Lily (OC) x Rainbow Dash x those three bastards who made fun of Dash (I forget their names)

Thanks to Epoch Win for the request!

This chapter will contained humanized clop, along with an OC from my own original story

Categories: A Different Kind of Love, Revenge, Lily/Liliana, Rainbow Dash

Warnings:

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“Flight Lesson”

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“Are you sure you want me to visit Cloudsdale?” Lily asked, arching her eyebrow. Rainbow Dash bounced on the balls of her feet, nodding energetically.

“Yup! I’ve got something planned, and I need your help with it.” Lily narrowed her eyes as if she were expecting something else, but Dash didn’t share. They stood opposite one another, one of them suspicious, the other just smiling.

“Are you… Going to tell me what it is you have planned?” Lily finally asked. Dash grinned and shook her head.

“Nope. Just show up. I promise you, it’s right up your alley.”

“Dash… You DO know I’m a whore, right? I doubt anything having to do with flying is ‘up my alley.’ Let alone inside my price range.”

“Oh, shut up and come with me to Cloudsdale.” Dash rolled her eyes and slapped Lily’s arm. Lily sighed and rubbed the spot, feeling apprehensive nevertheless.

“Fine. As a favor to a friend. But give me a day or two? You know I can’t just fly there. I’d pass out halfway. I’ll probably take the train to Appleoosa and fly from there.”

“Awesome! Can you make it by tomorrow?” Dash jumped up excitedly, flapping once or twice before settling back on her toes. She beamed, her lips split in a wide grin. Whatever it was she had planned, Lily had no doubt in her mind that it was mischievous… Possibly even illegal.

“I’ll see what I can do. I gotta go, Dash. See you tomorrow. If not, I can at least make it to Appleoosa by tomorrow.” Lily wrapped the happy avian in a quick hug before slipping back inside Maggie’s. Her friend, mentor, and boss was waiting for her, arms crossed.

“What was that all about?” She asked gruffly. Whenever Rainbow Dash was around, trouble usually followed her. Maggie was right to be wary of the avian’s unexpected arrival.

“She wants me to go to Cloudsdale tomorrow… She didn’t say why, only that it was important to her.” Lily sighed and rubbed her eyes. For as late as it was, she was surprised Dash came by at all. What was the avian doing in Canterlot this time of night?

“Hmm. You going to go?”

“I think so. Dash is a friend, after all…”

“Welp. Your choice.” Maggie gave Lily a quick hug before pulling away. “I’m not gonna stop you. Have fun.”

“Thanks.” Lily muttered. She looked down at the sparse group of people in the lounge, wondering if it would even be worth it to try and get another customer tonight… There were hardly five of them left. Sighing, she gave up for the night and decided to go to sleep… She was going to have a long day tomorrow.

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“Hey there sexy.” Dash swooped in from nowhere, flapping to pull up next to Lily. “Glad you could make it. Have a nice trip?” Lily was panting, lathered in sweat, and already halfway exhausted. Flying from Appleoosa to Cloudsdale was a challenge for an out-of-shape avian such as herself. At least, this form was out of shape. Lily, being a changeling, could shift into any form she wanted to take. Magi, avian, human, nothing was out of her reach. Her physical disposition when she shifted, though, was a different story entirely. Whenever she neglected one form or another, she tended to become weak. As it were, no one wanted to make love to a whip-tight, flat-chested avian, and Lily had very little reason to fly around anyways. For the past six months or so, she hadn’t once shifted into the Avian named Dancer.

In short, she was out of shape.

“Fuh… I need to sit…” Lily panted, her wings slowly becoming less and less coordinated.

“Over here.” Dash took her arm, guiding her over to the nearest cloud. With a loud groan, Lily collapsed onto it, sprawling out to let her muscles recuperate from the grueling flight. “I forgot you’re probably not fit to fly… Sorry, Lily.” Dash muttered, rubbing the back of her neck.

“’S fine…” Lily groaned, waving a hand nonchalantly. “I’ll live…”

“Heh. Anywho.” Dash flopped down next to her. “Lemme tell you what I have planned.” Lily continued to breathe deep and hard, but she listened intently to Dash. “There were these three guys who gave me a really tough time when I was a kid in flight school. Calling me names, bullying me, all that jazz… Then get this. A little while ago, I win the best young flyer competition. Suddenly they start kissing ass, trying to be my friend, even when they gave me shit just earlier that day. Well, Karma’s a bitch and Dash is her name, so I want to get some good old-fashioned revenge on them.”

“And how…” Lily groaned, slowly raising herself up. “Does a changeling whore factor into your plans for revenge?”

“Well, we can’t kill them or beat them up… But there aren’t any laws saying we can’t fuck their brains out, right? So here’s the plan. I want to invite them out, saying ‘oh we’re gonna bury the hatchet’ and be friendly and smiling and all that… They, being the stupid pricks they are, will agree. Then you and I jump them, fuck them senseless, and leave them lying in a puddle of spit and semen.”

Lily had to admit, she was beginning to like this plan.

“Alright, Dash.” Lily nodded. “I’m in. Just as long as I don’t have to out-fly them, all should be well.” She smiled as Dash gave a girlish squeal of delight, jumping up and down for a few moments before hauling Lily to her feet and giving her a crushing hug. It was followed by a strength-robbing kiss, and the feel of Dash’s rock-hard body against her own was not unwanted. When Lily was finally released, she sagged visibly, her knees weak.

“I am REALLY out of shape…” She panted.

“Haha. Come on, we’ll do this at my place.” Dash gave Lily’s rump a firm smack, making her jump with a soft yelp of surprise. Blushing slightly, Lily followed Dash the rest of the way into Cloudsdale, thankful the flighty avian decided to slow down just so she could keep up. By the time they arrived, Lily was halfway exhausted once more.

“I gotta lay down.” She panted, slipping into the front door. Sweat ran down her body in rivulets, and her chest rose and fell rapidly.

“Sheesh… You gonna be okay?” Dash teased, giving her shoulder a soft rub.

“Water and a shower. I’ll be good.” This wasn’t quite as tired as she had been for one customer in particular… Lily grinned at Dash before excusing herself to the bathroom. “Mind if I help myself?”

“Only if you don’t mind me joining you.” Dash followed her to the shower, and together, they stripped bare. Lily smiled and teased as best she could, but mostly just enjoyed the feeling of washing the sweat and exertion from her body. She and Dash kissed now and then, but they had a mission. And that mission required both of them to be in tip-top shape. Dash was done first, leaving Lily to freshen up more while she went to lure their targets back to her place.

“I’ll be back in about an hour. Maybe less. Are you going to be ready?” She asked. Lily nodded, despite the burning in her muscles. “Alright. Water in the kitchen, and you can have any one of those energy bars. They usually help me out when I need it most.”

“Thanks.” Dash went off, leaving Lily alone in her home. She enjoyed the shower for a few more minutes before exiting and drying herself off. Despite the morning of rough exertion, Lily felt surprisingly refreshed. Her muscles ached, but it was a reassuring kind of ache. Like the kind one got from a strenuous workout. Now, as she pulled her clothes back on, she was in the mood for a cool glass of water and maybe a small bite to eat. She retrieved both, and sat on Dash’s couch, waiting.

True to her word, Rainbow Dash returned within the hour. By then, Lily had drank two glasses of water, and was feeling surprisingly recharged. Maybe she should have worked out more. Thankfully, she heard them approaching before they arrived, and when they pushed through the front door, Lily was waiting.

Dash spun around and grabbed two of the men with her, leaving the third open. With a joyous cry of an ambush well-prepared, Lily sprang on him. Wrapping her legs around his waist, she assaulted one of the three rather large and stocky avian, her weight driving him back against the wall.

“What the-?!”

“Shut up.” Lily grinned as she pinned the larger man to the wall firmly. Her forearm pressed into his throat, her hips pinned against his. “And fucking kiss me.”

“Hmm-!” He grunted as she mashed her lips against his, her hips roughly grinding against his. Invariably, she felt his desire rise, pressing against her pubis through the few layers of fabric they were wearing. Judging by the sounds of hot panting and groans coming from nearby, Dash was meeting with her own brand of success. No more playing around, this was happening for real… Lily pulled away to strip her top off, her flat chest bared to the buff, stocky avian. His long bangs hid his eyes, but she could tell they were trailing up and down the slight, toned curves of her stomach and hips. She smiled and ran a hand down his front, purposefully rubbing his cock through the front of his jeans.

“Aah, hey-“ He started to protest, but as Lily pushed against it more firmly, he groaned and arched his back.

“No complaints.” She teased, leaning in to bite at his neck. Judging by the way he inhaled sharply, she hit a sensitive spot.

“Bed.” Dash panted from nearby, her own top shed in the exchange. “Now.”

“Let’s go.” Lily grasped a fistful of the brute’s shirt, tugging him away from the wall. Despite being close to twice her size, the large avian stumbled as she pulled him down the short hall and into Dash’s bedroom. She hadn’t noticed it before, but Rainbow Dash had gone in for a larger bed. All five of them could easily fit upon it now, as opposed to maybe three. Lily grinned as she shoved the big guy back towards the bed. He stumbled a little, but as soon as the back of his knees hit the edge, he fell onto his rear. His two friends followed after shortly, all three of them sitting facing two very assertive and very sexy women.

“Wh… What’s goin’ on?” One of them muttered, his shorts tented at the front.

“Just some good, old-fashioned payback.” Dash grinned at them, her fingers peeling her pants down and off. Lily followed suit, both of them now completely nude before the three men. Despite their large stature and obvious muscle advantage, none of them moved. They were possibly stunned. But whatever it was, Lily wasn’t going to let it pass. She and Dash moved forward, their fingers finding the button on the front of the outside men’s pants. Rough and fast, they stripped their pants off, exposing three twitching, massive erections. Dash and Lily wasted no time in opening their mouths and setting to work.

Lily could tell right away these three stood no chance. While Lily and Dash worked on the outside one, their hands joined together to massage and stroke the one in the middle. Saliva and moans came in abundance, each party groaning and moaning as the two women worked their magic. What Lily had in talent and technique, Dash had in exuberance and speed. Nevertheless, both men came at the same time, grunting as their seed filled two mouths. Lily and Dash swallowed it all, meeting in the middle for a whimpering, sloppy kiss. They drooled a healthy mixture of cum and saliva directly onto the one man who hadn’t quite received any oral attention yet. He groaned, even as his two friends dissolved into soft fits of panting. Lily and Dash really hadn’t taken that long to make the first two cum.

“Haah… H-hey, not s-so fast…” The man in the middle groaned. He was looking down at Lily and Dash as they made out above his throbbing cock, but all he did was elicit a devious grin from both women. “Are you… Fuck, you’re serious, aren’t you?” He moaned. Lily nodded, and Dash moved her lips in… “Hng! Aahh…” Dash immediately took all that she could, moving her lips down to the base of his throbbing member. She groaned, making his back arch, and Lily pushed the man on her right aside so she could slowly straddle his waist. While Dash sucked him long and hard, Lily swung her leg out, pushing him down onto his back.

“I can’t… I’m gonna…”

“Cum?” Lily teased, dropping her hips until her wet center slid against his stomach and the tip of his hips.

“Y-yeah…” He breathed. Dash released him with a heavy breath, and slowly guided his head upwards… Lily threw her head back, her long braid of black hair whipping out into the air. When his head spread her wet lips apart, she hastily dropped her hips, burying his entire shaft deep inside of her. The reaction she got was priceless.

“C’mere, you two.” Dash pulled the other two men together, taking up the other half of the bed. Lily moved her hips back and forth as she watched Dash start to arouse the two spent men again. Rubbing one with her hands as she licked the other, both of them were soon hard and ready once more. She straddled one and kept sucking the first, that way she could please both at the same time. Lily bucked her hips faster, intent on making this man submit so she could help with the other two.

“I’m cumming!” He grunted suddenly, his wide hips bucking beneath her. Lily rode him like an expert, countering every strong movement with a deft, agile one of her own. He kept trying to roll, but Lily would lean the opposite way, keeping him from pinning her, her hips still riding him out. With a loud gasp, his hips bucked upwards, and Lily arched her back. She felt him twitch and pulse within her, spilling stream after stream of thick, creamy cum. She smiled down at him as he finally finished, panting and groaning.

“Move over, Dash… I need another.” She crawled off of her target, leaving him panting as she approached Dash and her two.

“Aww…” The brash avian panted as she pulled her lips off of one throbbing cock, quickly to be replaced by Lily. The next two men didn’t last very long, either. Sweating already, they quickly worked up to their next orgasm. Lily and Dash were relentless, working hips and lips together to make the next two orgasms happen as close together as they could.

“Not yet.” Dash panted. She seized the opportunity immediately after one orgasm to insert his still-throbbing member back inside, keeping him hard with several insistent thrusts of her own. Moaning, the poor avian couldn’t do anything except sit underneath the two of them, subject to Dash’s expert touch. By now, the other that Lily had ridden to orgasm was aroused once more, along with the one that Lily had been sucking off. She beckoned him forth as she pushed the first inside of her, exposing her rosebud to him.

“Think you can handle me back here?” She teased, waving her hips side to side seductively. All the poor guy could do was nod stupidly as he waddled forward, stroking his thick member. Lily lifted and dropped her hips to keep her man hard while she was slowly, gingerly taken from behind. “Aahn… That’s good… If you’re lucky, you guys just might make me cum before this is all said and done…”

“Ooh, are you taking him in your ass?” Dash groaned, drawing Lily’s attention. She nodded with a teasing smile, as if to say ‘I’m doing better than you, aren’t I?’ Dash took that as a challenge, the scowl on her face betraying her intentions. Lifting her hips, she took a moment to readjust before inserting him into her rear, groaning as her head was thrown back in sheer bliss.

“Come on, boys.” Lily smiled as she pushed her hips back, taking both men deeper inside of her holes. “Show me what you got.”

“I’m in way over my head…” One of the guys groaned before settling his hands on her hips. She closed her eyes, letting the pleasure flow fast and free… She wasn’t able to move much at all, but she didn’t have to. Both men she was with started lifting and moving their hips in time, groaning and grunting as they took advantage of her. Lily handled it. She could take this. This she was used to. Her legs quivered as she was filled and voided in both her front and back, over and over, fast and rough. Sweat broke out on all of their skins, dripping down their bodies until the sheets beneath them were damp with it. Dash and her man were done, so Dash took it upon herself to kiss and lick Lily’s breasts. Moaning and shuddering, Lily came, but couldn’t stop the other two men.

“Close.” He panted, still thrusting into her ass. Lily shuddered at the breathless words, her muscles flexing to urge him on. “Cumming! I’m cumming!” With one last, exasperated grunt of fulfilled desire, both men spurted wildly up into Lily’s twitching core. Both holes were filled to the brim with stream after stream of thick cum, the sticky mess oozing out when it no longer had anywhere to go. Lily shuddered as she pulled away from both men, leaving them with flaccid members and no breath. Dash pulled her off the bed, and together, they looked down at the panting, tapped men.

“Oohh…” Lily shuddered as Dash ran her fingers over her dripping holes. The avian grinned as she raised cum-covered digits to her mouth, licking them clean.

“Hmm… Revenge tastes so sweet…”

-------- Notes from the Author --------

Not gonna lie, my heart wasn’t in this one. My apologies to Epoch Win. Apparently, awesome user names don’t guarantee amazing clop.

I don’t know why I couldn’t do this one very well… I did the same thing I always do. Come to work, drink my rockstar, and write… It just didn’t flow well. Granted, it could be because I didn’t know the name of any of these three… You know who they were, the three bastards that kept calling her “Rainbow Crash.” I didn’t really feel like researching it, and their personalities are so flat and idiotic that It’s difficult to give this chapter any backstory… I find when I don’t build into the clop with at least a little bit of story, it never turns out very well… So, this is another blemish on an otherwise prolific and long-winded career of clop writing. Not the first, and it likely won’t be the last… Again, my apologies to the requestee.