AN: I do not own anything... MLP belongs to Hasbro, and Cupcakes, Rainbow Factory, and Pegasus Device to their respective owners
"So you think me nibbling your ear tickles you fancy huh?" Leafy said as she quit nibbling Surprise's ear as both pegasi's wings expanded, "then you are gonna enjoy what I have in mind." She then gave Surprise a few quick pecks on the lips before she started making her way lower. She sucked on Surprise's neck until she left a hickey as the mare moaned a little louder and fell on her back.
"Want me to stop my love?" Leafy asked in a playful giggle
"No...feels...too...good..." the other mare said between moans
"Ayy, ok then" Leafy then went to her next target, licking then sucking on Surprise's right nipple while massaging the left with her hoof, causing Surprise to squirm in pleasure. Leafy then grinned as she repeated the process with the left nipple while massaging the right. She used her tongue to run the length of Surprise's stomach, slowly slithering like a snake down to the belly button. When she got there, she rapidly flicked her tongue in a circular motion to tease her lover. She could tell that Surprise was about to orgasm so she decided to have some fun. Using her forehooves, she started gently rubbing Surprise's flank in a circular motion near her cutie mark and slowly made her way up. She got to the hips and continued rubbing but had to shove her left hoof in Surprise's mouth since she let out one moan that surely would have been heard downstairs. Not wanting to miss out on the fun, Surprise started sucking Leafy's hoof, catching her off guard as she let out a soft squeal. While Surprise was busy sucking, Leafy went after her prize. She moved her right hoof to Surprise's netherlips and gently rubbed them. Surprise started sucking a little more in rhythm as she got closer to an orgasm. In an attempt to try and get even, she used her hooves to start rubbing Leafy's nipples, causing her to bite her lip and whimper to muffle her own moans. After a few minutes of this, Leafy decided to finish her lover off, she moved her hoof and shifted so her head was in front of Surprise's dripping wet pussy. She slowly moved her tongue around the edge of it. After a few minutes of teasing, Surprise could not hold it in anymore and had her first orgasm, the juices soaking Leafy's face causing her to pull back.
"Tasty," she said as she licked the juices off her face, "here try some." She shoved her hoof into Surprise and pulled it back out soaking wet. Before Surprise could act, Leafy shoved her hoof into the smaller mare's mouth and Surprise sucked it until it was dry before pulling it back out and getting back to business. She thrusted her tongue into Surprise's clitoris, making her instantly orgasm. Leafy kept pulsing her tongue, slowly picking up the pace and moving a little deeper each time. Finally, after 3 more orgasms in rapid succession, Surprise's whole body shook as she hit climax, fully releasing a waterfall of cum down Leafy's throat and all over her muzzle. She panted as she tried to catch her breath and Leafy snuggled by her.
"You know Leafy, it is rude just for you to cause the pleasure while you clop." a voice from the doorway said making both mares jump up in embarrassment, standing in the doorway was Dash, Pinkie, and Scootaloo and Dash was the one who had spoke.
Leafy let out a small squeak before being able to talk "How...how long.."
"How long were we standing here?" Pinkie interrupted, "since Surprise let out that first loud moan. I must say you are quite skilled in the art of teasing, if you want to learn a thing or two just ask me or Dashie. Now come one you two silly fillies, get washed up and come downstairs." 30 minutes later, Leafy and Surprise joined the other 3 in the living room, but something was wrong, there seemed like there was no joy in the room.
"What is wrong you guys?" Surprise asked as her and Leafy sat across from Dash, Pinkie, and Scootaloo
"We...we just got..." was all Pinkie could say before she broke down into tears
"The Cakes both are in the hospital," Scootaloo said since Dash and Pinkie were too choked up to talk, "Mrs. Cake had a heart attack and Mr. Cake had a grand mal seizure...they are stable at the moment, but we do not know for how long..."
"Let's all go see them" Leafy softly said, "I know visiting hours are over but they will take a special exemption considering the circumstances" The others nodded qnd they spread their wings and they all left for the hospital.
