“Stupid Applejack...” Rainbow Blitz grumbled as he flew through the night sky. The cool evening air felt ice cold as it blew past his face, but that was the least of his worries. A deep, irritated grunt escaped from the stallion’s clenched muzzle as he landed on a cloud. He squeezed his eyes shut out of sheer frustration over what had happened as he plopped down, belly first onto the pillowy surface.

He slammed his hoof down against the cloud. “Who the hell does he think he is calling me gay!” The events of that day played out in his mind once more, only spurring the anger inside him. “I don’t care if he said it as a joke...that...orange...” Blitz simply yelled as loud as he could, too frustrated to even finish his insult.

“Stupid...So what if I was—Stupid Applejack!” He accented his anger with another jab of his hoof. “So what if I was staring at his ass...He was the one shaking it around...” He stared at the white fluffy mass in front of him for a moment before smashing his foreleg into it. Blitz had been fuming about the incident since he left Sweet Apple Acres a few hours ago, and he didn‘t feel like calming down any time soon.

The pegasus had been doing what he always did when he was upset—flying. It always seemed to cool his head, but it wasn’t helping today. As he thought about it, it was actually doing the opposite. Flying to blow off some steam only left him with time to think, and thinking was just pissing him off more. He let out another growl of frustration.

He was Rainbow Blitz, the coolest, smoothest, most awesome stallion in town. There was no way he was gay. He hit the cloud again. “Why does everypony care so much about a stallion liking another stallion...” He hit the cloud once more, this time leaving his hoof buried inside the hole he made. “Mares are alright, I guess, but...“ he sighed, “what the hell am I even saying...”

Blitz threw himself onto his back. He stared up at the stars above him with a glare on his face, as though they had been the ones who wronged him. “I don’t like Applejack like that. He’s a jerk...anypony would stare at some jerk shaking his flank around like that...” he muttered, putting his hoof over his eyes. “I don’t like stallions...” he muttered to himself, hoping the words would sink in. It didn’t work, he still saw Applejack dancing, and still saw him shaking his rump. As much as he hated to admit it, he had been checking out his friend’s ass.

Blitz sighed, wishing Applejack hadn’t noticed, just like he hadn’t noticed the other dozen or so times Blitz accidentally checked him out. Echoes of his friend’s harsh words filled his mind. He could hear Applejack asking him if he was gay over and over again. It only pissed him off more. Slowly the farmer’s voice faded, and was replaced with another’s in the young stallion’s mind—one that he wished to never hear again. “Stupid Dad...” he muttered, shutting the voice up.

He jumped up, landing on all fours. “Why are they all so stupid...” he muttered with a scowl on his face. “I’m not gay, so why do they keep—” He stopped mid sentence. Blitz stared down at the cloud. “I‘m not gay!” He could feel his heart knot up in his chest. Blitz let out a sigh. Lying there wasn’t calming him down at all, and when Blitz got this frustrated, he usually went flying until it was out of his system. His eyes shot towards the open sky in front of him. But, just as he unfurled his wings, he paused for a moment. He had been flying since he left Applejack’s, and it wasn’t helping.

Blitz didn’t need to go fly some more, he needed something else to calm him down—something to take his mind off things. Immediately the image of his bookish friend, Dusk Shine came to mind. Blitz smiled, and gave himself a nod. “Maybe Dusk’ll be up still. I need to go blow off some steam, and talking to him usually relaxes me...or bores me...whichever will work at this point...”

------------------------------

Flying above the streets, Blitz could see the small town was already asleep. It was already past eleven, and just about every light was out. Not a single pony was walking the streets down below, making Ponyville feel more like a ghost town than a sleepy village. The stallion rolled his eyes as he glided casually through the air. He wasn’t concerned with whether ponies were awake or not. Dusk was a night owl, so even if the whole town was asleep, there was a good chance he would still be awake.

Yet as he approached, he noticed the tree library was dark too. In the front window hung a small closed sign. Blitz sighed heavily. Just when he wanted to talk, the librarian was asleep already. The pegasus groaned in frustration. It only took him a second to decide back on flying around, since his friend was asleep, but just as he was about to soar past the library, he noticed a faint purple glow coming from Dusk’s bedroom window.

Immediately Blitz smiled. That glow meant the unicorn was using magic, and that meant he was still awake. He chuckled to himself, picturing the bookish unicorn lying on his bed, reading by the light of his horn so he wouldn’t wake Barb. Blitz looped back around, spotting the balcony on the second floor of the library. Since Dusk was still awake, he might as well drop in, and see if he would be willing to talk. Blitz stopped just above the balcony, hovering in place with soft, gentle flaps of his wings. Carefully, he lowered himself down, making sure he didn‘t make a sound when his hoof touched the wood floor.

He held back a snicker as he imagined sneaking up on the easily-startled unicorn, and giving him a good scare. Slowly, the stallion peered around the corner into his friend’s bedroom. Barb was fast asleep in her basket with a strange purple bubble surrounding her bed, which made Blitz a little curious. He took a soft step forward so he could see further into the room.

Across the room from Barb was Dusk. The unicorn was lying on his back, his horn glowing softly as he lay there. The moonlight was spilling onto his bed, spotlighting what exactly was going on. Blitz’s eyes went wide when he saw his bookish friend sporting a large erection. His friend breathed shallow and quick breaths as his hoof sensually ran over his towering member. He let out a satisfied moan as he fondled the tip before stroking it again.

Blitz gulped heavily. “O-Oh shit, it’s Sunday...I forgot that it’s the day Dusk...does that...” he thought to himself. His face flashed red, feeling ashamed that he knew such an intimate detail about his best friend’s life, but it wasn‘t entirely his fault. Blitz liked sneaking up on Dusk because the unicorn was easy to startle, and Dusk didn’t close his balcony door for most of the year. Blitz was also prone to unexpected late-night visits, and this meant he had accidentally caught Dusk clopping on occasion—well, actually rather frequently.

His eyes focused in on Dusk stroking his dick. He swallowed hard, feeling his chest tighten. Every fiber of his being told Blitz to leave, but something held him there. He was always scared of being caught watching his friend clop, but for some reason, he occasionally found himself trying to catch a peek, knowing full well what Dusk would be doing.

“What am I doing?” he asked himself. He had checked out his friend’s ass earlier, and now he was peeping on another one of his friends. Why did Blitz have these desires—these thoughts about other stallions? “I’m not gay...” he told himself, but a certain sensation stirring in his loins told him otherwise.

“M-Maybe I can get this out of my system...” He swallowed hard again. “I-I’ll just watch for a bit...and then I‘ll leave...” he mentally reassured himself.

His eyes grew huge when he noticed a bead of precum form on the tip of Dusk’s member. The little droplet glinted in the moonlight, causing Blitz to slowly draw his tongue across his lips. He could feel his own dick tightening in his sheath, hardening in anticipation as he watched his friend stroke his own. He watched in amazement as Dusk scooped the leaking pre into his hoof, and rubbed it down his shaft. Soft panting came from the unicorn as he meticulously slid his hoof across his dick.

Blitz sat down, looking at his own colthood standing at attention. He slowly placed his hoof on it, and began rhythmically stroking his shaft. He felt his body shiver from the familiar touch. Blitz worked his hoof faster and faster along his length, rushing as fast as he could towards his orgasm. “I wonder...what he tastes like...” he asked himself looking back at Dusk’s dick.

The unicorn’s hoof was moving slow and stead at a very controlled pace. Blitz could see Dusk bite his lower lip in a mixture of frustration and pleasure. It was almost as if Dusk was teasing himself, trying with all of his might not to cum in an instant. His friend’s member twitched eagerly, begging for faster strokes, but Dusk refused. The unicorn closed his eyes, taking slow, controlled breaths.

“What’s he thinking about?” Blitz wondered, “A mare? Applejack’s sister? Or...maybe...” Blitz winced as a sudden jolt ran up his body. He fought every urge to close his eyes, and ride the wave of pleasure raging through him; he struggled to keep watching his eyes on Dusk as the unicorn continuing to slowly stroke himself. Finally, his friend’s eyes drifted open, and his horn grew brighter.

A purple aura slowly leaked out from his horn, coalescing into a cloud like shape. His magic drifted down, wrapping around his colthood. Immediately he let out a pained moan, bucking his hips into the aura. Blitz’s eyes widened again, mystified by how Dusk was using his magic. “I never thought about unicorns using magic like that...what’s it feel like?”

Blitz stroked his length faster, and harder, using his own pre as lube. Soft moans and panting drew his attention back to Dusk. His friend’s hooves fell to the side, his magic was all he needed anymore. His hips bucked into the magical aura slightly as it moved up and down his shaft. A small dribble of drool slid from the side of his mouth as he worked his own member.

For a brief moment Blitz imagined Dusk’s magic working on his length. He could almost feel it tingling around his sensitive flesh accompanied by a wonderful warmth. Blitz closed his eyes, honing his fantasy even further. Dusk’s magic vanished from his mind, leaving him with just the soft panting and quiet moans of the unicorn in the next room. Then, for a brief moment, a mental picture formed in Blitz’s mind. Dusk was on top of him, rutting him like he was a mare in heat. The feeling of his hard dick in Blitz's ass, and the sensation of Dusk’s balls hitting his own as he fucked him. He wanted to feel Dusk inside him.

Blitz’s eyes shot opened. His lower body went numb with jolts of pure pleasure shooting through his hind legs, and up his body. He tried to hold back his groans as he shot his load onto the floor. Stream after stream of cum shot from the flared head of his dick. He stared down in disbelief after a seventh and then eighth spurt came. Finally it stopped, and feeling slowly returned to his lower body.

“What the hell was I thinking...” he whispered to himself in disbelief. Blitz stared down at his puddle of spent cum, feeling sick with himself. He felt sick for thinking about Dusk in the way he had. He, a straight stallion, just clopped to another stallion, while imagining that stallion fucking him. Blitz felt his hooves shake.

A soft moan from Dusk pulled him back to reality. He was still on his friend’s balcony, and still in a very compromising position. If Blitz was caught here, things could get really awkward. He looked back down at his small puddle of cum he left. He peeped on Dusk, and worst yet, he clopped to him. Blitz suddenly snapped his head up. He had to clean up. He needed to sneak away, and get something to clean up his mess before Dusk found out.

He stood up, and started walking, but his legs refused to move. The pegasus tripped, falling flat on his side with a loud thud. “Shit, shit, shit, shit, shit!” Blitz yelled at himself mentally. “Please don’t have heard that!” A sudden poof accompanied by a bright flash of light came from behind him.

“Blitz?” Dusk asked with a bit of surprise. “What are you doing out here?” He looked down at his friend with an almost glare.

“N-Nothing!” He jumped up to all four hooves, standing at attention.

Blitz could see Dusk didn’t believe him—he didn‘t really expect him to. He just needed to buy some time to think of a proper excuse, but that wouldn‘t be easy. He could feel his coat drenched in sweat from clopping just a moment ago, and his dick wasn’t completely back in his sheath yet, either. Then there was his little puddle of shame left on the floor next to him. He honestly had no idea how he was going to explain this one.

Dusk continued to glare at Blitz, for another moment before something caught his attention. Suddenly, he lifted his head into the air and sniffed for a moment. He glanced down at the source of the odor filling the air—a small puddle of white glistening in the moonlight. The glare he had a moment ago melted away, replaced with a calm, but still angry demeanor. “So, I see you were enjoying the show...” he said plainly.

“I-I didn’t see anything!” Blitz blurted out.

“I bet. Well, I’m glad you finished, but you interrupted me.” Dusk sat back on his hind legs letting Blitz see his still throbbing shaft. The pegasus stared down at it, unable to take his eyes off the twitching colthood put on display for him. Blitz let out an almost audible gulp. Dusk was huge up close—probably a good six inches bigger than his own. The unicorn’s dick was a deep black that stood out against his pale purple fur. It was far more impressive up close than the silhouette he had fantasized about moments ago.

Blitz swallowed hard, before nervously averting his gaze. “D-Dusk...your...uhh...dick is...”

“I know it is. You interrupted me from taking care of it, so, take responsibility, Rainbow,” the unicorn said with a calm, but forceful tone.

“W-What?” Blitz asked, taking a step back.

Dusk placed a hoof to the tip of his member, sliding it down the length. “You interrupted me, so take responsibility, and finish the job.”

“W-What’re you talking about?”

“Get over here, and make me orgasm.” Dusk’s voice didn’t sound much different that usual. It was still calm and collected, but there was this strange quality that Blitz hadn’t heard before. He felt as though he couldn’t refuse Dusk, even if he wanted to. He stared at the throbbing shaft once more. Part of him wanted it, but he knew he shouldn’t. He wasn’t gay, he shouldn’t want Dusk’s dick like some horny mare.

But, the more Blitz thought about this situation, he realized he didn‘t have much of a choice. There wasn’t much he could do. He was completely at Dusk’s mercy. He was peeping, and jerking off in someone else’s house. How could he explain that? He had to do what Dusk told him or else he might tell someone—hell, he could tell everyone—utterly destroying Blitz’s reputation in the blink of an eye.

“W-What do I have to do?” he asked weakly.

“Suck my dick,” Dusk replied plainly, as though it was like anything else he had ever said.

“Y-You want me to...s-suck your...” Blitz had half expected that to be what Dusk wanted, but it still wasn’t easy for him to say.

“Of course you don’t have to, but you’re in a rather compromising position.” Dusk glanced down at the shameful puddle the pegasus left on his balcony yet again.

He whimpered, trying to find a way out of this, but there wasn’t any he could think of. It was like Dusk had just read his mind, and used Blitz‘s worst fears against him. While he doubted Dusk would take it to the police, he did intrude on his friend’s privacy, and interrupt his weekly ritual. He broke the trust his friend had for him, he betrayed him. Blitz lowered his head. Slowly, he walked towards the unicorn before lying down on his stomach. He owed this to Dusk. Blitz swallowed hard, still worried over what was about to come.

Dusk gave a pleased smile, seeing how Blitz positioned himself. “So, you want me on top of you then?” he asked, getting back onto all fours. Dusk stepped over Blitz, making the pegasus lower his head to fit under the unicorn. When he looked up, he was staring Dusk face to dick; he breathed heavily, nervous over his impending task. He was really going to do this—he was really going to suck Dusk’s dick. While he may have fantasized about it, actually doing it was a different story. Besides, this felt more like blackmail than sex—well, it actually was blackmail.

As he breathed, Blitz could feel his friend’s thick musk filling his lungs. The smell was powerful and potent, stronger than any other pony he had ever smelled in his life. Perhaps it was the close proximity to the source, but Blitz felt his train of thought getting muddled by the intoxicating aroma. Suddenly, everything seemed lost in a fog. Those dirty thoughts he felt shame over only a few moments ago returned. He inched his nose closer to Dusk, breathing in deep that wonderful smell.

He felt Dusk poke him in the lips with his dick, pulling Blitz from his lust-fueled musings. “Come on, don’t dawdle.” Dusk’s voice sounded so in-control, Blitz felt he had to obey. Slowly, the young pegasus parted his lips, placing them around his friend’s throbbing shaft. He was immediately greeted with a glob of pre landing on his tongue. The salty flavor spread through his mouth as he took more and more of Dusk’s flesh into his muzzle.

Dusk groaned happily. “That’s it, take it all...” he coaxed, taking a small step forward.

Blitz paused just above Dusk’s medial ring. He could feel Dusk pulsing in his mouth, his smooth flesh tasted like a mixture of his pre and his musk. The tip of Dusk's monstrous cock pressed at the back of his throat, begging for entry. With each throb of his friend, he could feel his lips stretching to contain his girth. It was painful, but deep down, Blitz loved it. The salty flavor mixed the unicorn’s intoxicating scent in his mouth. Dusk was delicious.

The stallion bucking his hips though reminded Blitz he was down there for a reason. He pulled back, greedily sucking the salty flavor off his friend’s length, stopping just shy of the tip. He circled his tongue around Dusk’s head, making the stallion take a stumble back a bit from over stimulation. Blitz’s eyes wided, fearful of the cock popping free from his lips; he thrust his head back down again to keep the titanic shaft inside his mouth. Dusk placed a forehoof against the back of Blitz’s head, stroking his mane lovingly.

“Oh, Solaris yes, you’re such a good cocksucker, Rainbow,” he praised.

Blitz paused for a moment. The comment about him being “a good cocksucker” took a backseat for a moment. That had been the second time Dusk called him Rainbow instead of Blitz. His friends always called him Blitz, because he felt Rainbow was too girly—he hated it. Dusk thrust his hips into Blitz’s mouth, pulling him back to reality when Dusk’s dick poked the back of his throat. The pegasus gagged around his friend‘s length, only making him moan.

“You’re such a good mare,” Dusk whispered just loud enough for Blitz to hear. His eyes shot open wide. Dusk just called him a mare. Without any hesitation, he frantically tried to pull his head back, and get friend’s dick out of his mouth. But, as he pulled back, Dusk pushed forward, keeping him there with his hoof. “Come on now, you have to please your stallion,” he said louder. Dusk pushed Blitz’s head back down onto his shaft, pushing him past the medial ring, and slipping the head of his cock down into Blitz’s throat.

The pegasus let out a muffled cry in protest. “What the buck is Dusk thinking! I’m not a mare, and he sure as hell ain’t my stallion!” Blitz continued to fight back, trying to get Dusk out of his mouth, but the unicorn was too strong of him. Why was Dusk so strong? Why couldn’t Blitz over power him? Dusk was not physically stronger than he was, so why couldn’t he just get away? Too many questions raced through Blitz’s head as he futilely struggled against Dusk.

“Rainbow, I’ll never cum at this rate...” Dusk said with a growing dissatisfaction.

Hearing his friend’s disappointment struck a chord with Blitz. He stopped flailing around, and simply stared into his friend’s groin, since it was all he could see. He brought this upon himself when he didn’t leave earlier. He owed it to Dusk. If Dusk wanted to call him a mare, fine. He would just have to swallow his pride—and Dusk’s pride too—and do what he had to in order to make it up to the unicorn.

Blitz let out a muffled sound of acknowledgement. Reluctantly, he closed his mouth around Dusk‘s length, and put his tongue back to work pleasuring the stallion. Dusk let out a long, satisfied moan. He guided his friend’s head laong his length, slowly forcing more and more down the pegasus’s throat. Each time Blitz felt more cock being force-fed to him, he let out a small whimper. Dusk was already well down his throat, and soon, he would be in Blitz’s stomach if he kept feeding him more dick. He could barely breathe. Dusk only let him pull back far enough to get some air every twenty seconds or so before he was quickly forced back down.

“Sorry, Rainbow, but I’m close.”

Suddenly, Blitz’s field of view was covered in a purple haze as Dusk’s magic enveloped his head. He let out a moan in protest, but he was quickly silenced by the entirety of Dusk’s dick being forced down his throat. Blitz was forced to kiss Dusk’s crotch as the unicorn’s entire length was buried inside his mouth. His head was held there, forcing to savor the thick meat. With each passing second, he felt himself getting more and more light-headed. Blitz weakly tapped his friend’s hind legs, begging him for air.

Just when he thought he might pass out, Blitz suddenly felt like he was throwing up. All the cock that he had been forced to swallow was suddenly pulled from his throat. He took a desperate deep breath before he was thrust all the way back down onto the shaft. He was staring at Dusk’s purple fur once more, left with only the sounds of Dusk panting above him, and the wet squelches of dick sliding in and out of his lips. Blitz felt Dusk twitch wildly in his mouth as the unicorn humped back and forth, facefucking the poor athlete. His throat hurt, he couldn’t breathe, and he was being used, but even through all this physical and mental pain, he felt his dick harden in response. Something about Dusk being on top of him, using him like a cheap whore felt good.

Dusk humped harder, forcing Blitz to take his entire cock with each thrust. His friend’s breathing became erratic as he thrust faster. Suddenly, it hit Blitz what was about to happen. Dusk slammed into him faster and faster, his balls hitting Blitz’s chin. Dusk wasn’t going to pull out—he was going to cum inside his mouth. The pegasus whined in protest, hitting his hooves against his friend’s hind legs, but Dusk paid no mind. He only continued thrusting harder and harder into Blitz already abused throat.

“Here it comes, Rainbow!” he said, forcing himself down as far as Blitz would let him.

Blitz felt Dusk swell for a brief moment in between his lips as a surge of cum flowed through his shaft. He felt that bulge move all the way through his muzzle, down his throat—and then the strangest sensation he had ever felt—it burst forth into his stomach. Blitz’s eyes went wide from the sheer volume weighing heavy in his gut, but it wasn’t over. Soon, he felt another bulge pass his lips, and then another, and another. It was endless. Blitz started to panic, worried where all this cum was going to fit inside him.

“Almost done,“ Dusk reassured with a shaky voice. He pet Blitz’s mane as spoke. The pegasus only whined weakly when he felt the eighth surge of cum pump through Dusk’s shaft, into his already filled stomach. His eyes pinched closed tightly as he counted a ninth, and finally a tenth.

Dusk sighed in relief. “Good girl,” he whispered as he started to back away. Blitz could feel his friend’s flared head scraping against his throat, and finally popping free of his lips. As Dusk pulled out from his abused throat, the taste of cum filled his mouth. It left him with a salty, bitter aftertaste he would never forget. Once his mouth was free, he gasped desperately for air, trying to fill his starved lungs.

“W-What the hell, dude!” Blitz yelled, shooting an angry look up at Dusk. Blitz rolled over onto his side, looking down at his visibly bloated stomach. He tentatively placed his hoof against his swollen belly, rubbing it with concern.

Dusk sat back on his hind legs with a pleased smirk. “You did a good job pleasing your stallion, Rainbow.”

Blitz shot him a glare. “I-I’m not your mare, and you are not my s-stallion! I-I...” he trailed off.

Dusk pointed at between Blitz‘s hind legs. Blitz’s dick was firmly pressed against his stomach, begging for attention. “Well, somepony got excited from sucking my dick,” Dusk teased.

Blitz placed his hoof over his pleading colthood. “S-Shut up...”

“You know, Rainbow, let me tell you something interesting. Stallions don’t get excited from sucking another stallion’s dick—mares do though. So, why don‘t you come over here, and clean me up like a good mare?” Dusk phrased it like a question, but he clearly wasn’t asking.

“I-I already made you cum. I’m off the hook now, right?” he asked, blushing furiously.

“I said make me orgasm, I didn’t say how many times.” Dusk ran his hoof along his length as he spoke.

Blitz looked at Dusk’s still rock-hard dick as it glistened in the moonlight with a mixture of saliva and cum. Dusk’s flavor was still fresh in his mouth, and the more it sat there, the more Blitz grew accustomed to the taste. Dusk had a much stronger taste than Blitz himself had—based on the few occasions he had tried his own. He unconsciously licked his lips, knowing that delicious flavor coated his friend’s shaft. As much as he didn’t want to admit it, he wanted more.

Slowly, he crawled over to Dusk. With each small step, he felt the unicorn’s seed sloshing around in his stomach. Finally, as he lay in front of Dusk, he looked up at the domineering stallion with pathetic eyes. Dusk had a sadistic grin on his face, as he pulled his hoof off of his shaft, and placed it back on Blitz’s head. Slowly, the unicorn's hoof stroked his friend's wild mane, petting it down flat.

“Y-You just want me to lick it, right? I’ll clean it, but...don’t try to force it down my throat again...” Blitz couldn’t bring himself to look Dusk in the eyes. Every ounce of dignity and pride he had screamed at him for lowering himself before his friend once more, but he wanted this. Deep down he wanted to taste Dusk again, he wanted to feel his friend between his lips once more. Dusk gave a small nod with a very pleased smile, and that was all the response Blitz wanted.

He parted his lips once more, placing his tongue on the base of Dusk’s towering member. The unicorn let out a sigh of pleasure as Blitz’s tongue glided along his length. Once more, Blitz could taste that salty bitterness, mixed with Dusk’s sweat musk for an intoxicating brew. His head felt like it was lost in a fog once more as Dusk’s scent filled his mind entirely.

“Sorry to make you do this again, Rainbow, but you caught me on a bad night.” Dusk lovingly stroked Blitz’s mane as he talked to him. “It can be rather inconvenient being a stallion. The high libido is a real pain. I normally would have to do this just about every night, but I started using a spell a while back that suppresses my lust. I let it build up for about a week before I finally absolutely have to take care of business—so to speak. That’s why you always seem to catch me on Sunday nights...”

Blitz stopped licking, and looked up at Dusk with wide eyes. “Y-You knew?” he asked, fearfully. Dusk nodded, motioning for him to continue licking with his hoof.

“Yeah, I can see your shadow on the wall. You don’t come every Sunday, and you don’t stick around long, but I know when you’re there.” Dusk paused for a moment. His eyes drifted closed as he let out a low moan. “You’re so good at this,” he said smiling down at Blitz. “Anyway, I’m saying sorry because I’ve got a week's worth of pent up orgasms just waiting to get out.”

Blitz closed his eyes. A soft red tint appeared on his cheeks in the pale moonlight. He slid his mouth over the tip of Dusk’s dick, sucking on the first few inches. Out from the tip, he could taste small globs of cum still lingering in his shaft, coming out as he sucked. Dusk’s cum was thick, far thicker than his own. That salty bitter flavor filled his mouth again as he spread the unicorn’s virile seed around with his tongue.

Blitz swallowed the small globs of cum, and immediately felt his stomach strain. He forgot just how full he still was, but that didn’t stop him. He rolled his tongue across his friend’s sensitive flesh, cleaning it thoroughly. He slid his hoof up to Dusk’s balls hanging below his shaft. They were heavy and swollen, begging Blitz to relieve their pressure. He wanted to comply. He desperately wanted to let them cum inside him once more, but he knew he couldn’t take another load like the one he let out before.

“You love my dick, don’t you...” Dusk said with a wily grin.

Blitz paused for a moment, letting Dusk’s member sit in his mouth as he contemplated the answer. Here he was, sucking his friend’s dick for a second time, and loving every minute of it. He closed his eyes again as he gave a soft nod. “I love it...” he muttered quietly. Blitz ran his tongue along Dusk’s length, licking off the last remnants of cum.

“Then make sure you get it nice and wet. We’re going to need some lubrication where this is going.” Dusk continued petting Blitz’s mane.

“W-What...N-No! Dusk—” The unicorn only placed a hoof on Blitz’s lips. His eyes did all the talking. There was no room for negotiation. Dusk was dead set on rutting Blitz.

Blitz jumped up, clearing the lust-fueled thoughts from his mind in an instant. He wasn’t gay, and sucking his friend was as far as Blitz was willing to go; letting Dusk fuck him was not even on the table as far as he was concerned. He didn’t care if he had a responsibility, or he betrayed his friend’s trust. He was not a coltcuddler, and he certainly wasn’t going to let another stallion fuck him just because he got caught clopping.

“Sorry, but I’m out of here,” Blitz said, unfurling his wings. He flapped them to take off, but he only popped into their air for a brief second before falling back down onto the balcony with a thud. He looked back to see his wings held tightly in place at his sides by a ring of glowing purple magic. “Dusk, what the hell! I said no!” he repeated, shooting a glare to the unicorn. He climbed back onto all fours, expecting a fight, but Dusk didn’t do anything. Dusk only watched him get back up.

“Yeah, I thought I heard you say something like that,” he answered finally as he circled around Blitz. His hoof gently glided across the pegasus’s pale blue fur before pausing on his cutie mark. Dusk circled his hoof around the cloud on Blitz’s haunch. He smiled as he gently pressed down into Blitz‘s muscular leg. “But I also know you wouldn’t dare say no to me—at least not like that.”

Blitz’s heart started racing, but not from fear. The way Dusk spoke sent a chill down his spine—not because it was cruel, but out of sheer excitement. He had such an authoritative tone that Blitz simply couldn’t refuse. He had never seen this side of Dusk before, and it worried him that he kind of liked it.

“So, I’ll make you a deal, Rainbow. If you can act like a real stallion, and tell me no while looking me in the eyes, I’ll let you leave. If you can’t, you’re going to let me rut you like the naughty little filly you are until I’m satisfied.” Dusk gave a small, knowing smirk.

Blitz looked him in the eyes, but the words wouldn’t come. As much as he wanted to tell him to go buck himself, he simply couldn’t. It scared him that he couldn’t tell Dusk no, but standing there—bound and vulnerable—was kind of exciting in a way. He glanced back at his tied wings. He couldn’t escape, there was no way he could break Dusk‘s spell. That meant that Dusk was going to have his way with him, whether he wanted him to or not. With a small whimper, Blitz lowered his head in defeat.

“Good, that’s what I like to see,” Dusk added with another firm press on Blitz’s flank. The unicorn confidently strode up behind his prey, staring at his tight ass with a fervent lust. He let out an amorous sigh as he admired his friend‘s supple frame. “You’re beautiful,” he said in an almost love struck sort of way.

Blitz’s tail flicked to the side nervously as he felt Dusk’s eyes on him. His cheeks lit ablaze with embarrassment at being called beautiful. He wasn’t a mare, so being called beautiful shouldn’t make his heart race like it was. Why did hearing that feel so good? Why did he enjoy feeling Dusk’s eyes on him like that? Blitz looked to the floor, too ashamed to look at Dusk anymore.

Suddenly, Blitz’s heart seized as he felt both of Dusk’s front hooves on his flanks. This was the moment he was dreading, but also desperately waiting for. Blitz bit his lower lip. Hesitantly, he mimicked mares he had been with, and knelt down on his forelegs. His tail swished to the side, giving Dusk the access he needed. He could feel his heart racing, his breath quickening, all in anticipation for this moment.

“Here we go, Rainbow,“ Dusk whispered as he rubbed the head of his dick against Blitz’s tight opening.

The pegasus squeezed his eyes shut, focusing all of his attention on his back end. He could feel Dusk twitch as he slowly rubbed against him. Blitz couldn’t help but moan from the little teasing at his backdoor. Finally he felt it—it was happening. Dusk aligned his member, and slowly but steadily pushed his way inside Blitz.

Blitz hissed as he felt his passage slowly giving way to his friend’s intrusion. His tight hole squeezed around Dusk, futilely trying to stop the mammoth dick from entering. A small tear formed in his eye as Dusk pushed further and further inside him.

“You need to loosen up, or it will hurt,” Dusk told him.

Blitz nodded weakly. With a small gulp, he took a deep breath, trying to calm his racing heart. He focused all his attention on relaxing his muscles for his stallion. Inch by inch, he could feel Dusk slide into him, stretching his tight passage wide. It felt like an eternity had passed with the two of them standing there—Dusk slowly pushing his way inside Blitz; the sheer amount of dick being steadily stuffed inside his ass felt like it was unending. Each moment he felt like he was being torn apart, but it wasn't unbearable. “How did I fit this in my mouth?”

“We’re about half way there,” Dusk said, rubbing his hoof reassuringly against Blitz’s side.

He nodded weakly again. Dusk’s medial ring was already knocking at his door, demanding entry. Blitz swallowed hard as he tried to relax his body even more. As the ring pushed inside him, he let out a sharp hiss. Again, he felt the comforting hoof of Dusk rubbing his side. Blitz looked back to see his friend smiling at him.

“You’re doing good,” he said.

Blitz nodded, smiling back weakly as he did so.

“Are you feeling alright?” Dusk asked.

“I-It hurts...” Blitz replied, his voice sounding softer, more gentle than usual.

“Rainbow, was this your first time?”

Blitz nodded softly once more. Dusk’s hips met his own with a light tap making him moan in a soft, very feminine way. His face turned a deep shade of red, visible even in the pale light of the moon.

“You should have told me,” Dusk said stroking his friend’s flank once more. “I’m happy you gave your virginity to me. Thank you, Rainbow.”

“I-I didn’t give it to you...” Blitz muttered, turning his head away from Dusk. “I’m not a complete virgin either...I’ve just never had a dick in my ass...”

“You were saving it for the right stallion, weren’t you,” Dusk said, completely ignoring what Blitz had said.

“I wasn’t saving it...”

“You’re such a good mare,” Dusk whispered into Blitz’s ear.

Blitz closed his eyes. He hated hearing that from Dusk, but he could feel his heart flutter each time Dusk called him a mare. Deep down, it felt nice to hear; it pleased some sick, repressed part of himself that he wished was dead. His dad, his mom, his friends, every single pony he every met had told him how to act when he was younger. He couldn‘t be girly, he couldn‘t like other colts. He had to be brave, strong, fast, cool. And yet here was Dusk, telling him it was fine—telling him he was a good mare. “Why do you keep saying that?” he asked on the verge of tears.

“Because you are, Rainbow. I mean that,” he said with a sincerity that made Blitz what to cry.

Part of him was happy to hear it, part of him was pissed that he meant it. When he opened his eyes, he saw the glow from Dusk’s magic illuminating the balcony with his purple glow. Blitz’s heart stopped for a moment, scared of what was to come. For a brief second, he was actually worried Dusk was really going to turn him into a mare, but that didn’t happen.

He felt the strange sensation of unicorn magic slithering its way into his already stretched ass. He could feel the warming touch tingle his insides as it spread throughout his bowels. “W-What are you...” The pain faded, and all Blitz was left with was the sensation of being full.

“What did you do?” he asked again.

“I blocked your nerves from sending pain signals back here. It should just feel good for you now.” Without any warning, Dusk pulled out and thrust his dick back into Blitz as hard as he could. Their hips met with a loud smack, followed by Blitz moaning loudly. “Better, huh?” he asked, already knowing the answer.

It was unbelievable. Dusk was right, it hadn’t hurt at all. All that pain he felt from Dusk just entering him was gone too. All he felt now was the wonderful sensation of Dusk inside him. He could feel his body being stretched, the warmth of Dusk, his member pulsing, and absolutely no pain.

“It...feels so good...” he murmured.

“I thought so,” Dusk replied, slamming his hips into Blitz again.

The pegasus let out a high-pitched, feminine gasp when he felt Dusk pull nearly all the way out. He stood there on shaky legs, panting in disbelief. It felt like his legs might give out, and body would collapse, too weak to stand on his own anymore. As Dusk pulled out, his insides felt like they were nearly pulled out with him in the most wonderful way. Every inch of his body was tingling. Blitz could even feel his wings twitching against Dusk’s magic.

Then suddenly, Dusk thrust back in. Blitz cried out, as he was filled once more with thick cock. He felt like he might explode. He could feel Dusk’s dick pulse inside him, gently massaging his prostate. It was almost hard to breathe with how stuffed he was. Dusk bottomed out inside him, pausing for a moment to enjoy his mare’s confines. Then he pulled out again, and slammed back into the pegasus making him gasp once more. A wicked smile came across his face as he leaned down to speak into Blitz’s ear. “I’m going to enjoy rutting you, Rainbow.”

Blitz didn’t know how to respond. He only nodded, not sure what Dusk wanted him to say. He soon realized it didn’t need a response—it wasn’t an invitation for conversation, it was a statement of purpose. Dusk made sure to slam into Blitz as hard as he could. Each hard thrust made the pegasus’s body shake under him. Each time their hips slapped together, he could feel his stomach slosh with Dusk’s seed. Weakly he looked forward to see that the unicorn had placed his forelegs in front of him. Blitz was mounted—Dusk was now standing over him, claiming him as his own.

“I’m going to make sure you remember every inch of my dick,” he whispered into Blitz’s ear as he rhythmically pounded his friend’s virgin ass.

Blitz moaned softly, feeling his hole stretch beyond recognition. Dusk’s medial ring plunged in and out, forcing him ever wider with each pass. Blitz could feel his body go numb from pleasure. He cried out as a small glob of pre dribbled from rock-hard, neglected dick. Dusk made sure to press hard, and mercilessly against Blitz’s prostate with each pass. The pegasus’s legs shook uncontrollably with each thrust, driven by the mind-numbing sensations running through his body. It felt so incredibly good, but the stiffness in his loins reminded him that it could feel better. Slowly he reached back to touch himself, but he was stopped. Suddenly his forelegs snapped together, bound tightly by a glowing ring of purple like his wings.

“That’s a bad girl!” Dusk muttered with a strained voice. “You don’t trust your stallion enough to please you?” Dusk asked, panting. His voice radiated with an irritation that frightened Blitz.

“N-No, I...I just wanted to feel good...” he murmured.

“You don’t need to play with your yourself while I‘m fucking you. That’s all you need—that‘s all any mare needs.” Dusk accented his last statement by slamming into Blitz hard.

The pegasus yelped. “B-But...I-I’m not a mare...” Blitz protested weakly. His voice was cracking as he struggled not to moan mid-sentence.

“Yes you are. Stallions don’t get fucked like this, Rainbow. And a stallion certainly wouldn’t enjoy getting fucked like this!” He hilted himself inside Blitz for a moment, pressing in as deep as he could. All just to make sure Blitz could feel every inch of his length inside him.

Blitz whimpered feeling the strain on his colon. “S-Stop! I-I won’t touch myself anymore...just please...please fuck me, Dusk!” he begged with tears running down his cheek. Any semblance of pride he had left shattered to pieces in that moment.

“Good girl,” Dusk whispered into his ear as he started fucking Blitz again. His slammed into the pegasus below him hard with each thrust. A small, sadistically pleased smile came across Dusk’s face each time his mare let out a mixture of moans and whimpers, not sure if he should be in pain or pleasure anymore.

Blitz was completely lost. He had never felt like this before—not when he was masturbating, or even when he was with a mare. Nothing could compare to Dusk abusing him the way he was. Being forced down, made to submit, and dominated like a worthless whore felt awesome. It didn’t hurt physically, but he knew it should hurt his pride, and that‘s what made it feel good. Blitz’s tongue lolled out of his mouth as he was reduced to a panting mess. His ass felt too good; he couldn’t think straight.

“I’m going to cum, Rainbow,” Dusk said into his ear.

Blitz blinked a few times, taking a moment to register what Dusk had said. His friend had already picked up pace, thrusting into him faster than he had previously. “N-Not inside...” he managed to squeeze out weakly, but it was too late.

In an instant, he felt a blast of searing hot unicorn seed fill his bowels. He cried out as Dusk pumped him full. The friend’s hot cum plastered his insides, filling him with a wonderful warmth. Each spurt felt like more than he could bear. His stomach bulged with each surge that flooded out from the stallion's cock.

As Blitz lay there, his mouth hung agape like a mare being bred. The endless torrent of unicorn cum pushed him over the edge. The pressure and heat inside him felt too amazing to be true. Suddenly, his dick erupted, spilling his second load of the evening onto the balcony floor.

Dusk panted, finally finishing his orgasm. He rubbed Blitz‘s swollen stomach as he stood over him. “I think we should use the bed for the next round,” he said in between breaths.

“N-Next round?” Blitz asked, hoping he had heard wrong.

Suddenly there was a bright flash of light, followed by a rough landing against something soft. Blitz placed his hoof against his head for a moment. His forelegs were free, but that was the furthest thing from his mind. The room felt like it was spinning around him, and his stomach was twitching violently. For a second, he thought he might throw up everything Dusk poured into him earlier.

When he came to his senses, he realized they were in Dusk’s bedroom. He was lying on the bed, with his hind legs hanging off the side. Blitz looked over his shoulder to see was Dusk still behind him. The stallion's rock-hard cock was still buried in his ass. He only stared down at Blitz, panting from fatigue. Without saying anything he bucked his hips forward, plunging into Blitz once more.

The first small thrust made Blitz cry out. His body was still sensitive, and Dusk moving again made his body scream in agony. A sudden mental flash popped into his mind though, and he quickly put his hooves over his mouth. He forced himself to keep quiet when he remembered they were not alone in the room. Across from the bed, Barb was still sleeping in her basket. Blitz had to keep his voice down or he would wake the little dragon.

A look of dissatisfaction came across Dusk’s face as he noticed his mare trying to keep quiet. He loved those moans, he wanted to hear more. Dusk thrust harder, grinding his dick deep each time he hilted inside the pegasus’s ass. Each time their hips met, Dusk could see Blitz wincing from the abuse, but no sounds came. Dusk grunted out of irritation. “I want to hear you enjoying this...” he said to Blitz.

The pegasus whimpered with each thrust, still holding his hooves over his mouth. “B-But, we’re going to wake up Barb...” he whispered weakly between thrusts.

Dusk rolled his eyes. “It’s fine, she has a soundproof barrier around her. She actually would have woken up from us on the balcony with how loud you were moaning.” Dusk leaned down, and put his teeth around Blitz’s ear.

Blitz inhaled sharply, anticipating what his stallion would do. He felt a dull pain, melding with pleasure as Dusk gently nibbled on his ear. He let out a very feminine moan, as he murmured he partner’s name. His eyes drifted closed from all the sensations flooding his body.

“Dusk...” Blitz murmured again. His tongue lolled out onto the bed sheets. His body rocked back and forth, bouncing with each thrust.

Dusk slammed into him, pausing inside Blitz once more. He pushed off the bed, huffing as he stared down at his friend. He waited for his mare to open his eyes, to look at him, but Blitz was taking his sweet time doing so. Just as he was about to say something, Blitz slowly peered back to see why Dusk stopped. The unicorn licked his lips, finally getting what he wanted. “Get on your back,” he commanded.

“My back?”

“Roll over for me,” he clarified.

Blitz nodded softly. The pegasus started to pull himself away from Dusk, but the stallion slammed his hooves on Blitz’s shoulders, pinning him back on the bed. Blitz looked back at him, to see Dusk glaring.

“With my dick still in you,” he added.

Blitz nodded again. Carefully, he started rolling onto his back, making sure not to keep his friend buried inside him. He maneuvered his hind legs to the side, and finally up into the air. Dusk pushed them down towards Blitz's head. The pegasus wrapped his hooves around his hindlegs, holding them up for his stallion. The domineering unicorn smiled in approval to Blitz, seeing he was finally lying in place perfectly presenting his stuffed asshole to him. Blitz looked down his chest to see his own dick staring back at him, twitching, begging for attention, but he dared not touch it.

“I wanted to fuck you like this too...” Dusk said as he continued his thrusting.

“W-Why’s that?” Blitz asked, trying to hold back his moans.

“So I can do this...” Dusk leaned down at placed his lips on Rainbow Blitz’s.

Blitz’s heart immediately started pounding in his chest. He didn’t know how to react at first, so he just lay there in shock. Suddenly, he felt Dusk’s tongue in his mouth, and everything became instinct. It was then that his eyes drifted closed once more, and his tongue danced with Dusk’s. His heart fluttered from just Dusk kissing him. It almost felt like a dream—well, maybe it was. There was no way this was real; he was lying on his back, getting plowed by his best friend while kissing him—it all felt too good to be real.

A hard thrust brought him back from his trace. His eyes shot open when he felt Dusk grinding his dick deep inside him again. Blitz let out a small yelp when he felt his stallion pushing in as deep as he could go. His stomach felt like it might burst between the two loads of cum in each end, and Dusk’s girth. Suddenly, the unicorn started pounding him senseless, making his entire body tingling.

Dusk was already panting heavily, showing his fatigue. His eyes were glazed over in lust, and he was thrusting into Blitz as hard and fast as he could. Blitz felt this before when Dusk was in his mouth. Dusk was about to cum. He licked his lips before weakly whimpering to his stallion.

“I-Inside...” Blitz muttered, feeling himself on the verge as well.

“I planned on it,” Dusk replied confidently. He thrust into Blitz one last time. The unicorn’s head reared back, and he let out a bestial groan. He hilted himself in his mare once more to ensure his seed shot in as deep inside as possible.

Blitz could feel him pulsing inside, seconds away from the release he wanted. Then, it happened. He let out a high-pitched moan when he felt the first jet of searing hot cum hit him. That heat was all he needed. A small spurt came from his own dick, landing on his chest. Thin, liquidy, and meager, but he didn‘t expect a big load for his third orgasm that night. But that didn’t seem to hold true for Dusk.

Blitz shakily placed his hoof on his belly, feeling it expand from the sheer amount being poured inside him once again. His stomach swelled as Dusk continued to cum, filling him past what he could hold. Blitz whimpered in pain, forcing his head back into the bed.

“Not yet,” Dusk whispered, comforting his mare with a loving stroke along his mane.

Blitz looked up weakly, begging him with his eyes, but Dusk shook his head. He felt a seventh, and then finally eighth spurt of virile unicorn seed pour inside his abused ass. Blitz whimpered again as his body struggled to make room for the last few drops of cum forced inside his rectum.

Finally spent, Dusk let out a long, satisfied sigh. “Good girl,” he muttered, lying on top of Blitz. His hoof lazily petted his friend’s side, feeling his cum slosh around inside.

Blitz breathed carefully for a few moments. He was honestly worried breathing might break him. He looked down at Dusk resting on his swollen stomach, watching him idly stroke his fur. “I-I look pregnant...” Blitz said, rubbing his other side.

“Yeah...my pregnant little mare...” Dusk mused. He planted a small kiss on Blitz’s chest.

“I’m not...a mare though...” Blitz protested, mid yawn. His eyes weighed heavy. He felt like he couldn’t stay awake even if he tried. Three orgasms in one night really took it out of him. Aside from that, there was the physical stress of being filled so much, and all the mental stress he was worrying about earlier.

But as Blitz lay there, all his anger, his worries, and fatigue melted away. His body grew numb and heavy, and his eyes drifted closed, unable to stay awake. He was too drained to think about anything anymore. By the time his eyes were closed he was already asleep. The last thing he felt was Dusk nuzzling at his neck, and whispering something to him that he couldn’t quite make out.

To Be Continued...

Author's Notes:

I hope you all have enjoyed this long, gratuitous male on male clop story. Next chapter will contain some cross dressing on Blitz's part, and Dusk further reaffirming that he is his mare. This will also blossom into a mutual romance, so don't think that I just stuck that tag on there just because.