After her lazy ascent to the surface Scootaloo broke the surface of the water and took some deep but calm breaths. She joined Sweetie Belle at the pool wall and held on to it while she recovered from her near drowning experience, Scootaloo cut it close by mere seconds. Though as strange as it sounded Sweetie didn't seem too bothered. In fact, she seemed to have a small smile, which gave Scootaloo a bit of a happy feeling of her own.

However, Sweetie still sounded annoyed. "You cut that way too close you jerk," she said, finally catching her breath and getting the color back to her face. She held on to the wall as she spoke to Scootaloo, though still held a pink hue to her cheeks as she remembered Scoot pleasuring herself so openly in front of her. She still wouldn't admit that that was something she had always wanted to see. Though maybe not in the fashion they had just done.

Scootaloo gave Sweetie a bit of a mischievous grin as she chuckled lightly. "Hey, we agreed that two minutes was the goal, I was just helping you reach that. Besides, for someone that almost drowned you seem perfectly fine and oddly calm now."

Sweetie looked away as Scootaloo pointed this out, she was at a loss for words as she thought of something to retort, she wasn't very whitty or clever with her words, she also was a terrible liar in general.

Scootaloo had to point something else out too. "Also, you seemed to enjoy our little moment in the water, I bet holding your breath and touching yourself was really good... You seemed to like watching me after all.~"

Sweetie Belle blushed and spoke in a hushed tone. "You don't have to say that out loud..!" She lightly splashed her to get her point across. After the pause though she couldn't help but give her confession. "I... I did though... That was way more unique than just doing it in private in my room... It was..." She paused as she tried to think of the proper word.

Scoot finished the sentence. "Exciting? Thrilling? Well, why do you think I brought you here? I bet you're really happy that you decided to get naked in the pool huh? How was almost drowning though? Tell me honestly," she said, obviously having more in mind for their little adventure, Sweetie Belle would be left in the dark about it unless she was absolutely wanting to know.

Sweetie Belle looked at Scootaloo and couldn't help her small smiled that appeared, she placed her fingers on her lips to stifle a little laugh. "Yeah, that's the word. Yes, I'm glad that I got naked to swim, it feels amazing. Something I've never experienced before, and I really love it. As for almost drowning? It was scary but... Enjoyable..." She said the last part as barely an audible squeak, feeling ashamed of confessing this.

This was all the confirmation that Scootaloo needed to know that she could move to the next level, she could feel her heart beating at a million miles an hour, thundering in her ears as she felt some arousal, and excitement beyond compare. "Really? Well, I had some more planned, I would love to do another round and, uh..." She giggled as she got closer, tracing Sweetie Belle's spine with her fingers while speaking into her ear with a purr. "A little more intimate...? I'll take control, and since you said you liked nearly drowning, how about I take it... A little further...?"

Sweetie got a little hot and bothered by Scoot's actions, she shivered with delight as she felt her fingers trace her back. "O-oh..~ Um..." She seemed unsure of this, wanting to know something. "What if... What if I drown? I almost did the first time..."

Her worry was valid, and Scootaloo already planned for this. "Well, let's pretend a moment that you did drown... Wouldn't it make sense that I happen to know a way to bring you back? I wouldn't do that if I didn't know, Rainbow Dash taught me CPR, so don't worry about if you drown," Scootaloo smiled as she placed an arm around Sweetie's back and pulled her in. She was strong, Sweetie Belle liked that a lot. "So I'll take you down again, and you'll only be let up when I let you!"

Scootaloo basically told Sweetie Belle her plans, without actually telling her the plan. Sweetie clung to the 'if' aspect, and trusted Scootaloo to let her swim up for air at the very last second, though wouldn't complain if she so happened to not make it... She wouldn't admit that though. "Alright... I want to go down and have some fun with you, I really liked watching you play with yourself underwater... It was hot," she said in a small voice, almost a whisper. "I liked playing with myself underwater too, as I said, it made it way better."

Scootaloo could barely contain herself as she continued giving Sweetie Belle a side hug with her free arm. "Perfect, because I'll be the one to touch you next, I can't resist anymore, you looked so cute underwater when you let out those little moans. I barely heard them, but they were a turn on,~" she watched Sweetie Belle's face turn almost completely red as she didn't have a response to that, though clearly, her eyes were screaming 'yes please'. "Take some good breaths in, you're gonna need them!"

Sweetie Belle realized that it was time, her excitement climbing to incredible heights as she calmed down as much as she could. After they both got a good long breath in, they both swam down to the bottom of the pool once more. Scootaloo was a little bit of a faster swimmer, she made it first and looked at Sweetie Belle with a mischevious smile, signaling with a finger for her to come to her. Sweetie Belle was well aware of what was going to happen and she would embrace that. She got near Scoot, who took Sweetie Belle and had her back facing her, she wrapped her strong arms around Sweetie's cest and belly, she let a few little bubbles free from her lips as she hummed. Sweetie Belle was blushing like crazy as she felt Scoot hold her with a vice like grip, she wouldn't get used to her strength as, bluntly, it was incredibly sexy.

A few bubbles escaped Sweetie's mouth as she suddenly felt Scootaloo kissing her neck, the jolt of pleasure snaking its way down her spine in a shiver. "Mblbmbulb..~" She let out a tiny moan, enjoying this very much, which only spurred Scoot further to do more. Scootaloo kept an arm around her chest as she moved her other hand down her belly and sneaking its way to Sweetie Belle's soft pussy, Scoot was always curious how she felt down there, and now that she had the chance her heart was starting to beat a little faster. Sweetie looked down as Scootaloo moved her hand to her special flower, her legs closed a little on instinct, but her heart as well was starting to thunder in her chest.

"Mblglb!" She squeaked out, letting some air leave her lungs, she blushed furiously as she felt Scootaloo's careful fingers rub her clit, with the small amount of air she let out already, Scootaloo knew that she wasn't going to last as long as before. This fact would be even more so as she continued to fondle her friend. The longer she held her breath, the more Sweetie Belle felt aroused, she placed her hands on the arm that was still wrapped around her chest, closing her eyes and enjoying the moment even as her lungs started to feel just the slightest bit tight. It was easily ignorable for now, the pleasure was overriding the small discomfort that grew.

Scootaloo was taking the fact that Sweetie Belle was holding her arm as a sign that she wanted to stay in Scootaloo's embrace, so she held her tighter against herself and upped the speed of which she was touching her.

"Mgblmblmm..!"

Sweetie Belle moaned into the water, her lips still closed tightly, but she waqs unable to hide her building pleasure, her legs quivered a little as Scootaloostarted pushing her fingers into Sweetie's pussy, as well as kissing her neck. Sweetie arched her back as she felt the load of pleasureed sensations enter her from every directions.

She turned her head to face Scootaloo and pressed her lips on to Scoot's, the kiss was beautiful, and Scootaloo, paused her pleasuring of Sweetie Belle for only a moment as she placed a hand on her cheek, smiling and closing her eyes as they kissed. Sweetie Belle was starting to feel the tightening of her chest get stronger. She had to stop the kiss as she focused on holding her breath, a little tinge of red coming to her cheeks.

Scootaloo smiled and was getting more excited, she returned to pleasuring Sweetie Belle to force her to expel the air from her burning lungs. She placed her ear close to Sweetie Belle to listen to her moaning.

"Mglb... mmgh... Mbblgb!"

Sweetie's lungs were burning a lot stronger, her chest started to heave with her exertion, the pleasure not helping in her task to keep the air in her lungs, air that was quickly getting stale. Scootaloo was calm as she kept up with her task, her fingers going deeper into Sweetie's pussy, she loved the view she had right now.

"Gahlbblg!" Sweetie's left hand shot up to her mouth as her stomach started to convulse, gently for now.  Some air jettisoned into the water, her lungs quickly reaching a breaking point and pushing the air out of her burning chest in an attempt to ease the pressure. This would only work for so long, as her legs were kicking gently to make her try and swim up, Scootaloo wasn't letting that happen any time soon. "Galbbl!.... Blgulb!" Her chest got tighter, her stomach sucking in more violently as air escaped between her fingers in short bursts.

"Mgbglgb...~" Scootaloo moaned near Sweetie Belle's ear, to show that she not only enjoyed the moans of pleasure that she was giving, but also the struggle, she was taking in every detail of Sweetie Belle's fight to hold her breath. Her stomach convulsing, her vocal cords letting out little moans of pain as her body began to buckle and heave... It was very arousing.

Sweetie's vocal cords were starting to moan with strain, as well as pleasure, her legs opened for Scootaloo to have full access to her pussy, her belly convulsing more heavily as she placed both her hands on her mouth, bubbles starting to slip between her fingers in a constant silvery stream. The panic was also bringing her closer to an orgasm, her own peril was a turn on, or maybe it was the fact that Scootaloo had all the control. She was powerless to stop her. But she had no plan to anyway.

"Mmng... hmnng!... hngabglb!!"

Sweetie Belle's stomach was convulsing violently as it was trying to get her to breathe, her body was begging for air, screaming for it, they had spent a minute and a half in the water without a breath, and Sweetie Belle moaning into the water was spilling all her air away quickly, it was making her breath hold even harder.

Between the panic building and Scootaloo using her fingers to pleasure her pussy, She had a powerful orgasm. She let her hands move from her mouth as her eyes opened wide. "MMGBLIGBAHNGB!" She moaned the rest of her air away, her lungs had basically nothing in them, for a moment though that didn't matter at all. The orgasmed she experienced was something she had never felt before, she could admit that her love of being underwater and gaining pleasure from playing with herself or someone else doing it was unmatched by anything else. Her smile was wide, and the warmth all over her body from the pool and the orgasm sent her into such bliss.

She came down from her orgasmic high rather quickly as the pain in her lungs screamed their own silent voice, begging for air. Her belly was sucking in so violently that her body was buckling. Her face was gaining a large amount of red from the strain she felt, though that was quickly changing to hues of blue. The cum from her orgasm mixing with the water and still leaking from her pussy.

Sweetie actually managed to struggle out of Scootaloo's grasp for all of but a moment, she didn't mean to, but her survival instinct was taking over. Sweetie Belle's progress towards the sweet and lifegiving air was cut short as a hand wrapped around her ankle, much like the previous time, only instead of letting her be suspended in the water, she was yanked downwards again. "Mgblb!?" She looked in surprise to see Scoot holding her, she looked so relaxed as she hadn't even used that much air to hold Sweetie Belle.

Sweetie Belle made a motion to show she was out of air, desperate to get a breath. All Scoot did in response was pull her closer again with her arms wrapped tightly around her, one around her chest and another around her belly so she could feel every heave and spasm that her body made. She got what she asked for as Sweetie Belle's body rocked and shook in pain.

"nnk... gbl... gkkngb...!"

Her hands clasped against her mouth, though even still, water was leaking into her mouth and tricking towards her throat, her vocal cords being quite loud as they shared her silent cry of despair. But even as she started to get slower and her leg kicks got weaker, she wasn't fighting very hard to actually escape.

Her thoughts sounded loud in her head as she stared at the surface, her salvation, her face now holding a blue tint on her cheeks as her mouth started completely filling with water She tried to spit it out, only for it to flow back in. 'Don't let go of me... Hold me close Scootaloo... I feel so... so...'

Her own thoughts interrupted as a convulsion hit her so hard that her hands instinctively moved away, her mouth opening as she took in a gasp of water. Her eyes widened as her pupils shrank. 

"GBLGBLHK! Gblullb!! Hack... Nnk!... Nnkgkkabkkl!"

Her chest heaved as she took in a lungful of water, Scootaloo held on to Sweetie Belle's flailing body like a vice as Sweetie violently drowned. When she stopped coughing and took a breath, only more water entered her. Sweetie Belle placed her hands to her throat and squeezed as her back arched while being held down. Scoot was enjoying every second of this, she moved a hand to Sweetie's neck as she continued to buckle and drown.

"Nnkhalbulb...! Gulp gulp... Nngka...! Gulp gulp..."

Scootaloo was getting incredibly aroused by Sweetie's movements and all the things that her body was doing when trying to breahte in the water like it was air. Sweetie's lungs and throat hurt as continued to stare at the surface, Scootaloo could feel her throat working as it swallowed the water down and breathed it in. Scootaloo could even hear the gulping as Sweetie drank the water as if trying to guzzle it down.

"Ankgklb.. gibluk... gulp... gulp.... nkgk... ulp... nnglk..."

Sweetie Belle's vision started to go blurry, she was blaking out as her lungs filled to the brim with water, the final thing that was to fill was her throat, and as Sweetie Belle gave one final heave, Scootaloo had an orgasm herself.

".... gib........ blub........ acklg....... gulp....... gulp............ nnkg....."

"Mbglbgmmblgublbl!"
Scoot felt herself cumming heavily, her sweet sticky fluid shooting into the water, thinking that this was the hottest thing that she had ever seen. It took a second for her to come down from her bliss, she took a moment to look at Sweetie Belle, her face now a pretty shade of red and blue, a purple even... It suit her well. Sweetie was regressed to only ery gentle heaves of her chest, during the final moments of her consciousness, she realized that it had stopped being painful, everything was numb, but almost pleasantly so. She went completely limp as she fully blacked out, her chest giving only tiny heaves until those went still as well.

Scootaloo took a moment to stare at her drowned body, pulling her face towards her own to give her blue lips a kiss. Once she could feel her own lungs starting to get a little tight, she grabbed Sweetie's limp body and dragged it up to the surface again.

"Gaah! Hah... hah... Wow Sweetie, that was really amazing! Better get you up so I can bring you back," she said, climbing out first while holding Sweetie, then dragging her on to land next to the pool, Scoot began the process of CPR. Watching as water spilled from her mouth and throat with each push on her chest.

After about twenty seconds of chest compressions, Sweetie gained a spark of life, which followed with a violent torrent of coughing and vomiting water out of her stomach. Scoot knew that it was time to be gentle since this was a shock to the system. "Hey Sweetie Belle, you gotta breathe okay? Take a deep breath."

Sweetie was laying on her side as her arms and legs felt incredibly tired, she panted heavily as her normal color returned to her face.  She spent time gulping air into her lungs, she suddenly had a much deeper appreciation for air and it's sweetness. She looked up at Scootaloo and spoke with a smile after calming down enough to talk. "Wow... hah... That was... amazing..." She said, now laying on her back and letting the sun kiss her face, it felt warm.

Scoot had to giggle once she knew that she was okay for now. "Which part?" She asked, curiously as she placed a hand on Sweetie's chest to rub it, the gesture was appreciated.

"... All of it.... Orgasming in the water... You holding me down and touching me... Drowning...." She looked away as she felt embarrassment, unable to really tell her the right words to say. Confessing her love for the underwater world just like Scoot loved it.

Scootaloo helped her sit up as she looked at her with a warm gaze, holding her close, to show that she was glad that she loved it. He leaned in to kiss her again, this time was more special since she was conscious. Sweetie Belle squeaked with surprise, she hummed and closed her eyes while the kiss happened. After this Scoot broke the kiss and moved some of the wet hair out of the way of Sweetie's face. "Always plenty more you know... Just gotta ask!" She giggled as she helped Sweetie stand.

With Sweetie's heart fluttering in her chest, she gained a pink blush on her face and nodded. "If I ever go near water again, I'll let you know..." She looked to the side as they both approached their clothing, the blush deepening. "How about we go back to my place and... Well... Lay in bed together...?"

Scoot didn't even have to guess what she was implying, but it was still incredibly adorable that she was still so shy about that kind of thing after what they just did. "Yeah... I'd like that.~"