That Time She Totally Looked
Don't look. Don't look!
Rainbow Dash was in a panic. The body beside her was tantalizing, and it took all of her willpower to keep her glances short and (what she considered) infrequent.
If you don't stop...!
Fluttershy stood knee-deep in the pond under a rocky outcrop, poised under water flowing down from the rocks hanging over it. The cascading stream poured across her figure as she swayed back and forth, coursing down her ample breasts and trailing rivulets as she arched into the flow. Her wet thighs glistened in the afternoon sun as they tensed in alternation with her shifting weight. It was hard to see her as the same girl she was way back in Cloudsdale. She was, by any worthy account, an utterly stunning creature.
Celestia's mercy, don't look!!
But it was too late for that. Fluttershy’s ass beckoned her childhood friend’s attention, sprinkled dewdrops glistening like jewels on the mare’s backside. She ran her hands back through her long pink mane, bending back as the water poured across her chest. Rainbow Dash was slackjawed, unable to stop herself from soaking in every motion. It was enough to distract her from the massive cock rising to life from between her own legs. The mare snapped back to reality only when she felt her rigid member wantingly throb as it saluted the object of her desires.
Dash had little chance to hide it, her bathing partner glancing over and immediately noticing the pleasant surprise looming next to her. There was a brief look of shock on Fluttershy’s face – the reaction Dash fully expected – but it quickly melted away into a coy smile. The mare shifted, running her hands across her own body in a slow and delicate display, theatrically bathing for the other girl’s entertainment. She bit her lip as her fingers brushed across her thighs, each hand taking a teasing pass by her groin, and her smile widened when Dash’s cock twitched in response. She turned and let the water run down her wings and back, hair pulled over the front of her shoulders to present as much of her cream-yellow fur as possible, rubbing against her own curves and looking back over her shoulder to take in the response.
Dash, for her part, was paying full, unblinking attention. Her face was flush as she stood as rigid as the victim of a cockatrice, heart racing as her mind flooded with questions and uncertainty.
“Goodness me, Rainbow Dash,” the mare cooed. “It sure seems that something’s got you pretty flustered.” She turned and approached Dash, clutching at the blue pegasus’s muscled arm with both hands. As her arms wrapped around the tense bicep, she deliberately pushed against Dash’s lean body, her chest pressing around either side of the lean mare. She rose to whisper in her ear, “Whatever could it be?”
Dash could only stammer half-syllables as her face turned beet red. Her speech deteriorated further still as Fluttershy brushed one hand slowly down her firmly-toned abs, feeling the fruits of Dash’s athleticism as she ran her fingers back and forth across the muscles’ ridges under her fur.
Rainbow Dash’s stomach twitched nervously under the mare’s touch, her shoulders clenching as Fluttershy’s other hand trailed up her spine and stroked the base of her wings. The hand feeling up Dash’s abs lowered, brushing lithely through the dense fur above her crotch until it came to the base of her shaft.
The pegasus took in a sharp breath as her friend’s wet hand wrapped gently around the wanting dick, quivering at the sensation of another’s touch. It stroked at her gently, a delicate petting with just a couple fingers, before those fingers lightly worked their way up their lengthy prize.
“My, my, Dashie,” Fluttershy cooed. “Is this all because of me?” She looked up at Dash with puppy dog eyes and a teasing pout as her fingers gripped at the cockhead. She kissed her friend’s neck as her touch lowered back to the base of the hefty shaft. Rainbow Dash’s breath caught in her throat as the hand gently stroked back up towards her tip, tracing the dick’s curve with her nails, tickling her flesh with the lightest touch.
Fluttershy took a firmer grasp of Dash’s girth as she rubbed back downwards again, her own breath shaking in excitement as she felt the mare’s more subtle textures with the whole of her hand. She held her friend tighter as she squeezed at her length, getting excited by the pegasus’s needy moans as her movements grew more steady. Dash’s tensions eased as Flutters’s soft fingers began to work at her properly, rubbing up and down in a delicate massage that felt like heaven.
Fluttershy nuzzled into Dash’s shoulder as she pleasured her. “Is this what you want?”
Rainbow Dash only managed a quivering moan of approval and a shaky nod as the stroking hand gripped at her a little harder. Her body melting under Fluttershy’s touch, her previous anxiety feeling like a forgotten nightmare amidst the present dream.
Her partner giggled and gave a gentle kiss to her shoulder.
“Well, I don’t see why not.”
Another kiss, to the top of her chest.
“As long as everyone is having fun…”
A peck to the crest of Dash’s breast, and another to the nipple; longer, sucking, releasing with a light pop.
Dash shook as she grasped blindly for something to lean upon. She felt Fluttershy push against her, urging her towards a boulder reaching up from the water’s surface. She turned to rest against it, her member now pointed directly at the yellow pegasus, who eagerly licked her lips as she giggled down at it.
“I didn’t think I was your type, Rainbow Dash.” She gently dropped to her knees in front of the mare, the water splashing under her as she settled into position. Her eyes fixated on the sizable meal before her as she pushed it down towards her face. She nuzzled Dash’s sensitive head against her cheek as she kept teasing. “Not that I’m upset about being wrong.”
Dash gulped. “F-Flutters, what are you–?”
She was cut off by the chill running up her spine as Fluttershy’s tongue ran across her cock’s swollen tip. The mare’s gaze rose to look Dash in the eye as her mouth opened wide to take the mare’s dick in. She hummed in delight as she began to bob up and down on the head while she stroked the shaft. She took satisfaction in Dash’s response – breath stuttering and legs twitching – as she used her free hand to cup and massage the mare’s heavy balls.
Dash leaned back and took some time to simply enjoy the gift she was being given – feeling the soft lips running up and down her dick, the tongue lapping at its underside and massaging her, coaxing her to pleasure – but quickly felt she was being too idle. With a soft sigh, she ran a hand through Fluttershy’s hair, the mare’s eyes closed as she focused on her work and the flavor of the cock in her mouth. Dash’s grip on the hair tightened, causing the girl to give a soft yelp as her head was held in place while hips started to move.
Fluttershy’s eyes lilted as Dash filled her mouth, saliva trailing down her chin as her plaything’s cock thrusted up and down her throat. She grabbed at Dash’s hips with one hand, pulling her partner in with each thrust with one hand while the other slipped her own legs, fingering herself as Dash used her. She moaned lustfully as she was facefucked with increasing intensity, Rainbow Dash pulling in and out, faster and harder, and bit by bit deeper into her. Fluttershy could hardly breathe, but she wanted more, desperately sucking at the cock as the world around her started to blur. She rubbed at her own clit while driving Dash’s hips in ever deeper, the medial ring of the mare’s lengthy treat pressing into Fluttershy’s lips as she let herself choke, delighting in the pegasus’s desperate grunts and deep thrusts, feeling thrilled at letting herself be treated like a sex toy.
She let Dash plunge into her until she couldn’t take it anymore, pressing Dash back into the rock with both hands, releasing the dick with a desperate gasp. The air filling her lungs felt like nirvana, but Fluttershy remained unsatisfied. She took Dash’s meat in hand and rose over her, looking down at the drool-laced member that now stood upright in her grasp. She took the cock into both hands, grinding at its length as she lowered her head and lapped at the tip.
Rainbow Dash moaned in bliss, her breathing growing labored. She was unable to hold herself back from sporadically bucking into Fluttershy’s mouth, but the mare pressed her hips back down, running her lips along the underside of Dash’s shaft as she glared up to meet the mare’s eyes. She stroked at the throbbing cock as she lowered to suckle the girl’s balls, making them dance on her tongue as the legs around her twitched in ecstasy.
Dash’s moans were shaky and cracked, her hooves curling under the surface of the pond as Fluttershy squeezed the dick in her hands, running her tongue back up to the head as her wet breasts settled around the cock. Her eyes locked onto Dash’s as she pressed her bosom around the shaft, her lips once again wrapping around the top of the penis. She paused there, eyes looking up eagerly at the blue mare, giving control back as she waited to give more pleasure.
Dash shook, her heart racing in her chest as she gently bucked against the gentle tongue suckling at her. She groaned breathlessly as Fluttershy squeezed her tits around the dick plunging through them, letting spit drip from her mouth and down her chest to further lubricate her cleavage. She held her boobs together as they jiggled and bounced from Dash’s steady thrusting, the pace once again building towards a crescendo, the blue pegasus visibly panting as her body tensed.
The taste of precum ran across Fluttershy’s tongue. She pulled her head back, a trail of drool running out of her mouth and clinging to the cock as it departed. “S-Stop,” she panted between breaths.
Dash’s expression dropped. “What!? Why!?”
“Because,” she stated as she crawled onto a rock leaned against the outcropping, “I don’t want you to finish there.”
Fluttershy’s body said the rest, her legs spreading as she lay on her side, presenting herself under the light streaming through the trickling falls beside her. The light danced across her body, highlighting the movement caused her heavy breaths and causing her eyes to sparkle as they begged the other mare to come to her.
Rainbow Dash’s cock responded with another spurt of precum that dribbled down its base as she approached. She took Fluttershy by the legs, pressing them further apart as her dick rested against the outside of her pussy. An intense heat radiated from her friend’s sex as it quivered underneath her. Dash could feel her throat dry despite how hard she was working not to drool. “That’s… This is a lot riskier than head. Are you sure?”
Fluttershy cocked her head, wiggling her shoulders coyly to entice Dash to confidence with her jiggling chest. “Do I not seem sure?”
Dash shuddered. It was rare to see Fluttershy so confident, but in this moment she seemed certain. Her blushing face looked excited, eager to enjoy herself in the open air. Her pussy exuded heat against the pulsing shaft pressed against it, juices running down her taint and onto the base of her tail as Dash pressed against and parted its lips.
Fluttershy moaned as the other pegasus ground against her entrance, the spit-soaked cock sliding across her sex and stimulating her clit. She could feel the mare’s heartbeat pulsing through her flesh as it worked over her, and she twitched as the ring of Dash’s cock brushed past her entrance.
“Celestia’s mercy, Dashie,” she moaned, her eyelids fluttering as her wings twitched in pleasure. “Put it in me already!”
“Put it in where?” Dash chuckled, slowing her rub to a crawl as she spread the mare’s pussy under her cock with her hands. “Here?”
Fluttershy groaned in erotic agony, spreading her legs even further to press her crotch into Dash’s throbbing cock.
Rainbow Dash laughed. “Well, if you insist!” The blue mare tightened her grip on Fluttershy’s legs as she pulled back and gently pushed her tip into the warm slit begging for her.
Both mares shuddered as the cock worked its way in, Fluttershy’s pussy wrapping tight around its guest. She attempted to stifle her own pleasured vocalizations, covering her mouth with her hand as Dash pulled out with a trembling moan. She watched her partner steel herself, taking in a deep breath and exhaling in sync with the dick’s plunge back into the wet sleeve. Fluttershy could feel Rainbow Dash filling her, stretching her walls, and shuddered as her lust was rewarded.
Dash picked up the pace, thrusting into her again, and again, and again, huffing and moaning in bliss, not even attempting to hold back as her pace quickly built to a rapid plow. Fluttershy’s restraint left her the moment she felt the muscled mare fling her leg over their shoulder, pulling against it to further ravage her carnal subject’s insides. Shy braced against the stone beneath her as the thick cock drove deeper into her, finding a surprising pleasure in the sensation of the blue pegasus’s balls slapping against her backside.
“Yes, Dashie,” the mare exclaimed. “Fuck me! Use that fat cock and fuck me!!”
Rainbow Dash’s wet muscles glistened in the late afternoon sun as she gripped the leg harder, thrusting as hard as she could manage. Her breath grew heavy as she watched the yellow mare’s body bounce under her, breasts dancing amidst light refracted from the waters rippling below, every thrust being met with a delighted vocalization. The pussy gripped at her, milking her cock with its tight walls, coaxing her ever-closer to climax as precum poured out of her.
Dash clenched her teeth. She was getting close. So close. “Fluttershy, I-I’m gonna–!”
She felt her partner’s legs tighten around her, pulling her in as her walls clenched around the captured rod. “I know,” the mare moaned.
Rainbow Dash was stunned. “And you want me to–?”
Fluttershy met her gaze confidently, cocking her head back and speaking through a lusty sigh. “Fill me.”
No more had to be said. Dash flipped her lover over on to all fours, still braced against the rock, and vigorously fucked her from behind. She gripped at the girl’s hips and pulled her into the thrusts, her cock running deep in and out of Fluttershy’s pussy as the mare begged for more. She bit her lip as she watched Shy’s ass ripple and bounce from the force of her penetration, the mare’s soft body urging her to let go of her reservations and give all that she had.
The tight grip on her hips told Fluttershy just how desired she was, and she cried out with each thrust. “Yes, Dashie! Yes!! Fuck me!! Breed me!! Fill me with your cum!!”
Her wings spread out over her, stretching with the rest of her body in delight as her back arched and knees buckled. Dash grabbed at them, pulling Fluttershy back and up towards her, squeezing at one of her plump breasts that danced in the air as they fucked. The mare gasped in delight as the hand’s firm grip clenched onto her tit, holding her upright as Dash drilled into her. She felt her insides being filled as the cock swelled and twitched inside of her, rubbing against her walls and sending jolts of sensation up her spine.
Her head spun. Her heart raced. Everything she wanted was inside of her, and she didn’t want it to stop.
“More! More!!” She panted out her words between moans and squeals, her body tensing as the heat built inside of her.
Both of them were nearing their limit. Dash held her partner tight, both arms wrapped around her body as she hissed through clenched teeth.
“Fluttershy, I – !”
“Me too! Me too!” Fluttershy reached back and grabbed Dash’s mane, pulling the pegasus’s head over her shoulder. “Give it to me, Rainbow Dash! Give it all!” Her other hand reached back to grip Dash’s hip, barely able to speak between her own whorish yelps and moans. “Flood my pussy with your cum!”
With a final cry and powerful jolt, Fluttershy’s walls clenched tight around Dash’s throbbing cock. Rainbow Dash shuddered, fingers digging into Fluttershy’s skin as her endurance caved, and she groaned and spasmed as she erupted into her friend’s womb. Dash’s grip tightened around her with each orgasmic spasm, semen spilling out of the slit as her dick pumped streams of hot jizz into the shaking, cooing mare.
The pair stood there for a time, Fluttershy wrapped in Dash’s embrace as the cock unloaded within her, her own grip on Dash’s mane barely loosening as she bathed in the warmth of their afterglow. The only sounds were the running waters and their own breath, Dash’s hot exhales running across Fluttershy’s shoulder and sending chills down her spine. A soft yelp escaped Fluttershy’s lips with each Dash’s last few pumps, the cock softening inside of her as it slowly slid its way back out into the open air.
Finally, Dash’s grip loosened, and she staggered backwards, leaning against the craggy wall of the outcrop to catch her breath. “Fluttershy, that was…”
“‘Was?’” The mare scoffed, turning around to face Dash, her blush still as heavy as her breath. Her chest heaved as she breathed, fresh cum running down her legs as she approached with an animalistic lust in her eyes. “Who said that I’m done with you?”
Dash stumbled as the mare leaned into her, losing her footing and falling down into the shallow water underfoot. As she shook off the shock, Fluttershy crawled over her, straddling her with a sly grin, her belly rubbing across Dash’s already-hardening cock as she leaned in to give her partner a kiss.
Dash held her off for but a second. “Celestia’s sake! Since when are you so assertive?”
Fluttershy giggled, landing her impassioned smooch, pressing Dash all the way onto her back, their faces just above the water’s surface as their tongues danced. She released her liplock and spoke as they touched nose-to-nose. “I can be assertive when I want, remember?” She nuzzled Dash as she ran a hand through the mare’s hair. “And there is oh so very much something I want right now…”
She sat upright, rubbing her clit against Dash’s shaft as she teasingly wiggled overhead with a lusty smile.
“I want round two.”