Chapter 1
Rainbow watched as a bead of sweat ran down Soarin's face. He groaned as Spitfire fucked him. Her dildo glistened with lube as it pumped in and out of his ass.
It was a strange sight for Rainbow Dash. It wasn't that her captain was fucking somepony in the ass with a giant strap-on; Rainbow was no stranger to ass fucking, and she had been on the receiving end of that same dildo before (though she had not combined those two things yet). What was weird was seeing Soarin getting fucked. He was a stallion. It wouldn't have been weird her to be getting fucked like that. She was a mare; she had a cunt and those were made for getting fucked. Yeah, stallions and mares both had assholes, but ass-fucking was really a lot like cunt-fucking, so it still weirded her out to see.
It wasn't that she didn't like what she was seeing. It was plenty hot, and she was having no trouble at all touching herself to it.
Soarin shut his eyes tightly. He let out a long moan, and his cock—which was still soft; super weird—started twitching, and dribbling cum.
Rainbow was surprised at that. He had just filled up her pussy, and she had thought that stallions needed to wait a while before they could cum again.
I guess not, she thought, as she bent down to lap up his cum.
Several days passed. Rainbow was getting twitchy. It was almost time for their next "appointment," and she couldn't wait. She also couldn't stop thinking about the butt stuff she had seen Spitfire and Soarin doing. It was weird—can you blame a mare for having questions?
So she went to the library. Twilight was smart, she was also into all kinds of kinky stuff, she would be able to tell Rainbow how that shit worked. Rainbow had another request that she hoped Twilight could help her with.
She circled the castle, looking in all the windows for Twilight. She didn't see her, though she did get a glimpse of Spike jacking off. Heh. Well, it was time to do things the hard way. She touched down (ugh) and walked inside. "TWILIGHT," she yelled as she walked toward the library.
"Yo Twilight," she said, barging in, "I gotta quick question."
Twilight looked up from her book. "What is it Rainbow?"
"So I saw this stallion getting fucked in the butt, and he seemed, like, really into it. Is that a thing or something?"
Twilight blinked. "You saw a stallion getting fucked in the ass, and your first thought is to ask me why he liked it? Why not just ask him?"
Rainbow shrugged. "Seemed kinda awkward. Also he kinda had his mouth full, if you know what I mean." She wiggled her hips.
Twilight facehoofed. "Well, okay." She grabbed a book off a nearby shelf with her magic. "Here's Naughty Bits' Complete Guide to Sexual Anatomy. If you turn to the section on stallions, you see that their prostate gland is located in the rectum, and that it is extremely pleasurable when stimulated."
Rainbow looked at the diagrams. "Sooo basically, stallion's clits are in their butts? That's weird."
"Technically, the stallion equivalent of the clit is just the penis. They start out as the same structure as a foal develops. This is more like their G-spot."
Rainbow laughed, and grinned evilly. "That's some cool stuff. Good to know."
Twilight fidgeted and flicked her tail, there was a scent of arousal becoming apparent. "Did you come in here and start asking about sex just to make me horny?" she asked. "Anything else you need?—make it quick, because what I need now is to rub one out."
"Yeah, yeah. It shouldn't be too much," Rainbow said. "Remember that one time you used a spell to give Rarity wings? Well, is there a version of that that gives you a dick?"
"You want me to turn you into a stallion?..."
"Nah, not into a stallion. I just want a dick for a little while. I've got a, uh, date tonight." Rainbow wagged her eyebrows.
"Fine," Twilight said. "But you owe me for this." Her horn lit up. "Turn around and lift your tail."
Rainbow did so, and Twilight shot a beam of magic right into her pussy. She watched Rainbow squirm as her hole sealed itself up, and the skin around where her teat had been bunched up and slowly descended as a pair of plump testicles.
"Fuck, that's weird." Rainbow looked back and raised a leg. "Wait, but where's the dick though?"
Twilight raised the book again, and explained what a sheath was.
Rainbow was excited and impatient as she paced around her bedroom. Her house was the meeting place tonight. She couldn't stop thinking about how she had a dick. And balls too! Everything kept swinging around as she walked. How the fuck did stallions deal with this? She had tried touching it a few times—that was something she could get used to. Kind of. While it felt pretty good, it still wasn't her pussy.
She heard a knock on the door downstairs. "Finally," she said. She trotted down and opened the door. Spitfire was standing outside. "Hey there Cap'n," Rainbow said. "Come on in."
They went up to Rainbow's bedroom together.
"You're walking funny, Dash," Spitfire remarked.
"Heh heh, yeah," Rainbow said. "I visited some friends and put together a nice surprise for Soarin," Rainbow lifted her tail and raised her back hoof to show off her package.
Spitfire whistled and leaned in to look at it. "That the real deal?"
"Yep," Rainbow said, "got it magic'ed up just for tonight." It was as if the cock could sense that there was a mare nearby, and as she spoke it flopped out of its sheath.
"Mmmmm," Spitfire said hungrily. "Can't wait to get me some of that."
Rainbow laughed, "Another time, maybe," she said, her eyes tracing Spitfire's flanks. The urge to mount her then and there was strong. "The way this works—apparently—is you get one shot, and then it goes back to plain old pussy. So I want to give this thing to Soarin tonight."
"To Soarin?"
"Oh yeah, you two looked like you were having fun with that dildo the other night, I wanted to try it out myself. Oh hey, did you bring that dildo?"
Spitfire was grinning now. "Oh yeah. I was actually gonna let you try it on, but it looks like you've got that covered. But you better do this again soon, because I need that thing in me. Man, I can't wait until he gets here."
"Can't wait until who gets here?" said a deep voice. Soarin strutted into the room. "Hey, ladies, whatcha talking about?"
Spitfire sashayed over to him, fluttering her eyelids. "We were just talking about how we can't wait for you to come and pleasure us. Isn't that right, Rainbow?"
Rainbow whinnied lustily in response.
"Alright! So how are going to—" Soarin was cut off as Spitfire turned in front of him, kicked her hind legs up and out to wrap around his neck, suddenly filling his mouth with pussy. "Mmmph, mmph, mmmmm," Soarin said as he started to eat Spitfire out.
Spitfire let him give her a few licks. She was pretty turned on just from anticipation, but this was really getting the juices flowing. A little reluctantly, she let him go and dropped to her hooves. "Alright, enough warming up. Let's get started."
"Woo hoo!" Soarin shouted. He jumped into the air and flapped over to Rainbow's bed. He sat down with his legs spread wide to show off his raging boner. "So who wants to be the first to ride? Please, form a line, one at a time, thank you, thank you."
"That's gonna you, Soarin," Spitfire said, taking her dildo from her bags.
Soarin paused for a moment, looking at the dildo. "Alright...that's cool. But didn't we just do that?"
Spitfire replied with a look that told him his ass being violated was the least of what was going to happen that night, and said, "Don't worry, we're gonna mix things up a little."
Soarin crossed his forelegs. "I am not dressing up as a cheerleader again!"
Spitfire shook her head. "It's not that. I told you I wouldn't make you do that again. But seriously though, Rainbow, you should have seen him. It was adorable."
Soarin blushed.
Spitfire continued, "anyway, why don't you show him your surprise now, Rainbow."
"Aye aye," Rainbow said, saluting. "That's a pretty nice cock you got there, Soarin, but, uh," she jumped up on the bed with him, "mine's bigger."
It was.
Rainbow's cock was clearly out of place on her. The thick, bulging flesh standing in stark contrast to the sleekness of her lithe body.
Soarin's eyes bugged out as he looked up and down the big blue shaft between her legs. He fidgeted uncomfortably. "Whoa, hey, that's, like, a real cock," he said. He looked between Rainbow and Spitfire. "Look, I can take the dildo, but I don't know about a real cock." His tail curled around his flanks.
"C'mon Soarin," Rainbow said. "It's not that different from the dildo. I mean, it's not like I'm a stallion now or anything. That would just be eugh—no offense. Hey, think of it this way: I gotta use this thing to get it to go away. You're the only pony who can get my pussy back." She looked at him with puppy-dog eyes, "Won't you help me get my pussy back?"
"Fine," Soarin said at last. "Just this once. And next time, I'm going to pound you in the ass so hard you won't be able to sit down for a week!" He jabbed a hoof at Spitfire, "You too!" With that said, he got up off the bed and walked to the door.
"Hey, where are you going?" Spitfire said.
"I'll be right back. I just need to grab a drink before we do this," He answered. Then he shot a look at Rainbow, "that alright?"
She shrugged, "sure, you know where the booze is—hey just bring it back here actually, I wouldn't mind one either."
He was back in a flash, a bottle of whiskey in his teeth. He set it down, screwed the cap off, and helped himself to a generous gulp of it. Reflexively, he hugged it to his chest with his forehooves as he shook his head. "Whew. Alright, let's do this!"
"Great!" Rainbow said, "I can't wait." She fetched a bottle of lube from her nightstand. She sat down and leaned back on her wings as she poured it over her dick and belly. Putting the bottle down, she used a hoof to scrape what had spilled out of her fur, and started rubbing it all along her length.
"Mmm," she said. Just the stroking to spread the lube was making tingle with pleasure. Soon practically her whole underside was gleaming and slick. She didn't want to stop, but as good as touching herself was, it was awakening something in her, and Soarin's ass was looking more attractive by the second (and it hadn't exactly started out bad).
"Your turn now, big boy," she said, and picked up the bottle again. Dutifully, Soarin assumed the position. Rainbow poured lube over his rump. Her breathing got heavier as she watched it run down his flanks and thighs, under his tail to drip from his balls. She raised a hoof to work in to his asshole.
"You ready?" she breathed.
He grit his teeth. "Let's do this."
Slowly Rainbow raised herself on her hind legs. Slowly she brought her front hooves down on Soarin's back. Slowly she mounted him. She leaned forward—and the head of her cock bumped into his balls. "Whoops." She arched to neck to try a get a clear view of what was going on down there. She was not used to this at all. She tilted her hips up, bringing her tip in line with his glistening hole. Then forward, forward. She met that protruding ring, and pushed. He stretched around her; she sank in. Slowly.
She couldn't see him, but he bit his lip as she penetrated him. Soaring was still uneasy. Was he really doing this? It was different with Spitfire—he could handle her. But this was a real fucking cock! In his ass! Like he was gay or something. Or some kind of sissy. He wasn't a fucking sissy. Tons of times, he'd made these nags scream.
They had better understand that this was a one time thing, he thought. Even if he had to admit that it felt good. Even if—and he swore never to admit it—this felt better than the dildo. The warm flesh sliding into him was better than plastic. He wasn't sure if he was just imagining it as he felt Rainbow's veins bumping along her inward stroke. And then there was that feeling. The one he knew he wasn't imagining, as the underside of her shaft brushed against his prostate. That was the thing Spitfire knew how to touch. The pleasure scattered his shame and worrying. Remember, he thought, as he pushed out everything but the sensations in his ass, it's still a mare attached to that thing. It's not a stallion, it's a feminine penis—that's not gay.
Soarin's thought were pulled away from his ass as he felt something tapping on his muzzle. He opened his eyes to see Spitfire standing over him with her faithful strap-on hanging down to touch his nose.
"Open wide," she said. She wasn't about to sit back and let Rainbow have all the fun; she had her own needs. And while choking Soarin with a dildo didn't provide much in terms of physical sensation, it still got her turned on every time.
Soarin considered the dildo for what felt like a long time (it's hard to judge these things while you're being fucked in the ass). Finally he decided that he was just going to go along with whatever happened tonight—no regrets. He wrapped his lips around the dildo. He let Spitfire push it in, filling up his mouth until it hit the back of his throat forcing a gag. This wasn't the first time Spitfire had made him suck the dildo, but he just didn't have what it took to deepthroat it—which he was absolutely fine with—so he just sucked on it, occasionally lapping at the sides, and other things that he knew he liked to have done to him.
Spitfire was soaked in no time flat. The sight in front of her was one of the hottest things she had ever seen, and she had seen a lot. After all, it wasn't every day you saw a stallion getting double teamed like this. By two mares no less.
She felt a tiny bit guilty; Soarin didn't seem thrilled about it. But he was a big stallion, he could handle it. Besides, she had been in that position plenty of times and had always enjoyed herself. But as horny as she was, as much as the feeling of her juices by now literally dripping out of her was driving her crazy, she wasn't the one really enjoying herself. That honor went to Rainbow Dash.
Rainbow Dash was having a great time. It had taken a while to get used to the whole fucking instead of being fucked thing, but she had hitting her stride. Also Soarin. His ass was just so fucking warm. His insides had a strange texture, smooth soft flesh, but folded every which way, providing all sorts of obstacles for her dick to push through. And the way his hole gripped her as she pulled in and out was incredible. Even the swaying of her balls was practically blowing her mind. No wonder he liked fucking her in the ass if this is what it felt like.
Oh Celestia, she needed to try a cunt next. Even as she reveled in the satisfaction of turning Soarin into a whimpering mess—and that felt pretty damn good—she looked at Spitfire across from her with lust in her eyes. She thought about mounting her, pinning her down like Soarin, but going into a different hole this time. She knew what Spitfire's snatch looked like, what it tasted like, now she wanted to know what it would be like to fuck it. To fill it up like cum like she was gonna do to Soarin's butt. By Celestia, she would give that mare a foal!
Holy shit, Rainbow thought, is this what stallions feel like all the time? She grunted. Her breaths were coming ragged. She felt...something in her dick. Kind of like a pressure. She was no expert on dicks, but she could guess what it meant. Already? she thought, but I just started. But her dick seemed to have a mind of its own. It drove her thrusts faster and faster. Lube squelched loudly in Soarin's asshole, not that anypony could hear it, over the sounds that Rainbow Dash was making along with Soarin himself.
He spat out the dildo. He couldn't service it anymore. All he could do was gasp and moan and whimper. Rainbow was way too good at this for her first time—but would not think that until later, at the moment he could hardly think at all. All he could do was cum. And cum. And cum. His body shook. His muscles clenched. Pleasure flooded him.
And Rainbow's sheets were ruined, but that was her problem.
Rainbow didn't know what the fuck Soarin's ass had just started doing, but she liked it. Things were moving around in there by themselves. His asshole clenched, holding her more tightly than ever before. Her legs were starting to burn from the constant and rigorous motion. And her dick...
"FUCK!" she yelled, instinctively. "Fuck! shit!" Her dick almost felt like it was exploding. The entire length contracted, as she felt her head flaring. She finally stopped thrusting, coming to a halt deep inside Soarin as she pumped huge spurts of cum into him. She hugged him tightly, hanging on as her back legs trembled. Soarin, who was still in the throes of his own orgasm nearly collapsed.
At last, when Rainbow felt like she had finished cumming, she withdrew with a wet pop, and they did fall onto the bed together. They both lay there as Spitfire watched, one hoof curled around her dildo pushing into her pussy, the other on her clit.
They both seemed pretty spent, so Spitfire had decided she would have to take care of herself. Even if it was a bit freaky watching Rainbow's cock shrink and disappear, the sight of their two bodies, covered in sweat and cum was a huge turn on. So much so that it wasn't long before her head rolled back and her wings stiffened, and she added her own cum to their mess, as her orgasm sprayed her juices over them.
"Whew," she said. "Who's ready for round two?" Neither of them answered. They just looked at Spitfire uninterestedly, clearly in no mood for sex. "Eh, I'll give you a couple of minutes." Under her breath, but just loud enough to make sure they both heard, "Rookies." She sauntered over to the nightstand and grabbed the bottle of whiskey. She took a sip, and then took it over to them. They might not have been interested in her ass, but they were in that.