Chapter 1
It was a normal day. Butterscotch finished up with his chores early and was now being the spectator for Rainbow Blitz's practice. Butterscotch loved watching Blitz preform, marveling at even the simplest stunts. He would always stare in wonderment at the moves he could never dream of pulling off. However, it was his own little secret that it wasn't only the tricks he was interested in, but also in the pony doing them. Between each trick his attention would be solely on the flanks of the athletic pegasus.
After finishing a trick involving shaping a cloud into a ring and dissipating it with a nose dive through it, Blitz's wings were telling him that today's practice was over.
“Wooo,” Butterscotch called in the loudest voice he could muster, just noticeably louder than his normal voice.
“Hold your applause,” Blitz said, landing and stretching his wings, “trick's not quite done yet. Supposed to end in a Rain Boom but haven't been able to get to speed fast enough.”
“Still more than I could do,” Butterscotch replied, standing up and brushing dirt off himself.
“More than most pegasi could do,” Blitz proudly said, giving his cocky grin.
After Blitz finished with a quick stretch, the two of them started their way back to Ponyville.
“Hold up,” Blitz called after walking for a few minutes.
Butterscotch was about to ask what it was, but when he turned to ask he lost the ability to speak. Blitz had to stopped to take a drink from a stream they had walking near, and in doing so had placed his rear right into Butterscotch's face. His bending over lifted his ass up and showed it off quite nicely, his short tail did little to hide anything.
Butterscotch couldn't look away and was too nervous to move or say anything. At the sight his penis started unsheathing and wings spread out. The object he so often admired from afar were now only inches from his face. He can only think of how much better his ass look from here than he ever before. Soon Butterscotch found himself at full mast, completely entranced in Blitz's tones flanks.
“Ahh, that's better,” Blitz said, hearing a “eep” from his friend as he straightened up.
Blitz badly startled the timid pegasus, and in doing so caused him to jump onto his hind legs. However, Butterscotch's wings choose that moment to close , which caused him to lose his balance and fall to his back.
“Wow,” Blitz started saying, turning around. “What's ...” Blitz didn't get any farther in his question, seeing exactly what the problem was.
It was Blitz's turn to be speechless. He was staring at what was the most beautiful cock he has ever seen. Blitz hasn't had a ton of experience, but was not one to let social norms stop him from doing what he likes and has been with some colts and fillies. He knew he loves having his ass filled, and Butterscotch's cock looked perfect to do that. It was a deal larger and girthier than average, but not so much as to hurt. It's glands was very bulbous, looking like it would flare nicely, and the entire cock was black with a few pink patches.
Blitz decided he had to have this wonderful cock fill him, nearly drooling at the sight of it. He knew what he wanted, and from appearances it seemed like Butterscotch was interested as well. He just had to get Butterscotch to admit it.
“Well,” Blitz said, taking a step toward the prone pony, “looks like a horny little pegasus couldn't keep his eyes off my ass.” He finished with a predatory look in his eyes.
“I'm so sorry,” Butterscotch exclaimed getting to his hooves and galloping away with his head down.
He soon stopped when he hit something soft. He looked up to noticed he ran into Blitz who must of dashed ahead of him.
“Scotch, why did you run away like that?”
“Because you think I'm a pervert and your right,” he responded, tears starting to form in eyes.
“Scotch, do you really think I care about that?” Blitz asked, working to calm him down, but still seeing the tears starting. “Besides,” he continued; stepping back, lifting a foreleg, and showing his barrel, “you're not alone.”
Butterscotch's worries were dashed when saw what Blitz meant. Blitz's cock was out and was proudly standing firm. He was on the smaller end of average length, but with as girthy as any other, and was a solid dark color. Seeing his friend aroused caused him to freeze up again, his worries fading into the moment.
“The only question is,” Blitz started, stepping up to Butterscotch then whispering into his ear, “You want to do something about it?”
Butterscotch was still is shock from all of this; his eyes now glued on his friends arousal, mind swimming with it meant. However, he was able to muster up all of his courage to give Blitz a small nod.
“Well then,” Blitz said, turning around and getting ready to take off, “Why don't we take this to my place?”
Blitz soon took off with Butterscotch not far behind. Blitz knew he had to keep the tension on Butterscotch, knowing Butterscotch might start to get nervous if he began to think too hard. He kept his tail high as he flew, even giving a shake now and then, to give Butterscotch a good show. He knew it was working, as every time he looked back Butterscotch was looking straight at his behind. Butterscotch's mind was going a mile a minute, though most thoughts were of how great Blitz's butt looked, finally not feeling so guilty about having those thoughts. There was also excitement and fear going though his head, but the inertia from his choice to go with Blitz was keeping him from backing out.
It wasn't too long before they reached Blitz's house. Blitz opened the door and invited Butterscotch to go in ahead of him. Butterscotch slowly walked in and was about to ask what to do when he felt something warm and wet circle his balls.
As soon as Butterscotch was ahead of him, Blitz used the opportunity to give Butterscotch's quite hefty balls a good lick. Butterscotch quickly let out a soft moan as he felt his friend's tongue explore his balls. Blitz circled his tongue around those large balls, popping one in then out of his mouth causing Butterscotch to quiver. Butterscotch turned his head to watch what his friends was doing, and noticed they were still standing in the open doorway.
“P-please,' Butterscotch managed to squeak out.
“Please what?” Blitz taunted letting between licks.
“Can we please so inside?” Butterscotch responded, breath heavy but nervous standing in the open doorway.
“And?” Blitz continued to tease, taking a ball into his mouth again.
“Can we please go to you bedroom and have sex!” Butterscotch tried to say all at once, closing his eyes in nervousness.
He felt his ball leave the warm confines of his friend's mouth and was aware of the door closing behind him. His eyes still closed tight, he felt Blitz waked past his. A moment later, he opened his eyes to see Blitz standing in front of his bedroom door, seductive look on his face.
“Well, what are you waiting for?” Blitz asked.
Blitz didn't think Butterscotch moved faster in his life, his nervousness being replaced with eagerness after Blitz's assault on his balls. Once Butterscotch was inside, Blitz stepped in and closed the door behind him. Butterscotch looked around the room for a moment before turning his head toward Blitz, unsure.
“On the bed,” Blitz said, smirking. Butterscotch followed his instruction, sitting down on his bed.
“On your back, and no trying to hide anything,” Blitz instructed further, stepping closer.
Butterscotch obeyed, lying back, resting on his forelegs and spreading his hind ones. His large, fully erect cock stood straight up in all its glory.
“My, what a horny colt we have here,” Blitz said, now standing right in front of Butterscotch. “What made you so hard?”
“Y-you did,” Butterscotch replied, anticipation event in his voice.
Blitz moved a wind towards Butterscotch's stiff member and lightly touched the head with one of his feathers. Butterscotch let out a gasp as the feather brushed against his cock, falling onto his back too overwhelmed to support himself. Blitz brushed his feather up and down his friends shaft, taking time to truly marvel at the beautiful cock. Blitz licked his lips and relaxed his glutes thinking how that cock would feel like inside him.
“Me?” Blitz asked, twirling his feather around the head of Butterscotch's cock, causing Butterscotch to shudder. “How could I of caused a colt to get this hard?”
“Because I was staring at your strong ass,” Butterscotch answered. “Because I'm a pervert who stares at your ass every chance I get and masturbates thinking of how they would feel,” he continued, finding himself unable to stop.
Butterscotch had his eyes closed tightly, anxious after spilling everything. He felt Blitz's feather leave his cock and was afraid he offended Blitz. That is until he opened his eyes again and saw what Blitz was up to. Right in front of Butterscotch's face was Blitz's ass. Butterscotch thought he got a good look at it earlier but here the view was so much better. It was inches away from his face and was all he could see, which was more than fine with him. He could smell the sweat from his earlier workout, the musty smell overwhelming his senses.
“Well, this is what you wanted, isn't it?” Blitz asked playfully. “Why don't you show me some appreciation?” he teased, giving his ass a little shake.
At his command, Butterscotch lifted his head and gave Blitz's cheek a small kiss. The toned muscle and soft skin felt so good against his lips, and got a small taste of his salty sweat. As he pulled away he realized this was the first kiss he gave another pony, and it was to his friend's ass. The thought embarrassed him, but the thought of how dirty he was being caused his cock to throb.
“Heh, seems you enjoyed that. Now how about the other side?”
Butterscotch lifted his head to Blitz's other cheek, giving that one a much deeper kiss, getting a much better feel of his flesh as well as a much better taste of his sweat, which Butterscotch decided he loved.
“That was pretty good, but we both know what we really want,” Blitz said as Butterscotch pulled away. Blitz lowered his ass toward Butterscotch's face until it was nearly touching his snout. “Go ahead.”
That was all the encouragement that Butterscotch needed. He hungrily starting licking as much of Blitz's butt as he could, savoring the salty taste of his sweat. Butterscotch couldn't get enough of trying to feel every bit of Blitz's flesh pressed against him. He kissed and licked every inch, even taking a moment to give Blitz's balls a few licks, paying Blitz back for earlier, greatly enjoying their even muskier flavor.
Butterscotch whimpered as Blitz pulled away from his exploring tongue, but was silenced when Blitz lined his tail hole up to his mouth and lowered it back down. Butterscotch didn't waste anytime in digging his tongue into Blitz's hole.
Blitz breath was becoming quite heavy. Having his ass worshiped was so HOT! He didn't bother suppressing a moan as Butterscotch starting hitting his sensitive spots. Butterscotch's tongue was doing an amazing job at relaxing his hole, which he knew he would need if he was going to take Butterscotch's large cock. While thinking of his friend filling him, he remembered he also badly wanted to taste the beautiful cock.
“No wonder you have difficultly flying with this monster between your legs,” Blitz stated, taking the cock in his hooves, lining it up with his mouth.
Butterscotch was too lost in Blitz's ass to notice what he was about to do with his cock. He did stop when he felt Blitz's tongue press against his median ring and let out a whimper when he felt it work up to his cock's head. Blitz continued his work on the large cock, licking down to the ring and back, working on tasting the entire top half. Butterscotch could barely process the new sensations Blitz's tongue was giving him.
Blitz loved the taste and feel of the wonderful cock and had to feel all of it. Blitz was getting really worked up thinking of how this marvelous tool was his to do what he wanted with and Butterscotch would eagerly go along with it. Blitz's cock was getting so hard he felt like it would explode. Once he licked every inch of Butterscotch's cock he could reach, he went up to the head, licked the top getting a small taste of pre-cum, then took it into his mouth. Butterscotch, who was mostly a puddle at this point, let out a muffled moan as he felt his cock get engulfed in Blitz's warm mouth.
Starting to get annoyed with Butterscotch's lack of action, Blitz started rubbing his ass against Butterscotch snout. Quickly getting the hint, Butterscotch took Blitz's flanks into his hooves and pressed the toned ass into his face. He started wildly licking around and in Blitz's tail hole, too preoccupied for any finesse. It still felt amazing anyway, Blitz loving both Butterscotch's tongue in his ass and his cock in his mouth.
Blitz tried to get as much of Butterscotch's cock in his mouth as possible but was unable to take as much as he wanted, his previous encounters not coming close to preparing him for this monster. He settled with taking what he could and circling his tongue around the head and shaft, drawing out whimpers and pre-cum from his friend. He vowed he would take more of this beast in the future. Blitz knew he couldn't continue much longer or his fun would be over before he got everything he wanted.
Butterscotch took in a deep breath when Blitz's ass was lifted from his face and let it out when his cock was freed from Blitz's mouth. Blitz turned toward Butterscotch and looked into his half-closed eyes, both of them breathing heavily.
“I hope that was everything you thought it would be.”
“Yes,” Butterscotch whined in response.
Blitz smiled. “Good, but we're not done yet,” Blitz said, now straddling his friend. “Isn't there one more thing you want?”
“Yes!” he exclaimed, cock now resting between Blitz's cheeks. “Please can I fuck your ass?”
“Thought you'll never ask,” Blitz said getting off him. “But you won't be fucking my ass, I'll be fucking your cock.”
Butterscotch watched Blitz get off the bed and get a bottle out from under it. He quickly discovered it was lube as Blitz poured some on his cock and started covering the whole thing with a thick coating. He couldn't help but moan as Blitz's hooves rubbed his cock to cover it with lube. Once Blitz was satisfied, he spread some lube on his relaxed hole and straddled his friend again. Blitz let the lubed cock rub between his cheeks, enjoying the feel of the large cock.
“Ready for the ride of your life?” Blitz asked, moving so the head was pressed against his hole.
Butterscotch just nodded, mesmerized by the sight in front of him. He bit his lip as he felt his cock press against Blitz, trying to enter him, anticipation starting to get to him.
“OH Fuck,” Blitz moaned as he finally felt the cock enter him, Butterscotch letting out the breath he was holding with a load moan.
Blitz held there for a moment, taking in the feeling of his ass being stretched so well. He soon started lowering himself down, moaning as more of his ass was stretched. Butterscotch couldn't do much more than pant. Blitz's ass was wrapped so tightly around him and it was so warm. In none of his fantasies he thought it would feel this good.
Blitz groaned as he got about half way down, unable to get any more in. Blitz rose up until just the head was in then started slowly riding the top half of Butterscotch's cock, working on loosening up enough to take more of the large cock. Butterscotch was letting out a series of heavy breaths and squeaks as Blitz's ass rubbed his cock, as Blitz let out deep moans whenever the head would press against his prostate.
Blitz, wanting the full cock inside him, started pushing harder. Slowly he started taking more and more of it as he started getting used to the size. Soon he was at the ring, and with a push his ass stretched around it finally getting past the thickest part. Blitz, only pausing to let out another deep moan, continued to ride Butterscotch, greatly enjoying how Butterscotch's ring would would stretch his hole on the way in and out.
Blitz started to pick up the pace, finding it easier to take the cock deeper. As he started taking more of Butterscotch's cock, the ring started pressing against this prostate on each pass. Blitz was letting out a stream of obscenities, his cock hard and leaking from the continual assault on his sensitive spot.
It wasn't long until Blitz was sitting on Butterscotch, his cock fully inside his stretched hole. Blitz sat there for a moment, mouth open and tongue hanging out, feeling so wonderfully full. The pause let Butterscotch's mind catch up with his body. With his ability to process his senses again, he was finally able to appreciate the sight in front of him. Blitz's pleasure was obvious from the blissed out look on his face and how his rock hard cock was leaking pre-cum. Butterscotch loved being ridden by Blitz, but knowing that he was giving Blitz this much pleasure made the experience so much better.
“Celestia your cock is amazing Scotch,” Blitz said between pants. “Mmm, fills and stretches me so well. How does it feel back there?”
“So warm, and it's squeezing me,” Butterscotch answered, finding it easier to get the courage to speak. “Feels so much better than I though it would.”
“Well, it's about to get much better,” Blitz said with his cocky grin. “Because it's time for me to really ride your cock.”
“Ready,” Blitz whispered into Butterscotch's ear.
Butterscotch bit his lip and nodded. Blitz lifted his ass until only the head was inside. Blitz looked straight into Butterscotch's eyes, seeing his anticipation, before slamming his ass back down Butterscotch's cock.
“Fucking Celesta!” Blitz yelled as Butterscotch yelled out “Blitz!”
With that Blitz started riding Butterscotch's cock hard. Blitz never let more than half of Butterscotch's cock out before quickly taking it all in again. His prostate was under constant stimulation from each quick thrust and could quickly feel pressure building. Having his ass filled always felt good but nothing had stimulated him like this before. He never even touched his cock but could feel a huge orgasm coming. He wondered if he could finish with Butterscotch's cock alone.
Butterscotch didn't know how much more he could take. He was already on sensory overload earlier and now he was getting so much more. His friend's constant moaning and hard cock bouncing and dripping pre-cum onto his chest was speeding up the inevitable.
Butterscotch whined when he felt his head begin to flare. Blitz was once again forced to slow down, the flare stretching him quite a bit more than he was already. He took a few slow thrusts to get used to the new thickness and was soon riding with the same energy as before. He started taking the cock head to hilt, loving how the flare pressed on every spot inside him. His own cock started to flare up from the intense stimulation he was receiving.
After a few thrusts, Blitz looked down and noticed Butterscotch had his eyes closed tightly and looked troubled.
“It's ok Scotch,” Blitz said taking the cock to the hilt, guessing what was bothering him. “Cum, fill me up.”
It just took that encouragement and one more thrust for Butterscotch to let out a scream and start letting out huge bursts of cum into Blitz's ass. Blitz just sat down on his cock, feeling it twitch inside with each burst. Having Butterscotch cum inside him made Blitz feel powerful, he loved knowing he had such control over his friend.
After maybe a minute, Butterscotch let out his last squirt of cum and for a moment just lay there, looking up at Blitz panting.
“What about...” Butterscotch started after catching his breath.
Before Butterscotch could finish his question, Blitz took Butterscotch's hoof and moved it to his cock.
“Finish it,” he commanded.
At his command, Butterscotch started clopping his friend's cock. Thanks to the hard fucking and the stretch he was getting from the still mostly hard cock in him, it only took a few strokes for Blitz to start cumming all over the pony below him.
“Oh yeah,” Blitz moaned as he came.
The first shot came out hard and shot over Butterscotch's heard. The next few got his on his face and neck. The last few shots covered his chest.
“Celestia, that's got to be the best orgasm I've had,” Blitz said as the last bit of cum oozed out.
When he was done, he slowly got up letting the softening cock out of his well fucked hole. Once he was free, he moved to his friends side, who was still pretty dazed from everything. Blitz moved his mussel to his friends neck, gave it a good long lick; collecting some cum and causing Butterscotch to shudder, and surprised him with a kiss. Butterscotch blushed as this was now his second kiss and he was sharing cum during it.
“If you have anything else that awesome, be sure to let me know,” Blitz said as he pulled away.
Butterscotch gave a small nod as he closed his eyes, needing to bask in the afterglow for the moment. Blitz just smiled, resting his mussel in Butterscotch's neck and allowing himself to come down from his high. Both ponies just deciding to rest for the moment, not caring about anything else.