Rainbow Dash trembled happily. Each twitch of Twilight’s fingers against her clit sent another shiver of pleasure tingling through her veins; each squeeze of her thighs and ass sent shudders of anticipation down her spine. She could feel Twilight’s hot breath against her ear, warm and moist and familiar, intimate in a way that she never could have imagined before. A pivot of Twilight’s fingers inside of her sent her walls clenching and spasming; she bit down on her lip, her eyes squeezing shut as she stifled a moan.

She could hear Twilight chuckling, could feel her nuzzling closer against her shoulder. “Looks like someone’s having fun,” Twilight giggled. Rainbow Dash nodded, then realized that she was panting.

A puddle of her juices stained the sheet between her legs. Her thighs were still flexed from the aftermath of her orgasm, and her heart was thudding loudly in her chest. She groaned and buried her face deeper into her pillow. Behind her, Twilight’s cock throbbed powerfully. Fully engorged with lust and desire, it grinded heavily against Dash’s toned ass. It was rock-hard, solid; amorous, needy.

“Yes,” Rainbow grunted, her voice muffled by the pillow. She lifted her head up and turned it to face Twilight. The other mare was grinning. “How do you do that...thing with your fingers?”

“What thing?” Twilight asked innocently. Her horn flickered, and another pulse of pleasure twisted inside Dash’s cunt. Rainbow cried out, her legs squeezing together to entrap Twilight’s hand inside. Twilight giggled again, letting Rainbow’s warm, sticky juices flow between her fingers as the other mare moaned.

“Th-that thing,” Rainbow slurred. She took a deep breath to try and steady herself. She tried to ignore the little flurries of pleasure still buzzing inside of her, the tiny aftershock trembles of an incredible earthquake of satisfaction. Once she was sure she’d gotten her breathing under control, she met Twilight’s eyes and glared at her. “Magic’s cheating,” she said, pouting.

Twilight’s grin only widened. “Cheating, huh?” she said. “I didn’t know that this was a competition. Because if so, you’re definitely losing.” She rubbed her massive cock against Dash’s rump, groaning softly as her thick shaft squished against Rainbow’s toned asscheeks. “Because I still feel pretty darn full...and I don’t think you’ve gotten me off once.”

As if on cue, a splurt of precum burst against the small of Dash’s back. Rainbow bit her lip, feeling the warm, gooey liquid slowly dripping across her coat. The smirk on Twilight’s face looked confident, but she had little doubt that the other mare’s free hand was planted firmly between her own legs, rubbing those two oversized, plump, sloshing orbs she called testicles. Twilight’s ten-incher throbbed again, and Twilight herself pumped her hips upward on reflex, hotdogging her member further against Rainbow’s butt.

“Geeze, forward much?” Dash smirked back. She was getting into this; after three nights of their little meetings, suddenly Twilight’s touch on her hip, on her thigh, on her marehood didn’t feel quite so alien anymore. But it still felt good—there was no doubting that. She cupped one of her breasts and gave it a squeeze, making sure that Twilight saw it. “What, did you want a titfuck or something?”

“Maybe,” Twilight purred. She wrapped her arms firmly around Dash’s waist and curled her fingers around her thighs. They moved gently up and down, stroking the soft fur that concealed the lean, corded muscle that lay there. She adjusted her position, wiggling her hips a bit so that her member rubbed more firmly against Rainbow’s rear. “Or maybe I was looking for something a little more...intimate.”

She caught Rainbow’s clit between her thumb and forefinger and squeezed. Dash squeaked, then blushed. Catching Twilight’s eyes again, she thought she saw a glimmer of hunger there: that same boiling, simmering lust that she’d seen just days before. As if to drive the point home, Twilight gave her hips another playful little jerk. The girth of her fat cock pushed against Rainbow’s rump, reminding her of just what she was packing.

“My, uh…” Rainbow’s blush deepened. She momentarily recalled a rant her mother had made when she was barely thirteen, a low-key speech about what “all stallions want.” She found her own fingers wandering across her clit, her knuckles brushing against Twilight’s. “You want in, huh?”

“That obvious?” Twilight said. She flexed her cock and groaned. “Come on, Rainbow. You’ve been holding out on me. I haven’t gotten to feel what a stallion does—not yet, really.” She squeezed Rainbow’s rump, years of sculpted, firm muscle seeming like plump putty in her confident grip. “Don’t you want to be my first?”

Rainbow Dash nearly gulped. Twilight’s fingers traced out lazy circles around her thigh, and each throb of Twilight’s cock was a physical reminder of the virility and size the other mare possessed. She could have laughed. Twilight wanted Dash to be her first—but she didn’t even know that she had been Rainbow’s first everything. And now...this?

Rainbow’s legs shifted, a bit uncomfortably, crossing as though to try and conceal her pussy from view. She had to admit to herself that even at their last night together, she’d been trying to keep the topic away from real...penetration. She cringed at the word. It was so much more than that—or at least, that’s what she’d been told, and Twilight certainly seemed to think that. And yet…having Twilight inside her—like that—was a far step forward from just sucking on the shaft.

She swallowed. Balling her fists, she made her decision. She’d done this to fuck, and if she had the chance, she was damn sure that she was going to give it a fucking good try. If Twilight wanted to violate her six ways to Sunday, she was going to get it—and all Dash had to do was say one little word.

“Yup.” She smirked, hoping for the dozenth time that week that she looked cockier than she felt. Reaching behind her, she felt for Twilight’s shaft and found it: a thick, turgid slab of stallionhood that was slick with pre and lust. Grinning, she gave it a squeeze, and was rewarded with another splatter of pre against her back. She tried to keep herself from trembling as she turned over on her size, Twilight’s cock still in hand, and planted a kiss on Twilight’s cheek. “I’ve made you wait long enough.”

“Oh, good.” Twilight sighed happily. She returned the kiss, this time with tongue. Rainbow moaned into it, her fingers curling around Twilight’s hair as the other mare pushed her to the mattress. When she came away, Twilight’s eyes were fluttering. Her cock was positioned directly over Dash’s stomach, drooling a steady stream of pre onto her stomach. She wiped a strand of saliva off her mouth and grinned. Her balls, fat and heavy, hung weightily over Dash’s crotch. “Because I really need this.”

She gave Dash’s breast a quick squeeze and then scootched down the bed. Her shaft bobbed beneath her as she walked herself back on her hands and knees, looking bigger and darker by the second.

“Okay, then.” Twilight lined herself up with Dash’s marehood. Dash eyed her with some trepidation. Celestia, but that thing really was huge. How in the world would it be able to fit inside of her? She’d never gotten anything even a third of its size inside of her? She gulped, then tensed when she felt Twilight’s fat, wet flare brushing against her lower lips. Her nethers pulsed with heat and arousal, signalling: Yes, this is what you want. Just a few more inches.

Twilight took a deep breath. Then, looking utterly focused, she pushed her hips forward.

Rainbow’s eyes shot wide open. There was a sharp, searing pain stabbing at her crotch. It felt like a bolt of lightning, like a sharp cut, like a groaning, soaring ache that only increased with each passing second. “Stop, stop!” she yelped.

Twilight did. The second she pulled her hips back, the pain went away. “What’s the matter?”

Rainbow Dash’s heart thudded in her chest like a locomotive. “I—I think you’re too big.”

“...Really?” Twilight blinked down at her. Then she glanced at her oversized stallionhood. A bit of red tinged her cheeks. “I mean, I know I’m a bit larger than most stallions, but I’d have thought that you would at least be able to take some of me.”

Shame warred with guilt warred with pain in Rainbow Dash’s thoughts. She gritted her teeth, cringed, and bit out, “Yeah? Well—you—you’re just way bigger than all of them. Seriously, Twi. You’re just huge.”

Twilight had the almost perverse audacity to look pleased about that. At least she looked somewhat embarrassed about it as well, though. “Huh,” she said slowly. As she scratched her chin, her cock flared again, depositing a good teaspoon of pre over Rainbow’s nethers. “I suppose so…”

“Sorry,” Rainbow mumbled. She’d sunk back into her holy-shit-I-want-to-die mindset in what felt like the blink of an eye. Great, now Twilight was going to think that she was a lightweight. A quitter. And Rainbow Dash was not supposed to be a quitter.

“Got it!”

Twilight snapped her fingers. “It’s not exactly optimal, but it should work for now.”

Rainbow Dash stared at her, frowning, as Twilight’s horn lit up with the familiar glow of magic. Behind her, she could hear a drawer opening; turning around, she saw an odd purple-colored tube floating in the air in front of her. It was fairly long, and looked smooth and squishy. There were a large protrusion on either end—bulbous shapes that, Rainbow Dash noticed with a blush, looked very much like a stallion’s flare.

“Oh, wow. I don’t think I’ve used this in ages,” Twilight said. The tube floated over toward her, wiggling slightly. She giggled. “Not since Moondancer and I had that calculus study party.”

Rainbow continued to stare at it. “Is that…”

“A double-sided dildo? Yes!” Twilight beamed at her. “Sure, it might not feel quite as good as a cute mare’s lady bits”—she gave one of Dash’s breasts a little tap—”but it should definitely be fun all the same. You’ve used one before, right?”

“Oh! Oh, yeah,” Dash said. “Of course.”

“Excellent.” Twilight plucked the dildo out of the air, letting it flop over the side of her fist. It was big—around half again as long as her own shaft, though maybe two-thirds as thick. “I think we’ll get you on it first.” Her smile was almost wicked. “I might not get to be the one causing it, but I am determined to hear you squeal tonight.”

Dash’s ears burned. “Squeal, huh?” she shot back. She fell back onto her pillows, the mattress trembling slightly from the impact. She smirked back up at Twilight. “Do your worst.”

“Oh,” Twilight said, chuckling. Her fingers squeezed gently into the soft “flesh” of the dildo. “I’ll certainly do my best.”

By the time the dildo was lined up with her crotch, Rainbow felt like she was ready. She could feel it prodding against her nethers, not hotly, like Twilight’s, but still retaining some kind of smooth firmness that made her marehood ache to be filled. Twilight met her eyes, and Rainbow nodded in return; an instant later, she felt something pushing against her—and then it was in.

Dash exhaled slowly, her eyes fluttering. She’d never stuck more than a few fingers inside of herself at one time, so Twilight’s toy was a completely alien sensation. It filled all of her, stretching her cunt wide as it slowly slipped inside. Each twitch of her inner walls made it shake and jiggle inside of her, though it retained more than enough firmness to make her dripping cunny clench. She bit her lip, groaning softly as Twilight pushed another inch inside of her.

“Better?” Twilight purred. Rainbow nodded, her eyes still half-lidded. Twilight was softly stroking her belly with one hand as she penetrated her with the other. The dildo’s flare was starting to push against the edges of Rainbow’s cunt, filling her with a greater pressure even as its “medial ring” sent tingles dancing along the edges of her clit. Somewhat blearily, she could see Twilight smile down at her. “I guess this is somewhat more what you’re used to taking.”

“Y-yeah,” Rainbow mumbled. “S-sure.”

It wasn’t, sadly, everything she’d expected. When Twilight’s cock had been stuffed down her throat, she’d been able to feel it—pulse in time with its every monstrous throb. The merest touch of Twilight’s shaft had filled her with a burning, sticky heat, whereas the only heat surrounding the dildo itself was her own. And yet…

She gasped again, her body stiffening as Twilight jerked another two inches inside of her. Then, slowly leaning back down beside her, Twilight began to pull the dildo in and out, gently fucking Rainbow with each inch of the supple, silicon surface.

“You’re such a cute little mare when you’re getting stuffed,” Twilight murmured. Her lips brushed against Dash’s ear. Rainbow gave a primal little moan, her torso trembling as Twilight’s skillful hand pumped the dildo in and out of her. “And I wish I could be the one stuffing you—but I guess we’ll just have to settle for this. After all, I’m just too big for a cute little filly like you.”

Her voice had descended to a sultry, deeper tone. It took on a low, guttural rumble, hard lust layered with velvet. As Twilight’s fingers brushed against Dash’s clit, Rainbow realized that she wasn’t hearing Twilight speak so much as her stallionhood itself, gallons of churning, overflowing lust cascading into promises of sex and domination.

Her hand roamed across Dash’s bust as her magic took over, automatically pumping the dildo in and out like a piston. Dash twitched, panting, groaning as Twilight’s dildo rutted her, piercing her insides with a tightness she’d never imagined before. Twilight’s knuckles brushed across one of her nipples, and her back arched, a shock of electricity sending tremors down her spine. Twilight took the opportunity to slam the dildo back inside of her, Dash’s panted grunts melding with the tempo of the wet schlick-schlick of the toy in and out of her dripping cunt.

“But we’ll get there,” Twilight purred. She massaged Dash’s thigh sensually, her other arm curling around Rainbow’s back and holding her close. Rainbow could feel Twilight’s member grinding against her ass as the other mare pumped her full of thick, flared, silicon cock again and again. “Because I want to show you what a real cock feels like. Because I want to feel what it’s like to be inside you.” Dash whimpered, her thighs flexing as Twilight pulled the dildo out almost completely—before ramming it again.

She could almost feel the curl of Twilight’s lips against her ear, could feel her hot breath against her cheek. “Because,” Twilight purred, “I want to stretch out that cute little pussy of yours until I’m the only one big enough to satisfy you.”

Rainbow Dash’s breathing sped up. The tempo of her heartbeat doubled, sweat dripping down her face as she jerked. She was driving herself downward upon the dildo as much as Twilight was penetrating her with it by now; her tits jiggled with every downward thrust, her whole body tensing, aching, curling with delight as she was filled again and again. Her clit sang with pleasure, her wet, burning lips tingling as she approached her peak for the second time that night—

Her second orgasm was even stronger than her first. Rainbow Dash cried out in pleasure, her eyes rolling back as her climax hit. Waves of pleasure crashed against her crotch, rushing through her veins as her whole body writhed and flexed. When she came off of it, she was panting, groaning, with beads of sweat dripping down her forehead and chin.

She met Twilight’s eyes. The other mare looked pleased, but also somewhat amused. “Wow,” Twilight said, grinning. “I’ve never seen anypony cum that hard from a dildo before.”

Rainbow blushed. Twilight’s grin just widened. The mare herself pulled back up until she was sitting on her knees, then took her still-engorged erection in her right hand. She pulled it forward a few inches, then let it go. It slapped loudly against her belly and lower chest, making her breasts shake and jiggle. Dash couldn’t help but giggle at the sight.

“I’ve got to say, Rainbow,” Twilight said, “I’m looking forward to seeing what kinds of noises you make when I’m inside of you.” She gave her fat shaft another pat, still grinning. “But for now...I think it’s my turn for some fun.”

“Your turn?” Rainbow asked. “What, to use it?”

“Not only me,” Twilight scoffed. She quirked an eyebrow at Rainbow. “It’s for sharing, of course. What’d you think the two flares were for?”

Rainbow tried to ignore her blush. “Oh! Yeah, of course. Duh.” She nodded at the dildo, which was once more floating enclad in Twilight’s purple aura. Some of her juices were still trickling down the sides, drip-dropping down over her crotch. “So how’re you…”

“Just stay down,” Twilight said. “And I’ll take it from there.”

Dash inhaled sharply when she felt the dildo push its way into her marehood again. The nectar from her last orgasm made its entry slick and easy, her walls clenching eagerly around the now-familiar toy. A beat later, a grunt above her announced Twilight’s new position. The other mare had positioned herself just over Rainbow’s hips, her own hips hovering patiently in the air. Slowly, and biting her lip as she did, Twilight lowered herself down onto the top portion of the dildo. With her free hand cradling and massaging her heavy balls, Rainbow was able to snag a glimpse of Twilight’s winking clit: a long, dripping cavity absolutely soaked with her juices.

As Twilight speared herself on the dildo, a look of pure, dreamy satisfaction slipped over her face. She groaned softly, kneading her balls as she let herself slip another inch down. With her magic keeping the toy in place, she moved her other hand to her drooling shaft, wrapping her fingers as far as they would go around her monstrous member. They couldn’t even reach all the way around, but evidently the sensation alone was enough to provide for another splurt of precum over Rainbow’s torso.

Dash gave a grunt as Twilight’s pre splattered all over her stomach. Twilight groaned again as she bottomed out, her crotch touching Rainbow Dash’s. Their clits rubbed together, juices mixing together as each cunt clenched around their visitor. Twilight’s cock throbbed, and somehow Dash could feel the vibrations of her arousal pulsing through the soft, supple surface of the dildo filling them both.

“Mmff.” Twilight’s hand brushed across Rainbow’s chest, giving one of her breasts a squeeze. Now all but sitting atop Dash’s crotch, she began to pump her body back and forth, letting the dildo fill and leave her in a long, fluid motion. Dash groaned in return as the pressure of Twilight’s pussy around the dildo pulled it along with her, all but fucking her by proxy.

“Ooh, yes.” A happy shiver went through Twilight’s body. She squeezed Dash’s breast even harder, the small mound of titflesh squishing between her fingers. “I haven’t been fucked like this in too long.”

Rainbow refrained from telling her that she wasn’t really getting rutted—after all, if it felt good enough for her, then who was she to judge? And, as much as it wasn’t Twilight’s own cock, it still felt real enough. She found her breath growing short again, her clit twitching and pulsing with heat as each one of Twilight’s steady pumps drove the dildo in and out of her like a piston.

Above her, Twilight was panting, her tongue lolling out of her mouth. As if unable to help herself, she had one hand back around her cock. Her fingers looked slender, even tiny, compared to the massive girth of her fat, dripping shaft. Her eyelashes fluttered, her cheeks turning pink as she jerked herself off to the tempo of the dildo fucking them both. Dash could feel her clit sliding across her lower belly, then back over her crotch as their pussy lips met and touched and kissed, sharing in their shared fulfillment.

“Oh, gosh, Rainbow,” Twilight gasped. “Oh, goodness.” With one hand still firmly clamped around her dick, she’d moved the other up to her generous DD-cup breasts, which she was currently groping for all their worth. She gave her erect nipple a squeeze and groaned; oodles of breastflesh oozed past her knuckles as she molested her tits as much as she could. Her “thrusts” were increasing in speed, now, her big breasts smacking against her chest in a steady one-two beat.

She moaned, her head tilting back as her cock throbbed again in her grip. Her hands dripped shiny precum down over Rainbow’s stomach; her balls, full and heavy, bounced up and down between her generous thighs with each thrust. Whenever it was visible, Rainbow could make out the medial ring of the dildo caught between them: wet and slick, glistening with her marecum and Twilight’s own juices.

“Oh, f-fuck.” Twilight moaned again, her eyelids fluttering. Her hand squeezed her dick even harder, struggling to wrap all the way around. The dildo drove its way deeper and deeper inside of them, the tightness of Twilight’s pussy forcing it further inside Rainbow’s cunt than she’d even thought she could take. Rainbow’s eyes bulged, half with pain, half with pleasure. She could feel her biceps flexing, her core tensing as she built up to another peak. And was Twilight...cursing?

“Oh, fuck!”

Twilight’s whole body suddenly jerked, lurching like the tail end of a whip. Her head snapped back, and suddenly she was moaning, grunting, panting as her orgasm hit. Her massive organ flared, and then it was spitting out rope after rope of thick, sticky cum all over Rainbow Dash. Twilight continued to pump her hips against Rainbow’s, her two orgasms mixing together and providing a more massive climax than ever before.

Each spurt of her cock led to another glob of gooey spunk oozing down Rainbow’s chest. As each creamy shot landed on her coat, she felt her body warming up a little more. The jerks of Twilight’s orgasm pushed her over the edge as well, and soon she was moaning too, her body writhing as Twilight painted her fur white.

As Twilight’s climax continued, Rainbow’s whole torso was splattered with white. Stripes of cum, each half as thick as her thumb, were layered over her tits and stomach. Her cleavage held a small river of oozing, gooey spunk, and her face was covered with the evidence of Twilight’s virility. She groaned, struggling to push herself up onto her elbows. Bits of Twilight’s seed, gloopy and full of musk, had dripped down her forehead to her cheeks, obscuring her vision. She grunted and wiped her face clean, smearing her arm with jizz.

Finally, Twilight collapsed—directly on top of Rainbow’s chest. They groaned together, their tits squeezing together, with Twilight’s fat bust oozing over Dash’s more slender figure. Twilight’s still-throbbing cock was caught between them; Rainbow could feel it grinding against her abs, with the flare just barely sandwiched between Twilight’s own cleavage. She felt Twilight’s marecum dripping down between her legs and suppressed a shudder of pleasure.

Twilight was panting. Groaning softly, she let her head fall and nuzzled against Rainbow’s cheek. “Whew,” she murmured, her voice slightly muffled by the pillow. “That was...fun.”

“...Yeah,” Rainbow mumbled. There really wasn’t anything else to say.

Twilight chuckled softly. Moving her hands up until she was all but hugging Dash around the shoulders, she hummed softly and cuddled her a bit closer to the pillow. “Y’know,” she murmured, nuzzling Rainbow’s forehead. “When we’re done here tonight, you can take one of my dildos, if you want. They’re quite a bit of fun, and they might even help.”

“Help?” Dash said. “With what?”

Twilight pushed herself up a bit. From here, she seemed to loom over Dash’s prone form, her fat tits jiggling softly above a cum-covered cockhead that bobbed and swayed in an imaginary breeze. “Well,” she said slyly, “I was kind of serious about getting you to take my length.”

With that, she planted a kiss on Rainbow’s forehead. Dash may have been blushing, but she was smiling, too.

“If that’s what it takes,” she said, and kissed Twilight back.