9:50 PM

The hot-air balloon set down on the reinforced-cloud landing zone Rainbow Dash had sculpted/constructed for it, allowing Twilight – her body enveloped in a Cloud-Walking spell that should last until 12 hours and 10 minutes from now – to leap out and start making her way for the front door of Dash’s cloud manor. She knocked on the door, and after several seconds the door opened. Rainbow Dash’s face lit up in a smile.

“Hey, Twilight” she said. “C’mon in!”

If Twilight had to use two words to describe the inside of Rainbow Dash’s house, they would be “organized mess”. There was various clutter, things of all sorts all over the place mixed together, but it was all neatly out of the way, grouped together in surprisingly orderly ways. Her observations were cut short as Dash’s grinning face imposed upon her field of vision.

“Yeah, sorry my home’s not the cleanest place around” she said. “But I know where everything is, at least. So… Whaddya wanna do now?”

“Um… Pardon me for sounding so uncharacteristically bold, but… Could we go ahead and start?”

Dash’s grin grew bigger. “Sure thing!” she said. “Follow me; my bed’s still cleaned off from last night.”

“So how have your last two nights with Pinkie Pie been?” Twilight asked.

Dash blushed and smiled. “Amazing” she replied. “She’s really affectionate – loves to kiss me and cuddle me, both during sex and at other times. I always thought I’d hate that kinda stuff, but now that I’ve actually experienced it…”

“Anything I should know for tomorrow night?”

“Pinkie likes to talk dirty. She also likes to make her partner talk dirty. You’ll find out what I mean when she gets her hooves on you…”

They made their way into Rainbow Dash’s room, the wall adorned with several posters of the Wonderbolts and a few rock bands. Rainbow flew over onto her bed, and then gave Twilight a sultry smile, beckoning her over. Twilight trotted over and jumped up onto Dash’s soft bed (‘Are super-soft and comfy beds a pegasus thing?’ Twilight wondered), and Dash pulled her into a hug, her wings and forelimbs holding her close. Then Dash kissed her, and she moaned lightly and leaned into the kiss. The feeling of being the dominant one spurred Dash onward; sure, she loved submitting to Pinkie, but feeling Twilight submitting to her was just as good, the young unicorn responding to Dash’s light prompts by opening her mouth and gladly letting Dash’s tongue in. The heavy petting that ensued turned both of them on fairly quickly.

After a few minutes of making out, Dash pulled back. “Hey Twilight” she said huskily. “Let’s get to the fun. Lie down on your back, cutie.”

Twilight did as she was told, and she blushed as Rainbow Dash stared at her exposed, wet pussy, licking her lips. Then, Rainbow climbed atop Twilight, turning around so that her own privates were right in front of Twilight’s face. Twilight then squeaked with surprise as she felt Dash’s tongue begin running along her slit, and after a few seconds she grabbed hold of Dash’s hips and started returning the favor, hearing Dash let out a low moan in response. As she leaned forward and up a little to get a better reach, she felt as Dash’s tail shifted around to cradle her head; the surprisingly intimate gesture made Twilight’s heart flutter and her blush deepen, and she tried to replicate it with her own tail. Dash’s response was to lightly suck on Twilight’s clit, making her let out a high moan and dive into her own task with renewed enthusiasm.

Both girls’ moans and whimpers filled the room as they ate each other out, working to give each other as much pleasure as they could. Having accumulated a fair amount of experience in the past couple of days, it wasn’t long before they brought each other near the brink. Rainbow came first as a result of Twilight shoving her tongue in deep and thrashing it around, crying out as her loins quivered, wings sticking out and twitching with each pulse of pleasure. She then, her own orgasm still crashing through her, bent down and took Twilight’s clit between her lips, licking and sucking frantically. This pushed Twilight over the edge, her cries joining Rainbow’s in a duet of ecstasy.

As the orgasms ebbed, leaving the two panting for breath, Rainbow Dash moved with a burst of energy, sliding off of Twilight and positioning herself in a scissoring position, her pussy pressed up against Twilight. Then, she started pressing and grinding their hips together. Twilight squealed, still sensitive so soon after an orgasm, and Rainbow Dash let out a loud, happy moan as she picked up the pace of her motions. Twilight soon found herself repeating the movements, pushing back and grinding against Dash. Since they were both still close to their last peak, it took less than a minute before they came again, backs arching and hips bucking as they continued grinding their pussies together. They slowed down as the orgasm continued, allowing themselves to break contact when it was over, flopping down on their backs.

“Wow…” Twilight gasped out. “That was… intense…”

“Totally…” Dash replied. “You’re cute when you cum, Twi.”

Twilight giggled. “So I’ve been told. So… What next?”

“How about you use that awesome new spell of yours on me? I can’t wait to see what it’ll be like to be the one with the dick… not that I’m complaining about Pinkie fucking my brains out, mind you.”

Twilight made an amused grin at that, and then began casting the spell, focusing on Rainbow Dash. After several seconds, the usual flash of magenta light signaled the spell’s completion, and Dash looked at her new magically-formed penis. She slowly ran her hoof up and down it, shivering a little from the new pleasure this gave her. Twilight took a good look; it looked to be pretty much the same length and girth as Rarity’s. She licked her lips, and then bent down and licked the cock’s underside from bottom to top, causing Rainbow Dash to gasp and then make a throaty moan. She flicked the head with her tongue a couple times, and then began taking the cock into her mouth, sliding her lips down it. Dash let out a sighing moan, her hoof softly petting Twilight’s head.

Twilight started bobbing her head up and down, her tongue running all over Rainbow’s dick, and Rainbow moaned and pushed her hips forward a little. Twilight made her own little happy moan as she kept moving, the sensations sending little sparks of pleasure through her mouth. She moved faster, finding a quicker pace that made Dash gasp and moan a little louder. Then Dash started slowly rubbing the base of Twilight’s horn, and thus got to enjoy the little vibration on her cock from Twilight’s own moan of pleasure in response. After a minute or so of this, Twilight started moving faster and deeper, eager to make Dash cum. It was working, judging by the growing tension in Rainbow’s hips and the increasing pitch of her vocalizations. It only took a handful of seconds before Rainbow came, crying out and filling Twilight’s waiting mouth with hot, thick cum that she almost-greedily sucked out and swallowed, still licking Dash’s cock inside her mouth and sliding it between her lips to provide further stimulation.

When Dash’s first male-type orgasm came to its end, Twilight slowly pulled away, swallowing a couple times and savoring the aftertaste and the memory of the other sensations. Rainbow looked at her, still panting.

“Damn, Twilight” she said slightly breathlessly. “I’m gonna hafta remember some of the things you did to me for the next time I do it to Pinkie.”

“I don’t really know why I love doing that” Twilight replied. “I just… do. It turns me on, it feels really good for my mouth… and the end result doesn’t taste half bad, either.”

Rainbow chuckled. “So what next? The main event?”

Twilight nodded. “How would you like me?”

Dash smirked. “Get on your back, you sexy-cute little mare.”

Twilight blushed lightly, but then gave her best seductive smile as she laid her head on Rainbow Dash’s pillow, hind-legs spread open to reveal her waiting pussy. Dash grinned as her dick quickly became hard and ready again, and she took position, lining her cock’s head up with Twilight’s entrance. She pushed in, letting out a wavering moan with a big smile on her face, while Twilight moaned and reached up, hugging onto her as she slid in. When Rainbow was all the way in, she closed her eyes in bliss, and she could feel Twilight kissing the front of her neck.

“Ohhh~, no wonder Pinkie made those faces when she put it in me last night” Dash groaned out. “This is heavenly…”

After a few seconds savoring this wonderful new feeling, Rainbow started moving, thrusting in and out and enjoying the sounds Twilight made almost as much as the sensations it provided. Her wings were sticking up and out as she found her rhythm. Twilight moaned and squeaked and gasped as Rainbow fucked her, holding onto her and occasionally kissing her neck. As they both got into it, Rainbow changed her angle a little, enough to start stimulating Twilight’s clit with each thrust. Twilight’s moans became a little louder and higher-pitched in response, her hips starting to move a little in time with Dash’s thrusts.

They moved together like that for another minute or so before their climaxes began to build up. Rainbow started thrusting as quick and as hard as she could, feeling Twilight squirming with building energy and hearing her crying out in pleasure. After several more seconds of this, Twilight came, moaning quite loudly and holding tightly onto Dash. At the same time, Rainbow cried out and hilted herself in Twilight’s pussy, spurts of hot cum shooting out of her dick, being squeezed out by the rhythmically contracting flesh surrounding it.

When it was finished, Rainbow bent over Twilight, the two of them panting and looking into each other’s eyes. Dash bent down and planted a light kiss on Twilight’s lips, and then pulled out. Twilight whimpered lightly at the feeling of being empty, but she also basked in the warmth she could feel in her belly from the cum.

“One more?” Rainbow asked after she’d caught her breath.

Twilight nodded. “How now?”

“Hmmm… Could you use that one self-cleaning spell that Rarity said she used on you?”

Twilight instantly knew what she was talking about, and felt a thrill of anticipation at what it meant. She cast the spell, feeling the split-second tingle in her butt, and then looked Dash in the eye and nodded. She started to turn over, only for Dash to grab her hips to stop her.

“I wanna try it with you on your back” she said. Twilight nodded again, raising her hips up a little to provide easier access to her anus. Rainbow positioned her hard-again cock, still quite slick with Twilight’s juices, with the head barely poking its target.

“Pinkie hasn’t done this to me yet” Dash confessed. “Since I don’t really know how to make it good, let’s see if I can figure it out on the fly.” Then she slowly began pushing in.

Twilight made little shuddering moans as the lubricated penis slowly pushed its way up her butt, the hot, hard thing stretching her out. Rainbow kept going, slowly but surely, until she was all the way in. Twilight let out a happy little moan at the feeling of a big, long, hot, thick, heartbeat-pulsing cock deep in her ass, while Rainbow was panting, eyes shut, at the wonderful heat and tightness. She pulled out slowly, still aided by Twilight’s juices, and then thrusted back in. Twilight squeaked, and then moaned as Dash started moving, a slow but steady rhythm that very gradually picked up speed.

Rainbow reached out and grabbed hold of one of Twilight’s forehooves, moving it down between Twilight’s legs and placing it against her pussy. She started sliding it up and down, causing Twilight to squeak with surprise, but then she moaned as she started moving it on her own, masturbating her pussy as Rainbow continued to fuck her ass. The sight turned Rainbow on immensely, and her thrusts became a little faster and deeper, which in turn spurred Twilight on some more.

The pace continued to pick up over the next couple minutes. Finally, Dash grabbed hold of Twilight’s hips and started thrusting as deep and hard as she could, causing Twilight to let out short screams of pleasure, her hoof frantically rubbing and pressing against her slit. It was less than half a minute before Twilight came, arching her back and crying out loud. Rainbow followed a split-second later, and Twilight could feel the spurts of hot, thick cum deep in her ass, adding to the pleasure.

When it came to an end, Rainbow pulled out and then collapsed atop Twilight, the two of them panting from exertion, their bodies warm with post-coital bliss. They weakly got into a comfortable position, holding each other tight in the cool room, and soon drifted off to sleep.

Author's Notes:

Sorry we've got another short, vanilla chapter. I... kinda ran out of ideas for this one.

Next time: Pinkie Pie. I have something planned.