“Blitz?” Dusk blurted, stepping back. “What in the—why are you in my room? And why do you have on that...that…” He gesticulated wildly, his mouth working to no avail. “...That?”

Blitz’s cheeks visibly burned. “Fuck,” he said. “I knew this was a bad idea. I told Applejack—”

“Whoa, whoa,” Dusk cut in. “Hold on.” Come to think of it, Blitz did look a lot like the hypothetical cheerleader he and Applejack discussed last night. But...but where did he even hear about that? “Applejack put you up to this?”

Blitz’s mouth twisted. “He asked. I said yeah.” He looked fairly uncomfortable. “Just said you were down in the dumps and could use a”—his mouth twisted to the side—”cheerleader.”

“Wait a minute,” Dusk said, searching his memory. “Is this like last week? Have you lost another bet? Something like that?”

“Um.” Rainbow Blitz swallowed. “Not, uh, really.”

“Then why are you here?” Dusk didn’t sound angry. He sounded exactly as he felt: completely dumbfounded, and utterly perplexed.

Blitz glanced down at the floor. He fidgeted with his fingers, the blush burning even brighter on his cheeks. “Well,” he said in a small voice. “Y’see, uh, AJ told me you were feelin’ kinda stressed. And...well, he had the bright idea that maybe sending me over like this to do a cheer, might, uh, cheer you up a little. Like I said, cheerleader.” He lifted his hands and shook them a little. Dusk hadn’t noticed, but he was wearing a pair of pom-poms, and they rustled happily as Blitz shook them.

Now Dusk’s ears were burning, too. “As...a joke or something?” he asked. The look in Blitz’s eyes, though, already gave him the reply to his question.

“N-not really.” Now that was weird. Dusk had never known Blitz to stumble over his words. Brash, proud, outspoken—that was the Blitz he knew. But now, sitting on his bed, Rainbow Blitz looked...meek. Quiet.

And, given his current attire….completely and utterly feminine as well.

“Then, uh,” Dusk said. “As what?”

“It was a stupid idea,” Blitz said suddenly. He got up from the bed and strode across the room, his little skirt swishing across the backs of his legs. “I should just go. This was just so fucking dumb.”

“Wait.” Dusk moved to block his way. Blitz colored, but didn’t object. “I…” He swallowed, then glanced over Blitz again.

“I’m not really sure what you’re doing here,” Dusk said, somewhat unsteadily. He swallowed. “But...well, I’ve just had a hell of a day. So maybe I could use some cheering, huh?” He did his best to smile; it was forced and awkward, but he hoped it was enough. Something was off—he had to keep Blitz talking.

And dammit, but Blitz actually kind of pulled that outfit off. Dusk shoved the thought into the back of his mind and patted the mattress instead, grinning up at him.

Blitz just grunted and plopped back on the bed anyway. Dusk hesitated for a moment, and then sat down beside him.

“So,” Dusk said, staring up at the ceiling. “Cheerleading, huh?”

It wasn’t meant as a jab, but Blitz bristled anyway. “Yeah,” he muttered. “What about it?”

“Nothing!” Dusk said. “Really. I mean...from what I heard about last week…” He cleared his throat. “You pull it off pretty well.”

Blitz glowered. “Who’d you hear that from?” he said. “Scooter, I bet. That little asshole.”

“Uh, no,” Dusk said. “Elusive, actually. He saw you walking into town with it and was pretty impressed with your—uh, and I quote—avant-garde sense of chic.”

“What’s that even supposed to mean?” Blitz said.

“I don’t know. Just that…” Dusk shrugged. “I suppose that, whatever happened, at least one pony thought you knew what you were doing.”

“Sure,” Blitz said. “Sure.”

Dusk stared at the floor for a moment. He watched the dust motes floating above the carpet, thoughts spinning in his head, but none of them seeming quite right. If he’d been right earlier, Blitz had been around one second from bolting—and the wrong word now could set everything back on end. He didn’t need that. He definitely didn’t want it.

And yet...that fact remained that Blitz was still here. Here, in this room, on this bed, dressed in a damned cheerleader outfit. And not because of a bet.

Why?

“So,” he said, shifting his weight on the mattress. “Uh. Just thinking out loud here, so don’t take this the wrong way, but… Well, if this isn’t a joke, and it’s not a bet, then…”

Just spit it out, he told himself. He’s your friend. Don’t just sit here like a bunch of idiots.

“...then,” Dusk said, not quite meeting Blitz’s eyes. “Do you...well, like this kind of thing?”

“What?” It rang out in Dusk’s ears like a bell, harsh and blaring. He winced as Blitz whirled toward him. “Are you trying to say something?”

“No, no!” Dusk said. “It was an honest question. Really!”

“I—” Blitz’s voice caught in his throat, and he stopped. It sounded like he was choking on his own words. Finally, he let out a long, defeated sigh and flopped back on the bed. His pom-poms fluttered uselessly, and his padded top bounced a bit, as if it were exasperated as he was.

“Yeah,” Blitz mumbled. “Maybe.”

Dusk exhaled. Okay. This was getting somewhere. “I mean… I really do appreciate you coming over to cheer me up,” he said, cracking a smile. “In retrospect, I do kind of need it.”

Blitz rolled his eyes. “Anytime.”

“So,” Dusk said, for the second time that night. “Cheerleading, huh? Don’t think I’m trying to judge you or anything,” he said as Blitz opened his mouth, “but...well, I’m curious. I thought you didn’t dress up like this—at least not until last week.”

“Well...yeah,” Blitz said. “That was just a bet. But...well…” He closed his eyes and groaned.

“You found out that you liked it,” Dusk said, filling in the blanks. “And you decided that you wanted to try it again.”

“Not all the time,” Blitz said, flushing. “Maybe just like...once. Or twice,” he said, coughing as Dusk raised an eyebrow.

“Well…” Dusk’s voice trailed off. He eyed Blitz—really looked at him, not just glancing around him like a pony tended to when someone else was embarrassing them. His eyes lingered over the slender curve of the other stallion’s hips, of his bared midriff, of the light frills of the skirt laying over his thighs. Then he noticed that Blitz was looking at him and quickly averted his eyes. Gods. He didn’t want to come across like—

“Um,” he said. “You do look fairly nice in it, I guess. Not that you, uh, look girly or anything in it,” Dusk coughed as Rainbow Blitz sat up. “Unless—I mean, unless you want to.”

When he noticed that Dusk was still eyeing him from the side, it was Blitz’s turn to squirm. “I guess I kinda do,” he said. He planted his hands in his lap, folded meekly over one another, and stared straight at the floor. From the angle, the skimpy skirt and bright pink leggings were impossible to miss. Dusk had a feeling that Blitz didn’t want to.

As his blush deepened, Blitz went on talking, his legs kicking against the side of the bed. “It’s kinda funny,” he said, giving an obviously forced laugh. “Me! Y’know? The future Wonderbolt—the fuckin’ badass racer. But...I dunno, I just kind of like to look—”

A shiver went up Dusk’s spine.

“—pretty.”

Blitz fidgeted with his thumbs. “I mean, yeah, I like being a stallion—don’t get me wrong—but something about this getup makes me feel...kinda nice, I guess. I like feeling like this.”

“Pretty?”

“Yeah.” Blitz eyed Dusk. “Hey, you’re not judging me or anything, right? I’m not some kind of fuckin’ weirdo.”

“Hey, not at all!” Dusk said, holding up his hands. “We’ve all got our”—too late, he realized that he might not have chosen the best word, but was powerless to stop himself—”kinks, right?”

“Uh.” Blitz hesitated. “Sure. Right.”

Wrong word. Dusk searched his mind for a followup that wouldn’t end with Blitz bolting. “So, since the bet you’ve been dressing up as a cheerleader for… Applejack?” He was starting to put the pieces together in his mind.

“Oh. Yeah,” Blitz said. “Um. Yeah, but, I mean, it’s not really anything serious—I mean, it’s just. Well. It’s kinda fun, and we just started back with the original bet and just...sorta never stopped.”

“Stopped?” Suddenly, a few of the rumors that had been flying around over the weekend made sense. “Blitz...uh, well. Forgive me for asking but...are you and AJ a thing? Are you—well, gay?”

“What? No!” Blitz blurted. “Just ‘cuz I like to dress up like some kinda mare doesn’t mean I’m—well, like that. It was just a bet!”

“But you said that tonight wasn’t.”

“Yeah—well, so?” Blitz said.

“So,” Dusk said, very carefully, “doesn’t that mean that—well, you might like this beyond just showing Applejack up? I mean, you mentioned that you’d kept going with something, and I just—I didn’t mean to pry,” he finished, somewhat lamely.

“I—” Blitz’s voice wavered. For a moment, he seemed like he was hanging from a string, dangling over an abyss and frantically searching for a way out.

The string broke.

“Fuck it,” he spat. “Yeah, AJ’s been fuckin’ my ass six ways to Sunday for the past few nights—’Oh, Rainbow’,” he said, his voice pitching up, “‘Why don’t you suck my cock like a good little mare?’ And I just fuckin’ sit there and take it, but somehow that makes me some kind of fuckin’ faggot, even though everyone knows it was just a fuckin’ bet—”

Dusk just stared, his jaw slightly agape. He searched for something to say, but came up empty-handed.

“There,” Blitz said bitterly. “That what you wanted to hear?”

“I—well,” Dusk said, his mind swimming with responses. He latched onto the first one he found. “But...Blitz, I didn’t hear that your bet required sex with Applejack. That’s just—well, wrong.”

“It didn’t,” Blitz admitted. “So what?”

“Then doesn’t that mean that you liked it?” Dusk said. “I mean...otherwise, why’d you do it in the first place, and why keep doing it?”

“Because—”

Dusk waited. One. Two. Three—

Blitz’s shoulders slumped. “Fuck,” he said. “Fuck, fuck, fuck. Why did I do it? Why in the hell do I keep doing this?”

“Blitz,” Dusk said. “I mean—it’s okay to like it. None of your friends would judge you for it. It’s just...well, sometimes a stallion likes other stallions, and that’s completely okay.”

“What,” Blitz scoffed. “Like fuckin’ Elusive?”

“Blitz!”

“Fine!” Blitz snapped. “I’m gay. Is that what you wanted to hear, asshole?”

His voice cracked like a whip in the air. Dusk actually jerked back, blinking wildly.

Blitz suddenly let out a bark of laughter. “Man! What a fuckin’ faggot I am, huh?”

“Blitz!” Dusk said. “I didn’t mean to—gosh, I’m sorry.”

“Don’t be,” Blitz bit out. “You asked.”

“I…” Dusk glanced down at his feet. “Yeah,” he said in a small voice. “I guess I did.”

They were quiet for a few moments. Then:

“Don’t get me wrong,” Blitz mumbled. “It feels...good to talk about this kind of thing. Have it all out in the open. Though I think any of those fuckasses from Cloudsdale would love to hear it.”

He scoffed. “It hasn’t been for too long, but it’s just been me and AJ sneaking around, and he’s been really...well, kind of an asshole about it.” He frowned. “Always goin’ on about him bein’ a stallion, and me bein’ his mare… Fuck, I’d beat his ass if it didn’t turn me right the fuck on.”

He grimaced. “How weird is that, right? I only even came out here because he told me to. Fucker just loves to embarrass me every chance he gets. Bet he’s getting off just thinking about how humiliating this is for me.”

“He sent you here just to humiliate you? Nothing else?” Dusk asked with a raised eyebrow.

Blitz replied, defensively. “He told me to come over and do a fucking cheer for you, then I can go and we can forget it ever happened, nothing else. He gave me some bullshit about it being a mare’s job to cheer up stallions.”

Dusk bit his lip. “That’s...kinda fucked up of Applejack to do something like that to you.”

“Fuck it,” Blitz said, waving a hand. “It’s a kink, right. Who gives a shit? He just sometimes goes a bit overboard with it, just a little. Which, given how it started, makes a little sense.”

He paused. “But...this? It’s kinda nice.” He gave Dusk a sideways glance. “Thanks for not judging me for dressing up like this.”

“Well,” Dusk said. He bit his lip. “If it helps… I—I think you’re pretty.”

The two of them blinked. Dusk abruptly realized that he’d put his hand on Blitz’s leg—on his thigh, even—and had given it a light squeeze.

“Oh,” Dusk said. “Um. Sorry. Do you want me to—”

“No. It’s fine.”

Dusk flushed, but didn’t take his hand away.

“Well, thanks for that, at least,” Blitz finally said, sighing. “Sure makes me feel better.”

“No, I mean it,” Dusk said. Almost unconsciously, he began to stroke his fingers lightly across the inside of Blitz’s leg. He shivered at the sensation of the other stallion’s warm flesh against his. “You look great. Beautiful, even.”

“Beautiful?” Blitz chuckled. “Now there’s a new one. AJ hasn’t used that one yet.”

Dusk’s eyebrow went up. Maybe this was a good time to prod a little further. “So...you and AJ, huh?” he said, delicately.

Blitz didn’t seem to catch it at first, but then something clicked in his eyes. He opened his mouth, his eyes narrowing—and then stopped. Their eyes met for a second, and something seemed to pass between them. The ice was broken.

“Like I said, it’s nothing serious, we’re just… fuckbuddies, I guess,” Blitz finally said. He still sounded like he had to force the words out, but it was...cleaner. Easier. He blushed. “Why are you calling me pretty away? Do you...like this?” He kept fidgeting.

Now it was Dusk’s turn to blush. “Well,” he said, coughing again, “since you asked… Yes. I do like stallions. And mares,” he added, drumming his fingers against the side of his leg. “It’s, uh, kind of a unicorn thing.”

Blitz stared at him. “A unicorn thing?” he asked.

Dusk just shrugged.

“Man,” Blitz muttered. “Us pegasi—we just can’t catch a break. Every fuckin’ dude with wings has got to be this… I dunno. One of the guys, I guess. You get together, you talk about how much you like to fuck mares. And then one day, Applejack dares me into this whole getup—” he waved his hands over his lap “—and now look where it got me.”

“Butterscotch isn’t really ‘one of the guys’,” Dusk said.

“I guess,” Blitz said. “But I mean...it’s just a little weird for me, y’know? I’m so used to being the stallion—capital ‘S’—that when I found out how much I liked being like a mare...it just messed me up a little bit.”

He sighed. “Thanks again for not judging me for doing it,” he added, shooting Dusk a sideways look.

“Thanks for not judging me for liking it,” Dusk said. He did his best to smirk sympathetically.

“Heh,” Blitz said. “You do? You really like it?”

“You bet I do.” Dusk inched a little closer to Blitz. He put his hand on Blitz’s thigh again. Blitz didn’t stop him. “You really do look amazing.”

Their faces were inches apart. Blitz squirmed a bit, but it was obvious he didn’t want to pull away.

“That much, huh?” Blitz muttered. He looked to be thinking hard about something for a moment. “Well...you’re a pretty good-lookin’ stallion yourself.”

Dusk’s eyebrows went up, and he pulled back. “Wait, seriously?” he blurted. “Nopony—well, nopony’s really said anything like that before. I mean, you’ve always had the whole athlete thing going on, and you just kill with that whole cheerleader thing, but me—” He was flushing so hard that he looked more scarlet than purple; his wings had fluffed out behind him, stiffening as Blitz stared him down.

“Hey, don’t sell yourself short,” Blitz said. He elbowed him, smirking. “I can’t believe I’m saying this but...when you’re not being a complete dork, you’re actually kind of cute.”

“Well, thanks,” Dusk said. “Good to know. Assuming I’m not a dork now.”

They were leaning toward each other once again. Dusk couldn’t look away from Blitz’s eyes—and neither, it seemed, could he. The rise and fall of Dusk’s chest felt like a metronome, the growing tightness of his crotch something that he both wanted to push away and hold tight.

“Naw,” Blitz said. “Not right now.”

He was so close now, his lips inches away. Dusk’s heart was thudding like a bass drum; from the way Blitz’s eyes were darting all over the place, he imagined that his was as well. Then—

“Aw, fuck it,” Blitz mumbled. Dusk seized the opportunity—and leaned forward.

Even though he’d known, consciously, what he’d been about to do, it was still almost a surprise when he felt Blitz’s lips against his own. He’d been expecting—what had he been expecting? For Blitz to pull away, for his nerve to fail, for Bubble Berry to suddenly pop up shouting something about cupcakes. When their lips actually touched, then, it felt like an electric jolt had surged up Dusk’s spine.

Blitz’s mouth was...soft. Warm. Surprisingly full, given that the rest of him was so lean. Neither stallion went past simple lip contact—both were happy, Dusk noticed with relief, to just experience the moment, easing themselves into it hesitantly, slowly, and just, it seemed, enjoying the contact.

It ended both far too soon and far too late. Dusk came out of it blinking, then swallowed, not quite meeting Blitz’s eyes as the two of them pulled back.

“Um,” Blitz said. His cheeks were a bright, cherry red. “Welp. That was a thing.”

“Oh, uh. Yeah. Sorry,” Dusk said.

“Don’t be.”

“Was it okay?” Dusk asked. He steepled his hands, licked his lips.

“Uh,” Blitz said. “I...guess?”

“Did you...like it?” Dusk hoped he sounded more confident than he felt. The look on Blitz’s face didn’t look discouraging, at least. Small victories.

“It was...different.” Blitz swallowed. Dusk could see him swaying back and forth, almost imperceptibly, as he fidgeted with his hands in his lap. “Kinda weird, I guess?”

“But not bad?”

“No,” Blitz said quickly. “Definitely not.”

“Oh,” Dusk said. “Good.” He stared at the ground for a second, and then said, “So, uh, have you and Applejack—”

“No,” Blitz said. “Uh. Yeah. Nope.”

“Really?” Dusk blinked. Really? That didn’t even seem possible. “But I just thought—”

“Nope,” Blitz said again. “Just the...well, it was just the sex, I guess.”

“But not even a kiss?”

“Um.” Blitz looked severely uncomfortable. “No?”

Dusk’s hand flew to his mouth. “Oh, gosh. I mean—was that your first kiss right now? I mean, I should have asked, and—”

“I told you, it was fine!” Blitz’s voice cut off, and he flinched back at the look in Dusk’s eyes. “Really. I… It was okay. I kinda liked it.” He took a deep breath. “And yeah. That was my...well, first, I guess.”

He smiled weakly, and Dusk did his best to smile back. There. That was a start.

“Don’t tell anyone, though,” Blitz said, punching Dusk on the shoulder. “The guys at Cloudsdale would never let it go if they knew I’d waited this long.” He thought for a second, then shuddered. “Not to mention if they knew it was with a dude.”

“Well…” Dusk’s lip curled upward, and he rubbed his shoulder appreciatively. “This ‘dude’ kinda liked that too.”

“You did?”

“You’re not so bad a kisser for a first-timer,” Dusk teased. He paused, mulled it over. “Though I don’t exactly have the most impressive record myself,” he admitted. “It was my first, too.”

“Your first? Really?”

“Turns out there aren’t many makeout opportunities for a Canterlot shut-in,” Dusk admitted sheepishly. “And once I got to Ponyville...well, there was always just so much to do, and I didn’t want to ruin any friendships by going for anything.”

“Makes sense,” Blitz said. “I guess. But...huh. Guess I’ve kissed a stallion now.”

“Speak for yourself,” Dusk said. He rolled his eyes. “You’re not the one who thought he’d be a virgin forever.”

Blitz smirked. “Totally,” he said, not really sounding mean. “I mean, look at me. I bet there isn’t a mare or stallion who wouldn’t want a piece of this.”

Dusk’s eyebrows went up. “Mm-mm,” he said, grinning. “Especially when you’re dressed up like that.”

Blitz’s cheeks colored again. “Oh, yeah,” he said, glancing down at his bared midriff. His skirt ruffled slightly as he readjusted his legs. “I forgot about this.”

He gave Dusk a sideways glance. “Y’know,” he said, “I did kinda tell AJ that I’d do a cheer or something for you. Just to cheer you up or whatever.”

“Blitz,” Dusk said, putting a hand on his shoulder. “You don’t have to if you don’t want to.”

“As if he couldn’t tell if I were lying about that, anyway,” Blitz scoffed. “And besides, I kind of want to do it anyway.”

“To spite him?”

Blitz stood up, planted his pom-pom-clad fists on his hips. “Sure,” he said doubtfully. “Something like that.”

As Blitz stepped away and got himself in position, it was hard for Dusk to ignore the way his friend’s skirts swirled around his legs, the frills dancing across his thighs as his pom-poms glittered in the light. He’d never really let himself think about it before, but he’d never realized just how cute Blitz was. Between that slim waist, those tapered cheekbones, that big, adorable blush—paired with the outfit, it was almost too much for him to handle.

Once he’d gotten ready, his hands at his sides and his head bowed slightly, Blitz took a deep breath, held it, and jerked his head up.

“Dusk, Dusk!” he cheered, whipping his pom-poms above his head. The first word was weak, and rather hesitant, but the second one was louder, more confident. When he kept going, there was actually a big smile on his face. “He’s our man. If he can’t study it, no one can!”

Dusk chuckled at the permutation of the familiar chant. And the way Blitz’s top clung to his padded chest as he bounced upward—not to mentioned the way his skirt swirled as he moved—certainly did little to turn his appreciation down. As he made to clap, though, Blitz kept right on going. Evidently, he wasn’t finished.

“Dusk, Dusk, he’s the best!” Rainbow pumped his hands over his head, his head actually bouncing up and down as he cheered. “He’ll work harder than—uh—all the rest!”

Dusk just kept grinning. He couldn’t help it. Rainbow was really getting into it. As much as it was obvious that he was completely uncomfortable with the situation he was in, there was also something else there—a spark, a brightness behind his eyes as he cheered. His whole body moved with his clothes, his hips swaying with his skirt, his arms flowing with the tassels of his pom-poms. As Blitz’s hips swayed a little too high, the resulting momentum actually flipped his skirt a bit over his waist—which revealed the beginnings of a bright pink thong barely covering his groin. Dusk bit his lip as he realized that the whole picture amounted to one big result: a rapid stiffening at his crotch that was getting harder and harder to ignore.

Harder. Heh.

Real original, Dusk.

As Blitz came out of his last cheer, bouncing on the tips of his toes and ending with his pom-poms thrust above his shoulders in a “Y-shape,” Dusk actually got to his feet and clapped. “Woo!” he said, beaming. “Good job, Rainbow!”

Too late, he realized that he’d never used that name before—as far as Dusk could remember, him and everybody else in Ponyville had always called Blitz...well, Blitz. Never “Rainbow.” But here…

Dusk eyed Rainbow Blitz’s curvy, newly feminine figure, swallowed as the swishing of his friend’s skirts over his legs drove something inside him absolutely wild. But here, it seemed to fit.

Thankfully, Blitz—Rainbow?—didn’t call him out on it. Instead, he just blushed, made a nod that might have been interpretable as a bow, and quickly took a seat back on the bed.

“You really liked it that much?” Blitz asked as Dusk sat back down.

“Well, yeah.” Dusk grinned down at him. He wasn’t the tallest of stallions, but Blitz’s runner’s build was definitely on the shorter side of the spectrum, giving rise to a good two or three inches of height difference between them. “It was really good. Honest. And the fact that you really got into it just made it even better.”

“Oh.” Blitz’s cheeks flushed. “I kinda did, didn’t I?”

A heartbeat later, Dusk realized that Blitz was actually leaning against him. It wasn’t anything pronounced—just Blitz’s bared shoulder smushing against the sleeve of his sweater—but it was new. It was...nice.

His heart beating a bit faster, Dusk contemplated his next course of action before deciding to throw caution to the wind. Slowly, his heart thudding in his chest, he raised his left arm and slid it around Blitz’s shoulder.

The other stallion’s bare fur was warm against the palm of his hand. He could feel Blitz shiver a little as Dusk made contact—but, thankfully, he didn’t pull away. If anything, he fidgeted a little closer into him, burrowing his shoulder under Dusk’s armpit. A faint smile crossed Dusk’s face. He couldn’t help it. It just felt...right.

“You know,” he said, trying to sound cool. “You look really cute when you cheer like that.”

“Really?”

“Yeah. And if you want to know whether it worked or not…” Dusk chuckled. “It definitely cheered me up.”

“Well, good.” Blitz snorted. “‘Cuz that’s what it was for.”

“Mmhm.” Dusk waited another second before daring to pull Blitz a little closer into him. They sat like that for a moment, just pressed up against one another, staring at the wall and staring at nothing, their feet dangling off the edge of the bed.

And then a suggestion pushed its way into Dusk’s mind, and he found he couldn’t say no. Somewhat shakily, but definitely not reluctantly, he turned until his face was angled toward Blitz’s—and then, slowly, inching his way over, moved down until their lips were not even an inch away.

This kiss was different from the first one. It was shorter, but hotter. More intense. There wasn’t any moaning, no fondling, and certainly no fireworks, but Dusk could swear that he’d felt Rainbow’s tongue slip its way past his lips for a fraction of a second. This time, he could detect something there that he hadn’t felt before: a buried, hidden hunger, worming its way between them for a single heartbeat before vanishing once more.

But it was nice, if nothing else, to know that it was there. Dusk’s crotch throbbed again, feeling even tighter as he carefully pulled away. He caught Blitz’s eyes, their gaze holding each other’s in place as Dusk pulled himself back up into a proper sitting position.

“Well,” he said, smiling at Blitz. “That one worked a bit better.”

“Mm.” Blitz licked his lips, looking almost longing, or even mournful. “Yeah.”

Taking a bit of a risk, Dusk reached his right hand across his chest and slipped it over Blitz’s thigh. Blitz nearly jumped—but then settled into it, accepting the contact. He shivered as Dusk caressed the inside of his thigh, his fingers sliding gently across the raspy smoothness of his leggings.

“You know,” Dusk said, giving Blitz’s shoulder a squeeze and glancing over at him. “You’re really beautiful like that.”

Blitz started. “B-beautiful?” he said, stumbling over the word. “You’re shitting me”

“No, I mean it.” Dusk gave Blitz’s thigh another squeeze, then lifted his hand up to gesture over his body. The skirt, the top—even the padded chest. “Really. I never would have guessed it, but all of this goes with...well, you so perfectly. I think you look absolutely beautiful.”

“Beautiful,” Blitz said again, almost as if he were tasting the word. He shifted his shoulders. “Yeah. That’s a new one.”

“Applejack’s never called you beautiful?”

“Nah,” Blitz said. “Pretty, yeah. Cute? Sure. But beautiful… That’s totally new.” He pursed his lips. “I think… I think I kinda like it.”

“Well,” Dusk said, grinning, “I know I definitely do.” Blitz did his best to grin back.

Dusk kept running his hand up and down Blitz’s thigh. The other stallion didn’t stop him—if anything, he seemed to like it, his wings jittering a bit behind him every time Dusk’s hand reached the top of his hip. Another spark of daring lit up in Dusk’s chest, and, as he pulled his fingers back up to the top of Blitz’s thigh for the next time, he pushed up a bit further, sliding his fingers up the side of Blitz’s shirt.

Blitz’s hand jerked across his lap, toward Dusk’s—and then froze, hovering in the air, uncertain. Dusk quickly pulled his hand away, letting it fall back to Blitz’s lap.

“I—sorry,” Dusk said. “I should have asked. “Was that—was that okay?”

“It was…” Blitz sighed, ruffling his pom-poms a bit. He took a breath and then smiled up at Dusk. “It was okay, yeah. It...actually felt kinda good. Could you...could you do it again?”

“Sure.” Dusk steadied himself, then carefully slid his fingers up Blitz’s shirt again.

He was...warm. Soft, but smooth, his coat almost welcoming Dusk’s touch. Dusk’s fingers traced lightly across Blitz’s waist, then rested on his stomach. Blitz shivered, then put a hand over Dusk’s.

Their eyes met; Blitz smiled hesitantly, and Dusk smiled back. Dusk began to move his palm over Blitz’s belly, not quickly, but lovingly, caressing his coat. Blitz kept his hand over Dusk’s, feeling over the ridges of Dusk’s knuckles and pressing his palm into his middle.

That feeling of warmth—of feeling another pony’s life beating gently under his touch—only turned Dusk on more. He could feel Blitz’s body pressed tightly up against his, could feel his soft coat giving way beneath his gentle stroking, could feel every one of the cute pegasus’ breaths as he slowly moved his palm up over Blitz’s chest. Once his fingers had pushed beneath the padded bra, Dusk felt something small, round, and hard poking against his forefinger. Grinning to himself, he decided to give it a squeeze.

Blitz inhaled sharply as Dusk caught his nipple, then began to play with it, rubbing it and caressing it between his thumb and forefinger. “Mm,” he mumbled.

Dusk smirked, then slowly pulled his hand back and out. “I don’t know why Applejack’s never said it before,” he said, resting his hand on Blitz’s thigh once again. “But you really are beautiful.”

“Thanks,” Blitz said. “I guess.” Hesitantly, his right hand crept around Dusk’s back...and then finally settled on Dusk’s hip, curling protectively around the other stallion’s waist. “It still feels weird, though.”

“Why’s that?”

“I’m...well, I’m a stallion. An athlete.” Blitz’s lip curled. “I’m not supposed to be beautiful. I’m supposed to be cool. Fast. Strong.”

“But you are.” Dusk poked Blitz’s belly button, and chuckled when Blitz flushed in response. “You’re one of the fastest ponies I know—the Wonderbolts want you for a reason. And I don’t know about, say, Applejack, but you could definitely beat me in an arm wrestle.”

A smile played across Blitz’s face. “You bet your ass I could.”

“There’s no reason you can’t do all that and be beautiful, too,” Dusk said gently. His left hand trailed down Blitz’s spine, sending tingles down the pegasus’ back. Blitz shivered, and moved his own left hand to cover his crotch. “I don’t need to put you down, or call you a mare or anything—though I know that can be some ponies’ kinks—but I do know that when you’re dressed up like this, you look beautiful. I know I couldn’t pull it off—but you? You look stunning.”

Blitz opened his mouth to reply—and then paused, freezing. Dusk’s right hand had finished rubbing his thigh, and had settled on top of Blitz’s left leg—just over his crotch.

Blitz blushed. “Uh,” he said, clearing his throat. “Thanks. It’s still kinda weird to me that I...y’know, even like this stuff at all, right? But hearing that really makes me feel good.”

Dusk smiled at him. Blitz grinned back.

“Good,” Dusk said. He gave Blitz’s hand a squeeze. “Because I really do mean it.”

Blitz nodded, somewhat unsteadily. His eyes flickered down to his crotch—and Dusk’s hand. Dusk bit his lip, but didn’t take it away.

“Is it,” Dusk began, licking his lips. “I mean, is this...okay?”

It took him a second to realize that Blitz’s shoulders were shaking—with laughter. “Fuck,” Blitz muttered, chuckling. “As if AJ hasn’t gone five times further than that in half the time. Yeah, that’s okay.”

He met Dusk’s eyes. “Do you want to… Uh.”

“Sure,” Dusk said. “If you’re willing.”

Blitz nodded, then slowly drew his hand away. This left enough space for Dusk’s hand to fall comfortably onto the small tent in his skirt. The instant he felt Dusk’s palm make contact with his crotch, Blitz shivered in anticipation.

Dusk didn’t realize why he was shivering, at first. “Are you sure?” he asked. “I can stop.”

“No!” Blitz said. “I mean...no. It feels good.”

Dusk quirked an eyebrow, but then tightened his grip around Blitz’s waist and let the full weight of his hand weigh on Blitz’s groin. Blitz grunted softly, his crotch tightening as Dusk cupped it in his palm, softly massaging it and pressing down a little bit harder.

Dusk grinned toothily at Blitz when he felt the hard bulge against the insides of his knuckles. “Seems like someone’s a bit excited, huh?”

“As if I’m the only one.” Blitz smirked down at the bulge in Dusk’s jeans. It wasn’t the most noticeable thing—it wasn’t anywhere near Applejack’s length, or girth for that matter—but it was just barely evident snaking down the inside of Dusk’s thigh. Dusk grinned awkwardly, then nodded.

“You got me,” he said, then went back to petting Blitz’s crotch.

After a few seconds of this, Dusk pulled his hand back—though not away. Instead, he slowly traced his finger down the inside of Blitz’s thigh. Blitz’s breathing got a little shorter, his body crying out for more stimulation. Why did you stop? some part of him wanted to whimper.

He got his answer when Dusk’s fingers poked up under the hem of his skirt, lingering there. At Dusk’s quizzical look, Blitz nodded. He didn’t want this to stop now. Despite the calm, muffled quiet of the bedroom, he felt like he was on a rollercoaster, and had absolutely no desire to get off.

Slowly, Dusk pushed up the hem of Blitz’s skirt, revealing inch after inch of smooth, legging-covered flesh. After a few inches, he’d uncovered the top of the leggings—and the small, folded silk of Blitz’s striped panties came into view. Blitz swallowed at the sight of his crotch, his erection throbbing happily at the new attention. There wasn’t much to see, but with his crotch bared, the small tent his panties made around his meat and potatoes was more than obvious.

As Dusk made his way to cup his hand around Blitz’s tent, Blitz suddenly said, “I know it’s not that big.” His voice crept up an octave toward the end, and he squeezed his eyes shut at the end. His grip on Dusk’s waist loosened, as though he were getting ready to flee.

Dusk’s eyes widened. Then he realized: Applejack. Of course. To the farmpony, role-playing with Blitz and calling him “the mare” couldn’t have made Blitz feel all that good. Admittedly, most ponies would be fine with that—but given Blitz’s obvious insecurity about his...well, size, even a playful insult about Blitz’s size might have sent the poor stallion spiralling downward. Blitz was proud enough that he might not even have told Applejack how their little “playing” was making him feel.

Dusk steeled himself. He had to play this with as much tact as possible. “What do you mean?” he asked. His hand hovered a bit over Blitz’s crotch, but didn’t quite make contact.

“I mean—fuck,” Blitz said, his eyes darting down. “Just—don’t feel too disappointed, okay?”

“Disappointed about what?” Dusk did his best to look confused, and supplied Blitz with an awkward-looking grin. “All I’m disappointed about is not getting to touch you yet.”

“Look, I know I have a fucking small dick, okay?” Blitz squeezed his eyes shut and gritted his teeth. “I’m trying to apologize here!”

Dusk swallowed, and let his palm fall onto Blitz’s thigh. “Blitz,” he said softly. “I don’t care how big you think you are—or aren’t. I haven’t even seen anything yet.”

“So? I’m nowhere near as big as—well, Applejack!”

“And how big is Applejack?” Dusk asked. “Hm?”

Blitz thought about it for a moment. Then he lifted his hand to an area about halfway between his belly-button and neck, palm parallel to the ground. Dusk’s eyebrows crept up way up to his forehead.

“Well,” he choked out, “I don’t think you should really take Applejack as representative of what a stallionhood should be.” He grinned at Blitz, and pushed a strand of his mane out of his hair. “Really. That’s—well, that’s a lot bigger than most stallions could reasonably hope for.”

“Well...maybe.” Blitz still looked skeptical. “Yeah. And?”

“And,” Dusk said, “I think that you’re underselling yourself here.” He sighed. “If I took my clothes off, too, would that make you feel better?”

“...I guess,” Blitz said. Dusk grinned, removed his hand, and got to work.

By the time Dusk was done worming his way out of his jeans—and kicking them off onto the floor at the end—his own bulge was free for both to see. The tent his erection made in the cotton-white fabric of his briefs was a bit more noticeable than Blitz’s, and his balls rounded out the bottom of his underwear nicely, the material hugging and cupping around his obviously hard stallionhood. But there was no massive, hidden member—no bulge the size of his head. Blitz swallowed, and took a long, slow inhale as Dusk curled an arm around his back and slowly stroked Blitz’s waist.

“See?” Dusk said, stroking himself softly. He met Blitz’s eyes, then glanced down at his crotch. Carefully, he peeled back the waistband of his briefs to let his erection poke up against his groin. Blitz’s eyes widened. Dusk was around six inches hard, maybe a little bit more on a good day, and his balls, while not enormous, were reasonably plump.

Blitz gave a rather forced-sounding chuckle. “Heh,” he said. “I guess you’re right.”

Dusk almost sighed, but kept it from escaping. Of course Blitz had felt so down on himself. Chances were good that Applejack’s member was the first he’d ever seen other than his own—and given the circles Blitz tended to socialize in, and his obvious prior unwillingness to appear gay, it was doubtful he’d done any sort of investigation into the average stallion penis size.

Dusk let the waistband slap back against his shaft and moved his hand over Blitz’s crotch again. “May I?” he asked, gesturing toward Blitz’s panties. Blitz flushed, but nodded.

Pulling back the panty string revealed Blitz’s own boner—smaller than Dusk’s, to be sure, but certainly not the nub that Blitz seemed to think it was. Four inches, Dusk estimated. Had the two been pressing together, Blitz’s slit would have just been a bit below the start of Dusk’s flared head.

Softly letting the panty string fall back in place, Dusk caressed Blitz’s side as he pulled him in a little closer. “See?” he asked. “Nothing to worry about.”

“I guess,” Blitz said. He still sounded doubtful, but somewhat less so.

“And besides,” Dusk said. He curled his left arm around Blitz’s shoulders and nudged the smaller stallion’s face slightly toward him. Meanwhile, his right hand went to work softly stroking the velvety-soft material covering Blitz’s bulge. Dusk smiled into Blitz’s eyes. “It’s not the size that matters—you’re sexy besides that. Or did you forget how beautiful you are?”

Blitz blushed. It was one of the cutest things that Dusk had ever seen. It was hard to believe that this was the same brash, outspoken athlete that he’d known so long—but it seemed that more than one veil was being brought down today. He didn’t doubt that Blitz would still be the same arrogant flier once he was back outside—but for now, in here...he kind of liked this new Rainbow Blitz.

“I didn’t,” Blitz said. “I don’t really see it, though.”

“Then just take my word for it.” Dusk leaned in a little bit closer, leaning his forehead against Blitz’s. His bangs fell against the side of Blitz’s face. His hand kept working, alternately stroking Blitz’s bulge and cupping it as he stimulated his erection. Blitz whimpered cutely, and Dusk felt a spot of moisture stain the fabric against his hand.

“You’re beautiful,” Dusk murmured, rubbing Blitz’s back softly. It felt like the beginnings of a chant, a mantra, and so he took it up like a banner, holding it up with pride. “You’re beautiful, you’re beautiful, you’re beautiful. I want to be with you. I want to touch you. I want to—”

He found himself cut off as Blitz, taking the initiative, closed the barely inch-long gap between their mouths—and kissed him.

Dusk let the kiss subsume him, savoring the feel of Blitz’s lips against his. He prodded his tongue into Blitz’s mouth, and inwardly smiled as Blitz’s tongue only pressed even harder against his own. Meanwhile, his hand kept working at Blitz’s erection, stroking it, squeezing it, teasing it. He could feel it growing harder and harder, Blitz’s hips tensing against his forearm as the kiss deepened even further—

Blitz moaned into their kiss as he came, his hips jerking slightly with the light force of orgasm. Dusk savored the warm, sticky moistness spreading against his palm, the sense of heat, of pressure, of afterglow that he imagined filling Blitz’s body as one, two, three thick ropes of cum splattered against the inside of the smaller stallion’s panties. His eyes widened as Blitz pushed even further into the kiss, his tongue worming his way against Dusk’s as his orgasm tapered off.

And then...they slowly moved apart. Blitz was breathing heavily, his forehead glimmering with a thin sheen of sweat. Dusk took a breath, then reached up and wiped it clean with his cum-free hand. He gave Blitz’s crotch another squeeze with his other.

“Well,” Dusk said, exhaling. He grinned. “Looks like you enjoyed that.”

This time, Blitz’s cheeks didn’t flush quite so red. “Yeah,” he said. “I, uh, definitely did.” There was still a noticeable pinkish tinge there, though, when he glanced down at Dusk’s lap and said, “Though it looks like I’m not the only one.”

Dusk glanced down at his crotch and nearly groaned. His hips shifted to one side, his throbbing member straining to rub against his briefs, a warm body—anything. He eyed Blitz and felt his heart soar when he realized that the other stallion was actually smirking at him.

“Yeah,” he said, chuckling. “I definitely did.” Rubbing his complaining boner, he gave Blitz a returning grin. “Though I should probably confess that this little guy has been here ever since I walked in.”

Blitz scoffed. “Hair-trigger much?”

“Hey,” Dusk said. “I can’t help it that you’re so sexy.”

Blitz leaned his head against Dusk’s shoulder. “Say that again,” he said softly.

With a flash of his horn, Dusk teleported the caked cum off of his hand and into the bathroom sink. “Okay,” he said, rubbing Blitz’s belly as his other hand slid up and down his side. “Sexy.”

Blitz shuddered happily beneath his grasp. Dusk savored the feeling of Blitz lying against him, loved feeling Blitz’s warm body against his.

After a moment, Blitz’s eyes traced down Dusk’s torso and down toward his crotch again. He watched, almost mesmerized, as the poor alicorn’s erection twitched and throbbed. “Hey,” he said shyly. “You helped get me off. Why don’t I return the favor?”

Dusk’s eyebrows went up. “Oh, sure,” he said. “Thanks!”

“Naw,” Blitz said. “It’s only fair.” He gave Dusk’s hand a squeeze, then pulled away.

Dusk sat back on the bed, his feet kicking against the mattress, as Blitz stood up and turned back around to face him. With his mane covering one of his eyes, and his padded chest bouncing softly in time with his motions, the pegasus got down on his knees and placed both his hands on Dusk’s thighs.

Dusk groaned softly as Blitz’s fingers pushed up his naked legs, teasing him and pushing his arousal even further. Truth be told, he was grateful that Blitz had suggested this—he’d been about to try and sum up the courage to just ask as much, but this was much better. And besides…

He shivered as the ridge of Blitz’s thumb brushed against the underside of his nutsack. He liked Blitz taking control like this.

Grabbing onto Dusk’s waistband—not entirely delicately; this was still Rainbow Blitz that Dusk was dealing with, after all—Blitz teased it down his thighs until his underwear was just above his knees. Dusk’s straining member all but leapt free, throbbing happily at the freedom from its fabric prison, and at the promise of more attention to come.

Dusk blushed a bit. “What’d I tell you?” he said, as Blitz gave him an amused look. “You just get me...excited, is all.”

“Y’know,” Blitz said casually. “I’m not the only one who’s cute when he blushes.”

As Dusk struggled to process that, Blitz leaned forward, eyeing Dusk’s erection with a strange kind of fascination. He curled his thumb and forefinger around the base. Then he slowly leaned forward, his mouth opening just slightly.

When Blitz’s lips first closed around Dusk’s head, the alicorn shivered, a tingle jolting up his spine. At first, Blitz seemed more confused than confident in his new treat; he tilted his head slightly, angling Dusk’s head toward the soft flesh of his cheek as his tongue gently lapped at the side.

Dusk’s eyes fluttered closed, his breath growing ragged for a second. “Mmff,” he mumbled. He pushed both of his hands into the mattress and leaned back, his palms sinking into the bed. “Oof.”

Blitz closed his lips around Dusk’s tip, paused, then slowly pulled his head back. The sound of his slurping lips set Dusk’s nerve endings alight, and as Blitz’s mouth popped off of his member, Dusk’s shaft lurched, shooting a stream of precum up into the air.

Dusk’s eyes shot open in response. When he realized that he’d splattered Blitz’s face and cheeks with his pre, he flushed a deep, scarlet red. “Sorry!” he blurted. “It’s...uh, it’s just been a while.”

“How long, exactly?” Blitz asked.

Dusk blushed cutely. “Uh. At least a week or so. I haven’t really had the time.”

Blitz licked a bead of precum off of his upper lip. Swishing it around in his mouth for a second, he savored the taste, then swallowed. It wasn’t like Applejack’s pre—an overpowering, musky substance as thick as a normal stallion’s spunk. No, Dusk’s felt...smoother. Sweeter. It wasn’t as hot, but it was somehow...warmer.

“Mm,” Blitz said. He smacked his lips, then grinned up at Dusk. “Salty.”

The two stared at each other for a second. Then, both burst out into muffled laughter.

“I have to say,” Dusk said, running a hand through his hair. “When I woke up this morning, I didn’t really imagine ending the day by covering your face with precum.”

Blitz scoffed. “You think you’re feelin’ weird about this?” An evil smirk crossed his face. “Let’s see if we can make it weirder.”

Dusk’s muscles clenched tight as Blitz curled his fingers around the base of his shaft. Then, his grip still on Dusk’s member, Blitz happily slurped up his head once more.

Dusk’s thighs tensed, his organ stiffening even further as Blitz teased his tongue across his tip. Down Blitz want, swallowing another inch of Dusk’s shaft, and licking playfully at the vein bulging across his length. Dusk’s control nearly failed him right then and there. The sensation of Blitz’s tongue swishing across the underside of his member was overpowering. He could feel more and more of his pre dripping out, filling Blitz’s cheeks. He couldn’t help it—he was leaking like a leaky faucet, and everything Blitz did to him just turned him on even further.

His padded breasts squishing against Dusk’s kneecaps, Blitz worked his fingers up and down Dusk’s shaft as he took another half-inch of length into his mouth. As Blitz pulled his head fully back for the second time, the seal of his lips around Dusk’s dick created a pressure that was simply too much for Dusk to bear. He grunted, his hips jerking slightly as a healthy glob of pre splattered against the back of Blitz’s throat.

Blitz came out of it coughing slightly. He took a moment to reorient himself, then smirked up at Dusk. “Somepony’s enjoying this,” he said, leering.

“You’re really good at this,” Dusk said, his cheeks slightly red.

“I’ve had a lot of practice,” Blitz boasted. “Applejack’s helped me there.” He raised his eyebrows, gave Dusk’s member another squeeze—which elicited another gasp and a spurt of pre—and swallowed Dusk’s shaft all over again.

This time, it seemed, playtime was over. Dusk’s whole body went erect as he felt Blitz’s lips kissing his crotch, the other stallion’s soft mouth caressing the base of his shaft as his tongue and throat teased the rest of his length. Involuntarily, he grabbed a good chunk of Blitz’s hair with one hand, settling his other hand on Blitz’s naked shoulder as the pegasus’s head bobbed up and down on his shaft.

His own head tilted back, Dusk smoothed his fingers through Blitz’s soft, conditioned hair. He watched that cute pink bow bobbing up and down, slipped his fingers down the back of Blitz’s tight top and rubbed his fingers in little shoulders between Blitz’s shoulderblades. Blitz glanced up at the contact, meeting Dusk’s eyes. Dusk would almost swear that he could see the pegasus smirking as Blitz went down on him, gulping down his shaft repeatedly as his tongue swished across his swelling member.

Panting, and still caressing the back of Blitz’s head, Dusk felt himself ascending to cloud nine as the velvety softness of Blitz’s lips smothered his member. A pressure was building at the base of his shaft, his balls filling up with seed as they prepared to spill their load—

“Stop,” Dusk gasped. Next Chapter: Chapter 3: I Feel Pretty Estimated time remaining: 28 Minutes