RainBlow-Job

by darf

Rating: mature
Tags: Romance, Original Character, Rainbow Dash, Rarity, Sex, My Little Pony: Friendship is Magic
Length: 12123

Rainbow Dash asks Rarity for help with learning the finer points of oral sex.

Rainbow Dash is having some trouble making her new boyfriend happy - sucking dick is not a talent of hers. So, in dire need of instruction, she turns to a friend she knows has the experience to help her: Rarity. The two set up a lesson with proper attention to ladylike behaviour during the act, but Rainbow Dash gets more of a practical approach than she expected...

Commission for Anonymous
Edited by Jake the Army Guy
Based on this image (NSFW)

Published 2013-04-05 21:40:02 UTC
Last updated 2013-04-05 21:40:02 UTC

Lesson One

Rarity hummed to herself as she worked. It wasn’t any particular tune, though it did have snippets in it of songs she remembered from here and there, or maybe a melody she had made up over time and never written down. It seemed to make sewing go faster, and occasionally made the click click click of the sewing machine almost a sort of rhythm, which was better than letting it be a constant, brain-melting drone.

The knock at the door didn’t fit into that rhythm at all though.

Rarity paused with a pin in her mouth, holding the dress she was working on in place as she turned her head towards the door. She knew her deadline was still days away, and her schedule was free of appointments—so who could be at the door all of a sudden?

Rarity spit the pin from her mouth onto the table and turned off the sewing machine with a click of her hoof. She pushed her red-rimmed glasses up the bridge of her nose and walked over to the door, checking herself once in the mirror as she poised her hoof at the handle.

No matter whom it was, it always paid to look one’s best, anticipated guest or no.

Rarity opened the door with a smile.

“Hello, and welcome to Carousel Boutique. I’m afraid we’re closed for the weekend, but perhaps there’s something I can—Rainbow Dash?”

Rainbow Dash stood on Rarity’s doorstep looking like a scolded puppy. Her hair was devoid of its usual stand-offish spikiness, and her eyes followed the ground instead of turning up to meet her friend. She rubbed her shoulder with her left foreleg as she stood in front of Rarity’s door.

“Hey, Rarity. Can I come in?”

Rarity considered an answer, but found it being given for her as Rainbow Dash walked over the doorstep and let herself inside. Rarity held herself against the wall to make way for the fast moving pegasus, and wrinkled her nose as the small interruption to her work began to turn itself into a big one.

Still: manners.

“Why, of course dear, please do come in. You know how I love unexpected visitors in the middle of a busy deadline...” Rarity trailed off with her tone as sweet as she could manage, in that special sarcastic way that only ‘cultured’ ponies seem to have a talent for.

If Rainbow Dash noticed the tone, she ignored it. “Yeah, right...” she said. She began eying the various mannequins standing throughout the store, prodding at one of them and holding in a gasp as it began to wobble precariously. Dash reached out with her other hoof and stayed the posing dummy before it tumbled to the ground, breathing a sigh of relief as she steadied it.

“Is there something I can help you with, Rainbow Dash? You’re not the type to drop in unannounce—” Rarity caught herself, scrunching up her mouth for a moment before picking up her sentence—”that is to say, you’re not the type to drop in to my boutique unexpectedly. Surely there must be something that’s compelled you to visit.”

Rainbow Dash looked sideways again. She rubbed the back of her head with one hoof. Her every pore exuded nervousness, and Rarity eyed her fetlocks warily, wondering if she’d have to do a quick polish of the floor to keep it free from sweat-stains.

“No, not really,” Rainbow Dash said. “Just... you know... stopping in to see my favorite... fashion designer.”

Rarity raised an eyebrow.

Rainbow Dash had always been a horrible liar.

Rarity glided over to Dash’s side and threw a hoof around her shoulders, guiding her away from the mannequins and over to the set of plush chairs in the corner of the room, where she plunked Dash onto the couch, and did the same for herself on the chair opposite.

“Come now, Rainbow Dash; I’m not deaf and blind, you know. It’s as plain as an untucked inseam that there’s something bothering you—and surely if you’re here, it must be something I can help with. I’d appreciate it if you could get on with it, as I have several orders waiting.”

As Rarity watched, she felt a smirk creep across her face.

Rainbow Dash was blushing. Rarity didn’t remember ever seeing her blush.

“Well,” Rainbow Dash blurted, raising her head as though she’d been stung on the back of the neck. “You’ve had... I mean... you’ve probably heard by now...”

Rarity leaned closer. As anxious as she was to get Dash out and return to her sewing, Rainbow Dash’s hesitance told Rarity there was something hiding in her words that was worth listening to. Something juicy.

“Heard what, dear? You’ll have to forgive me, I haven’t been paying attention to current events these days.”

Dash blushed even harder. Her cheeks glowed red against the contrast of her light-blue fur.

“Well... I mean... some ponies already know that I’ve got a...”

Rarity leaned closer, willing Dash’s stammering to an end with curious eyes.

“A what, dear?”

“A... a boyfriend.”

Rarity resisted the urge to gasp in juvenile delight.

“Oh, really now?” she tried to keep her tone as conversational as possible, but she thought she might be wagging her tail behind her back. She sent a reminder to the rest of her body to be quiet and stay still.

Dash nodded, her face shining like a ripe tomato.

“Uh-huh.”

“Well, congratulations, I must say. Who is the lucky stallion? Anyone I’d know?”

Dash nodded again.

“It’s... Thunderlane.”

Rarity grinned knowingly.

“Ah, I should have guessed. I always imagined you two might make a wonderful couple. Well, congratulations again. I hope things are going well for you two.”

In her heart of hearts, Rarity knew that couldn’t be true—not if Dash was here talking to her. Still, one didn’t say these things. Appearances, after all.

“Well...” Rainbow Dash started.

Rarity stayed silent, but raised an eyebrow.

“They’re kind of... not.”

Rarity sat up, nudging her spectacles with her hoof to keep them in place.

“They aren’t? I’m so sorry to hear that. Tell me, whatever is the matter? Is he... is he too brash for your liking?” Rarity asked, extending a hoof onto Dash’s knee sympathetically.

Rainbow Dash eyed the attempted gesture of empathy like it was a large centipede that had crawled onto her leg.

“Uh... no. Not really. He’s... he’s really cool. We’ve been going out for almost three months now, and he...”

“Three months! Goodness, dear, when were you planning on telling everypony? I dare say I’m not the only one who’d like to know. Fluttershy springs to mind immediately—you know how that pony is with her friends and gossip...”

Dash nodded, still staring at the ground.

“Well, I was gonna tell everyone eventually. It’s just that... I’m kind of hoping you can help me with something.”

Rarity took one of Dash’s hooves between her own and squeezed, leaning closer to Dash with what she imagined must be a look of utter sympathy behind her red glasses.

“Rainbow Dash, of course. I’d be happy to help with whatever it is you need me for. Celestia knows I’ve had my share of relationships, some sweet, and some bitter. I’m sure I can come up with some helpful advice, if nothing else.”

“That’s, uh, kind of why I’m here,” Dash went on.

Rarity sat up a bit straighter. After a moment, she relinquished her grip on Rainbow Dash’s hoof and adjusted her spectacles again.

“Go on, dear.”

“It’s... kind of awkward.”

Rarity shook her head.

“Oh, dear, I”m sure it is, but you came all the way here to ask me, didn’t you? The least you can do is get on with it, and if a discussion is too much to bear, you can leave without saying another word.”

Dash seemed to breathe a little easier, though her face stayed tinged with blush, and her eyes remained glued to the floor.

She took a long deep breath, then raised her head, looking into Rarity’s eyes with as much aplomb as she could muster.

“Rarity,” she said.

“How do I give a good blowjob?”

Rarity would have spit, had she anything to spit in the first place—and, more so, if she had not been possessed of good enough manners to compose herself in instances of complete and utter shock. She settled for a small cough, holding a hoof to her mouth to regain her faculties.

“I... can see how you might find that an awkward subject to broach,” Rarity said.

Rainbow Dash wailed and threw her face into her hooves.

“It’s the worst! I don’t know who else to talk to, and I know after this long it’s something I should be good at, but I’m not, and I can tell it’s bugging him, and I really don’t wanna mess this up...”

Dash’s stream of consciousness lament stopped as she felt Rarity’s hoof settle on her shoulder.

“I understand, dear. You don’t have to worry.”

The hoof on Dash’s shoulder gave her a quick pat before Rarity drew it back to her lap, and adjusted her glasses with her other foreleg.

“I can understand how the prospect of that... particular act can be a bit daunting. It certainly isn’t something that comes without practice, at least not in most cases. And, while I can’t say I’m flattered that I was your go-to for counsel on such a subject, I can’t deny you’ve come to someone who can help.”

Dash didn’t sniffle, but the corners of her mouth did turn up a little bit. She smiled softly, like a weight had already been lifted from her chest.

“You can?” she asked.

Rarity nodded.

“Of course. I pride myself on my ability to teach other ponies things, whether it’s manners, color theory, or... well, in any case.”

Rarity glanced at the clock behind her back, then back to Rainbow Dash.

“By when abouts were you hoping to be... prepared by?”

Dash shrugged.

“I dunno. I mean, the sooner the better. LIke I said, he doesn’t complain about it, but I can tell he’s kind of... and last time was just... I think I ended up biting him by mistake...”

Rarity cringed for a second, but quickly returned to her normal demure demeanour.

“Well,” she said, “the only reason I ask is that I have quite a hefty order of gowns to prepare for a shipment. I’ve been working with my nose to the grindstone, as it were.”

“Oh, jeez, I’m sorry.”

Rarity shook her head.

“Don’t be at all, dear. Friends come first, after all. That said...” Rarity bit her lip before breaking an amicable smile in Dash’s direction. “I don’t suppose you’d be willing to wait a day or two? I have something in mind, but there are preparations that need to be made for this kind of instruction.”

“Instruction?” Dash asked. “Can’t you just like... I dunno. Give me pointers or something? Tell me about all the ones you’ve sucked, and I’ll kind of pick it up from there.

Rarity scrunched her face up and breathed out through her nose.

“Well, Rainbow Dash, as concise as it might be to tell you about ‘all the ones I’ve sucked’”—Rarity lauded over the syllables of Dash’s phrase with an oafish intonation—”that simply isn’t how it’s best to do things. This particular skill is a sort of art, in the grand scheme of things, and one that requires proper instruction. If you’d like me to help you, I’d like to ensure you have the best learning environment possible.”

Dash stared forward, wide-eyed, and nodded slowly.

“Right,” she said. “Well, I guess I could wait a few days... how long are we talking?”

Rarity turned her head to another wall. The calendar was too far away to see, so she pulled it closer with a glow of her horn. The days were marked in red x’s and circles, making the weeks look like a battleground of criss-crossing crimson sharpie.

But, there was one day that week that was bare. Rarity grinned and pointed her hoof towards it.

“Thursday?” she said.

Rainbow Dash nodded.

“I guess,” she said.

“I promise you won’t regret asking, Rainbow Dash. Really, I have no doubt when we’re done that you’ll be ‘sucking one’ like a proper connoisseur.”

Rainbow Dash’s face prickled as she stood from the couch. She walked to the door, led by Rarity with a gentle nudge of her hoof.

“Connoisseur of what?” she asked, stepping over the welcome mat and onto the doorstep.

Rarity placed her hoof on the door handle and smirked.

“Why, cock, Rainbow Dash.”

She shut the door without waiting for a response.

Thursday came faster than expected. Rarity wasn’t sure she’d had enough time to make proper preparations. But, as long as the most important element was in place, she supposed the rest might as well be window dressing—though, she did so adore window dressing.

Rarity fluffed a throw-pillow on the bed one final time, feeling it was out of arrangement no matter how she nudged it. It wasn’t as though any of the pillows would be getting attention, but there was a certain something about having things organized just so. She did want Rainbow Dash to enjoy herself, after all.

Well... maybe that wasn’t quite the right wording.

The knock at the door almost took Rarity off-guard despite her preparation. She looked at the clock, and smirked.. Not at all like Rainbow Dash to be early—apparently there were some things even a lazy slacker of a pegasus could be convinced to be punctual for.

Rarity straightened her hair one last time before throwing the door open. Rainbow Dash stood on the doorstep, looking awkward, but not as miserable as she had during her last visit.

“Hello, Rainbow Dash. You’re a bit early, though I’ve already finished setting everything up. Please, come in, come in.”

Dash did just that, letting Rarity get the door behind her with a small burst of magic. Dash walked across the room with her eyes wide, swiveling her head in every direction to take in the sights around her. The decorations had been substantially rearranged.

“Wow,” she said. “This place looks kind of different.”

“All part of the atmosphere, Rainbow Dash.” Rarity tossed a throw pillow off the bed in the far corner onto the floor, dissatisfied with its inability to fit into place. “Now, normally I wouldn’t dream of starting anything ahead of schedule, but there’s not much sense in waiting around if you’re already here. Do you have any objection to proceeding early?”

Dash shook her head, her eyes narrow.

“Nooo...” she said, elongating the word like a hesitant anchor-rope. “But... what exactly are we gonna be doing, anyway?”

Rarity smiled at her.

“My dear, we’re going to be engaging in a practical instruction.”

Without warning, Rarity raised her hooves to her mouth and whistled, loud enough that Rainbow Dash’s own hooves flew to her ears, her face scrunching up as she tried to blot out the sudden high-pitched sound.

As she lowered her hooves, another sound graced her ear-drums. The steady patter of heavy hooves on the boutique floor.

Rainbow Dash stared as, from the side of the room normally covered by a curtain to hide reserves of delicate thread and design patterns, a bulky looking stallion emerged and walked across the room. He was big, bigger than anypony Rainbow Dash remembered seeing, even Applejack’s brother. His hooves almost dragged when he walked, and though his coat was an unassuming grey-ish brown, it did him no favours in making him seem anything less than frightening.

Dash’s eyes stayed wide as she watched him, then spiked even wider as she jumped backwards, her mouth falling open as well, like she’d been slapped.

“Rarity!” she said, her voice shrill, almost to the point of cracking. “You didn’t say there was gonna be anypony else here! I thought you were gonna... like... show me on a... a carrot, or something...”

Rarity smiled with an amused smirk as the large stallion trotted past her, eventually standing near the bed and looking in Rarity’s direction with a sort of apologetic half-grin. Rarity tilted her head to him.

“I’m afraid anything I could teach you on an imitation would fall entirely flat in an encounter with the real thing. There are several, very basic things that can be instructed on without proper, practical experience—but ultimately, the best way to get a feel for something is to do it, and that’s what I thought would be best to help you with.”

“But I... but he... he’s just some random dude! I’m not gonna give a blowjob to some weird guy out of nowhere!—No offense,” Rainbow Dash said with a turn of her head. The stallion grinned at her.

“Rainbow Dash, I will assure you that this lovely gentleman is not ‘some weird guy’. He is a stallion of several ireplicable talents, not the least of which is having the courtesy to provide himself as a willing test-subject for your instruction.”

Rainbow Dash shook her head with a desperate look in her eyes.

“Nuh-uh,” she said. “I’m not gonna... I’m not gonna suck his dick. I have a boyfriend, for Celestia’s sake!”

Rarity sighed.

“I’m well aware you do, dear, and it’s for his sake that you’ve come to me in the first place. Would you prefer me to tell you a simple thing or two and send you on your way, letting him suffer in silence as he goes on, too afraid to correct your incorrect application of the ‘pointers’ you’ve asked for?”

“No, but I... he... no way. I’m not gonna do it. It’s like cheating! Practically... it is cheating.”

Dash froze as she felt a hoof on her shoulder. Rarity walked closer and smiled like a learned professor explaining to a young upstart student that yes, sometimes tenure really did matter.

“Dash,” she said.

“I know you’re anxious. Heaven knows I was my first time as well. I understand the apprehension of giving any sort of intimate attention to a colt you’re unfamiliar with... but think of it this way: if I could secure a living, breathing, yet still somehow inanimate organ for me to teach you on, I would certainly do so. As I cannot, this is the only way to give you the full set of tools you’ll need to make your beau happy.”

Rainbow Dash bristled against Rarity’s hoof, but Rarity smiled sweetly and pulled her closer.

“You did agree to this for your boyfriend’s sake after all, did you not?”

Rainbow Dash shifted her head from side to side, avoiding a nod as Rarity held her tight.

“Yes... I mean, I didn’t agree to anything, but I mean—”

“And is it also not true that you would like to make your gentleman suitor, your prince charming, as happy as he can be while he’s with you? Does he not deserve a lady who can invest herself properly in sharing pleasure with him as he shares it with her?”

Rainbow Dash scrunched up her face as Rarity’s words sunk in.

“I guess...”

“Do you mean to imply that your dashing, athletic, statuesque boyfriend deserves anything less than a proper show of affection from the mare who holds his heart?”

“No...”

Rarity released her grip from Rainbow Dash’s shoulder, and crossed her forelegs with a smug-looking half-grin.

“Well, I rest my case. If you still aren’t convinced, you’re free to leave.”

Dash barely bobbed to the side before she paused, leaning back in the other direction with an uneasy look on her face. She moved back and forth several times, looking from the ground, to the door, then to rarity, and once or twice to the big stallion standing by the bed, still smiling at her.

Rarity leaned in close and held Rainbow Dash in place with a hoof on the shoulder.

“I promise he’ll be a perfect gentlecolt,” Rarity cooed. “It’ll be just like the toy of your choice, but with a far more accommodating set of real-life instructions.”

Dash balked, but Rarity could see the give in her eyes.

“Do it for Thunderlane, if not for yourself, dear.”

Dash swallowed. She closed her eyes for a few seconds, and then nodded before opening them.

“...okay. Alright, fine.”

Rarity pulled Dash into a hug and squealed girlishly into her ear.

“Wonderful! I knew you’d come around.” Without another word, Rarity pulled herself back, leaving Dash to reel from the force of her squeeze.

“Now, since all that’s sorted, let me explain how things shall go forward. Bell End, if you please?” Rarity gestured to the bed, and the giant pony standing beside it nodded to her before helping himself up. He shuffled on the blankets for a moment before settling near the edge, leaning with the lower half of his body off the side of the bed, his hind legs resting on the ground.

Rarity took her place at the foot of the bed and turned towards Rainbow Dash with a glimmer in her eyes.

“Firstly, I don’t expect you to ‘dive right in’, as it were. I will take the time to show you what it is you’ve come to learn, and then give you a chance to demonstrate after the first half of the lesson is complete. Does that make sense?”

Rainbow Dash’s scrunched up her face like she was eating a particularly unpleasant vegetable—but she nodded, and rubbed a hoof up her other foreleg as she did so.

“Yeah...” she said.

“Very good.” Rarity extended her hoof, and her horn glowed brilliant blue. From a corner of the room Rainbow Dash hadn’t been watching, a slender black stick of some kind floated into Rarity’s hoof. She held it securely and flicked it through the air. It whizzed with a brilliant swish, like a thin blade of grass cutting through a summer breeze.

As Rarity held it still after a swing, Rainbow Dash’s eyes scanned the leather tip.

“What is that...”

“Oh, don’t worry dear.” Rarity smiled and set the object down, letting it rest against the foot of the bed. “Hopefully I won’t be needing that until much later.”

Rainbow Dash watched with an uncomfortable look in her eyes as Rarity made her way to the side of the bed.

The covers were slightly disheveled from Bell End’s arrival. This was Rainbow Dash’s first chance to look at the colt she had almost-sort-of agreed to suck off, and her eyes combed over him from his hooves up like she was already preparing herself for a miserable final exam. Her jaw distended when her eyes reached the centerpiece of the large stallion’s presentation.

He was bigger than Thunderlane, for one thing.

Even though Bell End had only recently made his way to the center of the room, putting himself on display for the two mares about to handle his equipment, he already looked half hard. His member was more than sufficient from a glance for Rainbow Dash to imagine her mouth being completely full of cock. His girth, surprisingly, didn’t quite seem to match the proportion of his length, which would at least make him easier to swallow. Something like a comfortable ice-cream cone fitting between the lips and all the way back into the throat—if ice cream was made of hard dick, anyway.

Rainbow Dash shivered. She tried not to stare, but there wasn’t anything else to occupy her attention.

As Rarity kneeled next to the side of the bed, she eyed Bell End’s unit like a delicious desert waiting to be gobbled up—but a big one, like a plate of cream-puffs that would take some work to properly enjoy. Rarity licked her lips, and her eyes glimmered behind her glasses.

“The first, and most critical part of pleasing your partner in such a single-focused fashion”—Rarity began, leaning forward until her lips were just inches from the half-bent length of Bell End’s cock—”is that giving a blowjob is not just giving a blowjob.” Rarity raised her hoof from the floor and let it rest on Bell End’s cream coloured thigh for a moment before moving it closer to his still mostly deflated shaft. As Rainbow Dash watched from afar, she saw the coiled snake by Rarity’s hoof rise of its own accord, met instantly by a rubbing of Rarity’s hoof at the base as it grew.

“When you aim to please, with your mouth or with anything else, you must not focus solely on the aspect of sucking. Remember that your partner is much more than the thing you’re fitting between your lips.”

With that, Rarity leaned further forward and did exactly that. In spite of herself, Dash let out a tiny gasp, but muffled it with a flash of her hoof. She stared, wide-eyed, as Rarity took the first half of Bell End’s almost fully hardened dick inside her mouth. Rarity kept her eyes open the whole time, though she squinted slightly, humming a soft, incomprehensible sound as she sampled the afternoon’s first taste of the main course. Her hoof circled around the bottom of the shaft in her mouth, and she stroked it for several seconds, keeping her mouth in place before pulling back after a bit longer.

“Remember your partner—your darling Thunderlane—has many other wonderful parts that could use your attention when he sits down hoping to be taken care of. Pay attention to every inch of him—the inches in your mouth, or the ones you can only reach with your hoof. More importantly, pay attention to the parts of him nearby that would like so much just a little touch...” Rarity trailed off, and her hoof did the same, snaking slowly over Bell End’s pelvis and between his legs, further down, until Rainbow Dash watched her prod at the big set of swinging testicles beneath Bell End’s impressive dong.

Rarity took the first few inches of the stallion’s shaft in her mouth again, and Rainbow Dash heard her first groan.

Dash tried to watch Rarity’s technique as she sucked. She wasn’t doing anything particularly interesting—once she lowered her head, her mouth stayed almost perfectly in place. She didn’t even move—but Dash could see Bell End bucking his hips, asking without words for Rarity to give more.

How was she that good with only a few seconds of unenthusiastic sucking?

As if predicting her need to answer, Rarity pulled her mouth away with a tiny feminine ‘ah’. A strand of saliva hung from her mouth to the tip of Bell End’s cock. Rarity turned and smiled at Dash, catching the glint of question in her eyes.

“Yes, Rainbow Dash? Were you wondering something?”

“Okay, I get the whole ‘paying attention’ thing. Cup his ball and stuff, no problem.”

Rarity’s face soured, but Dash continued unheeded.

“But, what are you doing with your mouth like that to get him so excited? Everytime I try with Thunderlane he just kinda... lies there. And I bounce my head like crazy.”

Rarity smiled.

“Well, dear, perhaps that’s the problem.” Rarity punctuated her sentence with a tiny lap of her tongue over the underside of Bell End’s cock, and he groaned again. His entire member twitched, and his hips mimicked its movement, trying to keep the contact of Rarity’s tongue before it slipped away.

Dash huffed, her brow furrowed.

“The perfect blowjob is no more about movement than it is about time or vigor. The most important thing is attitude, and more than that, intent. If you go slow with your special somepony, he’ll become used to the tempo, and you can use that to give yourself a chance to become more comfortable. Explore. Attend. Focus on the little things about how you touch him.” Rarity withdrew her hoof from Bell End’s testicles and leaned closer to his cock.

“For example,” Rarity said, her mouth so close to the cock in front of her that her lips bumped the shaft when she spoke. “Notice how when I took this lovely stallion specimen into my mouth, I didn’t move. That is because I was studying his reaction—and when I saw him enjoying the way I was pressing down softly with my lips, and swirling my tongue around his head, I could tell focusing on that more would be something for him to enjoy.” To demonstrate, Rarity took Bell End’s head into her mouth again, and the stallion groaned loudly in short order, bucking upwards against Rarity’s mouth.

Dash’s expression softened. She nodded, almost subconsciously.

After a few seconds, Rarity pulled her mouth away. “That’s another good piece of advice,” she said. “Be sure to use your tongue. When you’re working with such a limited set of assets, you have to make full use of every one you’re given. And, as you’ll notice, when your partner is enjoying themselves in such an enthusiastic fashion, do keep in mind the position of your head. Pull back when they move up, and vice versa, hm?”

Dash nodded, and Rarity grinned at her.

“Now, with all this said, sometimes there is a certain something about abandoning restraint and just throwing yourself into the act.”

Rarity took a deep breath and dived forward.

Dash didn’t manage to hide her gasp this time.

Rarity bounced her head up and down like a filthy porn star. Her technique was still fluid, and smooth, so the painfully depraved ‘gluk gluk gluk’ of bobbing dicksuck stayed away, granting her reprieve from a full comparison to an adult film star. Nevertheless, she did let herself drool a bit, getting a thin sheen of saliva all over Bell End’s cock. Instead of toying with his balls again, Rarity let her hoof run all over the lower half of Bell End’s body, caressing his fur and meeting her lips sometimes when her head came all the way down, pushing hard in one direction or another and always getting an emphatic groan from the stallion in her mouth.

After a good minute or two of knob-polishing, Rarity pulled her head back with a small ‘slurp.’

“Another thing worth noting,” she said. A tiny dribble of saliva hung from her lower lip.
“As unladylike as it may be, don’t be afraid to let yourself... salivate a bit. It keeps things nice and slick, for one, and for another, most boys seem to enjoy it quite a bit. Isn’t that right, dear?” Rarity gave the cock a playful prod with her hoof, and the accompanying groan became her answer.

“See?” she said.

Rainbow Dash looked down at her hooves, but found no notebook. She looked up again, and her eyes shone as her brain’s gears fired in the art of mental note-taking.

“The thing you must remember, Rainbow Dash,” Rarity said. She interrupted her own sentence with a forward dive, and as Dash watched with wide eyes, Rarity took the whole of the sizable length of stallion dick right down her throat. Dash stared as Rarity held her lips to the base of Bell End’s shaft, letting him swivel and buck against her mouth, but never once batting an eyelash at the giant piece of meat lodged in her throat. After a few seconds, Rarity withdrew her mouth and smiled sideways at the still stunned dash.

“...is that a proper lady, knows when not to be ladylike.” Rarity screwed up her mouth as she finished speaking, and leaned forward after a few seconds. Her lips parted, and a long, stringy drool of saliva dripped over the head of Bell End’s cock, which twitched excitedly in response.

“Also, while there’s no need to take the whole thing in one go, do try your very best, and a proper gentlecolt will appreciate it. Of course, practice makes perfect in that regard.” Again, Rarity plunged forward, and gobbled up the whole of Bell End’s cock in a single gulp.

For the first time since she’d started to suck, Rarity began bouncing her head. The act was mostly silent, save the sound of her lips sliding over the well-lubricated hardness of the dick between her lips. After a minute or two, the soft slurping was joined by a quiet hum—Rainbow Dash shook her head, unsure if she was hearing correctly. But the sound could be nothing else—Rarity was moaning onto the cock in her mouth as she sucked.

After a particular raucous ‘mmm’, Rarity pulled her mouth off the tip of Bell End’s cock with a ‘pop’. His dong dangled in the air, bobbing back and forth of its own accord, practically begging to be finished off.

“And above all, do remember to enjoy yourself. There’s nothing a gentleman likes more than knowing his lady is getting soaking wet just from the taste of his stallionhood. Isn’t that right, Bell End, dear?”

Bell End grunted in response.

“Yes,” he said, barely managing to get the word out between his teeth. His voice sounded pained, like he was straining to hold something back. His cock twitched without even being touched.

Despite herself, Rainbow Dash felt a tiny twinge between her legs as well. Something about the way Rarity’s voice had sounded...

Rarity tilted her head forward to plant her lips against the underside of Bell End’s shaft, where she began moving her mouth up and down, kissing and gentle sucking at the outside of his skin, occasionally licking the bottom of his head with her tongue.

“You do adore it when I have fun like this, don’t you, dear?” Rarity asked, mimicking the tone Rainbow Dash imagined she might use in a heated lovemaking session—or a well-paid evening with a wealthy ‘client’. Not that Rainbow Dash had any suspicions about Rarity’s occupation outside of her sewing.

“Yes,” Bell End answered, again kept in the restrained groaning of a barely-there word.

“And you like it when I spend so much time and attention just teasing you at the edge, don’t you? You love knowing how positively drenched it makes me to feel your massive, swollen virility against my lips.”

Bell End bucked his hips upwards under Rarity’s touch, and she moved to meet him like a pro, keeping her lips steadfastly planted in the same place along the base of his shaft.

He didn’t even manage to speak this time. He just nodded.

Rarity moved her mouth to the head of Bell End’s cock and sucked the tip inside for a few seconds before withdrawing her mouth, swirling her tongue languidly around the head she had just sucked.

“You are going to cum for me, aren’t you darling?” Rarity crooned, withholding the caress of her tongue for a moment to speak, before returning her attention to the still twitching member underneath her nose. From where Rainbow Dash was standing, she could see an extra bit of moisture on Bell End’s unit—Rarity’s spit was joined by a healthy leaking of pre from the tip of his cock, and Rarity lapped up every drop of it as it came.

Bell End nodded again and grunted wordlessly.

“You’re going to coat the back of my throat in your delicious load, aren’t you? So I can hum and moan as I swallow every drop of your hot, white cream?”

“Oh, fuck, Rarity...”

Bell End began to thrust mid-way through his interjection, and Rarity moved at the same instant, taking his shaft in her mouth and enveloping him completely before his groan had left his lips. Dash rocked on her hooves as she strained to catch every second of the act unfolding in front of her.

She could see Rarity’s hoof further down, massaging the stallion’s balls as he came. She could see the twitching of his sack, and the way his hips moved up with each second, slamming his pelvis into Rarity’s muzzle. She could see Rarity’s eyes, half-open, flittering occasionally as she swallowed. She could see the throb of Rarity’s neck as she gulped down each spurt of what Rainbow Dash knew must be a good load of cum. Not even a tiny bit slipped out.

Rarity waited until the cock in her mouth had fired off its final spurt, a thick dribbly ooze that coated the back of her tongue. She pulled her mouth away and planted a tiny kiss on the head of Bell End’s cock before she stuck her tongue out, for just an instant.

Rainbow Dash saw white, and another twinge shot between her legs. Bell End groaned.

Rarity withdrew her tongue and swallowed. She patted her mouth demurely with a hoof when she was finished.

“Oh, and of course, a lady must always swallow. No exceptions. Understood?”

Dash’s nose crinkled and her eyes squinted in the same token.

“Really?” she asked.

Rarity nodded back at her.

“There’s nothing more important to a stallion than showing him you love every bit of him enough to take him inside your mouth. Besides which—ladies do not spit.”

“But what if I don’t want to be a lady?”

Rarity rolled her eyes.

“If that’s the case then I can’t see what more I could teach you. As in all things, Rainbow Dash, one must be a lady when the situation calls for it. Perhaps for some ponies that isn’t every day, or even at all most of the time—but this is an act that calls for no exceptions.”

Dash shifted on her legs, noticeably uncomfortable. Rarity softened her expression a little and went on.

“I can see how this might be a bit... intimidating to somepony without experience. But, Rainbow Dash, I know you. You’re always the best at what you do as long as you put your mind to it. I see no reason this should be any exception.

“Besides,” Rarity said with a twinkle in her eye, “the taste is something special once you get used to it.”

The faintest hint of blush crept onto Rainbow Dash’s cheeks as she turned her head to the side.

“Do you understand then, Rainbow, dear?”

Rainbow Dash nodded absentmindedly. For a pony who had seemed so reluctant to start, Rarity could see a fire in her eyes, smouldering behind a haze of apprehension.

She could also see the way that Rainbow Dash’s wings had shot straight up from her back and were waving back and forth as Rainbow Dash jostled herself from side to side.

And rubbed her hind legs together, Rarity noticed.

“Was that enough instruction to get you started?” Rarity asked.

Dash blinked as though she’d been woken up from an engaging dream. “Oh,” she said, forgetfulness carried in her voice—or some other distraction. “I, uh... I mean, yeah, I guess.”

“Wonderful!” Rarity stepped sideways to the foot of the bed, and gestured with an outstretched hoof for Rainbow Dash to take her place. Dash eyed the side of the bed suspiciously.

“Go on, dear. He won’t bite, I promise. I told him to be good.”

Bell End nodded and sighed, seemingly still recovering from Rarity’s enthusiastic coaxing of his orgasm.

Rainbow Dash made her way to Rarity’s previous place with some hesitation. Her hooves shook as they stepped forward, and as she got closer to Bell End’s flaccid shaft, her face scrunched up into a sort of grimace.

She gasped when she felt something on her backside—not like a hoof. Softer, and smaller.

Rainbow Dash turned her head to find Rarity grinning at her. She still had her glasses on, and now a sense of smug satisfaction as well.

The thing on Dash’s bum, as she looked at it, was the same toy Rarity had pulled from parts unknown at the beginning of her explanation.

“What is that?” Rainbow Dash asked.

“That, my dear,” Rarity said, pulling away the ‘thing’, “is your incentivizer. I try to avoid using it whenever possible, of course—but some ponies just do not have the aptitude for this kind of skill. If you’re a fast learner, I’m sure you’ll have no problem.”

Rarity eyed the thing on her butt. It felt soft now, but Rainbow Dash remembered how much a neatly packed cloud stung when she flew into it by accident.

She gulped and tried not to think about it. Instead, she turned her attention to the thing demanding it—or, more accurately, in dire need of it.

Bell End had already been half hard when Rarity had demonstrated, but now he was floppy and spit-soaked. Dash stared at his curled up member like it might suddenly grow a snake head and lunge to attack her.

Dash felt a prod from the thing that had been on her backside. She turned around with a glare on her face.

“Are you here to learn or not, dear? You can hardly hope for me to teach you anything if you don’t demonstrate your technique.”

Rainbow Dash cringed, but stepped forward—within neck reach of Bell End’s cock, anyway.

“But it’s not fair,” Dash protested. “He was already getting hard for you.”

Rarity smiled.

“Ah, and that is precisely one of the reasons why Bell End is of my favorite suitors. Bell End, if you please, for our darling novice Rainbow Dash?”

Sure enough, as Dash watched, the floppy dick in front of her uncoiled and began to straighten. It started off as a chubby, then into a proper half-shaft, until finally it was almost a completely hardened erection—still a little give, from the look of things, but a great deal harder than it had been a moment ago.

“Invaluable, is it not?” Rarity asked.

Dash tried again to swallow the lump in her throat.

“Oh... yeah. Great.”

Rarity nodded.

“Well then,” she said, “let’s see you get on with it. Just do your best, Rainbow Dash.”

Dash stared at the floppy thing in front of her as though it was her first time seeing one. In truth, the difference in size was a bit much, but she had come this far.

With a final gulp, Rainbow Dash leaned her head forward and licked, from base to tip. As she finished pressing with her tongue onto Bell End’s cock, his dick sprung back into position, shaking from side to side as it settled.

Dash looked surprised.

“Not bad,” she said, as though appraising the taste.

A throat clearing from behind Dash’s head prompted a turn of her attention.

“Be that as it may, Rainbow Dash, a lady does not comment on a gentlepony’s taste until after she has properly sampled him.”

“Huh?”

Rarity rolled her eyes.

“There is a certain finality to the conclusion of hard work in this situation, is there not?”

Dash’s eyes glazed over for a moment as she tried to piece together the meaning in Rarity’s sentence. Her mouth formed an enlightened ‘O’ as the core of Rarity’s prompting struck her.

“Oh... ohhh. Right. I mean... okay, sure.”

Rarity smiled.

“That being said my dear, you might offer an encouraging appreciation or two once you’ve dug in properly. Now, if you please?” Rarity pointed with her slender black device in the direction of the waiting erection nearby Rainbow Dash’s nose. Dash nodded and turned her head back around, staring face to face with the turgid cock begging for her attention.

Dash took a moment to study it before diving in again.

The thing was big. Much bigger than Rainbow Dash had been expecting, though not something theoretically unmanageable. She was used to her boyfriend’s size, which even at its best wasn’t more than a mouthful. Yet, somehow she still managed to choke and gag if his head hit the wrong place.

Now that she was close, Rainbow Dash could see another something different about Bell End’s cock—namely, his wasn’t nearly as veiny as Rainbow Dash was expecting. It was almost smooth along the shaft, which all-in-all made it look more appetizing. It looked like it would fit very nicely somewhere other than Rainbow Dash’s mouth...

Dash started, as though she’d been pinched awake from a dream. She squeezed her hindlegs together and narrowed her eyes.

That was enough studying.

What had Rarity’s first recommendation been again?

Dash leaned forward and pressed her mouth into the base of the giant prick in front of her. She tried to appreciate every part of it she could see—the way it stood straight up with no assistance. The not-too-unpleasant taste of it against the tiny bit of her tongue she had put out to lap at the soft skin. The way it went perfectly into the base of this moment’s ago unknown stallion’s pelvis, and his balls joined as a lovely compliment below.

Dash considered the pair of the testicles underneath her mouth. She pressed her lips together lightly, trying to get a feel for the skin against her face—but Rarity had started by saying attention should go everywhere. Rainbow Dash rose her foreleg to the big set of balls nearby. Her hoof shuddered slightly as she touched them, and again she clenched her legs together.

She wasn’t used to handling balls. Thunderlane’s were kind of tucked away, and she had never really paid them much attention. When he was fucking her, she just kind of let him do his thing, and when she was trying to get him off with her mouth... well, that was usually disastrous enough with just one thing involved, let alone two more.

But, she was here to learn, after all.

Dash sucked in a large gulp of air through her nose and slid her mouth downward. Her lips almost tickled as they moved over the base of Bell End’s cock and down onto the well-shaven skin of his sack.

The texture wasn’t weird, but it was certainly different. Rainbow Dash raised her hoof to bring the two swollen nuts closer to her mouth, and parted her lips, daring herself to pay further attention where it was available.

There. Rainbow Dash took one of the testicles into her mouth and sucked gently. Above her head, Bell End groaned.

That was a sound Rainbow Dash wasn’t used to when she was doing anything with her mouth. It was the same sound she’d heard the stallion make when Rarity was pleasuring him, and it felt good to know she could do the same.

Between her legs was beginning to get a little damp. She ignored it and continued to suck, alternating to the second testicle with a gentle ‘pop’. Bell End moaned again, and Dash grinned to herself. She sucked harder.

“Ah...” Bell End made a noise Dash wasn’t familiar with, though it sounded a lot like the noise Thunderlane made when she—

“Ow!”

The sting of Rarity’s crop came suddenly, planting itself in an instant on Rainbow Dash’s backside with a stinging swat. Dash pulled her mouth away from the lump of flesh occupying it, and turned her head with a glare.

“What the hay was that for?”

Rarity scowled at her.

“It is very important, whether in the act of pleasuring a partner, or when interacting with them in general, that one has consideration for all things worthy of attention—and all cues, verbal and otherwise.”

Rainbow Dash ran a hoof over her right butt-cheek, rubbing the reddened patch of skin where Rarity’s crop had struck her.

“Huh?” she asked.

Rarity glowered harder.

“That noise you just heard poor Bell End make was one of discomfort. When one is handling what is essentially the most sensitive part of the male anatomy, one must be certain to take care with the ferocity of their attention.”

Rainbow Dash blinked. Rarity rolled her eyes.

“Suck lightly, dear. You’re a lady, not a vacuum cleaner.”

A patch of red to match her backside crept onto both of Rainbow Dash’s cheeks.

“Oh... right. Sorry.”

“Not at all,” Rarity said. “Please, continue.”

Again, Rainbow Dash turned back to the cock she had yet to become properly invested in. She looked back to the pair of balls still held aloft by her hoof, and approached them gingerly with her mouth. Instead of sucking, this time she licked, delivering long, attentive laps from the bottom of Bell End’s sack to the top.

If his noises were any indication, he seemed to like this more. His groans were certainly louder.

Rainbow Dash listened for a hint of discomfort, but found only the same sounds Bell End had made during his time with Rarity. So, she continued to lick.

Her left hoof was still free though.

Every part...

In a feat of sexual multitasking more advanced than anything she’d completed before, Rainbow Dash moved her left hoof tentatively to the base of Bell End’s cock. She pressed into the hard-flesh, noting the smooth texture of the skin underneath her hoof.Trying to maintain the same theme of gentleness, she stroked up and down, just rubbing the side of the shaft, all the way up to the tip, then back down to the base in slow, soft movements.

Bell End met her with another groan.

Dash would have smiled but for the balls on her tongue. She thought herself a grin anyway.

And then a gasp.

Rarity’s crop had found it way between Dash’s buttcheeks and down further, prodding between her legs at the entrance she had tried so dearly to hide from view. The insides of her legs were damp with her arousal, and Rarity’s crop slid between them easily until the tip was pressing just against the swollen lips of her pussy.

“Very nice,” Rarity said, rubbing up and down with the tip of her crop once or twice. “A proper lady uses every tool available to her, and you’re doing marvelously so far. What’s more, a proper lady also makes sure to enjoy her work, and I can see you’ve got that very much covered...”

Rarity poked forward with her crop, and Rainbow Dash felt the flat leather tip poke against her clit. She stifled the gasp that tried to emerge from her throat—if anything, paying attention to herself was only a distraction. She could always take care of that later.

Plus, focusing on the task at hoof—or, at mouth, rather—didn’t let her think about how strange it was that her friend, Rarity, was poking at her slit while she dripped onto her own fur.

Though, in retrospect, the idea seemed more exciting than anything else.

Rainbow Dash tried to think about something else. She gave one or two more licks to the now spit-coated sack held up to her mouth, then withdrew her tongue. She stopped her hoof as well, pressing it into the base of Bell End’s cock to hold it in place. Another deep breath, and she raised her head, bringing her mouth to the engorged tip bobbing back and forth like an obscene pendulum with a shortened grade of movement.

The tip stared at her, almost like some kind of snake. Rainbow Dash stared back at it, eyeing the one hole and the way the head flared out as it met the shaft.

She could do this.

Deep breath.

Rainbow Dash felt the slip of Rarity’s crop from between her legs, granting her at least the ability to focus again. Much easier without her friend’s leather toy prodding her right in her pussy.

Dash swallowed and leaned forward.

Her lips met the head of Bell End’s cock like it was a first kiss, and she pressed them into the skin for a moment before seemingly remembering there was more beneath. Her lips parted obscenely, sliding down over the flared tip and onto the shaft proper—just a few inches before stopping. Rainbow Dash held herself in place for a moment, trying to give her mouth time to acclimate to the size of the thing between her lips. This was the part where she usually went too fast and got her teeth caught on something. Better to go slow, if she was supposed to be careful.

Gentle. Attentive. Rainbow Dash said the words in her head as she slid further down.

There was no way she was getting the whole thing in one go.

Rainbow Dash breathed through her nose for a few seconds before pulling her head up. She remembered what Rarity said about spit, and tried to let some drool leak from her mouth—instead, it just bunched up behind her lips. When she reached the top of her mouth’s arc, she pulled her head all the way off, and a trickle of saliva leaked onto the top of Bell End’s cock and down his shaft. Dash sucked a little bit of her spit back into her mouth with a ‘slurp’ before going back in for a second taste. She squinted as she reached the halfway point, reminding herself the entire time to do it the way Rarity had said to start. Slow, attentive. Careful.

“Hnn...”

Rainbow Dash heard another sound when she pulled her head back for the second time, but couldn’t quite place it.

Whap.

“Ow! Motherbuck—”

“Rainbow Dash! A lady does not cuss! Not unless requested, in any case.”

Dash turned her head again, stinging sharply from another blow from Rarity’s crop. She could feel it for real this time—and as she looked, a large stinging red-stripe had appeared on her left buttcheek, glowing as thought it wanted to shine brighter than the light overhead.

“You just hit me!”

“We’ve been over this, Rainbow Dash. I am hear to instruct you, not to make sure you are comfortable. If you can do both through your own direction, all the better.”

“But why did you hit me again?” Dash asked, avoiding the temptation to rub her own ass again.

“Do you remember what I said about paying attention?” Rarity asked, crossing her forelegs in front of her chest, the crop held in one.

Dash squinted.

“I... I think so? Like, just now about looking for... cues?”

Rarity nodded with her eyes closed.

“That’s one part of it, yes. But the other part, and the one I hoped to stress so critically, was paying attention not only to what your partner tells you, but what they like. In an ideal relationship, you and your partner should be open with each other about your preferences... but in the heat of the moment, it can be hard for even the most composed stallion to vocalize his enjoyment beyond a grunt or two. Do you remember the way dear Bell End responded when I began my demonstration? How you were so curious about his reaction from such minor attention?”

Dash thought back. Rarity had simply held her head there, and Bell End had gone crazy.

“Yeah.”

“Then you’ll remember that I specified paying attention was the key to this sort of reaction. Tell me; did you remember to look for signs from Bell End that you were doing well? Or were you more focused on doing what you thought you should be doing, rather than looking for it?”

Dash sighed.

“The second one, I guess.”

“Indeed. So that is why I struck you, Rainbow Dash. I wish you wouldn’t get so defensive about it. I am trying to help you learn, after all.”

Dash sighed again.

“I know.”

“Then, if you will; please resume, and try to pay closer attention this time.”

Dash nodded. “Right,” she said, and turned back to Bell End’s cock.

When she went back down, this time, Rainbow Dash did try to pay attention. It was a bit of a feat, keeping her teeth in check, remember to pay attention with her hooves, even if they were just on the insides of Bell End’s thighs, or nestled on his balls—but now she had to look for clues. It was almost like listening for a certain voice in a crowd—the hint that would tell her when she was doing something right.

Dash remembered something all of a sudden: tongue. She had a tongue.

With her mouth at the peak of its crest, her lips around Bell End’s cockhead, she licked.

Hips bucked upward met her.Dash remembered Rarity’s mention of this—move her head up to avoid choking. Which she did, avoiding taking too much cock in one go. Nice trick.

Another gentle prod of Rarity’s crop nudged her between the legs. Dash kept her mouth shut, but she felt the leather poking between her lips just a bit.

“Very good, dear. More of that, I think it’s safe to say. Just remember that your own beau may very well be different, so the important thing is to pay attention.”

Rainbow Dash nodded slightly with cock in her mouth, and licked again.

A groan. Dash continued the waggling of her tongue as she pushed her head down.

She wasn’t sure, but she felt like she managed to get further down. Three-quarters, at least.

As Dash bobbed her head slowly up and down, it seemed that she’d at least learned something. The reactions coming from Bell End’s body language and muffled groans were worlds better than the stiff reaction and pained-sounding grunts Thunderlane gave her.

And yet, still, with all the things she was doing, sucking cock felt so much more like work. The slowness especially was intolerable. Dash could feel every inch of cock as it slid past her lips, the head poking at the back of her throat, twitching as she bottomed out as best she was able and lapped at the near-bottom of the shaft with her tongue—but it took so long. And Dash was anything if not impatient. She hated slow. Slow was the worst.

She wondered, for a moment, if Rarity would accuse her of impatience if she sped things up.

But not if her ‘partner’ liked it.

So how could she make him like it?

As her tongue slid along the underside of Bell End’s head, Rainbow Dash pulled her mouth off with a pop. She replaced her tongue and warm cheeks with her hooves, squeezing against the base of Bell End’s cock and rubbing up and down.

If Rarity could make it work, maybe she could do.

“You... you enjoying yourself so far, big guy?” Rainbow’s voice shook a little as she started, but even mid-sentence she seemed to find her steam. The nervous edge of her unsure annunciation made way from the usual confident swagger of her intonation.

Bell End half sat up with a surprised look on his face, but was quickly overtaken by the feeling of Rainbow Dash’s hooves, and the look on her face as he appraised her.

“Yeah,” he grunted, leaning back onto the bed.

“Great,” Dash said, pulling her hooves away. “I get that you dig it slow—I can see how that’s kinda fun. But, I don’t really like going slow. It’s not my speed.”

Bell End propped himself up with his forelegs and stared. Rainbow Dash grinned at him.

“So,” she said, “how about this. To get things a little more up to snuff—how about when I go this time, we take things up a notch? I’ll let you slam my mouth, and I’ll give you as much of the Rainbow Dash speed as I can muster. You can fuck my face, if you want, as long as you’re really pounding it.”

Bell End’s mouth almost fell open, but he caught it at the last second.

Though Rainbow Dash’s head was turned, Rarity’s mouth turned up at the corner, into a smirk.

“W-well,” Bell End said, his voice meeker than it had been until now. “I guess, if you want.”

“If you don’t like it, feel free to let me know—but I think a big dick like yours would feel a lot better jamming down my throat than just sitting there, don’t you think?”

Bell End nodded, his eyes wide.

“S-sure,” he said.

“Rad,” Dash said, and licked her lips.

“Let’s get down to it then.”

Dash practically threw her face forward, finding Bell End’s cock like a morsel to a hungry baby bird. She forced her mouth all the way down his shaft in one swift motion, and the resulting groan from Bell End let him fall backwards, lying on the bed with Dash’s lips wrapped around his dick.

“Mhm?” Dash said, and arched her eyebrows in Bell End’s direction.

With a tiny nod back, the stallion sunk his hips into the bed, then threw them upwards.

The impact hit Dash right in the back of the throat. For the first time, she could taste every inch of the cock in her mouth. Her lips pressed against the base, and she could smell the faint aroma of the balls she’d fondled minutes ago.

Her eyes widen a bit as she felt the flared cockhead aimed squarely down her throat tickle her esophagus. She tried to pull her head back further, and fought desperately to keep her gag reflex at bay. Her eyes watered a little bit.

After a few seconds, it was okay. False alarm. She could still breathe.

Dash sucked in a big gulp of air through her nose, and tried to move. She drew her head back of her own accord and then went down with as much muster as she could manage. Her mouth made a choked gulping sound as she took the whole of Bell End’s cock again.

Then they both moved. Rainbow Dash bouncing her head, Bell End thrusting upwards. For every motion in one direction, the second component met it, moving in reverse, until Bell End was fucking Rainbow Dash’s face. The impact of his cock made an obscene slurping noise as it pressed past her lips into the back of her throat, but Dash didn’t seem to pay it any attention. She kept her eyes almost all the way open as she let herself be face-fucked, or as she aided in the process herself. Once or twice she felt another shudder in her throat, but as the act went on, she got more used to it, almost settling in, until the cock in her mouth almost felt natural.

As Bell End slammed himself home second after second, Rainbow Dash’s hind legs began to shudder. She planted her left hoof firmly between them and closed her eyes as her hoof touched wetness.

Smack.

Dash didn’t bat an eyelash as she pulled herself up this time, leaving Bell End thrusting awkwardly at the air until he realized Dash’s mouth was gone.

“What was that for? I don’t think I did anything wrong?” Rainbow Dash turned back around to Rarity, ignoring the new mark on her ass.

Rarity grinned at her, but said nothing.

“It’s not because I'm trying to speed things up, is it? It looks like he’s enjoying it.”

Rarity shook her head.

“No no no, my dear, nothing like that. I can see you found some inspiration in a style that’s a little bit more personal, which is wonderful.”

Rarity smiled and held her crop aloft, taking aim with her eyes half-closed.

“I’m just doing it because I can see how much you enjoy it.”

Dash’s mouth gaped a little as Rarity lowered her crop, smacking Dash across her fur with a hearty ‘slap’.

Dash’s legs shook, and her hoof moved between them again, rubbing back and forth on her slit.

“Fuck,” she said, almost whispered under her breath.

“Now now, dear; remember what I said about profanity. Back to work with you.”

Without a word, Dash turned her head around and opened her mouth to resume her facial pounding.

She found the rhythm again in only a few strokes. Once more, her mouth dribbled spit onto Bell End’s shaft as he slammed himself inside, using her face like it was holding a movable hole used only for him to jam his cock into. After another half minute of face-fucking, Rainbow Dash felt the smack of Rarity’s crop on her backside again, but she didn’t stop this time. She managed a short moan onto the piece of flesh between her lips, and an extra hard press of her hoof into her own clit, but kept up her attention. A proper lady ignores distractions, Rarity would probably say.

Dash raised her free hoof to the base of Bell End’s cock, then moved it lower, pressing against his balls. As she was mid-gulp of his cock, Dash drew her hoof back and brought it back, smacking lightly against Bell End’s testicles.

Bell End groaned extra loud, and Rainbow Dash managed a weak-looking grin around his cock as he fucked her.

She slapped again, and was followed by Rarity, delivering a slap of her own. Dash could feel the stinging patches threatening to raise into welts, but she tried to focus on the feeling of her face being filled over and over again with dick, and on the reaction from her light slapping. Balls were sensitive, no doubt, but that didn’t mean she couldn’t play rough.

Pay attention. Look for cues.

Dash felt a extra tightness as she brought her hoof back a third time. She felt an extra forceful thrusting into the back of her mouth, almost making her gag as Bell End’s cockhead flared in her throat. She could feel his strokes growing longer, harder, asking for more of her attention, more of her mouth, more of her tongue managing the occasional lick of his head before it pulled away, or pushed past almost touching her tonsils.

She’d never gotten this far with Thunderlane. The thought sent an electric shiver through her body, concentrated on the heat between her legs, and the burning sensation on her ass.

She wasn’t sure she could take the whole thing down her throat though.

Maybe if she gave a bit of warning.

With her hoof still working furiously on her own clit, and Rarity’s smacks prompting a new gush of wetness every few seconds, Rainbow Dash pulled her head back abruptly, moving her other hoof from Bell End’s balls to the base of his dick.

“Hey,” she said. “Listen, I’m not sure I’m up to taking you in my mouth, but if you want me to—”

Rainbow Dash didn’t get a chance to finish her sentence. She felt her head being moved forward, a pressure on the back of her skull like a pair of hooves. Her mouth opened out of reflex, and Bell End’s cock found its natural place in the back of her throat.

The hooves on the back of her head pushed down harder. Her nose ground into Bell End’s pelvis, and her chin against his balls.

Over Rainbow Dash’s head, Rarity nodded and winked at the stallion gritting his teeth on the bed.

“You’ll recall what I said about swallowing, darling. No exceptions I’m afraid.”

Dash felt it. She’d never felt anything like it, and her first reaction was to try to pull away. The hooves on the back of her head were remarkably sturdy, so she didn’t manage to pull back. As a result, the first blast hit her in the back of her throat, and then her gag reflex kicked in.

“Be a good girl, Rainbow Dash. Take every bit you can manage.”

With no place to go, Dash’s throat simply spasmed around nothing, and she choked on the dick in her throat, shooting its first shot of cum down her esophagus, and a little into her windpipe.

Her hoof hadn’t left her legs. She clenched them together out of reflex, and now her clit was sandwiched between her leg and its place on her body. A hard pressure was the result.

In her gagging, Rainbow Dash’s body shook, and her legs clenched even tighter.

The second shot went more down her lungs than down her throat, and Rainbow Dash coughed as much as she could with the hooves holding her in place. As though purely in objection to their misuse, Dash’s lungs heaved at her in protest, and a good amount of the second shot made the transition from Dash’s lungs to her sinuses. She felt the unfamiliar creamy texture go from her mouth, to her throat, then away from the burning pipe in her chest to the two tiny holes in her nose that now felt like they were on fire too. Dash snorted out her nose, her only means of collecting air, but only managed to inhale the cum that she’d just coughed out.

She heard the grunting of Bell End as he fired off a third shot of jizz, but it was abstracted. Rainbow Dash’s head was swimming in the inescapable sensation of her own shudders and twitches, and now the additional protest of her body against the alien fluid lodging itself in her breathing apparatus. Her nose burst forth with more jizz as the next delivery entered her sinuses as well, and it began to drip down her face, leaking from her nose onto her upper lip. Her cheeks joined the rest of her face’s wetness as tears leaked from her eyes, the only manageable response to the lack of air, and her oxygen being replaced with cum.

After the fourth squirt, Dash felt like she might pass out, but she held on through the vestigial remnants of her own lightning tingles, her hoof planted firmly between her legs.

The hooves moved. Though she could barely think, Rainbow Dash pulled herself backwards. Air flooded her mouth like water, and she gasped, choking it down through the semen coating the inside of her mouth and the airways in her nose. She fell backwards onto the floor, wheezing and panting as she tried to clear the cum away with fresh oxygen.

Bell End let out a barely-there groan as the last tiny dribble of cum leaked down his head and towards the base of his shaft.

Rainbow Dash tried to collect herself. She drew in giant rattling breaths that shook her chest. Her wings, still stiff, pressed awkwardly into the ground, and she only remembered to remove her hoof from her soaking wet slit after a minute or two of concentrated breathing. Eventually, she found the strength to sit up, and then stand. She could feel cum drying on her upper lip, and still coating the inside of her nose.

She turned to Rarity without speaking a word. Rarity smiled at her.

“A lady,” she said, “always swallows. No exceptions.”

Dash glared, but her eyes were soft, like her heart wasn’t in it.

She’d never cum that hard before in her life.

“You... you could have given me some warning, at least.”

Rarity grinned wider.

“Yes, but where would the fun in that have been? Besides which... I daresay both you and monsieur Bell End enjoyed it more this way. Wouldn’t you say, Bell?”

The bigger than average stallion on the bed sat up and rubbed one of his forelegs awkwardly with the other. He gave an apologetic look in Rainbow Dash’s direction. She stared back at him, her face still caked with tears and cum.

“Yes,” he said, holding his voice close to his chest.

Rarity blew a breath from her nose towards Dash matter-of-factly.

Dash didn’t say anything. She looked away from the colt she’d just let drill her face and spray the inside of her mouth with sperm.

“...alright, fine,” she said.

“You must trust me when it comes to these things, Rainbow Dash. I didn’t become an expert overnight, you know.”

The bedsheets rustled as Bell End picked himself up off the too-elegant quilts and let his hooves settle on the floor. His legs shook for a moment, but they steadied themselves after a few seconds. He turned his head towards Rainbow Dash and nodded at her.

“Sorry,” he said.

“It’s fine,” Dash said. She wiped a hoof across her face and cleared away a streak of cum that had hidden on her chin. “I appreciate your help,” she said.

“Yes, very much so,” Rarity said. “I’ll be sure to call on you again the next time something like this comes up, hm?”

Bell End nodded.

“I’ll make myself available,” he said.

Rarity nodded back.

“Go ahead and let yourself out whenever you’re ready then, dear.”

Bell End gave a tip of his head as he stepped past Rarity and to the door. The jingle of the boutique’s bell rang out a second later, leaving only Rarity and Rainbow Dash in the renovated interior of the store. Only a single dribble of cum found its way onto the floor, though it had mixed with the wetness of Rainbow Dash’s dripping from the place she had stood the entire time.

Dash turned her head to Rarity and wiped a hoof across the underside of her nose. It came away white.

“So,” she said, “how’d I do?”

Rarity’s face brightened. Her smile shone wide, and her eyes sparkled behind her red glasses.

“I think,” she said with a playfully reserved tone, “that Thunderlane will be very happy to see you the next time you two spend an evening together.

“And if not... well, we can always arrange further lessons, if need be.”