengaging his touch from her body.

Quivering slightly, Spitfire lowered her chest to the soft felt of the pool table, arching her rump upwards. Her forehooves lifted, tugging out of the flight suit, and then drew the suit down off her face, her neck, and then she tugged her wings from the suit. And then her hooves pushed it down further and further, her rump lifting a shade higher to give Lionel a good view of the curves as she slowly, teasingly started to slide the suit down over her rump.

“Do you want this?” Spitfire asked, just slightly breathlessly, a hoof pushing up between her thighs to rub opening at her eager cunt through the bunched fabric of her flight suit.

“You have no idea,” Lionel said, rolling forwards onto his knees and crawling closer to her.

Spitfire giggled, flicking her tail deliberately, letting the soft strands brush against his cheek before she slid the flight suit further down, lifting her tail out of the way.

The creamy yellow expanse of her rump was slowly revealed by the sliding down of the suit, exposing more and more of the athletic mare’s body to the human’s gaze. Down and down it went, clinging to her curves, until, with a firm tug, it fell away entirely, pooling around Spitfire’s hooves.

Lionel stared, licking his lips on reflex.

The removal of the flight suit revealed absolutely everything to him. The shapely rump with its smooth edges was right in front of him, with the fiery red tail curled away above. Smooth muscles were tense under the soft fur, giving definition to the already-sexy rump, and between it all, Lionel could clearly see the plump outer lips of her cunt. Spitfire was already starting to get moist, as the slightly-swollen lips of her cunny were revealing a sliver of pink that glistened with her moisture.

“Do you like what you see?” Spitfire asked huskily, waving her rump back and forth.

“Fuck yes,” Lionel attested, crouching down behind the mare, his hands lifting to grasp her rump, squeezing it in his palms. His thumbs slid inwards, finding the soft outer edge of the soft cunny and then applying pressure to spread her open, revealing the soft, moist inner flesh.

Spitfire gave a shudder, a hindleg stamping against the table impatiently. “Don’t keep a girl waiting!”

Lionel nodded quietly, spreading Spitfire open a little bit further to reveal even more of the slick pink flesh inside her tight, yet utterly soft cunt. With an eager little sound, he leaned in and pressed his mouth against her, tongue pushing up between the plump, pliable lips to lap directly against the pink of her inner flesh.

Spitfire arched reflexively, giving a gasp and shudder, a slick dribble of her moisture spilling from her as she slowly ground her hips back towards his mouth. “O-oh… your tongue is so short but so strong!”

Smirking, Lionel lapped at her again, tongue digging eagerly in against the spread cunt, tasting her liquids, holding her spread with his thumbs.

Quivering and arching, Spitfire rocked her body back against his mouth, biting her tongue and shuddered, wings quivering and fluttering eagerly.

Lionel growled eagerly, thumbs sliding down to spread open the apex of that plump cunt, revealing the nub of her clit to grind and swirl his tongue against in earnest.

Spitfire’s eyes widened, and her hindlegs quivered weakly, her wings flapping and jerking clumsily as a sudden rush of moisture wetted the human’s tongue. “Oh f-fuck!”

Grinning, Lionel spreading her open firmly with a thumb, and then began to sink a pair of digits into her clenching cunt, spreading her around the intrusion as he continued to lap eagerly at her clit.

The wonderbolt fairly screamed, arching hard with her wings flailing clumsily, squeezing and rippling around his fingers wildly as she placed a hindhoof on his chest and pushed powerfully.

Lionel flailed at the air for a moment, rolling off the pool table entirely and thudding heavily on the ground. Smirking, he rolled to his feet, standing at the edge of the table, watching the quivering pegasus with a soft chuckle. “You know, for someone who regularly has orgies, you’re pretty easy.”

“E-easy?” Spitfire asked, panting heavily. “You barely even came close to the academy record.”

“I’m gonna have to work on my time,” Lionel said bluntly, reaching over the pool table to grasp around the pegasus’ sides, pulling her to the edge.

Spitfire blinked a little, squirming slightly and then kicking off her flight suit, letting it fall to the floor. She arched slightly, peering down between her own spread hindlegs to Lionel’s lap, eyes narrowing and wings quivering eagerly as she caught sight of the noticeable bulge in his pants. She wrapped all four hooves around him, shifting to seat herself atop the bulge, slowly grinding her eager cunt against it, wings fluttering and spread for balance.

Lionel wrapped his palms around her rump, lifting her and carrying her to one of the private booth tables, quickly sweeping the salt and pepper shakers off the surface, sending them clattering to the floor. He laid Spitfire out over the table, slowly trailing a palm down her stomach, while quickly shuffling his pants down, his aching length springing out into the air.

Spitfire curled, watching with interest, one of her hooves slipping down past his hand to rub slowly against her drooling cunt, opening masturbating in front of him. “You gonna screw me?”

“Do I look retarded?” Lionel asked, slightly breathlessly, grasping her hoof and pinning it above her head, leaning in to lay the stiff length of his cock against her soft cunny. The table was at just the right height, allowing him to work his stiff cock against her with a firm grind. "Of course I'm gonna fuck you."

A soft groan left the pegasus, and she wrapped her hooves around him, squeezing his shoulders tightly, shifting her hips upwards to slide the heated, soft lips of her eager sex along the underside of his cock. “F-fuck me…”

Lionel stared down into the wonderbolt’s amber eyes, filled with lust, her cheeks flushed just faintly with arousal. He nodded eagerly, grasping her hip with one hand, and then sliding his other down to thumb idly at her clit as he drew back to line himself up.

Spitfire bit her bottom lip, placing a hoof on his chest and gasping, her wings springing outwards, stiffening as Lionel shifted forwards and penetrated her, sinking thick inches of stiff human cock into her tight, squeezing cunt.

Lionel leaned over the pegasus, baring his teeth slightly as he gave a firm hump of his hips, hilting inside the tight, clenching pegasus cunny, feeling her moisture coating him while rhythmic squeezes worked around the tip of his aching cock. “Jesus Christ!”

A soft growl left the pegasus, and she wrapped her hooves around him, leaning up to bite at his shoulder heatedly, eyes clenching closed. “Fuck me!”

Lionel leaned more of his weight against the pegasus, slowly grinding his eager stiff cock deep inside her, buried balls-deep in the tight, clenching cunt. With an eager shudder, he started to rock into her, sliding back several inches and then shoving back inside her, spreading her around him all over again.

Spitfire arched against him, blunt teeth digging into his shoulder as she rocked her hips almost urgently towards his motions, hindlegs wrapping around him tightly, tugging his hips against her and forcing him hilt-deep with each thrust.

“God… fuck!” Lionel growled, abandoning rubbing her clit to instead grasp her hips with both palms, pulling her rump off the table a few inches so he could shove against her with powerful motions without knocking his thighs against the edge of the table.

“F-faster!” Spitfire moaned around her mouthful of shirt and shoulder, wings fluttering and curling at the end of each thrust, while she clenched around his stiff cock in earnest, creating an intensely pleasurable friction.

Lionel’s hands slipped further up her form, holding around her chest as he started to hump into her with an eager, rapid pace. Her hindlegs constantly wrapped around his hips, tugging him against her with powerful squeezes of the strong muscles there to sink him in as deep as he could possibly go.

“Oh c-christ,” Lionel panted, grasping the pegasus a little tighter as he took her with rapid, pounding strokes, his hips impacting her own with a dull thud at the end of each eager thrust.

Spitfire drew back, panting hard, licking her lips as she relinquished his shoulder, staring up at him with lust-clouded eyes. “So close already?” she teased, wings spreading for balance as he continued to hump into her.

Lionel nodded helplessly, slowing his pace slightly, grunting as he put more power into his motions, rocking the wonderbolt back and forth across the table. “W-what can I say?” he panted between eager thrusts. “Not every day you get to fuck the captain of the wonderbolts.”

“Do it then!” Spitfire groaned eagerly, her hindlegs wrapped around him tightly and pulling him against her, forcing him hilt-deep inside her once more. She slowly rolled her hips, tight, soft depths seeming to suckle and tug at him with the rhythmic convulsions of her muscles deep inside. With the grasp of her hips, Lionel was only able to work back and forth an inch or two, trapped inside the warm, wet heat of Spitfire’s lust. “Cum in me!” she hissed, grinding against him urgently. “Let me feel it!”

Lionel nodded wordlessly, leaning over her fully until his chest was pressed against her own, hands pressing around her rump and under her form to grasp the base of her wings, using it for leverage to push her rump up a little with his hips, her hindlegs naturally falling into the cradle of his elbows.

Spitfire blinked, her hindlegs clenching around him reflexively to try and keep her balance, hooves falling to the table to stop herself from tumbling or swaying, even as her rump was lifted, and Lionel started to hump down into her eagerly. Her eyes widened and her breath caught in her throat, her entire eager channel starting to clench and spasm wildly around him as each thrust of the stiff cock rubbed vaguely against the front wall of her drooling cunt, brushing across a sensitive spot inside her that soon her her screaming her delight to the ceiling.

Lionel gasped as he humped down into the tight pegasus, jaw clenching as he felt her squeezing and rippling around him so intensely, unable to halt the orgasm rising in him. His hips only moved harder and faster, shoving himself urgently into the tight female as the entire length of stiff cock started to throb and jerk.

Spitfire screamed her delight to the ceiling as Lionel started to unload inside her, hard, eager humps of his hips rocking her back and forth, her entire slick cunt squeezing and milking him with rhythmic contractions. Hot liquids spilled from her spread cunt, drooling down over her tail and making moist noises with each jerky hump from the human, even as he sprayed burst after burst of heavy human spunk deep inside her body. She could feel it splattering and pooling against her cervix, each heavy spurt greeted by a welcoming clench of her heated cunt, attempting to milk the alien cock, hungry for his seed.

After several long moments, Lionel lost the ability to hold her up, slipping back and stumbling slightly, his cock popping out of her used cunt followed by a line of his spunk mingled with her own liquids, drooling down over her fiery tail as she rolled back and forth in hazy delight.

“O-oh my sweet Celestia…” Spitfire whimpered, her mane tousled and tail a mess of their mingled liquids. “W-where the hay did you learn all that?!”

“Kama sutra books,” Lionel said with a stab at smugness, but just coming across breathless and shaky after his orgasm. “Closest thing to porn we can get through the portal.”

“I’m going to have to teach Soarin that one…” Spitfire groaned, rolling over onto his side.

Lionel was treated to the sight of her used sex drooling his liquids, occasionally clenching on nothing as it slowly regained its natural tightness.

Spitfire stared at him over her shoulder, giving a sly grin. “Enjoying the view?”

“Best scenery around,” Lionel said, reaching forwards to grasp her rump, spreading her open with a thumb to watch the slick mess slowly drool from her used cunny.

“You think that’s good?” Spitfire asked with a smug grin, rolling over onto her back again, forehooves reaching down to grasp her thighs. With a roll of her shoulders and an arching of her wings, the wonderbolt pushed her muzzle all the way down across her stomach, to delicately lap her velvety pink tongue against her own used cunt.

Lionel stared, stunned at both the flexibility and the fact that she was beginning to lap his spunk out of her own body. “H-how do you ever leave the house?” he asked in a strangled tone.

“I manage to pull myself away from this long enough to get shows done,” Spitfire said with a smug giggle, digging her tongue in against herself firmly, parting herself with a hoof and letting him watch the pink muscle grind across the shiny inner flesh.

After several moments of the visual teasing, Spitfire slipped back, her soft cunt shiny with her saliva but no longer dripping mingled liquids. She smirked at him, rolling over onto her stomach, peering back over her shoulder with a sly grin. “You’ve been such a good boy… I’ll give you something that Rainbow Dash would never give you…”

Lionel blinked once, shifting uncertainly. “That would probably be well, well out of my comfort zone to be honest. Dashie does a lot.”

Spitfire smirked, slipping a hoof back between her hindlegs to slowly rub over her soft cunny. “I want you to screw my ass.”

Lionel blinked slowly, eyes widening. “I… I could… uhhh, maybe…”

“Use your words,” Spitfire teased, smirking and giving another slow, deliberate rub across herself with the hoof.

“Y-yeah,” Lionel said, his voice strangled. “I could help there… but why wouldn’t Dashie do that?” he asked after a moment, “I came in on her with a toy in there!”

Spitfire arched an eyebrow back at him. “Well, of course. Dashie was a bit of an anal slut back in the day… until the incident.”

“Incident?” Lionel asked, curious and a little hesitant, stepping up behind the wonderbolt, reaching up to start massaging her wings.

“Well, you know about stallions and their flare, right?” Spitfire asked, raising an ear back at him.

Lionel nodded once. “I’ve seen the odd vid… err, heard some stories.”

“Well that makes anal sex so, so difficult. Imagine a stallion cock swelling to twice it’s size inside your ass,” Spitfire said bluntly.

Wincing, Lionel shook his head. “I’d rather not.”

“Exactly,” Spitfire said with a wave of a hoof. “So stallions always have to pull out. One of our probies was fooling around with Dashie, didn’t pull out in time, and injured her. Nothing serious, but she was uncomfortable for a week or two afterwards. Not to mention the screaming and the cattiness. She hasn’t let anyone actually screw her there since.”

Lionel wrinkled his nose. “Well that’s… enlightening.”

“But you humans…” Spitfire said, reaching a hoof back to grasp his messy member, squeezing it lightly. “You don’t flare… you could fuck me right until you spill in my rump and I wouldn’t have anything to worry about.”

“I never thought having a smaller cock would be a benefit,” Lionel said dryly.

“Huge, massive benefit,” Spitfire said, licking her lips as she turned around slowly on the table top. She leaned in to push her nose up against the tip of his used cock, lapping her tongue softly along the very tip. “Put your fingers under my tail, Lionel… get me ready,” she husked, before swallowing the tip of his cock, closing her lips over it.

Lionel gasped faintly, one hand raising to rest in her fiery mane, while the other slid down her form, brushing between her wings to find her wet tailbase, pushing it aside. His fingers slipped down further, just barely reaching the lips of her soft, pliable cunt. He shifted forwards slightly, sinking deeper into the warm, suckling muzzle of the wonderbolt captain. Her soft lips consumed him, pushing further and further down until he felt his tip nudge the back of her throat. With the extra reach, he could sink his digits into her squeezing cunny, starting to slowly pump both digits in and out, getting them quickly slick with her liquids.

Spitfire gave a faint groan around her mouthful of human cock, hips slowly rolling and working back and forth, her wings fluttering in anticipation.

Lionel grinned, sliding the slick fingers from her wet cunt and then slipping them higher to find the tight little indentation of her plothole, before starting to gently sink his wet index finger into the tight entrance.

Spitfire shuddered, her entire form tensing slightly, wings springing outwards and rump arching upwards slightly as she felt the finger starting to press into her. She relaxed slightly, giving a muffled groan as the digit finally overcame her resistance and slid into her exceptionally tight rump, being immediately squeezed by the strong muscles.

Lionel sank the single digit deep inside her, clenching his jaw as she felt her tongue swirling over his over-sensitive cocktip with an eager, wet caress, slick saliva already starting to slather his re-stiffening length.

“Jesus,” Lionel panted, trying his best not to rock into the suckling muzzle, adding his second digit to her tight plothole, stretching her around both fingers.

Spitfire paused staring up at him with a smirk, one of her hooves sliding down over her stomach to play between her hindlegs, rubbing against her drooling cunny eagerly as Lionel fingered her rump. “Get me nice and sliiiick…” she panted around her mouthful, saliva dripping from her lips and the base of his cock.

Lionel nodded, sliding his fingers out and returning them to her tight cunt instead, collecting a generous amount of her liquids and beginning to spread it around her tight plothole.

Humming faintly, Spitfire drew back off his cock, lapping at the tip once or twice, before crawling forwards, pushing at his stomach with her hooves to make him step away.

Lionel took a step away from the pegasus, panting slightly, a hand sliding down his saliva-slick cock to stroke at slowly as he watched the wonderbolt.

Spitfire giggled, sauntering towards the wall, placing one hoof on it, and then squaring her stance, lifting her hips upwards, tail arching over her rump out of the way, her wings springing out in anticipation, stiff and quivering. “C’mon… fuck me.”

Lionel stepped up behind the pegasus, grinning helplessly, leaning over and grasping her rump with both hands, squeezing her open with his palms, revealing the tight little ring of her plothole, hidden between the shapely cheeks of her rump. He arched slightly to rub the tip of his cock against her, before taking it between his fingers to align it correctly, pushing it against her well-lubricated rump, and then shifting forwards to spread her around the first tiny amount.

Spitfire gave a shudder, biting her bottom lip, eyes clenching closed and wings pushing stiffly up against his chest as he started to edge her open.

Soft rolls of Lionel’s hips pushed himself further and further into the pegasus, until finally her resistance gave out and he sank the first few inches of his stiff cock inside her, making them both gasp in surprise. He held himself there, squeezing her rump and sliding a hand up to soothingly rub his palm against her side, feeling the ribs under the soft fur, and the heaving of her chest. “You alright?”

“No,” Spitfire panted breathlessly, shaking her head and giving a little wiggle of her hips. “Y-you’re not fucking me yet! Do it!”

Lionel grinned at that, stepping closer, finding the pegasus the perfect height for this. Screwing a pony from behind in the natural fashion forced him to stoop a little to get the right angle and alignment, but shoving it up Spitfire’s butt meant he could keep his knees locked. With an eager gasp, he pressed forwards further, sinking a little more into the tight rump, another inch disappearing inside her.

Spitfire gasped and bit her tongue, her cheeks flushing heavily as she rolled her hips back against him, pushing her hoof against the wall firmly for balance. “O-oh Celestia, you feel so big back there…”

“I am big!” Lionel affirmed, nodding vigorously as he grasped around Spitfire’s middle and then sank in even further, hilting inside the tight pegasus, pausing there, buried deep inside, feeling his cock being squeezed and clenched by the powerful muscles.

“Mnf... too right…” Spitfire gasped breathlessly, arching and quivering under him, her juices slowly dribbling to the floor. One of the hooves formerly on the wall slipped back to rub between her thighs, while she gave a shaky little quiver. “I’m ready… screw me!”

Lionel nodded, leaning over the mare and slipping both hands up over her back, grasping around the base of her wings, one in each hand. He curled his fingers over the powerful muscles, finding a ridge in between them and squeezing firmly, even as he lightly rocked his hips.

Spitfire’s eyes widened, and she collapsed against the wall, chest and cheek pushed up against it, a hoof stuffing against her muzzle and wings springing out stiffly, the hoof between her thighs starting to rub harder and harder against herself.

“Like that?” Lionel asked smugly, eyebrow raising as he drew back an inch and then sank back inside the tight rump.

Spitfire nodded in earnest, giving a breathless gasp. “S-sweet Celestia yes!”

Smirking, Lionel grasped her wings a little further out, bending them back with his grasp, and carefully stroking his fingertips along the undersides in time with the start of firm, eager thrusts into her tight rump, sliding back a few inches, and then pushing back inside to the hilt.

Spitfire shuddered weakly, melting under his assault, her hoof clumsily rubbing at her drooling cunt. With each hilt-deep thrust, her slick depths squeezed and clenched in earnest, trying to tug and milk at a cock that wasn’t even there.

Growling lustfully, Lionel leaned over the mare further, one of his hands sliding down her stomach to push his fingers past her hooves, finding the edge of her puffy slit and then sinking into it. He curled his fingers inside her deliberately, letting them brush along the front wall of her clenching, quivering cunt, trying to find that special little place.

Spitfire’s eyes widened as she realised what he was doing, and she whimpered helplessly her hooves pushing against the wall to rock herself back into his motions, forcing him to sink in and out of her eager, tight rump faster and faster. “F-fuck me!” she moaned heatedly. “Rut me!”

Gasping faintly, Lionel dug his fingers into her more firmly, working them against the front wall of the tight cunt even as he wrapped his other around her middle, abandoning toying with her wings to focus on screwing the athletic pegasus with every ounce of strength he could. His hips shoved up against her own again and again, stiff cock spreading her open repeatedly, smoothly working in and out of the tight hole.

The pegasus arched and quivered, a hindleg stamping against the floor as her wings fluttered weakly against his chest.

“F-further b-baaack!” Spitfire whimpered, her hindlegs tensing, pushing her rump back against him powerfully.

Lionel blinked once, curling his fingers further, trying to rub closer towards the entrance of her squeezing, clenching, moistened cunt.

“Mrf, f-further in!” Spitfire stammered, pushing her rump up higher, spreading herself for him as he humped down into her with renewed vigor.

Lionel tried to comply, his motions getting jerky and uncoordinated, trying to find that special little spot and failing miserably.

Spitfire bit her bottom lip, stuffing both hooves between her hindlegs, leaning heavy against the wall with chest and cheek as she ground both hooves vigorously against her aching cunt and squeezed at her clit. Barely a moment later, she arched and screamed in delight, a gush of her liquids spilling from her vacant cunt while her depths clenched and squeezed, increasing the pressure on the length buried in her plothole.

Lionel growled, tugging his fingers out of her drooling cunny and grasping tight around her middle, wasting no time in achieving his own orgasm. He shoved into her with rapid, desperate strokes, pushing her right up against the wall with his lustful motions. The entire length of his stiff cock throbbed and jerked, and he pounded into the tight rump with jerky, rough motions. He arched and jerked against her, burying himself hilt-deep as he felt himself let go deep inside, his cock jerking and flexing as hot bursts of human spunk spilled into the pegasus’ rump. The hot bursts coated her depths, filling her rapidly with the urgent splatters as Lionel humped jerkily, just working back and forth an inch or so in the squeezing depths.

Spitfire fairly melted under him, groaning and whining weakly, one shaky hoof pushing against the wall while the other rubbed distractedly at her drooling cunny, the sensation of the hot bursts pooling inside her rump setting her off again.

“Oh… Oh sweet Celestia I didn’t know that would feel so good…” Spitfire groaned hazily. She panted hard, muzzle parted and tongue hanging out, cheek pushed up against the wall rather firmly.

Lionel panted heavily as well, slowly drawing back, his softening cock slipping out of her used plothole. He dropped down onto his rump tiredly, trying to catch his breath, looking up bemusedly to watch the dribble of spunk from her used rump mingle with the liquids drooling from her cunny and drip to the floor. “I concur. That was pretty fucking awesome.”

“Rainbow Dash will never give you that,” Spitfire said with a smug smirk, idly rubbing her hoof against herself, giving Lionel a little bit more of a show. “Ugh… I need to find more humans to play with. Just for that.”

“I’m glad I’m giving you such a good view of my species,” Lionel said with a tired smile.

Outside the window, a pair of eyes watched them, a rainbow tail thrashing back and forth in barely contained anger.

Lionel had spent the preceding hour cleaning up the mess he and Spitfire had made, as well as trying to realign the pool table, something he would have to finish doing when he woke up.

He moved to collapse across his bed, but the lamp beside it flicked on before he even got there. He squinted into the light, shying away slightly.

Rainbow Dash was sitting on his bed, glowering at him, eyes narrowed and an incensed expression on her face. “Did you enjoy yourself?”