As Starstep laid on his side, Scootaloo nuzzled into his blue-grey feathers, leaving gentle kisses along the primaries in her muzzle's wake. She glanced up at her friend as he turned his head to watch. They shared a warm smile. “Not nervous?” He shook his head. They'd often made out when they were kids, experimenting and learning about each other. This was nothing necessarily new, but exciting none-the-less now that they'd grown up. This time however, there would be no stopping short of fulfilling desires.

The orange pegasus used her fore-hooves to spread his feathers as she pressed her muzzle between. Her warm tongue wiggled between the shafts, teasing at the sensitive skin than held them. She giggled at the soft moan of delight from Star, licking, and curling her tongue around downy barbs at the bases to pull and dampen their roots as her hooves kneaded like a happy cat into smaller secondary feathers.

All of Scoot's attentions were having the desired effect. The visual of her teasing him, and the sensations that shivered through him, caused his wings to slowly unfurl. Scootaloo shifted as they rose, rubbing her nose under the exposed wing, kissing and licking through the auxiliaries that marked where the wing and body met. Her hot breath brushed across the damp flesh between her tongue's pleasure, making his muscles twitch as a shutter ran though him.

On her teasing went, licking, and nuzzling, the whole while she watched his face, a twinkle in her eye as she caught the minute expressions of his pleasure. She paused to giggle, arcing back her neck to take a few of the black-tips of his wing in her muzzle. She held them in her teeth and narrowed her eyes at her friend.

“You wouldn't...” Star asked, to which she just grinned wider and nodded lightly, “Wait, Scoot, you know Ooooooh buck me.” He squirmed about on the bedsheets, wings locking out as she pulled hard on the feathers, both her fore-hooves digging into his cutie-mark. She released that mouthful only to take up another along his softer, shorter secondaries. Bracing her legs on his mark again, wiggling into his stars with the firm hooves, she gave another tug, eliciting another gasp and oath of painful pleasure from the colt.

The filly laughed and leaned down to kiss along his flank as the colt whimpered softly. She tilted her head, her tongue darting out to trace the horseshoe in his cutie-mark. While her mouth was busy, one hoof glided down his belly. Star watched her, his eyes widening, “Wait...Scoots I...” She smirked nipping his cutie-mark, causing him to shiver in delight, wiggling his hooves.

“Shhhh, Star, just relax.” She giggled at his eyes following her hoof as it ruffled his belly coat tracing down the center till it bumped into the colt's stiff arousal. “Well...except this part.” She flashed a grin, breaking eye contact to look over his side at the engorged member, “Mmm...wow, Star. Makes me wish we'd done this sooner. You've been holding out on me.” She flicked her eyes to him and winked at his hot blush. She left a trail of soft kisses down his flank, around the thigh and wiggled her head between his hind-legs to continue the path of the gentle touches to his sheath. Star did his best to spread his legs for her attentions, now watching down his chest, eyes wide in partial disbelief.

Scootaloo used her shoulder to help brace up his top leg as she opened her mouth to envelop one of the colt's fuzzy balls. The sharp intake of breath from her friend caused her to giggle softly around the hot orb. She opened her mouth, releasing her hold and began to nuzzle around the colt's sheath. She inhaled deeply, sighing in content. The slight musky smell combined with a hint of vanilla. As she kissed up his sheath, she mused on the fact that every pony seemed to have their own scent. At the end of the sheath where his member became furless flesh, she looked up at her friend, smiling warmly, her hot breath from her nostrils washing across the exposed cock. Star returned her smile, a bit of pleading in his bright blue eyes. She nodded, rubbing the end of her nose against his shaft and began to kiss up the length, her eyes keeping locked with her friend's. He flicked his gaze from hers to her mouth's work, muscles slightly twitching in involuntary shudders.

Her soft lips left little spots of wetness from her kisses, her tongue slipping through her lips at each peck as she made her way to the blunt tip of his shaft. She kissed around the head, more little strands of saliva tapering off as she teased at the part that would flare when he came. Then she opened her mouth wide and let the broad surface of her filly tongue run across the flat top of his shaft, scooping up the salty pre-cum and circling his urethra a couple of times. Much to Star's gasping delight. Long delightful licks later, she opened her mouth wider, taking his head into that hot muzzle. Just the feel of engulfing warmth and probing from the tongue had the colt wiggling about on the bedsheets. His hip muscles twitched as he fought the urge to buck into her mouth. Looking down his chest at the filly, he could only groan at the sight of her cute orange muzzle wrapped around his cock, beaming up at him with flushed cheeks. As if his wings weren't already erect, they attempted to stiffened more at the adorable, sexy sight of Scootaloo being so naughty. She bobbed her head a couple times, pulling off the end with a wet pop and giggled, rubbing the saliva around with her hooves. While the colt twisted and wiggled, she licked up and down the shaft, dampening the entire length, leaving the other pegasus panting.

“Star?” He looked down at her questioningly, “Do you like my wings?” She spread out her impressive plumage, a beautiful accent to her long-legged body. He nodded furiously, licking his muzzle as his eyes traced her wings in hungry lust. She smiled, blushing hotly at his stare, “Alright, roll on your back. I want to do something for you, only a pegasus can do. Just for you.” He nodded excitedly again, complying with her request. Fore-hooves tucked to his chest, he readjusted his position, letting his wings splay out to each side of his back. He spread his hind-legs, looking down his chest at the beautiful young mare.

Scootaloo turned slightly to the side, curling out one of her wings till the primaries brushed against Star's twitching cock. The colt inhaled sharply, holding his breath as she flicked her long orange feathers back and forth on his member. He didn't notice exactly when he released that deep breath and began to moan, rolling back his head. She changed her direction, letting just the leading edges of the feathers trace up the underside, pausing to flutter them like a duster at his tip. She drew her wing back, a sticky trail of pre-cum thinning from tip to feathers. She rolled her shoulders, then hunched over, curling both of her large wings around her body to touch the very tips to each side of Star's colthood. Extended as they were, she had little control of their motion, so she began to slowly rock on her hooves, letting her body guide.

Star's eyes shot open and he looked back down. He moaned delirious words at the sight of the orange young mare, rocking back and forth between his thighs, her wings causing tingling pleasures along his entire length. She began to rock a little faster, taking time to flick the tips against the head of his cock on each stroke. He shuddered, whimpering a little. “Scoooot, I...I think I'm close.” She glance up at him, a loving smile upon her lips. She nodded, changing her tactic to a frantic wiggling of her wingtips against the head of his cock. She watched his face as he strove to hold himself back, giggling lightly. “Scoot...can...I...um...” He gasped between words, groaning at the effort to keep from climaxing. “On your wings I mean.” he asked meekly, looking down at the orange pegasus with pleading eyes. Her loving smile shifted to a naughty grin.

Scootaloo halted her double wing method to turn more to her side, curling her wing slightly under his shaft and using a hoof to bury the member in the soft plumage. With a combination of her hoof, wing and rocking of body, she stroked Star's colthood through her feathers. Starstep watched through half-closed eyes, bucking his hips slightly into the wing, catching glimpses of the head of his cock as it slid out of the hot blanket of sensations. The head was flaring, and the visual aspect of rutting Scootaloos beautiful wing finally pushed him over the edge.

With a cry of release, the colt came hard, his hips slightly bucking as treads of his sticky spunk spewed out into the caressing feathers. Scootaloo moaned with him, feeling the throbbing member tucked in her sensitive wing as she slid a hoof down her body to tease between her own thighs. She played with herself a bit as Starstep rode out his first orgasm with another mare, delighting in his facial expressions, and sight of her wings dripping in his seed. Slowly, the colt's breath slowed, and he regained his senses, his glazed over eyes glanced about for a moment before latching onto Scootaloo's. He beamed a smile down at her, “That was...wow.” She giggled and nodded, uncurling her sticky wing from his member.

Scootaloo crawled up his belly and kissed him passionately. Star returned the loving kiss in equal measure, then softly rubbed his nose against hers as his fore-hooves wrapped around her shoulder. She grinned and booped his nose, “I need to get cleaned up and give you time to recover big colt. Need you ready for the main event.” He raised his eyebrows, “What, you didn't think I was letting you off with just a wing-job did you?” She giggled and kissed him lightly before whispering into his ear, “You're going to rut me and you're going to like it.” She pulled loose from his embrace, smirking at the colt as she wandered into the bathroom, shutting the door behind her.

Starstep laid on his back as his wings slowly relaxed, his fore-hooves tucked behind his head as he listened to the pattering of falling water and faint moans of Scootaloo. He figured she had been just as turned on by the kinky wing-play. He took a moment to berate himself for not tending to her needs but knew he was far too dazed afterwards to be of much help.

__________________________________________________________________

At least twenty minutes later, the water faded and the door clicked open. Scootaloo stood with a towel wrapped around her midsection, hair wet and drooping to frame her seductive eyes. He could feel his wings begin to stiffen at such a cute and sexy sight. Sashaying across the small room, she reached the bed and kissed the colt, “Mmm...like what you see?” He nodded quickly, “Alright Star, since it's your first time, do you know what position you might like to try? I'll let you lead.”

Starstep tilted his head in thought, looking the damp orange pegasus over, his eyes lingering on her cute muzzle, wings and flanks. “Erm...traditional, if that's ok.” She smiled and nodded. The filly slid her front half onto the bed, fore-hooves tucked under her chest, her rump slightly raised in the air. She giggled and winked at the colt, waving her toned plot back and forth.

Wasting no time, the blue-grey colt slid off the bed and circled around presented rump. He licked his muzzle as she waved her tail to the side, turning her head to watch him as his eyes widened at the sight of her plot and mare-hood, already damp from her excitement. She giggled as the colt pushed his nose between her flanks, hot rushes of air causing her legs to quiver as he deeply inhaled her scent. A faint hint of raspberries and oranges, he wasn't sure if it was her shampoo or the filly itself that gave off such a tantalizing aroma. Dismissing it as unimportant, he rubbed his nose up and down the glistening pink slit, grinning at the pleased noises she made in response. He turned his head, slipping his broad pony tongue into the slit, curling at the edges to scoop up a little of her juices. It didn't have much taste, but it smelled more strongly of her scent.

Long teasing laps, darting tongue explorations into her folds and an accidental bump of his nose against her plothole had the mare dancing lightly on her hooves. Juices from her excitement covered her mound, and left small sticky furrows through her inner thigh coat. Her wings had long since stiffened and she moaned softly into a pillow she had tucked under her head, “Star...” She whispered, “Mmm...Rut me already you crazy colt.” She grinned back at him, wigging her plot again and raising her tail invitingly.

Needing no further incentive to do as she asked, the colt removed his mouth from her flanks and raised up on his hind legs, resting the barrel of his chest against her tailbase as he slid his body into position. He grasped at her sides, tucking his fore-hooves against the front edge of her flanks as he worked his hind legs and hips closer to the presented mare. After a few futile stabs at the air, his hardened colthood bumped against her thighs, resulting in a soft moan of delight. A little maneuvering between the two of them and he found the head of his cock pressing against the moist opening. He leaned forward to whisper in her ear, “Ready Scoots?” She nodded, pressing her hips back against that prodding tip, parting her folds just slightly. Taking the invitation, he colt rolled his hips forward and clenched his eyes, moaning loudly as he slid into her tightness. He held himself in her, panting as he felt her clench up around his entire shaft . Scootaloo giggled at his reaction.

“Mmm...so...how is it?” She looked over her shoulder at the stunned colt. He could only grin through half-closed eyes. She laughed softly and gave a little coo of pleasure as she rolled her hips back, hilting him fully. “Come on Star....rut me already you big goof.”

Star bit his lip as Scoot pushed herself the rest of the way on his shaft and choked out a gasp when he realized he had been holding his breath. Hesitantly, he arced his back, rolling back his hip to draw his shaft outwards but not leaving her tight warmth. His confidence grew a little as instinct started to take over. His hips rolled forward suddenly, impaling the filly in a sudden thrust, to which she gasped and moaned in pleasure. “That's it Star, harder!” she pleaded.

The colt rocked back and forth, a little firmer, a little more practiced with each motion. Even over the heartbeat in his ears, he could hear her moans, gasps and whimpers of delight as he sped up to a pleasurable pace. His hips rammed hers on each full hilting. The wet sounds of her flesh being tugged and pushed by his cock filled the room. Slight ruffles of their wings as one or the other would flap the stiffened appendages in quivering ecstasy. It was a chorus of carnal lust, and at the back of his mind, Star was glad the quarters had thick walls.

Being his first time, despite the earlier release of his tension, Star could tell he wasn't going to last much longer. Scootaloo, despite her submission position was driving him wild with her muscular clenches around his shaft and teasing flicks of her tail up against the undersides of his wing. He gritted his teeth willing himself hold back. “Scoot...I...want you to cum.” He pleaded at the young mare he was rutting so passionately. She nodded, biting her lower lip as she moaned.

“My... wings...bite. I'm almost there.” She shut her eyes tight and wiggled under his body. Starstep nodded, though she couldn't see, slowing his thrust but increasing their force as he arced his neck out to take a leading edge of her wing in his mouth. He gripped it in his flat pony teeth and bit down firmly, giving a tug with his head as he gave her three extra hard drives of his colthood. She cried out, shuddering under his body and squirmed around on the pillow as her hips pressed themselves back against him. He could feel her walls milking at his length as he resumed rutting the mare as she rode out her orgasm. Just the expressions on her face almost drove him over. He closed his eyes, letting his mind wander as it would as he focused on finishing, just a little more. He could feel his head flaring inside her, dragging on her still convulsing walls.

He climaxed, shouting out, his body going rigid as the first few, almost painful spurts of his cum filled Scootaloo. His forelimbs gave out and he slumped over his lover's body, his colthood throbbing out a handful of gushes till it too began to soften slightly. In a haze, he remembered slipping out of the mare, noting the juices that rushed out as he did, a faint voice in his head chided him for making a mess on the hardwood floor. He could feel Scootaloo coax him into bed with her, helping the two of them find a comfortable position to cuddle. She kissed him and gave a nuzzle under his chin before tucking her head against his neck. In his fading consciousness, he could make out soft crying and the faint words, “I love you Star.”

Then all was black.