Blitz froze in place, half of Dusk’s shaft still poking past his lips. He pulled his head back—though not slowly enough, sending a massive shudder through Dusk’s body as he struggled to keep from erupting right then and there. Blitz’s lips came off of Dusk’s member with a wet pop, and he licked his lips, removing a long thread of mixed saliva and pre still attached to Dusk’s slit.

“What’s up?” Blitz asked, blinking up at him. He raised an eyebrow, grinned. “I could tell you were just about to get to the good part.”

The good part—at least Blitz seemed to be getting more comfortable with this now. He had to be, if he were slipping back into his haughtier attitude. That was good. It was even hotter, Dusk realized, to be teased like that by a stallion still wearing the most feminine clothes money could buy.

Dusk coughed, resisting the urge to take his dick in hand and finish the job himself. “We—I was,” he said, sheepishly. “I just didn’t want to finish off like that.”

Blitz’s eyebrow went even higher. “Oh? How come?”

“Well.” Dusk scratched the back of his head. “I was actually wondering if we could...uh… Well, you know.”

It was only when Dusk’s eyes darted down to Blitz’s toned flank that Blitz realized what he was implying. He gave a sharp bark of laughter in reply.

“You wanna put it up my ass, is that it?”

“That’s one way of putting it,” Dusk said. “Blunt, but...mostly accurate.”

“Mmhm.” Blitz took hold of Dusk’s thighs and squeezed, leaning in closer and closer to the alicorn’s stomach until his chin was almost touching Dusk’s still aching member. Blitz’s eyes were half-lidded, his expression sultry. “So that’s how it is, huh? The big stallion wants to fuck the pretty cheerleader?”

Dusk nearly choked. Blitz burst out laughing, rocking back on his knees. He sobered up quickly, though.

“Gods,” Blitz said, appearing to hear his own words for the first time. “This is still so...weird.”

“And gay?” Dusk supplied helpfully.

“Incredibly gay,” Blitz agreed. He sighed, then gave Dusk’s thigh another squeeze. The bridges of his knuckles teased the side of Dusk’s swollen ballsack, forcing another gasp up his throat.

His cheeks a bit red, Blitz glanced back up at Dusk and nodded. “But...well, I would be interested. I guess. Blowjob wasn’t good enough?”

“No, no!” Dusk said. “It was fantastic! It’s just…” He blushed along with Blitz. “It’s just that this way is more...intimate, you know?”

Blitz snorted. “Intimate. You big sap. Still…it does sound kind of nice, though.”

He grunted, hefting himself to his feet. With one hand on his hip, and his hips tilted to one side, he glanced down at Dusk. “So,” he said. “Uh. How did you want to do this?”

“Well,” Dusk said. “Have you...erm, done it before?”

Blitz’s ears tinged red. Evidently, he wasn’t quite as comfortable with the whole situation as he would have liked to portray. “Yeah,” he admitted, fidgeting slightly. His hips swayed slightly, sending his skirt fluttering back down over his erection and swirling around his legs. “Applejack, uh...was pretty persuasive about it.”

“And you were okay with it?”

“Somehow.” Blitz snorted. “At first, I wasn’t really sure, but…” He bit his lip, glanced down at his toes. “It was the weirdest feeling. It hurt, a lot—but it also felt really good, y’know? Like I was...full, or something.”

“That’s what I’ve heard,” Dusk said. He grinned sheepishly. “I haven’t had the chance to try it with anypony else before.”

“Oh, good,” Blitz said. “So I’m your first, too?”

“For this, at least,” Dusk said. “Admittedly, given Applejack’s...size, this would be a bit less intense. But,” he added, coughing, “hopefully no less fun.”

“Fun?” Blitz’s eyebrow went up. “Careful; you might get Bubble Berry in here.”

As Dusk snickered, Blitz hugged his arms around his waist—his upper arms pushing his padded bust out a bit further—and sat back down on the bed. “So,” he said, still a bit red. “How did you want to do this?”

“Oh!” Dusk said. He was still absentmindedly stroking himself, his fingers rubbing across the head of his shaft as it mindlessly dribbled pre off the edge of the mattress. “Well, we can do it in multiple ways. There are a number of positions available for both penetrator and recipient—”

“Dusk,” Blitz said, cutting him off. He grinned, praying that the blush on his face wasn’t too apparent. “You’re making this too complicated.”

“Oh. Right,” Dusk said. “Um. Well… Since we haven’t done this kind of thing before, I was wondering if you might like to be on top?”

“On top? Me?” Blitz blinked. “That’s a thing?”

“Oh, yes,” Dusk said. “With you directly over my—well.” Now they were both blushing brightly. “Cowgirl position.”

“Cowgirl, huh?” Blitz glanced down at his skirts, his figure-hugging top, his fitted leggings. His gaze drifted up past his bangs, where he knew a bright pink bow would be waiting, and he made up his mind. “I guess it could be fun.”

“Great!” Dusk pushed himself back from the edge of the mattress, his legs sliding up over the covers. His erection slapped against his waist, leaving a splatter of salty pre across the bottom of his stomach. He positioned himself with his back against the headboard, a pair of pillows nestled comfortably behind the small of his back. A flicker of magic tugged his shirt up and over his head, revealing a lean, not-quite-toned physique born more from nights of meal-less studying than any real workout regimen. Still, he was definitely cute.

Once he’d gotten himself situated, Dusk cupped one hand around his plump balls and raised the other to gesture Blitz over. “C’mon, cutie,” he said, winking. “Let’s get you over here.”

“Cutie?” Blitz snorted. “Gods, you really are sappy.” But he hiked himself up onto the bed nonetheless, sending his skirt swishing across the backs of his thighs.

Dusk watched expectantly, his eyes big as Blitz’s erection bobbed beneath the hem of his skirt. He grunted, adjusting to the weight as Blitz sat right down on his thighs. The head of Blitz’s shaft, straining against the fabric of his panties, prodded right against his own. The two stallionhoods rubbed up against one another, intensifying Dusk’s arousal. Blitz squirmed as a drop of Dusk’s musky pre dripped down the edge of his flare, staining his panties.

“Y’know,” Dusk said. He laid a hand on either one of Blitz’s thighs and gave them a squeeze before softly rubbing his palms up and beneath the edge of his skirt. “I guess after tonight, I won’t be a virgin anymore.”

“Guess not,” Blitz said. He smirked, shifting his hips across Dusk’s thighs and teasing his crotch. “I always knew I’d lose mine before you.”

“And what’s that supposed to mean?” Dusk asked dryly.

“Nothing,” Blitz said, still grinning. “Though I don’t think I expected how I’d lose it.”

Dusk chuckled. “I guess not.” He reached around Blitz’s thighs, the skirt rippling and folding over his knuckles, and gave the other stallion’s ass a squeeze.

“So, uh,” Blitz said, glancing down at Dusk’s boner. “We doing this?”

“Oh! Yes,” Dusk said. “Whenever you’re ready, of course.”

“Welp,” Blitz said. He slid a hand down his back, pausing when it brushed against Dusk’s. He paused, then smirked softly, pushing Dusk’s hand more firmly against his ass. “Here goes nothing, then.”

With a soft grunt, Blitz pushed himself into the air. He kept one hand on either side of Dusk’s torso, steadying himself against the mattress as he raised his rear forward and over Dusk’s crotch. Dusk groaned softly, his wings stiffening and ruffling beneath him as Blitz slowly lowered himself down.

Dusk kept massaging Blitz’s rump, squeezing the pegasus’ ample ass and fidgeting with mounting arousal all the while. Blitz actually moaned a bit as he felt Dusk’s well-lubricated flare brushing against the silk of his panties, the throbbing, fully-hard organ more than happy to start trying to push its way through.

“This,” Blitz mumbled, his ass flexing in Dusk’s hands, “is incredibly fucking gay.” His left hand lifted up, hovered over his crotch, and pulled his panties over to one side. His erection sprang free, his ass flexing in Dusk’s grip as his puckered asshole came into contact with the other stallion’s flare for the first time.

And he lowered himself down all the way—first an inch, and then down, his hips easing against Dusk’s.

Blitz’s lips parted, a wordless cry escaping them, as Dusk pushed inside him for the first time. Applejack had always shoved himself inside, his massive, fat erection spreading Blitz’s ass impossibly wide around itself—but Dusk’s was different. It was slow, teasing, almost tender. Blitz’s asscheeks flexed again, squeezing around the stallionhood between them. He shifted his hips a little, his skirt swishing over Dusk’s thighs.

“Ooh,” Dusk groaned. He kept massaging Blitz’s Cutie Marks, almost as if he were unable to take his hands away from the other stallion. “Blitz, you feel so good.”

Blitz felt his eyes fluttering shut, an instinctual reaction as he felt Dusk fill him. He slid his hands over Dusk’s sides, then let them rest on his stomach. Shifting his hips again, he felt Dusk slide against his slick insides, his pre oozing down his clenching walls.

It felt good. A part of him missed the fullness that Applejack had made him feel—the thick, overpowering fullness—but in a way, he almost preferred this. The stallion inside of him, he guessed, probably made a difference.

Blitz grinned down at Dusk, part of his rainbow bangs falling over his right eye. “How’s that feel, huh?” he asked, savoring the feeling of Dusk’s organ pushing inside of him. “You like getting your dick inside of a pretty stallion?”

“You have no idea,” Dusk groaned. He took a deep breath, evidently restraining himself. “Gosh, Blitz. You’re not tight—but I never knew you could be so soft.”

“Soft?” Blitz quirked an eyebrow. “What’s that supposed to mean?”

“Oh, just—f-fuck.” Dusk’s eyelids fluttered briefly, his whole body shuddering as Blitz began to rock his hips back and forth. Another generous spurt of precum splattered against Blitz’s insides, warming them up and slipping down the sides. “It’s just—you’re so lean. Muscular. Angular.” He pulled his right hand from Blitz’s butt and slowly pushed it up beneath his top. He slid it across Blitz’s toned stomach, then stopped when his fingers brushed against Blitz’s nipple. “But feeling you like this—being inside of you—it’s a whole new feeling.”

Blitz grunted as he felt Dusk seize up inside of him. “It’s a new feeling, alright,” he said. His own hands slid up to Dusk’s chest, and he squeezed his fingers around the other stallion’s pectoral muscles. Another glob of Dusk’s pre spurted inside of him, and he gritted his teeth. “Man, dude. You’re really leaky.”

“Oh, geeze. I guess I kind of am. But this just feels so go-o-o-ooh.”

Blitz smirked. His padded bra bounced against his chest as he upped the pace a bit. His own erection slapped against his thighs, his legs sliding against Dusk’s as he rhythmically pumped his hips forward, backward, and from side to side. Dusk was all but helpless beneath him, moaning softly as Blitz rode him harder and harder.

The sound of smacking flesh and the musky scent of sex filled the room, the two stallions grunting together. Blitz felt a drop of sweat beading on his forehead as he pumped Dusk’s shaft in and out of himself, his ass slapping meatily against Dusk’s thighs with every thrust. Dusk just kept squirming, groaning as his pleasure mounted.

Blitz was used to shorter sex—not because Applejack was a hairtrigger, but because, to the big country pony, the best part of sex was pumping his partner full of his hot, thick cum. Once or twice, Blitz might even have agreed with him.

But here, now, he could have clung to this moment forever. Every pump of his hips over Dusk’s, every moment when Dusk slid inside or out of him—he savored that, treasured it. He felt good. He felt warm. He felt complete.

“Gods, Rainbow.” Dusk moaned as Blitz clenched his ring around his shaft, a generous spurt of pre spattering against Blitz’s insides. Dusk grinned dreamily, drowsily up at Blitz, his hands still roving across the other stallion’s hips and thighs. “You’re so beautiful like this. So—mmff—hot. Oh, gods, Blitz, you feel so good.”

“I’d better,” Blitz said, trying to sound more in-control than he felt. All he wanted right now was to break down, to melt into Dusk’s lap, to let himself flow around the stallion inside of him like a cloud—but instead he gritted his teeth, smirking down at Dusk. “I’ve worked years on that flank.”

Dusk hiccuped, twisting as Blitz’s rump eased over his thighs. “Ooh, yes,” he groaned, bottoming out inside of him again. “So sleek—so toned—so beautiful.”

Blitz’s cheeks burned. “You keep saying that,” he murmured, slowing his pace a bit. Dusk’s organ twitched inside him, rubbing against his inner walls as he clenched around it again and again.

“It’s—ungh—because it’s true.” Dusk panted for a moment, his forehead covered in a thin sheen of sweat. Then he grinned up at Blitz, his tongue lolling slightly out of his mouth. “You’re beautiful, Blitz. You’re the most beautiful stallion I’ve ever seen—you’re pretty, stunning, sexy. More so than any mare.” His hands roamed across Blitz’s waist, exploring every patch of skin they could find. “I mean it, Rainbow. You’re so beautiful—all I want to do is look at you, touch you, feel you. Rainbow, I—I love you, Rainbow.”

Blitz’s eyes widened. But before he could even open his mouth, he felt Dusk flare inside of him.

“I—I’m cumming, Rainbow!” Dusk’s head jerked back, his hips thrusting upward against the bottom of Blitz’s thighs. Blitz’s eyes widened, his hands tensing against Dusk’s chest as he felt the other stallion’s balls swell up beneath him.

Dusk’s horn glimmered a bright, vibrant violet. Dusk’s shaft bottomed out inside of him, their hips meeting with a meaty smack. And then, Dusk’s release took hold.

Dusk snorted, his hips bucking as his orgasm burst inside of Blitz. Blitz let out a groan as he felt the first hot, sticky ropes of Dusk’s orgasm splattering against his warm insides. The first shot alone was bigger than most of his entire orgasms—though, he realized, squinting at Dusk’s shimmering horn, that might not be entirely due to being pent-up.

Dusk’s horn was shooting off sparks, a bright aura flaring up around it. With every pump of his hips, every shot of his hot, thick load, his magic flared up even stronger—and so did his orgasm. Blitz groaned. Each shot of Dusk’s seed was actually getting thicker, fuller, heavier. He could already feel his ass getting filled up by more than a cupful of the other stallion’s load, and each shot was only delivering more and more inside of him.

Dusk moaned beneath Blitz’s weight, his hips shifting against the smaller stallion’s ass. His cock bulged up impossibly wide inside of him—his horn flared up to a bright, nearly blinding white—and a torrent of jizz erupted inside of Blitz’s gut. Blitz’s eyes opened wide, and he nearly choked as he felt Dusk’s seventh shot—seventh!—give way to a roaring, unending flood of more and more cum.

He grunted, a hand going to his middle. Oh, gods. He felt so full—there was just so much. Dusk’s bulging medial ring created a tight, firm seal between his ass and the outside, making sure not a single drop of Dusk’s spunk escaped. He’d only felt like this with Applejack—but Dusk’s orgasm seemed to be even stronger.

His belly was actually starting to round out now, a taut, bulging ball full of cum that was still growing bigger. Blitz’s eyelashes fluttered, his boner stiffening past any reasonable hardness as he felt the skin beneath his hand grow tighter and rounder. He could feel—almost hear—what had to be over a gallon of jizz sloshing around in his belly, hot, warm, and sticky.

There was so much. How could there be this much? He’d seen Dusk’s balls. They weren’t anywhere near big enough to—

Blitz’s eyes bulged as Dusk’s flare swelled impossibly wide inside of him—and then burst, letting out one final flood of spunk to fill him up. By the time it’d finished, he was groaning, twisting, his belly feeling impossibly tight as it spilled out over his and Dusk’s lap. He was impossibly full of cum. He felt big and round and full and hot—and it felt so, incredibly, good.

Dusk was panting as he came off of his peak. He groaned, pulling his hands across Blitz’s thighs as he re-entered lucidity. His eyes fluttered open.

The first thing he noticed was Blitz’s new cum-belly. “Oh, crap!” Dusk blurted. He glanced up at his horn and gasped: it was still flickering a bright, shimmering purple. He extinguished it in an instant, a single spark flying from the tip as it went dark. “Oh, crap. Blitz, I’m sorry—I didn’t mean—I wasn’t thinking—”

“Holy shit,” Blitz said. He knew he sounded woozy. Hell, he felt woozy. He patted his stomach, swaying a bit as the two gallons of jizz that Dusk had pumped into him sloshed from side to side. “What the fuck was that?”

“It was—” Dusk blushed furiously. “A volume increasing spell. Something to intensify….ah, pleasure. I usually use it when I’m alone. I just didn’t think. It was pure reflex—oh, geeze, Blitz, I should’ve at least asked.”

Blitz didn’t quite register his words at first. Instead, he was too focused on the new expansion of his body. He poked a finger into his big cum-gut, then blinked as it sank in by a good inch. When he pulled it back, his taut coat snapped it right back into place. “I, uh,” he said, “guess I don’t mind. I’m just...wow. Uh. Wow.”

He glanced up at Dusk, staring. “And you do that for every orgasm?”

Dusk didn’t quite meet his eyes. He grinned sheepishly, his cheeks a bright red. Scratching the back of his neck, he said, “Most. Not all. Not every single one needs to have that kind of high. But—yeah, most of the time. It just feels so much better.”

“I’ll bet.” Blitz patted his big, round cum-gut again. Applejack had never filled him quite this full before—but Applejack wouldn’t have thought to ask (or at least feel sorry about not doing so). He just wouldn’t have thought of it. But now, looking down at Dusk’s face—gods, he really was cute when he blushed like that—and feeling the weight of his massive, sloshing belly in his lap...it was really something else. He felt something new, something strange flickering inside himself, and latched onto it.

“What you said,” he blurted. “Before you came. About…” He took hold of the hem of his skirt and twirled it around his finger, flushing. “I mean. You know. Did you mean it?”

“What?” Dusk raised an eyebrow. “About lo—” His eyes widened, and his mouth formed a small “o.” Then he blushed even more furiously than before.

“Oh,” he said quickly. “That. Um. Well...I don’t know. I’ve never done or felt anything like this before. And saying it made everything feel better, you know? It just felt right.”

“So you did mean it?”

Dusk swallowed visibly. “Maybe?” he said. His eyes flickered up to Blitz’s, and he forced a chuckle. “I mean, I couldn’t tell you for sure. This is all way too early.”

“Yeah,” Blitz said. He felt somewhat shaky. Now this wasn’t a position he’d ever thought he’d be in a week ago. But it was...nice. Comforting, to hear Dusk’s voice like that. “But...maybe, though.”

“Maybe,” Dusk echoed. He let out a long, peaceful breath, basking in his afterglow. Then he peeked one eye open and smiled up at Blitz.

“So,” Dusk said. “We still haven’t gotten to your turn yet.”

“My turn?”

“Well, you’re still hard, aren’t you?” Dusk smirked down at Blitz’s own erection. “Can’t leave that alone. I’ll bet Applejack doesn’t.”

“Well, no,” Blitz said. “It’s just that with him, I usually…” He averted his eyes, blushing slightly.

“You usually what?”

Blitz coughed. “Uh. Well, he’s just so big, that I—um—“

“Aha. Prostate orgasm. Yeah, I might’ve suspected that,” Dusk said. “So I’ll wager you’re about feeling ready to burst now.”

Blitz could only groan in reply. He’d been hard from nearly the first time Dusk had touched him—and the pressure of his soft, bloated belly pressing around his boner was just making his arousal even worse. “A little,” he grunted.

“So, like I said, it’s your turn now.” Dusk smiled pleasantly. “It’s only fair.”

Blitz blinked. “So...what? Are you gonna—uh, I mean, with your mouth?”

“We could,” Dusk said. “I was thinking of something a little more fun, though.”

His eyes darted toward Blitz’s erection, then down to his own naked thigh. It took Blitz a moment to realize that Dusk was actually glancing past his hips—and to his rear instead.

“I—you—wait,” Blitz said. He held up a hand. “I’m kinda flattered, I guess, but I don’t think that’d work out.”

“Why not?” Dusk asked. He scrunched up his muzzle, frowning. “I’ve actually practiced with a number of toys—I’ve not taken the size that you have, but I consider myself more than prepared for any regular-scale intercourse.”

“Regular-scale—sure, whatever,” Blitz said. “But I don’t mean you. I mean me.”

This time, it was Dusk who took a moment to register the other stallion’s words. When he got it, though, his eyebrows creased, a sad look crossing his face. “Oh, Rainbow. You can’t mean that.”

“Look, I know how good it feels,” Blitz said. He slapped both his hands on his cum-filled gut and jiggled it around a bit. “Especially this, right? Feeling full like that, feeling stretched—but that’s not me. That’s not something that I can do. I—“

“Blitz. Not one more word.”

Blitz froze, his mouth hanging half-open. Dusk let a beat pass, then spoke again.

“First off,” he said, not unkindly, “I won’t hear you denigrate yourself like that. Secondly, there are some things you’re missing.

“For example,” he went on. “Most unpracticed stallions can’t actually take that much in girth or length. The standard, ah, ‘normal use’ argument applies.” Dusk grinned, his cheeks flushing a bit. “And the first three or so inches are the only ones that matter in most cases—just because you’re a bit of a size queen doesn’t mean that the rest of us are.”

Blitz sputtered. “Size queen?” he finally said.

“And I’ll admit that I may be a tad, um, oversensitive in this area.” Dusk coughed, the blush in his cheeks rising even higher. He held out his hand, placed it on Blitz’s thigh. Blitz stared down at it as Dusk’s thumb made tiny circles across the bare, warm flesh of his inner thigh. “So don’t say ‘no’ before you’ve even tried it. I want to do this with you. And I want to help you feel good. So please, Blitz, won’t you help me do that?”

Blitz searched for a retort—but found that he was powerless against Dusk’s words. There was just something in the other stallion’s eyes, that sense of earnestness and tenderness, that made it impossible to turn away.

“Fine,” he finally said, meeting Dusk’s eyes. “If you want.”

Dusk silently cheered, pumping his fist in the air. Blitz just smirked. “And I’m only doing this because I still need to get off,” he added loudly.

“Sure, sure.” But Dusk was grinning like a little filly now. “Whatever you say, Rainbow.”

Rainbow. Blitz was starting to like that name. “So...now what?” Blitz asked. “Should I lie down like you were.”

“I’ve got a better idea, actually.” Dusk reached up and brushed a strand of Blitz’s mane beside his ear. Still blushing, he said, “I’ve always had a bit of a kink for doggy style, actually.”

“Oh. Sure.” Blitz stared. “Um. So how do we…”

“Hold your horses,” Dusk said, chuckling. He leaned forward, his hair tumbling over his shoulders. Before pushing Blitz off, he held him in place with both hands—and leaned forward to steal a kiss. Blitz kissed back, surprising himself with the amount of hunger he still felt for it in his chest, his tongue worming its way past Dusk’s lips. Dusk just took it happily, pulling back with a smile on his face.

As the seal between Blitz’s ass and Dusk’s shaft was broken, a small waterfall of jizz came pouring out of Blitz and onto the bed. Blitz choked a bit at the sight; Dusk just chuckled disbelievingly. Still, most of it stayed put in Blitz’s belly, which was too full now to give up any of its oversized meal

By the time Dusk had finished rearranging himself, he had his elbows and knees on the mattress, and his ass planted high in the air. Blitz was more than happy to ogle that ass—it wasn’t as muscled as Applejack’s, or as bubble-shaped as his own, but it was a wide, plump, sexy—was he allowed to use that word now?—ass all the same. Licking his lips and feeling another throb from his crotch, he grabbed Dusk’s hips and pushed forward.

His belly, still full of more than a gallon of spunk, squished against the small of Dusk’s back, resting comfortably against the top of his buttcheeks; while it proved somewhat difficult to maneuver around, it took only a little bit of effort for Blitz to line himself up with the other stallion’s rear. And besides, he noted with a shiver, it only made this even hotter.

“Okay,” Dusk said, his voice slightly muffled against the headboard. “Now, you’ve gotten yourself pretty well-lubricated by now, so that shouldn’t be a problem.” His voice trembled a bit, though it didn’t seem to be from nervousness. “Now you just need to push against my rear and—”

Dusk’s sentence cut off as Blitz prodded the head of his shaft against the other stallion’s ring. Dusk instantly froze, going completely stiff as the warm, puffy flare of Blitz’s cock poked against his entrance.

“Dusk?” Blitz asked. “You okay?”

“Fine,” Dusk mumbled. “Great. Just go ahead and—ooooooh.”

Blitz had already “gone ahead,” poking the first half-inch of his member inside of Dusk’s inviting hole. That, it seemed, was all it took to get Dusk to completely melt around him. Dusk’s torso went stiff even as his limbs’ strength waned, causing his whole body to wobble precariously as a result.

Blitz’s flare actually wound up slipping out of Dusk. “Hey,” he said, only half-joking. He steadied himself, pushing Dusk’s hips firmly back in place. “What’s the big idea?”

“Nothing,” Dusk groaned. “I warned you. I’m just extremely—oooh—sensitive.”

Blitz quirked an eyebrow as his full head entered Dusk’s rear, eliciting another high-pitched moan in response. He pulled out a little bit, and Dusk whimpered; he pumped his hips forward, and Dusk let out a girlish squeal of mixed pleasure and delight.

“Whoa, dude,” Blitz said. He was grinning from ear to ear. “You’re really liking this.”

Dusk glanced back and scowled cutely. “It’s not funny!” he snapped. “I just happen to have an over-the-top response to—oh my gosh yes Rainbow keep going.”

Blitz’s smile felt ready to burst off his face. He’d only shoved the first three-fourths of his tool inside of Dusk, but that alone had set the other stallion squirming. Squirming literally, that is—Dusk’s hips were actually waggling quite pathetically, his buttcheeks bouncing over the backs of his thighs as he tried to fit more of Blitz’s stallionhood inside of him.

“Ooh, f-fuck,” Dusk moaned, his cheeks flushing a bright red. His eyes were closed, his ass pushed high up against Blitz’s crotch. “Ooh, yes. Ooh, yes!”

Blitz startled as he felt something shove him forward—it was Dusk’s magic, flickering involuntarily around the alicorn’s horn and pushing him to bottom out inside of him. Dusk just squealed again, his ring clenching around Blitz’s girth, almost as if it was yearning to suck him in even further.

“You like that, huh?” Blitz asked. He’d loved what had come before, but for the first time that night, he was starting to feel like himself again. He gave Dusk’s buttcheek a healthy squeeze and the purple stallion yelped. “You like it when I fuck you?”

“Oh, yes, please keep fucking me. Keep—ooh, fuck.” Dusk groaned, sweat beading on his forehead as Blitz began to pump his hips back and forth. Their bodies rocked from side to side, the mattress shaking beneath them as the meaty thwacks of Blitz’s thighs and hips against Dusk’s ass filled the room. Dusk was grunting, moaning, sounding and looking impossibly cute as Blitz railed him again and again.

Blitz was more than enjoying himself—he was loving every second. A particularly firm jerk of his hips sent Dusk’s head wheeling back, the poor alicorn wailing in pleasure as Blitz bottomed out inside of him. He could feel Dusk’s walls clenching around him, welcoming him, drawing him in. It wasn’t tightness, exactly, but it was a sensation he’d never felt before—one that he hadn’t been allowed to feel before. Masturbation had nothing on this. He held to it fast, gripping it with every pore of his body, every thrust of his hips against Dusk’s filling his ears like music.

Soon enough, Dusk’s cute moans became too much. Each squeal of pleasure, each high-pitched wail as Blitz fucked him again and again—it was impossible to hold back any longer. Blitz gritted his teeth, his eyes fluttering shut as he felt himself go over the edge he’d been held over for so long.

The first slam of his hips against Dusk’s, the first shot of his hot, heavy spunk against Dusk’s inner walls, felt like heaven. The second, he only just managed to make out an odd, warm sort of feeling around his crotch. By the third, he caught Dusk’s horn flickering.

And by the fourth, all doubts were gone.

“Yes!” Dusk squealed. “Fill me up, Rainbow! Pump me full! Cum inside of me—yes, yes yes!”

Blitz felt himself being overcome by mindless, incredible pleasure as his balls filled up with impossible amounts of cum. He could feel them churning, swelling, sloshing as more and more seed built up inside. Dusk’s magic embraced him, stroking him, teasing him and intensifying his pleasure beyond anything he’d ever felt. His fourth load was the same size of all his other shots combined; the fifth was twice that, and the sixth even more so.

Blitz was powerless to do anything but moan, his eyes squeezed shut and his whole body shivering and jerking as he thrust wildly into Dusk again and again. His whole body felt like it was contracting with his stallionhood, lurching to the tempo of his orgasm. Dusk just kept crying out, squirming and groaning as more and more of Blitz’s jizz filled his belly. Before long, it was bowing down below him, stretching halfway down to his knees—and then it kept going, growing with impossible amounts of cum as Blitz just kept pumping more and more into him.

For all that he’d loved playing the mare, Blitz loved this too—this sense of incredible, overpowering virility. He’d been Dusk’s mare—and now Dusk was his, whimpering with pleasure as he was filled up with another stallion’s spunk. His belly, now incredibly heavy and full of Blitz’s magically enhanced seed, dangled below his chest, sloshing with at least a gallon of Blitz’s spunk.

When Blitz’s orgasm finally ran out, the two stallions collapsed to the bed with a grunt. Blitz was wheezing, his mind blank after the incredible pleasure he’d just endured. Dusk was panting, sweat dripping down his forehead as his every limb shook with the tremors of sex.

“Oh, geeze,” Blitz groaned. “Oh, wow.”

Dusk was breathing hard. “That was—your first time—being on top, right?” he panted. Blitz grunted assent. Dusk turned to him and smiled weakly, his cheeks rosy red and damp with sweat. “How was it?”

“Good,” Blitz said. He closed his eyes, squeezing the bridge of his nose as the afterglow spread throughout his body. “Nah, who am I kidding—it felt great.”

“I thought it might.” Dusk slid one hand over Blitz’s thigh and squeezed it. It wasn’t a hot, lust-driven touch this time; instead, it was warm, comforting, inviting. Dusk grinned sheepishly, turning his head into the pillow to look Blitz in the eyes. “You can see why I wanted to try it so much.”

“Dude.” Blitz snorted. “You were all but crying when I put it in.”

“I was not!” Dusk saw the look on Blitz’s face and blushed. “Okay, maybe I’m a little sensitive. But I told you that.”

“Not saying you didn’t.” Blitz slid his own hand up over Dusk’s hip, and pushed it gently against the other stallion’s side. He grinned knowingly as he prodded his fingers into Dusk’s own bloated, cum-filled gut. If he pushed it a little, he could feel—no, hear—his load sloshing around inside. “And I saw you give me that little help there. Don’t try and deny it. I’ve never cum that kind of fuckin’ ocean.”

Dusk’s blush only deepened. “Okay, yes,” he said. “I did try and make it a little more...intense for you. And myself,” he admitted. “I just...mmff. After seeing how good it made you feel, I just really wanted to try it for myself.”

“And did it work?”

“Hm?”

Blitz grinned. “Make you feel good.”

Dusk barked out a laugh. “Oh, it definitely did.” He hesitated, as if he were debating something. Then he slid his arm beneath Blitz and curled it around his shoulder.

Blitz blinked as Dusk pulled him close—almost protectively. The sex had been great—when was it not?—but this was...different. Closer. More intimate, and yet…

He wasn’t turned on at all, but he liked feeling Dusk’s coat against his. He liked feeling the weight of the other stallion’s hand on his shoulder, on his stomach, massaging him gently as they pulled even closer together.

“So, uh.” Blitz coughed. “That was fun.”

“It definitely was,” Dusk said, chuckling. He smiled at Blitz. “I never did thank you for coming in to cheer me up, did I?”

“Aw, geeze,” Blitz said. “It was nothing.”

“I mean it.” And Dusk leaned over and kissed him.

Blitz took the kiss—not hungrily, but tenderly. It was a shorter, more chaste kiss, but as Dusk’s lips lingered against his, he felt himself receding into the mattress, the pillows coming up around him to swallow him up. Dusk’s lips were so soft, so warm. When the other stallion pulled away, he almost felt like there was something missing.

“Maybe we should do it again sometime,” Blitz said, only somewhat awkwardly.

“Hah! Definitely,” Dusk said. He squeezed Blitz’s shoulder a little bit tighter. Blitz snuggled into Dusk’s armpit, laying his head on the other stallion’s chest. The two sighed together, savoring the touch of the other’s body against their own.

They lay there quietly for a bit, Blitz breathing evenly, and Dusk stroking his hair gently. “So,” Dusk finally said. “If we do this again…”

“Yeah?” Blitz said.

“Oh, nothing.” Blitz couldn’t see his face, but by the tone of his voice, he’d bet anything that Dusk was blushing. “It’s just...well, I was wondering if maybe you’d like to make it more of a thing. But never mind—you’ve already got that thing going on with Applejack, and I wouldn’t want to intrude.”

“Thing with Applejack?” Blitz said. “Dude. It’s...well, it’s just sex. AJ’s a great guy, and the sex is hot as hell, but”—he blushed madly; geeze, were those words actually coming out of his mouth?—”but it’s nothing special. It’s not...not like this.”

There. He’d said it. He’d put it out there, and Solaris help him if he wanted to go back on it now. The only sign of Dusk’s surprise at his words was a slight freeze of his fingers, catching on a strand of Blitz’s hair. But, soon enough, they resumed their gentle stroking, curling Blitz’s mane around his ear.

“So…” Blitz could hear Dusk breathing beneath him, could feel the steady rise and fall of his chest beneath his head. He could feel Dusk’s heart beating—speeding up now, ba-dump, ba-dump, ba-dump. “You’d be interested in...this? In trying this? As a real thing?”

“Completely? I’m not sure,” Blitz confessed. He hugged Dusk’s torso, curling one of his legs around the other stallion’s thigh. “I kinda like the idea right now, though. And...there was what you said earlier.”

“What I said? I—oh,” Dusk said. He chuckled nervously. “That.”

“I mean, I don’t know if it’s real right now,” Blitz said. He swallowed, though relaxed a bit when Dusk began to slowly stroke his belly. “But… I dunno. Maybe we can try it. Eventually.”

“When you’re more comfortable?”

“Yeah. That.”

Dusk chuckled again. “Okay,” he said. He bent his head forward and planted a kiss in Blitz’s hair. “You got it, sexy.”

Blitz snorted. “Sexy? Really?”

“Hey, don’t look at me. You’re the one who’s dressed up like a stunner.”

Blitz grinned. He eyed his skirt, his pushed-aside panties. “Yeah,” he said. “I guess I am.”

Dusk sighed. Slowly sliding his fingers up and down Blitz’s side, he hugged the smaller, leaner stallion even closer to himself. Blitz let him do it, happy just to feel Dusk’s warmth, his beating heart, against his body. It was...strange. He’d never felt like this before—never felt it with a mare, let alone a stallion—but this just felt...right.

“So you know how it makes me feel,” Dusk said. He gave Blitz’s skirt a tug, teasing. “So tell me. How does that getup make you feel?”

Blitz bit his lip—but then relaxed as Dusk stroked his chest comfortingly. Maybe this was strange territory. Maybe this was weird and crazy as shit—but maybe, just maybe, it was something he could learn to like.

Or even love.

“It makes me feel pretty,” Rainbow Blitz said, and nuzzled against Dusk’s chest.