The Tentacle Rodeo

by The Abyss

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Main 6, Princess Luna, Porn, Fetish, Sex
Length: 42751

When Princess Celestia allows Princess Luna to bring back an ancient festival celebrating the more... debaucherous parts of the night, the mane six are more than eager to help promote the event.

When Princess Celestia allows Princess Luna to bring back an ancient festival celebrating the more debaucherous parts of the night, the mane six are more than eager to help promote the event. Knowing exactly what is going to happen if they happen to fall off, each of them in turn wonders how long they'll last in the rodeo part of the event. Needless to say, they are all anxious to get a turn 'riding' the tentacle monster.

Chapter Order:

Applejack: Mr101
Rainbow Dash: 314
Pinkie Pie: TwinkleTail
Twilight: Vengeful Spirit
Rarity: Ponysopher
Fluttershy: Distorted Flare

Cover art by King-Kakapo

Published 2015-02-05 00:50:01 UTC
Last updated 2015-02-22 04:03:50 UTC

The Proposition

It was a chilly evening, one week before the winter solstice, and Canterlot was already feeling the winter cold. Princess Celestia had just lowered the sun moments ago, lighting the evening sky with vivid colors. The few white clouds that dotted the sky turned a pinkish-orange color as the sun slowly but surely disappeared beneath the horizon, leaving the capital city shrouded in darkness.

Twilight and Rainbow sat together, sipping some hot chocolate on one of the lower balconies of the Royal Tower, waiting for the meeting with Princess Luna that they and the rest of their friends had to attend in a little bit. Twilight had received a letter from Princess Celestia that morning, requesting the six of them to come up to the capital at once; so here they all were.

“Beautiful, isn’t it?” Twilight asked softly as she stared at the setting sun, wondering what the rest of her friends were up to inside. She and Rainbow had wanted to come out here and watch the sunset, mainly because they had sat on the train to Canterlot all day. Twilight’s legs still felt a little stiff from the cramped train car.

“Eh, sure, I guess,” Rainbow said with an uncaring shrug. When Twilight shot her a quizzical look, she rolled her eyes and asked, “Well, if you’ve seen something hundreds of times, it starts to lose its awesomeness, ya know?” She shuffled her wings and then stretched them, itching for a quick flight over the city. They’d been waiting around for the past few hours for the princesses to finish up whatever royal duties they had to attend to, in the dark as to when their meeting would begin.

“Hm, I suppose...” Twilight looked down on the city as she pondered Rainbow’s statement. Most of the city’s surface was covered in a beautiful coat of white, and as she looked off into the distance, she spotted a rather large snowstorm building up in the distance.

“Oh, come on, Twi! Haven’t you listened to a song so many times that you never want to hear it again?”

Twilight blinked a couple of times. “Actually, yes, I have.”

“Exactly,” Rainbow continued, “Sometimes things get boring if you see or listen to them over and over again, and after seeing the sun set countless times, it’s just kinda... I don’t know... meh?”

Twilight sat in silence for a moment then chuckled. She let a smile slip onto her face and gave Rainbow a silly look. “Buuuuut... it’s still pretty, right?”

Rainbow rolled her eyes. Just as she was about to respond, they heard hoofsteps behind them. She looked over her shoulder and found a pair of Celestia’s guards standing side by side at the door leading back inside.

“It is time,” one of them said in a deep monotone voice. “Please, allow us to escort you upstairs. Dinner is minutes away from being served, and the princesses are ready for you upstairs.” They stepped aside, allowing them enough space to walk past them.

Twilight and Rainbow shared a glance, curious as to what this meeting had in store for them. Upon seeing the rest of their friends walk out into the hallway, Twilight stretched out her wing and motioned for Rainbow to go first. Rainbow nodded once at her and then trotted into the room and out into the hallway. They followed the rest of their friends upstairs and into one of the smaller dining halls, their hushed whispers echoing off of the stone walls.

One by one, they emerged from the winding staircase and into the dining room, where both of the princesses sat on one side of a table. It was a rather cozy room, one that Twilight had expected to be much, much bigger. The walls held several candles, and a beautiful candle-lit chandelier hung above the large oak table. The other side of the table held several empty cushions; no doubt meant for them to sit on. Once everypony found their seats, Twilight, along with her friends, bowed before the two royal sisters.

“Rise, my little ponies, and feast, for the chefs have prepared us quite the tasty meal for tonight,” Princess Celestia said, motioning with a hoof for everypony to take their seats. Servers walked into the room, holding covered platters full of food in their magical grasp. They laid them down on the table, one in front of each pony. They stepped back, bowed, and then left the room.

Everypony dug into their meal with gusto, mostly eating in silence. Luna’s gaze flicked over the six assembled friends, all feasting on their dinner with various levels of etiquette. Next to her, Celestia chuckled at the scene, especially at Pinkie’s growing mashed potato figure. The two were content to let them have fun and make idle chatter, for now. It wasn’t too often that they would get to enjoy the company of their subjects without being looked at every two seconds to make sure they approved of how a pony was holding their spoon.

“So...” Luna trailed off, keeping her voice low enough that just her sister could hear her. She’d been playing with her food for the past few minutes, trying to work up the courage to ask the question that’d been dancing at the tip of her lips the entire day. With a soft sigh, she turned to face her sister and asked, “Can we, er... talk to them about the Winter Solstice Festival that I want to bring back?”

Celestia groaned, rubbing a hoof against her face. “Really Luna? Do we have to talk about this now?” Luna nodded back, a hopeful expression on her face. “Times have changed, sister. I’m not sure how commoners would react to such an event.”

“Well, you still have your Summer Sun Celebration...” Luna pouted, biting her lower lip. The conversation around the table died down a bit as the others started listening in. “I just thought that since I’ve been back for a few years, I could finally bring back my festival.” She lowered her voice and leaned closer to her sister. “I can ask our friends here if they would like to participate in the, um... festivities. Having them perform would attract quite a large amount of ponies.”

Celestia looked back up only to get a faceful of a rather bushy pink mane. Her eyes going cross-eyed, she gently pushed Pinkie Pie away from her, but much to her surprise the pink pony pushed back, once again filling her vision with pink hair. With a soft chuckle, Celestia lit her horn and gently lifted Pinkie away from her, placing her back on her cushion across the table.

She should have known better, though, for the excited pony jumped up and darted under the table. Celestia cocked an eyebrow at Pinkie’s actions, not quite used to her silly antics. A moment later, Pinkie’s head popped up on their side of their table, her head laying right in between Princess Luna’s legs. The guards around the room all took a hesitant step forward, unsure of what to do until Luna waved them off with a hoof.

“Did you say something about a festival?” Pinkie Pie asked hurriedly, her eyes as wide as dinner plates. “Like a party kind of festival?”

“Of... a sort, yes,” Luna said with an amused smile. She pulled Pinkie from under the table and placed her on the cushion adjacent to hers. Before she could say potato, Luna suddenly found herself nose to nose with Pinkie. Feeling a tad bit nervous from the sudden invasion of her personal space, she looked over her shoulder to find half of their guests trying to hide their laughter behind their hooves while the others didn’t bother to hide it at all.

“Well, um, yes, there was talk of a, ah... party.” With exaggerated care, Princess Luna pushed Pinkie off of her and, for good measure, scooted her cushion back a few feet. “And I was just about to ask my dearest sister if she would allow me to reinstate it. I was also goi–”

She broke off into stunned silence as the party pony stood over Celestia, all four of her hooves on the table. She hadn’t seemed to move, and had just appeared over there in a flash. “Say yes say yes say yes say yes! Parties are great but festivals are even better!”

“Pinkie, what even is the difference between a festival and a party?” Rainbow called out from the other end of the table, confused.

“Obviously, a party is a party and a festival is a festival. Well, a festival is more like a party that’s outdoors and has a whole lot of ponies attending and has less rules to make things funner. So festivals are obviously better, and a festival that hasn’t been celebrated in centuries just has to be brought back, and it should be thrown by a pony who knows what they’re doing!” She nodded curtly before fixing her gaze back on Princess Celestia.

“You mean Cheese Sandwich?” Rainbow asked with a snicker. Pinkie glared at her, making her wilt a little under her gaze. There were a few moments of tense silence before Pinkie felt herself float into the air, held in an aura of golden magic. Rainbow’s joke already forgotten, she let out a happy ‘whee’ as she flew back to her seat, spinning and executing mid-air tricks.

Celestia made herself more comfortable in her seat, fixing the crooked crown on her head as an afterthought. “Well, I suppose that if we have willing ponies...” Her eyes trailed around the room, watching as each of the six nodded their heads, “Then I think the Nocte Sollemni can return...”

“Splendid!” Luna said happily. “I shall begin preparations at once!” At that, she trotted from the room, a small pep in her step.

“So what happens at this festival, Princess Celestia?” Twilight asked, wishing she had a book or five to translate the festival’s title. She had never heard of Princess Luna’s old festival, making her feel a bit antsy from not knowing some small bit of history. “I’ve never heard of such an event before...” She looked up and away, scratching her chin with a hoof as she wracked her brain for any info about the festival.

“Well, that’s because Luna’s festivals were kept under wraps for the most part. She used to take great pride and... pleasure in these ceremonies, for they took place during the night when she is most powerful, the time that she cherishes most,” Celestia said, no longer eating her food.

“What goes on at this festival, Princess?” Rainbow Dash asked, cocking her head to the side.

Celestia stayed silent for a few moments, choosing to eat something small instead to buy herself some time. They were going to find out eventually... “In keeping with nightly happenings, Luna created a festival that happened on the Winter Solstice that celebrated the more... perverse aspects of celebrating the night.” She watched as everypony’s eyes widened. “Her festival’s main event is a competition, a, erm... ahem, a rodeo of sorts.”

“A rodeo competition, eh?” Applejack scoffed, then kneed Rainbow in the side. “Ah’m so going to beat you, Dash!” she whispered into the pegasus’ ear. “Ah’ve got medals upon medals, ribbons upon ribbons that say that Ah’m better than you!”

“What?! Oh, come on!” Rainbow retorted, a look of disbelief on her face. “There’s no way you’re going to beat me in the rodeo! I–”

“Ahem.” Celestia cleared her throat softly, prompting the arguing ponies into silence. “If you two are quite finished, I would like to continue.” She saw looks of guilt instantly form on their faces, so in order to dispel their worries, she winked at them. When they relaxed, she continued on with a soft smile, saying, “In past events, Luna likes to summon a new beast every year, and this year she’s picked quite a unique specimen, the crinis monstrum.” She waited for Twilight to chip in with more info about the creature, but when she didn’t say anything, she mentally shrugged and continued. “If you are unfamiliar with the translation, my little ponies, crinis monstrum loosely translates to... tentacle monster.”

She paused to gauge everypony’s reactions. Fluttershy was hiding behind her mane, Rarity was blushing so hard she would give the ripest of cherries a run for their money, and Pinkie was bouncing up and down in her seat. Twilight was staring at her with wide eyes, and Rainbow and Applejack went back to bickering over who would win.

“So let me guess...” Twilight spoke up, making Applejack and Rainbow quiet down. “Since you said this rodeo involves the more perverse aspects of the night, and since you said that the creature we will be riding is a tentacle monster, I can only assume that this competition involves some form of debaucherous sex. Am I correct in saying that?” A faint smile slipped onto her face.

“Indeed you are, little one,” Celestia said, giving her old apprentice a small nod. “Now, I wouldn’t hold anything against any of you if you decided that you didn’t want to participate. I–”

“I’m in!” Rainbow Dash said, cutting the princess off. She looked at Applejack and gave her a playful swat on the flank with her wing. “Everypony knows that I’m gonna win this competition, Applejack, so there’s no point in you joining,” she said nonchalantly, hoping that her friend would bite her bait.

“You kidding? If you’re in, I’m so in! Somepony’s gotta take the second place ribbon, and that pony is going to be you!” Applejack said, returning Rainbow’s nudge.

“What? Don’t you mean, um... you?” Rainbow asked lamely.

“Hey!” Pinkie squealed, making both Rainbow and Applejack wince at her high-pitched scream. They turned to look at her, annoyed looks upon their faces. “If you losers are in, them I’m totally in!”

“Losers? What do you mean by that?” Applejack asked. “You’ve never done a rodeo, Pinkie! What’s got ya talkin’ all this trash talk?”

“Isn’t it obvious? I worked my flank off on a rock farm then I–”

“Got fat eating so many sweets?” Rarity asked, making everypony laugh around the table, including Pinkie.

“Ha! That was a good one, Rarity! But I’m going to win, and you know how?” When nopony responded, she smiled and rolled her eyes. “I’m going to use my Pinkie Sense!”

“Oh, come on, that’s not going to help you stay on a tentacle!” Rainbow retorted with a scoff. “You need to be athletic like me or Applejack! Having your tail twitch or your ears flick isn’t going to keep you from falling off; you need muscle, stamina. You know, things that make a pony strong?” she asked with chuckle. After that, she glanced over at Twilight. “You in, egghead?” She nudged her side, breaking her from her train of thought.

“I... um, yes, I think so,” Twilight said with a little blush. “I would love to get a close-up look at this creature for, er... studies and whatnot. Besides, I’m down for a little fun every now and then, and this competition can’t be that bad, right?” She chose to avert her gaze from the princess’s. “It’d also be a good way for us to, err... bond.”

“Awesome!” Rainbow said. “Rares? What about you?” she asked, staring at her friend.

Rarity shrugged. “Sure, I don’t see why not.”

“Really?” Rainbow sat back, a little perplexed. “I kinda thought you were going to make up some bullshit reason why you didn’t want to go.”

“Do I need a reason why I want to go, other than wanting to see you get rutted senseless by this beast?” Rarity asked with a smug smile. As Rainbow’s eyes went wide, she said, “Besides, if– no, when I beat you, I’ll never let you live it down.”

“Hehe, we’ll see about that!” Rainbow shot back before she turned around to look at Fluttershy. “Hey, Flutters? What about you? You want to go to our little friendly bonding session and meet a new animal you’ve never even seen before?” Rainbow knew she had Fluttershy’s answer when she dropped the word animal.

“S–sure, I’ll go,” Fluttershy whispered, then after clearing her throat, she said a little louder, “But I don’t want to go first.”

“I’m sure that can be arranged, my little ponies,” Princess Celestia said with a smile. “Luna will be so happy to hear that you all want to participate in the competition. Surely, this will make her happier than I’ve seen her in a long time... Anyways, let us get some desserts out here, and then I shall fill you all in on the finer details...”

“Hey everyone, I’m here!” Pinkie exclaimed as she trotted through the front door of Twilight’s castle. It was a couple of nights away from the Winter Solstice, and she was supposed to meet the rest of her friends to make final plans. They had finished setting up the tent and the stands a couple of miles north of Ponyville for the event, and Luna couldn’t have been more pleased. The princess had already summoned a suitable tentacle monster for the event, and she was more than excited to watch it perform.

Pinkie didn’t see anypony in the large foyer, so she shrugged and shut the large crystal door behind her. A grand staircase took up most of the room. The wall it hugged was dotted with shimmering, magically-lit orbs. She heard the sound of faint voices coming from somewhere above her, so she flicked her ears towards the top of the stairs, trying to make out what they were saying.

After waiting and hearing nothing for a few breathless moments, Pinkie gave up and galloped upstairs, her heart racing with pure, unbridled excitement. Too bad the event was still a couple of days away; she wanted to do it now. Once she had made it to the second level, she stopped once more and cocked her head upwards. Now, she was able to make out the familiar sound of Twilight’s laughter. She raced up another flight of stairs, and as soon as she reached the top, she heard the voices of the rest of her friends.

Pinkie Pie trotted down the hall and around the corner where Twilight’s bedroom lay and found the rest of her friends sprawled out on a large pile of pillows. “Hey guys! You all pumped up for the competition? It’s gonna be soooo much fun!”

“Totally!” Rainbow said, flapping her wings. She hovered above the rest of them, staring right at Applejack. “You know there’s no way you’re going to stay on longer than me. After all, I did win the Iron Pony competition!”

“But you cheated on that!” Applejack said with a competitive smile, yanking Rainbow back down to the pillows with a quick yank on her tail.

“Oh yeah?”

“Yeah!”

Pinkie Pie sat down next to Fluttershy, who passed her a mug of hot chocolate.

“Well, how about this? Since you think I cheated in our last competition, let’s use this rodeo to settle the score once and for all! Deal?” Rainbow held out her hoof, waiting for Applejack to bump it.

“Oh, you got a deal!” Applejack said confidently, bumping Rainbow’s hoof. “Just remember that I’ve been in a lot of rodeos before, so when you see me wipe your sorry flank all over the scoreboard, don’t get all huffy!”

“Huffy?!” Rainbow sat back, a shocked look upon her face. “Why would I get huffy if I’m gonna win?” She stuck her tongue out at Applejack.

Applejack rolled her eyes as she settled down on the pillows. “Yeah, yeah... We’ll just have to see how things go tonight, won’t we?” She pressed her nose against Rainbow’s, daring the other mare to push back.

“Girls, girls!” Rarity playfully scolded the two, using her magic to swat their flanks with a small cushion. “Do act moderately civilized if you will; we are guests in Twilight’s castle after all.”

“Fine, fine... but only if Applejack admits that I’m the better pony for this competition!” Rainbow said.

Rarity’s eye twitched. “I’m sure we’ll all be able to prove ourselves at this competition later, so let’s save the smack talk for later, hm? I think Twilight wanted to go over some last minute details.”

“Mhm...” Twilight said, waiting for everypony to quiet down. “Alright, so you all know what the rules for the rodeo are, and–”

“Um, can you go over them just one more time?” Fluttershy spoke up. “I just want to make sure I know them.”

Twilight smiled and picked up a piece of parchment from across the room with her magic. “Of course, Fluttershy,” she said. “It’s not that complicated, but I’ll go over them just one more time just in case anypony else needs me to. Ahem! Each round will last for a maximum time of sixty seconds. The rider will attempt to stay on for the fixed amount of time, and if they should fall, they are subject to the will of the beast. That inc–”

“That means the beast gets to fuck you if you fall off, right?” Rainbow asked, her ears flicked forward. She waited with an eyebrow cocked upwards.

Twilight chuckled. “Yes, Dash, that means you get fucked.” Rainbow squeed, making Twilight roll her eyes in mirth. “Anyways, like I was saying, that includes, but is not limited to, oral penetration, anal penetration, and vaginal penetration. Once the beast has had its way with you, it will lay you back on the ground, upon where you will either walk to the lift or have the handlers help you to the lift.” Twilight lowered the parchment. “Any questions?”

“Um, yes...” Fluttershy spoke up, raising a hoof. “If we fall off, how long will the monster, um...” she trailed off as a blush formed on her cheeks. “Have its, err... way, with us?”

Twilight shrugged, then giggled. “However long it wants to, I guess.” She picked up the parchment, double and triple checking to make sure she didn’t leave anything out. “Oh! I almost forgot; the procedure for the pit!” Twilight cleared her throat. “Once the contestant has stepped onto the lift, they will be lowered thirty feet downwards into the arena. The unicorn handlers will secure a sizable tendril for the contestant to latch onto, then Princess Luna shall start the countdown. Once the count reaches zero, the handlers will release the beast from their grasp, starting the competition. The contestant must stay on for a full minute, and at that point, the handlers will subdue the beast, allowing the contestant to dismount and return to the lift for their prize.”

“Prize? Nopony said anything about a prize! What is it? What is it?” Pinkie asked, bouncing up and down in place.

Twilight scoured the document. “I’m... not sure. I think Princess Celestia said that there might be some bits in it for us, but she never told me any specific amount.” She focused her magic on the parchment and teleported it over to her desk, where it popped back into existence. Twilight grabbed her half-empty mug of hot chocolate and raised it in a toast. As the rest of her friends lifted their mugs into the air, Twilight smiled and looked at each of them in turn. “May the best pony win!”

Applejack

Author's Note

From Mr101:

First time writing tentacle clop. Gotta admit, it was rather fun! Abyss let me put my OC Moon Dancer in as a small cameo in order to tempt me to work my butt off. (That's what he thinks!) Fun fact: I wrote about 1.3k of this listening to the Benny Hill theme on x1.25 speed.

If you want to read more of Mr101's work, go check out: http://www.fimfiction.net/story/168823/a-romp-in-the-empire

Applejack

Well... it’s time... Applejack thought as she pushed her hat onto her head. The sun had set about an hour ago, leaving Sweet Apple Acres with little light. Luckily, there were no clouds in the sky, letting the moonlight light her way through the snow and out to the road.

She and her friends, with the help of several Lunar Guards, had set up a large tent a mile out of Ponyville. It had taken them a few days to get everything set up, but they got everything done two nights before the event. Ponies from all corners of Equestria had been streaming in all week, taking up all of the hotel rooms in the small town, more than eager to witness the event tonight. It was a one night a year event, and even though announcing the event had been a little delayed, every single ticket had sold out, most likely due to the fact that the Elements of Harmony were competing.

Applejack couldn’t help but feel a bit nervous as the tips of the tent came into view. After having some time to actually think about what was going to happen at the event, she was starting to feel a bit skeptical about her abilities. This rodeo was definitely something else. Since she and her friends were competing, Princess Luna had let them get a sneak peek for the creature she had summoned, and boy, was she shocked. Its limbs and appendages looked like they were super slick, and they had whipped around the arena with surprising ferocity. She had snuck a glance at Rainbow to gauge her feelings about the competition, and she was surprised to see that she had flicked her ears back, her tail tucked in between her legs. Even though she had been in a similar state, she had fought to remain calm and collected, praying that her lapse in confidence had remained unnoticed.

Applejack felt a shiver run down her spine as she kept walking. She remembered how she had to bend the truth for her little sister earlier today, which it in itself was no easy feat for her. Applejack was grateful that Big Mac had helped her in explaining what she was doing tonight to Apple Bloom, for she just didn’t have it in her to lie to her sister. She had been surprised that her brother hadn’t shown that much shock when she mentioned that she was going to be a part in the event, and she was even more shocked to find out he was going to be a part of the crowd. Not when she was taking part, thankfully. However, Applejack was more than surprised that Granny Smith found the whole thing hilarious when she brought it up with her.

“Well, ya only live once don’tcha?” she had asked her. “You shoulda seen what ah was like back in mah day, heh… the raunchy stuff ah used to get up to with the other mares and stallions woulda made anypony blush nowadays!” Applejack shuddered at the thought.

The mare was brought out of her thoughts as she approached the arena. She let out an impressed whistle as she took in her surroundings. The arena was covered in a large, dark blue tent with assorted star markings all over it, mimicking the night princess’ mane. A very faint glow came from under it, indicating there was life inside of it. The mare heard a flutter of wings from behind her and turned around to see Rainbow Dash landing, a confident smirk on her face.

“So, you showed up then?”

“‘Course ah did!” Applejack replied, glaring at Rainbow Dash, “As if ah’d not!”

“Dunno, thought you’d be scared,” Rainbow causally taunted as she folded her wings.

Applejack gritted her teeth and was about to butt heads with the pegasus when she caught sight of the other girls approaching.

“So, you girls ready for this?” Rainbow called out as she faced the rest of their friends.

Twilight nodded and smiled smugly at them all. “I’ll have you all know that I studied up on the creature that Luna summoned for us, so I have some knowledge on my side! And as you all know—”

“Knowledge is power!” Pinkie interrupted with a grin.

Twilight huffed at her before coughing, “Yes. That.”

“Pfft, knowledge schmoledge!” Rainbow scoffed with a roll of her eyes. “Everypony knows that I’m gonna win this!”

“Oh yeah? I bet yah ain’t ever even done a rodeo before in yer life!” Applejack snapped back.

“Says you, Dad used to take me and Mom to this ranch his cousin owned. We used to ride the giant sandworms for fun over the desert nearby,” Rainbow replied as she nonchalantly inspected her hoof.

Applejack and the others just blinked at her, processing what the pegasus had just said.

“Okay…” Twilight said. “Anyway, as I was saying, I have knowledge on my side, so I’m pretty sure that I’m going to win.”

“Well ah have experience!” Applejack retorted. “And experience is much better than knowledge!”

“Well, Ihave grace,” Rarity sniffed, tugging her scarf tighter around her neck.

Applejack and Rainbow Dash snorted, then shared a knowing glance. “As if grace is gonna help ya...” Applejack muttered under her breath with a teasing smile.

“You’re all going down! My Pinkie sense is going to help me win!” Pinkie giggled.

“I-I’m an animal expert…” Fluttershy said, her voice soft and completely not as confident as she wanted. “I–um, I think I’m going to win…”

“Ah, you all made it!” a voice called out from behind them from where the arena was.

The girls turned round to see who was speaking. They all saw a bat pony approach them with a large grin on her face, her fangs bared. She had a large part of her purple mane covering her right eye and she constantly shuffled her wings to keep warm in the cold winter night.

“Greetings,” she said with a short bow. “I’m Private Moon Dancer. Princess Luna has requested that I escort you to her when you arrive.” She stepped to the side, a fiery glint in her eye. “Please, follow me.” At that, she turned the rest of the way around and trotted back towards the performer’s entrance, leaving the six of them standing around in the snow.

“Well... if Princess Luna is expecting us, we really shouldn’t keep her waiting,” Twilight said as her body was wracked with a small shiver. The rest of the girls nodded in silent agreement as they all followed the bat pony into the arena. As they neared the tent flap, Rarity trotted up beside Moon Dancer.

“So… could you possibly tell us what exactly is going to happen?”

“Well…” Moon began, cocking her head to the side. “Depending on who wants to go first, you just basically gotta last out the timer without being, you know, fucked senseless. Not much else to it. So long as you stay on, you’ll be fine.”

“I-I see…” Rarity blushed at the bluntness of the guard.

“You know, I’m kinda jealous to be honest,” Moon continued as the group entered the tent, a small blush tinting the dark fur on her cheeks red.

“Why?” Rainbow asked.

“Kinda wanted to give it a go, ya know? The thought of having all those tentacles pumping inside you, spreading you wide for everypony to see...” She flicked her tail a little as her body gave a pleasurable shudder. “Hitting your spot over and over... mffph!” Moon replied, shivering a little and biting her lower lip. Her blush deepened to the point to where it was quite apparent.

The group stared at the mare, each one with a different level of blush on their cheeks. Moon noticed their blushes and blinked slowly. She then smiled sheepishly, coughing into her hoof and returning her gaze ahead. “But, alas, I’m on duty tonight. So... I don’t know, maybe next year? I’m just glad to hear that Princess Luna revived this festival.”

“Yeah… next year, “Rainbow nodded, swallowing a lump in her throat as she felt her excitement build. She flicked her tail down in between her legs to hide her growing arousal. She followed the rest of the group around the back of the stands and up a few flights of stairs, her wings too stiff at her sides to be of any use right now. Soon, the group soon arrived at a door bearing Luna’s emblem.

“Please wait here for a moment,” Moon instructed. She tapped the door twice, then opened it and stepped inside.

After a few moments, the girls heard an exchange of voices between Luna and Moon Dancer, and before they could try to think what they had said, their friendly guide poked her head out and gave them a toothy grin. “Alright, come on in!” she said as she stepped back, allowing the six of them to walk inside.

The girls thanked her as the entered, the bat pony resuming her post of guarding the tent entrance. Luna was sitting on a large regal sofa, similar to Rarity's drama sofa albeit in the richest of midnight blues.

“Ah, welcome, Elements,” the princess of the night greeted with a warm smile. “I am glad to see you all here on this finest of nights.” She stood up and walked up to the only other door, this one leading to her seat overlooking the arena. Opening it with a flick of her horn, she let the sounds of the crowd’s roars and cheers fill the room. Princess Luna took a few moments to revel in the sounds of the more than eager crowd assembled before them all. “So...” she started, a sultry look in her eye. “Who wants to go first?”

Applejack stepped forward before anypony could utter a word. “I will, yer highness.” She gulped as Luna’s eyes ran all over her body. Her left hind leg started shaking from nervousness, but her experience from prior rodeos gave her just enough strength to quell her fear of failing in front of her friends and the princess. She’d never been the first to perform, and the knowledge of that made her just a little nervous.

Princess Luna’s smiled deepened. “So be it. The Tentacle Rodeo shall commence!”

Oh, what the hay did ah get mahself into? Applejack asked herself as she settled down onto one of the tentacles. If she didn’t clench her hind legs together, the tentacle was just thick enough to touch the inner parts of her thighs. Before, up in Princess Luna’s deck, she had thought that there would have been an actual saddle for her to use, but she discovered that it was quite the opposite as soon as she had reached the arena floor.

Applejack wrapped her legs as best she could around the tentacle, slightly put off by how slippery it was. She used her front hooves to try and wipe some of the white slime off of where she would grab onto, then did the same with her hind legs. Even though the tentacle was still slick, Applejack felt a bit more confident in her chances. She kept her tail loose, though she tried to keep it tucked around her flank. Fully aware of what would happen to her if she fell off, she felt a blush form on her cheeks as she imagined getting fucked in front of this large crowd of ponies and her friends. A little stream of her arousal seeped from between her puffy lips, making her seat just a little bit slippery. The mare failed to notice, but the tentacle shuddered slightly as her juices slid down its sides.

“Welcome to the Tentacle Rodeo!” Applejack heard Princess Luna cry in glee, followed by the cheers of the arena. She looked around, taking in the many, many faces. She blushed a little more as she saw many faces she recognised. Carrot, Derpy, Caramel and to her surprise. Mr. and Mrs. Cake. The mare also saw her friends, each one sitting beside the Lunar Princess who sat on a makeshift throne.

“Are you ready, fair Applejack?” The princess asked her with a booming voice.

Applejack could have sworn she saw a lustful glint in her eyes, sending a small shiver down her back. She swallowed a lump in her throat and exhaled, nodding with a determined look on her face. “Ah sure as hell ahm, yur highness!”

Luna grinned and turned her gaze to one of her guards and nodded, “Then begin the countdown!”

Applejack gritted her teeth as the entire arena shouted in unison.

“Three! Two! One! GO!” As soon as everypony reached the bottom of the countdown, the unicorns that were holding the tentacle monster in place released it from their grasp, letting the competition begin.

Ah shit... Applejack thought as she slipped forward a few inches. She saw the end of the tendril a good ten feet or so away from her, and she hoped that she wouldn’t reach that far. Besides, she only had a minute to last. How hard could it be?

No sooner had the monster been released, it violently shuddered with what only could be described as a foal-like glee. The tentacle she had latched onto immediately arched into the air, catching her off guard for a brief moment before it quickly swung back down. Applejack yelped as she nearly lost her grip, her rear end shooting upwards with the tentacle’s downward movement.

The monster kept this up for a few moments as it tried to dislodged the mare from its tentacle, but Applejack was having none of it and she was able to figure out how to clamp her rear legs around the tentacle to stay on. However, this had a slight negative drawback.

Well, sort of negative.

The extra grip on the monster may have helped her stay on it, but due to just how hard she was holding onto it, her pussy’s lips were slightly parted and the tentacle was rubbing against her sex with each twist and turn. The mare let out a loud moan and whined a little as she fought to keep in control. The beast tried a new tactic, now swinging her around in circles above its head.

“T-That all yah got?” Applejack taunted, despite the rubbing causing her voice to stutter slightly.

The arena cheered and roared in approval, some onlookers merely staring with dropped jaws at the display. Some were even getting aroused, trying to either cover it with their tails or simply ignoring it. Applejack’s friends watched the display with deep red blushes on their cheeks, watching every movement not of the tentacle, but rather more the area where the tentacle was rubbing against Applejack’s privates.

Come on! Applejack thought as she tightened her grip on the tentacles. Her muscles burned for release, but she knew that it was nearly over. Just gotta h–hang in there!

She dared not look at the timer, lest she lose her concentration and lose her grip on the tentacle, despite how much she was contemplating it. The tentacle rubbing her off was simply pure ecstasy. She had been with a few stallions in the past on raunchy one-night stands and had even been with a couple of mares. When she wasn’t able to find company, she tended to enjoy the occasional night with her hoof and an assortment of toys from time to time, but this was surely something else. It felt like no stallion’s cock or mare’s lips that she’d felt before; heck, not even her dragon dildo felt like this.

And this tentacle was just rubbing her.

Applejack longed to have the tentacle ram in and out of her tight snatch, over and over, not even giving a damn that she would be on display, but she knew plain and simple that that would mean she would lose. Well, it wouldn’t be a loss to her given the pleasure she could get from the beast.

No! she mentally shouted at herself, gritting her teeth and holding back another moan as the tentacle rubbed her labia now with more tenacity. A-Ah can’t lose! Not in front of Rainbow...

The arena was filled with a sudden ringing as the timer hit zero. Applejack looked up with sweat sticking to her brow, her chest panting as she listened to the roars of approval. Before she knew what was happening, the unicorn handlers once more restrained the beast, letting her slide off. As she shakily stood on the ground, she couldn’t help but notice that the monster seemed… annoyed, a little let down even. If she didn’t know better, it seemed that it was saddened at the sight of losing its first victim.

As she smiled to the crowd, waving her hoof and relishing in the sweet taste of victory, she caught sight of her friends who were slowly waving back, still blushing furiously. But what was more odd, was that, although she was applauding the mare’s effort, there was a dangerous hint of what seemed to be disappointment, and mischievousness.

Luna raised a hoof and the crowd began to quiet down. “Mares and gentlecolts, fair Applejack has become the first to tame the beast!” Again, the arena roared with approval, however Applejack noticed that the majority of the stallions, and some mares, were looking a little disappointed.

“However…” Luna continued, causing the cheers to stop instantly and Applejack to look up at her on confusion, “Applejack! I know for a fact that you’ve had experience in rodeoing before. Is that not correct?”

“Ah have…” Applejack said, unsure as to where the princess was going with her question.

“So… I’d say that that is a little bit unfair to the other Elements, who have not experienced a rodeo before, wouldn’t you agree?”

The crowd murmured a little as they thought about the question, some nodding in agreement.

“Hey! I’ve had experience!” Rainbow huffed as she crossed her front legs.

“Rainbow, you have not ridden giant sand worms across a vast desert,” Twilight replied with an unamused look upon her face. Rainbow opened her mouth to argue, but the princess interrupted her before she got a chance.

“So… how about you try again, fair Applejack? Tame the beast twice in a row and you can show us all just how skilled you are!”

Applejack was about to complain that this seemed unfair and that she had won fair and square, but the princess’ question caused the arena to roar with approval, and soon the crowd began to chant her name over and over again.

“Ah... ah don’t know, Princess. Ah’m a bit worn out, and–” Applejack said before Rainbow’s voice rose above the rest.

“Oh, come on, you chicken?” Rainbow taunted her. “I could totally take down this thing twice in a row, and you’re telling me you’re too tired to go another round? I bet you’re afraid that you’d lose this time!”

Applejack felt her pride start to swell up inside of her, pushing aside any complaints of being asked to do the challenge a second time. It didn’t help that the mere thought of riding the tentacle again was making her pussy tingle with excitement, and on top of that, she just had to prove Rainbow wrong.

With an irritated flick of her tail, she yelled, “Fine! Ah’ll do it again! And this time, ah’ll ride it for double the time!”

The crowd went mental as the night princess coyly smirked.

“Very well, fair Applejack.” Princess Luna nodded to the guard as he reset the timer with double the time on it. Applejack once again took her spot on the tentacle, doing the same routine as she did last time in order to ensure she could grip the beast. What she didn’t seem to notice was that this time, the tentacle was strangely rigid.

Luna grinned a mischievous grin. Applejack had fallen right into her trap, and it was time for the onlookers to get a real show. “And now, with the timer being doubled!” Luna bellowed. “Begin the countdown anew!”

As the crowd began to count down from three once more, Applejack exhaled and gripped tighter, this time wriggling her rear so her pussy was snuggled into the tentacle, ready to enjoy another round of rubbing.

“GO!” The crowd cheered. Applejack braced herself for the tentacle to make its move. However, nothing happened. The crowd whispered to one another in confusion as the tentacle remained as it was.

“Uh... Princess—?” Twilight began, but was cut off by Luna raising her hoof.

“Watch,” the princess replied simply.

Twilight and the others returned their attention to the tentacle and Applejack. As the timer kept counting down, still the beast did nothing. This made some of the spectators look unamused down at the monster, as if their expressions would somehow get the creature to move.

“Well… come on… git!” Applejack huffed as she squeezed her rear legs around the monster. No sooner had she done so, the tentacle violently jerked backwards, sliding out completely from under her, making her yelp in shock as she found herself falling to the ground. Her eyes widened as she watched the beast start to shake. Just before she hit the ground, several miniature tentacles burst out from the beast and shot towards her with a speed that was far greater than any pegasus. Before she had a chance to say or do anything, she felt one of the appendages wrap around her barrel tightly, saving her from hitting the gound. She let out a small sigh of relief but it was cut short as two tentacles grabbed her rear legs and spread them apart, keeping them firmly held out wide at least a forty five degree angle.

Applejack struggled against the tentacles as more approached her. “What in tarnMMPFH?!” She was interrupted as a smaller tentacle tightly wrapped around her muzzle, keeping her mouth shut. She quickly tried to pry it off with her front hooves, only for them to be tugged away just like her rear legs. Applejack blushed as she felt the eyes of the spectators on her, their lust filled cheers ringing through her ears.

The tentacles lifted her front end so that it looked like she was standing in mid-air. She muffled a gasp as her tail was yanked up, exposing her swollen lips to the crowd facing it. Her cheeks went a shade red that rivaled a tomato as she heard the loud cheers from stallions and mares alike as her most private area was put on display for them. It didn’t help that she was getting more and more turned on by the second, as shown by her arousal leaking down her inner thighs.

Applejack watched with wide eyes as a new tentacle made its way under her. The mare desperately tried to crane her head to see what it was doing, but the tentacle holding her muzzle shut kept her head firmly in place. She was able to see the shocked and reddened cheeks of her friends staring back at her, each one looking back at her with wide eyes. Rainbow Dash was clearly aroused. Her wings were at full mast, and Applejack could have sworn one of her front hooves were in between her hind legs.

She let out a low moan as the head of the tentacle rubbed against her exposed lips, firm enough for her to feel it but soft enough for her to not feel that much pleasure from it. The beast shook with another level of excitement as it felt her body respond to what it was doing. It poked at Applejack’s entrances, making her whimper softly and try to push back against the tentacle.

The tentacle slid forward then angled its tip towards the ceiling, rubbing in between her swollen lower lips with its side. Applejack felt a shiver run down her back as she let loose a small moan. Quit teasin’ me... She bucked against the tentacles’ grasp, trying to make the tentacle spread her lips more, but to no avail. The tentacle teasing her pulled itself away, letting her puffy lips plop back together, much wetter than they had been before. Before she could feel disappointed, the monster suddenly forced its way into her, leaving her with no time at all to brace herself.

Applejack let out a high-pitched, muffled scream of pure pleasure as the tentacle made its way in. It felt like a stallion cock’s head but much, much larger. The girth alone was bigger than anything she had ever taken, toy or otherwise. She threw her head back as the tentacle began to pump inside of her, making a series of loud, wet, and sloppy squelchs come from her rear end. The stands roared and cheered as the tentacle got down to business and began to fuck the mare relentlessly. Applejack let out moan after moan as her body jolted in the air, all the while being firmly held in place by several tentacles. She glanced up to the stands to where her friends were and took in their expressions.

Rainbow was cheering loudly and judging by how stiff her wings were and the redness on her cheeks, she was still very much aroused, probably more than ever. Rarity and Twilight simply stared with their mouths hanging open, and Applejack was sure she could see both of them eyeing her with a lustful envy. Pinkie was bouncing from side to side cheering, though whether it was for her or the monster, she didn’t know.

Before she could find Fluttershy, she snapped her head back up as the rhythm and speed of the tentacle began to quicken at an alarming rate. She did everything she could to get as much pleasure as she could from the appendage, determined to cum before the monster could be done with her. Her insides clenched around the tentacle, pulling it deeper within her, making her groan and shudder. Saliva leaked from her shut lips as her eyes began to roll back slightly. Two tentacles that were not doing anything began to massage her flanks, firmly pressing into where her cutie marks were, making the mare shiver in delight. Cutie marks were very sensitive to certain levels of pressure, if applied correctly.

The mare desperately tried to arch her back and to push herself against the tentacle, anything to take it just that little bit deeper as it thrusted in and out of her faster than any stallion could even dream of doing. The sounds of the tentacle thrusting in and out of her dripping sex filled the arena with the heavy smell of her arousal, Applejack moaning and shuddering like she was in heat as she was fucked senseless. Her legs began to quiver a little as she felt her orgasm start to build, something the tentacle seemed to sense as it now slammed into her like a blur, never slowing and never relenting as she whined softly, her breathing heavy as she rapidly exhaled from her nostrils.

Applejack’s eyes rolled back once more as she came. Hard. Her whole body shook as her violent orgasm covered the tentacle with her juices, earning a shudder from the monster in return. Applejack continued to let out out a series of pleasure induced-moans and screams, her body jerking every now and again as she continued to squirt. She had never orgasmed like this before in her life and it was too intense to fully comprehend. The tentacle fucking her slowed down a bit, but still kept up a steady pace. Her legs spasmed uncontrollably as she felt her cum run down her legs, soaking into her fur. She began to blink rapidly as her vision became blurry, the sounds of the arena becoming muffled as a low ringing filled her ears. Her pussy continued to contract over the tentacle, squeezing it like a vice as she felt herself become light headed.

All the while, the tentacle never relented. It kept pumping the mare with what felt like a more vigorous thrusting, reaching deeper into her to make her cum more and more. Soon, Applejack felt herself become tired and her eyes fluttered for a brief moment as she felt herself go limp. Then, everything went black.

However, the monster had other ideas.

As soon as Applejack had finished squirting her juices onto the arena floor, the tentacle suddenly increased its fucking even more so that before, the appendage becoming nothing but a single blurred movement, too fast for the pony eye. All along the tentacle, little barbs sprung up that began to quickly and firmly rub against the mare, pulling and pushing against her insides as they moved with the tentacle’s powerful thrusts. The sudden speed increased forced Applejack out of her temporary blackout as she screamed through her closed mouth at the new sensation. She could feel them all along the tentacle, the little barbs toying with her insides and sending new waves of pleasure through her body. The mare snapped her head back up a little with a violent spasm as she cried out, her body cumming with a sudden second orgasm that caused her body to go numb from the pleasure.

The tentacle, seemingly satisfied with its work, shot its load into her pussy, not giving her any kind of warning or chance to brace for it. Applejack gasped through her closed lips and she felt an overwhelming warm sensation shoot into her with great speed, filling every single part of her slit. The mare moaned heavily as the beast continued to pump her pussy with all of its might, never once slowing down. Applejack groaned lowly as she felt her pussy become warmer by the second, the tentacle’s seed continuing to shoot deep within her.

The heat was unreal. She had felt the heat of a fireplace warm her body and even felt a dragon’s fire breath warm her body but this was just nothing that she had ever experienced. The cum heated her insides so much that it made her insides tingle with pleasure, but at the same time it didn't make her feel uncomfortable. As the tentacle continued to fuck her whilst planting its seed, by now filling her whole womb, she couldn’t help but blush as she felt and heard the cum ooze out of her, squelching loudly as the thick globs of cum ran down her legs, mingling with her own juices from her two orgasms and her fur. The cum began to splatter onto the ground below, sounding heavier than what she would have expected. With one final tug, the tentacle pulled out of her pussy quickly, leaving her lips spread on display to the crowd as its cum continued to ooze out of her. It shot several strands of thick cum onto the mare’s ass, making her blush as the warmth made contact with her fur.

That was when she realised that the whole arena was silent.

Applejack panted softly as she started to recover from what could only be described as the greatest fuck she’d ever had when her head was yanked back down. Another tentacle flicked her hat off of her head then pushed it down, making her throat a straight line with her mouth. Her eyes went cross-eyed as she felt a new tentacle gently wrap around her neck, coating her mane in its fluids. It took its sweet time as it made its way up to her mouth, massaging her jaw and cheeks with its tip. Applejack squirmed as she tried to keep an eye on that tentacle, but it kept going out of her view.

A few moments later, the tentacle wrapped around her muzzle loosened then slipped away. It returned a moment later, wrapping around her upper neck and settling down with its tip in between her two flicking ears. To Applejack’s surprise, it started playing with them, scratching at the base of each one. She smiled and relaxed a little as she started to enjoy it all. Her body was still recovering from the orgasms she just had, but the tentacled beast gave her no reprieve.

The tentacle from before reappeared and poked her lips. “Mmmph?!” Applejack clenched her lips tightly and tightened her jaw. The tentacle had other plans though. It squirted a few shots of warm cum on her dry lips, tempting her to lick them. She knew that if she did that, though, she’d give the tentacle exactly what it wanted: access to her virgin mouth. She’d never sucked off a stallion before, and she hoped that if she held up long enough that the tentacle would just go away.

She couldn’t have been more wrong. The tentacle suddenly shot more cum onto her face, this time getting some of it up her nose. She coughed violently, desperate for air, and in her panic, she opened her mouth just enough to get some air. Applejack realized her mistake the moment her lips were forced open wide, especially when the taste of tentacle cum flooded her mouth.

Though it wasn’t a bad taste, it wasn’t that pleasant either. Applejack thrashed around, and much to her surprise, she actually got the tentacle out of her mouth. She clenched down so hard it made her jaw hurt, and just as she swallowed what was left of the tentacle cum in her mouth, she felt the tentacle come back. It pressed its tip against her lips and squirmed against them, trying to get back inside of her.

A few moments later, she felt two smaller tentacles brush against her flanks, massaging her cutie marks with their tips. She was lulled into a false sense of security, especially when the tentacle trying to force itself in her mouth stopped squirming so much. The tentacle fucking her pussy sped up a bit, eliciting a pleasure-filled moan from behind her shut lips. She wanted to scream to the heavens about how glorious getting fucked by tentacles felt, but the tentacle at her mouth prohibited her from doing so. It sat there, just waiting for her to slip up again.

And slip up she did. A second later, the two tentacles massaging her flanks slapped her ass, leaving a bright red stinging mark on each cheek. Applejack went off of instinct at that point, and instinct told her to open her mouth and give a very feminine moan, high-pitched and full of lust. Suddenly, the tentacle plunged back inside of her mouth and forced itself down her throat, making her gag. Tears formed at the corners of her eyes as the need to breathe came to the forefront of her mind, but she quickly found out that she could breathe through her nose.

Her rapid panting slowed down a bit as she started to calm down. The tentacle painted her tight virgin throat white with its cum, then began fucking her once her passageway was slick with its juices. The tentacle up at her ears started scratching and tickling the backs of each one, making her let loose a soft moan around the tentacle fucking her throat.

The tentacle slowly slithered out of her mouth, making sure that the mare could feel it rub her throat as it slipped out of her mouth. A few strands of cum shot out, landing on her face and parts of her mane, a small dollop landing on her right eye as she closed it.

Applejack panted as she felt her flanks being rubbed once more by the two small tentacles and looked around as sweat dripped from her brow. Just as she thought the fucking was done, she felt the massaging tentacles firmly press into her flanks.

“What are yah—?” she stopped mid-sentence when she peeked back and let out a soft gasp as it spread her cheeks, exposing her puckered hole to the crowd. Applejack let out a pleasant sigh as the cold air blew over her asshole gently. But then she realised what the monster was planning. By this point, she knew there was no point in arguing or fighting back.

She was the tentacle monster’s bitch as of that moment. And to her, frankly it could do whatever the damn hell it wanted to her.

A separate tentacle suddenly came into her vision from under the one that was inches away from her still dripping pussy. This one was smaller than the other, but still looked impressive compared to that of the average stallion. The mare gasped again and bit her lower lip, a blush staining her cheeks again as the first tentacle pushed its head into her pussy, rolling it around and earning a low shudder and moan of pleasure from her as it began to coat it with a mixture of both of their cum.

Applejack felt her body being moved a little by the tentacles holding her barrel and front legs in place, enabling her to get a better view of what was going on behind her. She groaned a little as the tentacle began to rub itself over and around her tailhole, coating it with the cum mixture, making sure to get it nice and wet.

Least he ain’t trying to hurt me bah going in dry… the mare thought. She let out another shudder as the head probed and prodded before it receded and the smaller one returned. Applejack inhaled sharply as she felt both of the tentacles press against her entrances, trying desperately to push back against them. She’d do anything to have that pleasurable feeling inside her once again. The mare got her wish as the tentacle rubbing over her asshole started to force itself in, stretching her tight hole wide. She winced a little as she tried to adjust herself to the new feeling, the girth alone taking her ass to her limits.

“F-fuuuuuck!” she groaned as it pushed more and more into her asshole. The crowd began to cheer once more as the tentacle quickly picked up pace, not letting the mare adjust as she had wanted to. Applejack gritted her teeth as her ass clenched around the tentacle, a sharp pain shooting up her spine as it continued to quicken its pounding. She felt the two small tentacles release her cheeks and return to massaging her flanks. Or at least, she thought they were going to.

“NGH!” she winced through her gritted teeth as the tentacles smacked her ass hard.

As if waiting for a cue, a barbed tentacle suddenly rammed into Applejack’s pussy, pumping furiously into her with more vigour than before, a series of loud, wet sloppy squelches sounding throughout the arena. Applejack screamed loudly, not expecting it to do that. She moaned lowly as she felt the barbs drag themselves back and forth roughly inside her, each little nub caressing her sensitive flesh. Applejack opened her mouth and gasped loudly as the tentacle in her ass began to roughly thrust into her in opposite tandem with the one in her pussy, neither one being fully in her at the same time. She winced and moaned as the two smaller tentacles continued to spank her rear, one after the other, slowly turning her fur a light shade of red as the skin began to redden. She blushed as she kept moaning from their attention, embarrassed that the spanking was arousing her so much.

Arching her head up, she moaned heavily as she took in the faces of everyone watching her, feeling her body heat up as their lustful eyes gazed over her body. Her eyes caught the tentacle that had fucked her throat twitch near by, a new strand of pre-cum oozing from the head. She stared at it for a few seconds, watching it twitch before she understood what it wanted. She opened her mouth as wide as she could, rolling her tongue out to her chin. Immediately the tentacle quivered and shot into her mouth and straight into her throat before it viously and mercilessly began to fuck her throat again.

Applejack gagged once more and pushed back the urge to vomit as she was taken by surprise once more. She shut her eyes tightly as she swallowed around the tentacle as it furiously pumped into her, moaning heavily as the other two continued their joint assault of her rear holes. The mare let out a loud moan that was audible even with the tentacle in her mouth as she felt the tentacle in her ass suddenly sprout its own barbs to match that of the one inside her pussy. However, these ones felt different, they didn’t feel small and in a row, rather, these felt fat and almost bulbous. And the pleasurable sensation they were giving her was completely different to the ones inside her pussy.

Whilst the smaller barbs were constantly teasing her insides, these large ones were rubbing her gently at the speed at which the tentacle was thrusting into her, causing her to shudder and groan each time one of them rubbed against her. She fluttered her eyes as her mind went blissfully numb once more. She clenched down on the tentacles ravaging her ass and pussy, pulling them in deeper. The mare groaned as the one in her pussy rammed against the entrance to her womb, determined to fill it up once more with its hot seed.

Suddenly, the mare choked around the tentacle fucking her mouth as she felt more invaders push themselves into her. She craned her head back as best she could to see what the hell was going on and blushed as her eyes went wide seeing three tentacles pumping into her pussy with the other two in her ass. Each one worked with the others and all had various assortments of barbs.

The mare then saw dozens of tentacles, each one varying in size, shoot towards her. They began to rub themselves all over her body where they could. Each of them leaked pre cum onto her fur along with its own natural juices. Applejack shivered as the warm juices of the tentacles sunk into her fur and skin only to be replaced by the heat of the pre cum that oozed out of them. The mare shuddered a little as she felt the tentacles grind against her body, too many of them for her to try and count as her mind was lost in a world of pure ecstasy.

Applejack moaned over and over as saliva leaked from her mouth, her eyes rolling back as she felt all of the tentacles began to frantically pound into her. The barbs continued to send shivers of pleasurable bliss all through her body, the loud sloppy squelching sounds from hers and the beast’s earlier orgasms slowly starting to fade away as the ringing returned to her ears, the mare on the verge of passing out from the intense fucking. She barely felt her flanks anymore; they were just too numb for her to feel anymore. The two smaller tentacles continued to tease her cutie marks all while smacking her ass every few seconds. As the army of tentacles continued to pound into her with unrelenting force, Applejack gave a weak and feeble moan as she climaxed for a third time, her body going completely limp as she was fucked senseless.

It didn’t take long after she came for the tentacles to follow suit. It started with the one in her mouth that shot its load into her stomach. Applejack nearly choked around the fourth or fifth shot, for her stomach wasn’t big enough to accommodate all of the tentacle cum. She felt it travel up her throat and around the tentacle, and even though she tried to swallow it back down, a fair amount leaked out the sides of her mouth as well as her nostrils. The two in her ass followed immediately after that, shooting their hot sticky load into her, filling it up. Moments later, its cum quickly began to ooze out of her assole and down her inner thighs. Applejack shuddered as she felt the seed shoot into her ass and then ooze out, the feeling very similar to what she felt the first time the tentacle had climaxed in her pussy.

As she gave a final clench around each of the tentacles inside her, she felt the three inside her pussy cum hard, shooting their seed into her womb once again. However, this time they remained inside of her, suddenly stopping their thrusts as they continued to pump load after load of their seed into her. The mare felt her belly expand as she groaned, cum dripping down her legs and onto the floor below in a puddle. As they pumped, the ones rubbing all over her joined in at the same time, spraying the mare all over with sticky hot cum, turning most of her orange fur white. With a loud, wet, and sloppy pop, the tentacles removed themselves from her holes, each one shooting a final blast of seed onto the mare. Applejack coughed and panted heavily as cum leaked out of her ass and pussy, each one gaping wide and revealing the large white mess inside them to the spectators.

The arena was silent, save for the occasional squelch of cum leaking down her legs. Applejack was thoroughly exhausted. Each leg trembled on its own, and she wasn’t sure if she’d be able to make it back to the lift. Slowly, the tentacle monster lowered her back to the ground, then let her slip off of its limb into a thick puddle of cum. Applejack sat there for a few moments, enjoying the warm bliss of the puddle. She flicked her tail once, giving a naughty smile as she felt it soak up a lot of tentacle cum. Surely some of her own sexual juices were mixed in there as well.

Upon hearing the roars and cheers from the crowd, Applejack looked up with a dazed smile. Her vision a bit blurry, she blinked a couple of times and stood up on shaky legs. With a soft wince, the mare raised her right leg into the air a little and gave a feeble, if not proud, wave to the spectators. She slowly made her way over to the lift, and as soon as her last hoof hit the hard wood, she collapsed onto it, her chest heaving up and down as she struggled to slow her breathing. As the lift rose up into the air, Applejack looked up at Luna to find the princess red in the cheeks. She smirked, happy to know that she had made the princess blush from her performance. As the lift reached the resting area for contestants, the exhausted mare shakily got to her hooves and began to walk over to one of the very inviting sofas.

All of her holes were sore from her fucking, but she relished the feeling. Never before had she been fucked so hard that her pussy would gape open like it was right now. Try as she might, she just could not stop the flow of tentacle cum and sexual fluids from her pussy and ass, and to be honest, she kind of liked the feeling of warm cum flowing from her flower. Even though she had failed the second round, Applejack knew one thing for certain.

This beast was going to make Rainbow Dash its bitch.

Rainbow Dash

Author's Note

From 314:

Why hello there you fine purveyor of clopfics. I am 314 and the collaborator to The Abyss for this fantastic chapter, but you probably already knew that. If you like what you see here, feel free to check my other stories. They're few but, judging on popular opinion, written better than I ever thought they would be. Perhaps you've heard of Storytime, the foalcon fic that people who dislike foalcon like? No? Well, now's your chance to find out if you like that sort of thing. Regardless of if you check out my writings or not, sit back, and enjoy this chapter.

Rainbow Dash

Rainbow gazed on with heated interest as she watched Applejack limp onto the lift, a trail of cum leaking out of her used holes. Rainbow couldn’t believe her eyes as she stared at Applejack’s flanks. Both her asshole and pussy had been fucked and stretched so much that they hadn’t been able to fully close, allowing a mix of her love juices and tentacle cum to leak from her. She knew she was up next, and after seeing the sheer amount of sexual depravity in the ring, she couldn’t help but feel herself grow damp at the thought of what would happen if she failed.

Applejack got fucked so hard... I wonder how good it fel– “No, don’t think like that!” Rainbow berated herself, her voice so soft she barely heard herself speak. “I’m here to win!” Even though her words sounded confident, she felt anything but. As much as she hated to admit it, Applejack was a rather fierce competitor. If she wasn’t, neither of them would have even shown up tonight.

At last, the elevator halted in front of her friends, showing a smiling and cum-soaked cowpony staring back at them. Her normally neat ponytail had come undone, letting her hair hang freely except where it was matted with cum. Her tail was in a similar state, but by the grin on her face, she clearly didn’t mind. Stepping off the platform, she raised her hooves in a hugging gesture, silently asking somepony for support. Before anypony could say or do something, Pinkie dashed forward and squeezed her tightly, not caring about the mess of fluids as it spread to her coat. Applejack chuckled softly as she brushed some of the cum from her breast, wavering slightly as she leaned against Pinkie.

“D-did it hurt?” Fluttershy asked, almost fearful of the response.

Applejack let go of Pinkie, a thick strand of cum connecting the two of them for a few brief moments. After licking her lips free of any remaining tentacle juices, she shuddered for a second as she pushed out no small amount of tentacle cum onto the lift behind her. The crowd behind her roared their approval. “It was better than any stallion you’d ever get, I can promise ya that. It hurt a bit at the beginning, but ya stop caring real quick, ‘specially when things start gettin’ fast.” Even as she spoke, a few drops of cum dribbled down her inner thighs. “Tell ya what Dash, if you wear mah hat and not fall off, I’ll give ya fifty bits.”

Rainbow’s eyes lit up with excitement. A challenge, eh? This should make things more interesting! She shot Applejack a smug smile. “Deal!” She spit into her hoof and bumped Applejack’s, sealing the bet.

“Heh, awesome. Now if ya excuse me, I’m gonna go lie down.” Taking another few sluggish steps forward, she staggered over to one of the two couches reserved for the contestants and flopped onto her side. She’d have a perfect view of the fucking Dash was sure to get, a view she wouldn’t miss for the world.

All eyes turned to Rainbow, and hers turned to the platform waiting to lower her into the pit. “Let’s hear it for our next contestant, the Element of Loyalty: Rainbow Dash!” Rainbow heard Luna shout. The crowd began to cheer for her, making sure she had no chance to chicken out. Not like I would be a chicken anyways.

With a heavy gulp, she stepped onto the lift, her hoof squelching in the leftovers from Applejack’s turn with the beast. Pulling away from the strange texture, she waved to her friends. The platform gave a jolt, then began to send her down below. As the lift started its journey, she lifted her hoof to her nose and took a couple quick sniffs. Hm... I wonder if that’s how the tentacle’s cum smells or if it’s mixed with AJ’s cum... She felt a blush warm her cheeks as she felt everypony’s eyes on her, so she quickly dropped her hoof back down to the ground.

The audience never stopped whooping and hollering at the arrival of a new victim of the beast; some even started chanting her name, a chant taken up by everyone around the arena. Her cheeks turned a deep red, especially as she caught sight of some Wonderbolt uniforms in the crowd. Wait, if the Wonderbolts are here, then I totally have to put on a good show for them! At last, the machine ground to a halt and left her staring at the mass of green tentacles, all ready to throw her to the ground and fuck her senseless. The Princess was saying something about her, but the roar of the crowd had just become simple background noise.

Alright Rainbow, deep breaths. You can do this... Gazing around the arena, she spotted Applejack’s hat lying in a puddle of sticky cum a little ways away. As the handlers fought to tame the creature for her to get on, she trotted along the outer edge of the ring towards the hat. She picked it up, shook it a few times, then placed it firmly atop her head. She thought that she’d be able to ignore the sheer amount of cum on it, but she couldn’t help but wince when she felt a few droplets slip onto the back of her neck. Even though she had shaken it, every square inch of the hat was still covered in cum. Some of it was already drying, but most of it was still wet. Regardless of that fact, she wore it proudly, even staring back up at Applejack and poking her tongue out defiantly.

She glanced back down to the arena floor, then made eye contact with the unicorn handlers. After nodding at them, they lit their horns and subdued the beast, then held out a thick tentacle for her to sit down on. She eyed it a moment, sizing up her enemy and trying to judge how to hang onto its slick surface the best. Applejack probably used her strong thighs that she got from applebucking... I wonder if I could get my front legs around that thing... After a few beats of her pounding heart, she nodded again and tensed up as she felt them lift her with their magic. They plopped her down on the surface of the tentacle and let go, still holding the tentacle she was on.

Dash pushed the hat a little firmer on her head and did her best to ignore the rather pleasant friction coming from between her legs. She squeezed the beast with her hind legs and wrapped her forehooves around it as best she could, ready to ride the tentacle for all its worth. The timer at the top of arena flashed sixty seconds, seconds that would last a lifetime.

“Five! Four! Three! Two!” the crowd chanted, stomping on the stands and calling out the numbers with as much excitement as their princess. This is it Rainbow... Showtime! “One! Begin!”

Before Luna finished speaking, the tentacles were bucking. Up, down, left, right. Her vision blurred at the constantly shifting motions, years of flight being the only thing helping her keep her balance. It was thrashing even more wildly than with Applejack, ruining any chance she had to hold on. She started to slide down the tentacle, leaving a wet streak in her wake. In all too short a time, the tentacle bucked particularly hard and threw Rainbow off, sending her to the ground.

“And Rainbow Dash is down after only nine seconds!” came that booming Canterlot voice.

She hit the cum-covered floor and rolled, tumbling head over hoof. The crowd roared in approval, for they knew she was done for. Her coat absorbed most of the sticky liquid, her mane following shortly after. In only a second, she had turned a bluish-white, her mane’s vibrant colors dulled. She shook her head to clear it, only to spot the tentacles closing in from all sides. Oh hell no, I can’t lose yet! With no other option available, she flew straight up, eliciting gasps from the crowd. She knew that it was probably against the rules to try and escape the creature by flying, but she sure as hell didn’t want to go down without a fight.

Aww fuck, the cum’s throwing my balance off! As her wings beat, semen rained down onto the hungry tentacles below which only seemed to feed its lust. Before she saw it coming, an extra-long appendage shot out of the mass and wrapped itself around Rainbow’s rear hoof. “Gah!” she shouted, quickly pushing it off with her other hoof. The cum was an effective lubricant, making the intruder disappear as fast as it appeared.

Before she could fly higher, another tentacle appeared and wrapped around her belly just behind her wings. It pulled against her hips and refused to budge, dragging the struggling pegasus back down towards the ground. She knew all too well that if it pinned her against the ground she’d be done for, so she kicked and fought with all her might, her hooves throwing useless punches in the air, her wings vainly trying to prevent the inevitable conclusion.

She brought them back in for another big flap, only to have them held down by the appearance of another tentacle. Rainbow tried to push her wings back out to free them from her opponent’s grasp, but another one booped her on the tip of her muzzle and shot a small load of cum into her open mouth, surprising her just enough to make her lose her concentration. That momentary lapse was all the tentacle creature needed to fully pin her wings to her side, and as it quickly tightened around her belly, Rainbow knew she was done for. The tentacle coiled around her torso multiple times, making sure that she was tightly bound. She gulped, wondering how rough the creature was going to be with her.

A moment later, the creature pulled her down to the floor, soaking her belly in fresh cum. She got a good hold on the cum-soaked dirt and pushed up, trying to escape the tentacles’ grasp. Looking back, she used a hoof to try and push the tentacle pinning her wings away, only to slip and fall forward into a deep puddle of old tentacle cum. With her entire head submerged, she felt Applejack’s hat get knocked off by yet another tentacle. She thrashed around, trying to find something solid to get some leverage. Cum seeped into her ears, muting the sounds of the cheering crowd and the sounds of the tentacles swishing through the air above her.

Rainbow’s lungs screamed for air but she dared not open her mouth. A moment later, the tentacle around her belly tightened up again, then lifted her free of the cum puddle. She barely got a hoof up before four new tentacles shot out, wrapping around each of her legs. They flipped her over on her back, then pulled on her legs, stretching her out like a starfish in an ocean of semen. Her hind legs were spread wide, exposing her pussy for the world to see. The crowd roared louder, making her blush as she instinctively tried to lift her tail to cover herself up. She found that she was unable to do so, for a smaller tentacle had already wrapped itself around her tail and was holding it off to the side. Even though she didn’t want to admit it, she knew there was nothing she could do now except accept her fate to be the tentacle’s fucktoy for everypony’s enjoyment.

She wriggled and squirmed, which just so happened to be all she could do against the all-encompassing might of the monster. Her protests seemed to only make the beast hold her tighter, as if it was challenging her to break free. She tried to flick her tail upwards once more but the tentacle held it down, this time pulling it into one of the many puddles scattered about the arena. Her once-vibrant tail quickly turned white as it soaked up cum. She thought about biting the tentacles binding her when she spotted a rather slim one approaching, aiming for one particular spot, a normally hidden spot that was now in plain view to the crowd.

The tentacle’s tip glistened in the spotlight that shone down on her, dancing and waving its way closer and closer to her puffy lower lips. It prodded around her labia, making her eyes widen in shock as she realized what was about to happen. This is it, Rainbow! She bit back a gasp as she felt it slide up against her lower lips, then it paused for a moment before drawing back, looking like a snake about to strike its prey.

Rainbow felt a sole bead of arousal slip out of her puffy lips. She’d never felt so turned on before in her life, and the knowledge that she was about to get the best fucking of her life in front of a large crowd only turned her on even more. With wide eyes, she watched as the tentacle danced away from her needy marehood and towards her face. She couldn’t help but let out a whine as it left her hanging, her hips bucking slightly in search of something that wasn’t there. It brushed against her cheek, almost as if it was nuzzling her. It moved to sit about a foot’s length from her muzzle, then excreted a lot of clear liquid from its tip until it dripped with the strange substance. Excess fell down onto her chest, but she knew it would be the least of her worries shortly.

She winced as the slim tentacle made contact with her cheek once more. The tentacle ran all over her head and neck, coating her in its juices as if it was claiming her as its own. As the tentacle massaged her neck, Rainbow tentatively stuck her tongue out, tasting what the tentacle had left on her coat. It was a rather thick and stringy substance, much like the cum that coated the arena’s floor, but it didn’t have the same salty taste that the cum did. She swallowed what she had in her mouth with a small gulp and licked her lips, watching the tentacle slowly but surely make a trail down her body back down towards her wanting pussy. It ran all along her chest and hooves as it did so, making sure that all of her was marked with its slimy fluids.

Rainbow saw two more smaller tentacles wrap themselves around her stretched out hind legs, weaving around them as they travelled higher and higher. They reached her pussy and, much to her surprise, opened their strange little tentacle mouths. Before she could wonder what they were going to do, they latched onto her vulva, one on each side. They began a slow, constant sucking as they pulled her lips apart, giving the waiting tentacle a perfect target. A moment later, the thicker tentacles tightened their grasp on her legs right before the one caressing her body lunged downwards, its aim just and true. It showed her no mercy as it slid right into her soaked cunt, making Rainbow moan like a filly in her first heat. There was no escaping the feeling of the wet, slimy tentacle worming its way into her. It swelled as it slid inside of her, heading straight for her deepest depths. It went far enough into her that it reached places she had never felt before, only to pull back out in a single, fluid motion, leaving her empty and desperate for more attention.

The tentacle shot back in again, thicker than before. It spread her labia a bit wider, but still not quite as large as a well-endowed stallion. As it was started working itself back inside of her, she felt another tentacle prod her lips as if it was asking her permission to fuck her front end. It never gave her the chance to make a decision. It plunged inside of her mouth a second later, excreting more of its fluids all the while. It suddenly stopped moving, and as she wondered why, she felt her cheeks puff out from the sheer amount of cum the tentacle was pumping into her. Rainbow tried to spit it out, but the tentacle had swelled up against her lips, keeping its fluids locked inside of her. She tried pushing the tentacle out with her tongue, but after futilely trying, she realized her only choice was to drink it all. With a small groan, she swallowed a couple of times, lessening the amount of tentacle precum in her mouth, and on the third gulp, she felt the tentacle shift forward and move straight down into her throat.

Rainbow nearly gagged as she felt the tentacle slide several inches into her, but she held back, her prior experience with pleasing stallions helping her out. She breathed in through her nose and started bobbing her head back and forth like a good little slut, much to the delight of the crowd.

Once she fell into a good rhythm, she realized that the tentacle in her pussy was pushing her back and forth between it and the tentacle in her throat. With each thrust, they grew slightly bigger, reaching deeper and spreading her wider. Her limbs were still held out but she was no longer trying to fight it, content to just sit there and be fucked, a hot and sweaty mess for the whole crowd to see. She could have sworn that she saw a flash of light from a camera at one point, but her vision was too blurry to make out any details. All she could really focus on was the surface of the tentacle fucking her mouth, slick with her saliva.

It moved far down her throat now, tickling the inside of it and making her breathing pause each time it did so. She swallowed as best as she could, her neck bulging out with each gulp, and she could have sworn she felt the tentacle bottom out in her stomach a few times. Every time it went in to her stomach, she felt so full, just like she had finished a full meal. It was a sensation unlike any other, and one that she cherished with each pleasant thrust. Rainbow had never before been so fucked in her life. Getting filled to the brim with tentacles was something that she’d kill for to do again, as the pleasure she was receiving was something that no stallion could even hope to reproduce.

As she started to wonder what it would feel like if a tentacle started fucking her in her ass, she felt the slippery appendage in her mouth pull out from her throat into her mouth, then spurt more of its cum onto her waiting tongue. She greedily swallowed what she could, but she couldn’t help but feel a bit disappointed. Let down, even. Rainbow had seen what it looked like when the beast climaxed, and she knew that this wasn’t it.

The tentacle slid forward until it brushed against the entrance to her throat, silently waiting. Rainbow so desperately wanted it back inside her, fucking her throat raw, so in the hopes of coaxing it back downwards, she ran her tongue over the bottom of the tentacle, as fast as she could. She felt it twitch a bit in her throat, and right as she was about to give up, she felt it suddenly fill her mouth with cum, forcing a bit out of her mouth and down her muzzle. It still didn’t feel like the beast had climaxed, so she mentally shrugged and swallowed the tentacle’s load. Like before, the tentacle took the perfect opportunity and forced itself down her throat, leaking little streams of cum all the while, but this time something was different.

Much to Rainbow’s surprise, once the tentacle reached her stomach, it kept sliding in. Her eyes went cross-eyed as she watched more and more of the tentacle slide down her throat, the tentacle coiling itself in her stomach. She felt her midsection stretch as more and more pushed itself inside her, and when it felt like she could take no more, the tentacle stopped. It pulsed over and over ever so gently in her stomach, as if it was saying that it loved how warm and comfy it was. It was even still leaking its fluids, filling her up more than she could dream.

The shape of the tentacle bulging in her throat and distending her belly was plain to see by any onlookers, adding to the cheers from above. In her pussy, the tentacle seemed to have reached its maximum girth, so it was soon joined by a second. The new tentacle started off just like the first one, slim and slick. As the first tentacle fucked her good, the new one slowly slipped inside of her, stretching her wider and in ways she hadn’t felt before. They took alternating turns pushing into her, making sure she was stuffed with their hot and slimy surface at all times.

Rainbow heard one of her friends yell something but she couldn’t hear what they said or who it was from the sheer amount of noise in the arena. She knew that she wouldn’t have been able to reply anyways because she was too busy acting as a slinky between the three appendages of the lustful monster.

The tentacle filling her stomach left just enough space for her to get a little air in through her nose, and the two in her pussy kept going, pushing her nearer and nearer to the point of release. Her pussy was sopping wet, both from her arousal and the tentacles’ lubricating cum. The tentacles’ pace grew, eliciting a string of moans and pants from her with each glorious thrust. Her legs all twitched and bucked on their own as she forged a path to a most blissful release.

Moments later, the tip of one of the tentacles in her pussy flared into twice the size of a golf ball and focused solely on her G-spot while the other one reached a feverish pace, hilting all the way inside of her with each thrust. She would have screamed out in lustful cries of need if it wasn’t for the tentacle slowly fucking her throat. Instead, the cries turned to whimpers, begging the monster to continue its relentless assault on her body. The tentacle rubbing her pleasure spot was always switching up its approach, speed, and intensity of pressure, pushing her right up to the edge of release.

Not a moment later, the tentacle in her stomach pulled back enough to remain in her throat, then it started fucking her much more forcefully than before. It never entered her stomach, but it shot little bursts of cum every couple of seconds, probably to keep her throat lubed up for what it had in store for her. She felt a tentacle yank her tail to the side as another one prodded and poked at her puckered asshole, and that was all she needed to slip over the edge.

The tentacles never slowed their pace as Rainbow slipped into her first orgasm. Her body bucked and thrashed out of control as pure pleasure shot throughout her. Wave after wave of unadulterated pleasure crashed upon her mind, nearly making her faint from the sheer intensity of it. She fought to remain awake, for she wanted to remember everything down to the littlest detail.

As the pleasure started to die down, she saw several bulges travel down each tentacle. As she panted, laying limp in the tentacles’ firm and unyielding grasp, she winced as each bulge spread her pussy wide, but the slight pain of being stretched even further was quickly replaced by a soothing feeling as the tentacles came inside of her, finally claiming her as its own like it had done with Applejack. Each quick shot of hot cum pushed her over-stimulated nerves near the edge, and she quickly slipped into another orgasm.

Her body convulsed so hard it looked like she was having a seizure yet the truth was the complete opposite. She felt everything she had from the previous orgasm, but it felt so much better with addition of tentacle cum. Rainbow’s lower belly expanded as her womb was forced open, expanding with each burst of cum from the tentacle. Suddenly, Rainbow felt a tiny tentacle from the one fucking her pussy slip inside of her womb. Her eyes rolling into the back of her head, she moaned as she felt it squirm about inside her, stroking and rubbing her innermost sanctuary. It swam through the sea of tentacle cum inside her for a few more moments before it slipped out of her, moving down to focus on rubbing her G-spot with the other tentacle.

The tentacle in her throat slowed to a more reasonable pace as Rainbow’s jaw was forced wider for each bulge of tentacle cum that travelled down its length. It painted the inside of her throat white with its cum, shooting it straight down into her stomach. She could barely breathe as sweat dripped down her body, her muscles aching. Out of the corner of her eye, she watched her stomach expand as it was pumped full of tentacle spunk, then when it felt like she could take no more, the tentacle pulled itself from her throat, came once in her mouth, then finally emptied the rest of its load onto her face and mane.

Rainbow panted, smiling as she felt a bit more the tentacle’s cum land in her mouth, which she quickly swallowed. The crowd around her roared at the display of sexual depravity, pushing her on. She loved to hear the applauding audience, especially when they were cheering for her. She lived for the spotlight, and even though her body was drenched in cum, she wouldn’t have it any other way.

She felt a tentacle brush against her hind leg as it pulled out, but her overloaded nerves could barely feel the other one still in her. Damn, now I know how AJ felt. When’s the next one? After a few more seconds, her senses slowly returned to her nether regions, and she was once again aware of the tentacle fucking her in a steady rhythm. Right as she opened her mouth to lick her lips, the tentacle that had just fucked her pussy slid right into her mouth, giving her a taste of her own juices mixed with its cum. Rainbow swallowed what she could, moaning and whimpering in pleasure as the tentacle explored her mouth.

Once she could again feel every inch of tentacle slick with marecum plunging in and out of her, with a fresh tentacle joining the one in her pussy and another one brushing against her tailhole. She instinctively clenched, despite the fact that she was a drooling mess of a mare by now. Still, it poked the puckered piece of flesh and sprayed a small bit of tentacle juices on it. It must have been some kind of mild muscle relaxant because it slowly loosened, allowing its tiny tip to slip in if it had wanted to.

However, its siblings had other plans. Before she could have four tentacles in her, the ones holding her hooves all reacted. The ones holding her front hooves down released, while the ones on her hind legs began to raise her in the air. The tentacles kept up their relentless fuckfest even as Rainbow went airborne, though the one in her mouth slipped out. She let out a moan as the pull caused the two tentacles in her pussy to penetrate deeper and wider than they had before. The crowd above cheered at the beast’s move, watching to see what would happen next.

Rainbow’s vision finally cleared and she found herself staring at the ground, upside down. The two tentacles holding her legs apart suddenly let go, making her instinctually clench down on the tentacles in her pussy in a vain effort to keep herself from falling. She felt every little detail on them as she slid from them, trying to keep them inside her. As the tips left her pussy, she whimpered at the sensation of feeling empty and braced for impact, only to have another limb wrap around her stomach and jerk her to a halt. Some of the tentacle’s cum trickled out of her mouth from the sudden stop, landing on the ground to join the rest. The little bit that didn’t fall ran down the corner of her mouth, adding to the large amounts of old and fresh semen on her body.

She hung in the air for a moment longer before the tentacle around her waist lowered her to the ground on all four hooves. It then let go, coiling back to join all of the other limbs of the beast. She wasn’t being touched at all, a fact that made her whimper and almost start begging for that magnificent beast to fuck her again. She flicked her ears back and bit her lip, her hips swaying back and forth. Her natural instincts kicked in and she lowered her front half to the ground with her back half raised high in the air, presented for the whole crowd to see. Her pussy was slightly gaping, not quite as wide as Applejack’s yet, but plenty wide to see strings of cum in it.

As she presented her plot to the crowd, she definitely saw a few camera flashes, photographing her abused, sore, and dripping wet marehood for their private times at home. They can take all the pictures they want if it means this thing will keep fucking me. She even raised her ass a little higher, hoping to entice the beast into doing more. But still, it hung back and didn’t do anything.

“Is that it?!” she shouted, shakingly returning to her normal standing position. “Is that all the sex you’ve got? What abo–” A tentacle flew forward and stuffed itself into her mouth, rushing down to her throat and silencing her instantly. She started to stagger backwards, only to be caught by two tentacles pushing into her pussy and shoving her back down into the classic mounting position.

As the one in her mouth pulled out again, she tasted her own marecum on it. It was thicker than before, but she didn’t have a chance to dwell on the fact. It shot back down her throat again, hitting her stomach and the tentacle cum inside of it. Her belly swelled again, and a tiny bit of cum came out of her mouth to splash on the ground.

The beast resumed fucking her with even greater intensity while the thin tentacle returned to prod at her tailhole, this time pushing in without hesitation. She had taken stallions there before, but it was a whole different world to have a slender and slippery tentacle sliding up into her. It reached what she thought was her limit, then it kept going. She felt shivers run down her spine as it continued to slide into her without a single pause.

She felt it brush against something inside her and she gasped at the strange feeling, only to have the tentacle in her mouth stuff itself further inside her. Even so, the tentacle in her ass backed off a bit but it still stayed deep within her. Sweet Celestia, how far in me are these things going to go? To compensate, it started to swell right where it entered, slowly widening her asshole until it was easily the girth of a stallion. It didn’t bother thrusting yet; it just sat there and let her feel utterly filled in all three of her openings.

She was being thoroughly, relentlessly, and senselessly fucked into a panting, sweaty mess of mare and she loved every bit of it. Oh, what I would give to get to do this again. Sign me up for Luna’s festival next year and every year after. The side of her face was pressed into the cum-stained dirt, leaving her mouth free for the tentacle to slide in and out of all the way down to her stomach. Every so often, it would bring a little bit of its tentacle cum with it, smearing it across Rainbow’s face, but she couldn’t care less. It made her feel like a dirty little slut enjoying her fucking.

And even if the tentacle in her mouth wasn’t enough, she had three more paying attention to her back end. Two of them plunged relentless in and out of her pussy, both as thick as the average stallion and with a stamina far exceeding one. They went as deep as they possibly could, stretching her insides and filling them with a goopy, stringy mess of cum and fluids. On top of that, there was the one in her ass, stretching it wider than she had thought possible. It had even swelled to take on more of a stallion-esque appearance, but the tip of it was still lodged deep within her. It didn’t move like the others; it just sat there and gave her the amazing feeling of fullness.

However, it didn’t sit still for long. The end slowly started to move again, deeper into her, though the girth stayed back in reasonable areas. Instead of pain this time, when it touched her insides, there was nothing but sweet, blissful pleasure. The feelings caused Rainbow to moan around the thick appendage in her mouth, only to make it wiggle and squirm as it continued to travel into her. She had no idea how it was going as far as it did, but the crowd above saw it keep moving into her and the cheers grew even louder.

She felt some weird bulge start to form in her gut, pushing it out a little like the tentacle fucking her mouth had earlier. Again, nothing was there but pleasure, and it was greater than she could have imagined. Steady it went, never speeding up, but never slowing down, only content to fill her up completely.

After a minute of travel, Rainbow’s tummy had expanded to make her look like she was a few months pregnant, except for the occasional shift as the tentacle continued its quest. She had no idea how many feet of it was in her, but more was always good. Finally, at last, she began to feel full again, just like she had feasted upon an eight-course Hearth’s Warming day dinner. It was rather comforting and she could felt nearly every inch from the tentacle tip in her stomach to where it had first entered her body. It was quite the sensation to feel a part of her that she had never felt before, and there was no doubt in her mind that it felt fucking awesome.

The tentacle in her mouth began to slide out, but before she could whimper in protest, she felt the smaller tentacle run up after it. With a single motion, the thicker one pulled out completely and left her throat sore and empty. She began to gag slightly, her reflex finally kicking in. It felt like she was going to throw up but it was pleasurable at the same time, as weird as it sounded.

There was a small spray of cum against the inside of her lips, causing her to swallow and letting the tiny tip of the tentacle poke out at the same time. It sprayed even more cum as it came out, coating her muzzle with hot, fresh tentacle fluids. She smelled the potent scent as it coated her nose and eagerly licked off as much as she could. It was a bit of actual cum, and tasted just as delicious as it had before.

Upon seeing the emergence of the tip of the small green tentacle, the crowd went absolutely nuts, even leaving Princess Luna speechless. Thunderous applause came, but Rainbow didn’t know if it was for the monster or her. All she could focus on was the little dancing tip in front of her eyes, almost not believing the sight. It had run her all the way through from her ass to her mouth, and as she was lifted up higher in the air, she felt it pulse inside her, filling every single possible inch with fuzzy warmness and pleasure. Just the sheer thought of being completely run through, totally at the whim of the tentacle beast and ready to be fucked senseless… it was an indescribable sensation.

But for some reason, it chose not to pile on the sex just yet. The tentacle tip that danced from between her lips turned back around and poked her muzzle, then booped it again. It ran its tip gently along the tip of her nose, letting a bit of tentacle cum ooze out as it did so. The liquid ran freely down her face only to fall into her open mouth. Trails of white were left in its wake, but she really didn’t care by now with how much cum was in her and on her. The tentacle brushed against her cheek, then acted in such a way that made Rainbow think it was nuzzling her. What is this thing doing? Is it being nice all of a sudden?

She got her answer.

In a single fluid motion, she felt a third tentacle join the two in her pussy, another one worming its way into her rear, and a final one plunge back down into her throat and stomach. Her mind ceased to function under the pleasure, all coherent thought gone in an instant from the overwhelming sensations. She felt stretched beyond all belief, something she would never experience again. It’d take at least five stallions to even come close, and even they wouldn’t be able to match the pleasant warmth of the tentacle running through her whole body.

She was stuffed to the brim and getting fucked like a slut, and still the beast didn’t let up. She almost felt like she would be split open by the raw force of the thick tentacles, but she didn’t care. She had stopped caring the moment she was first penetrated. Now there was only lust, and she so desperately wanted the tentacle to pump her full of its cum. She felt that it was greater than a want. In her mind, it was a need, something she couldn’t live without.

A seventh tentacle brushed against her leg and coiled up around it, almost like one of Rarity’s fancy shoes. Another one? Where is it going to go? It was different from the others though, and its surface felt rougher. It snaked around a back hoof and squeezed it tightly, not tight enough to cut anything off, but tight enough she couldn’t forget about it. Another one climbed up her other leg and brushed the underside of her bloated and cum-stuffed tummy, then ever so gently brushed against her marehood.

At first she thought she had imagined it, just because the waves of pleasure washing over her made it hard to pinpoint the tiny appendage. But it shifted on her leg again, still climbing up. It traced along her outer lips, the bumpy surface causing a whole new kind of nerve-frying stimulation. It wound all around the three smoother tentacles still screwing her senseless, then brushed against her clitoris.

A greater than normal shiver wracked her cum-drenched body, her sensitive little nub spasming at the mere touch. It had swelled and was now easy to spot, pulsing with each tentacle thrust. Her tail hiked a little higher, natural instincts kicking in for a moment. The tentacle touched it again, as if testing the waters, then before she could react, it engulfed her entire pleasure orb and started sucking on it. Her vision turned white and a dull ringing filled her ears.

The thinner one running her all the way through was still the kind one of the bunch. It was caressing her cheeks and rubbing along the bulge in her neck, gently spraying her face with tentacle cum all the while. It swelled and pulsed inside of her, even growing a bit thicker in some places. Nothing had ever come close to the feeling, and nothing ever would. It was even being kind to her stuffed tailhole, filling it with the thickness of a stallion’s dick. Another tentacle thrusted in and out of her abused asshole, stretching it and making her feel all the more like the beast’s fucktoy.

She couldn’t focus on that for long; she was being fucked too much to make sense of what was happening. Her hind legs gave out, making her flop down into the cum puddles on the floor and causing a tugging sensation all throughout her. It was all she could do to just lay there on her side, getting pounded by no less than six sexy tentacles.

Mmfph, I’m close... Too close. I don’t want this to end! Her wants went unheeded as the monster increased its speed and switched up its rhythm, trying its best to pull another climax out of Rainbow. It filled her every hole with as much tentacle as it could. The beast’s thrusts sped up until all three limbs were pounding in and out of her in unison, acting as the largest thing she had ever been penetrated by. She was stretched wider than her wildest dreams, and it was nothing short of awesome. Her asshole didn’t escape the onslaught either, as the tentacle running through her entire body finally started thrusting of its own.

The sensation of each slick tentacle sliding into her body was too much for her to handle anymore. Coupled with the one still throatfucking her and spraying cum into her stomach, she lost it. She absolutely and completely lost it. The expression on her face was one of earth shattering bliss, and one that was captured by a dozen photographers. She shuddered on the ground as the pleasure swept her away, legs kicking out vainly to try and disperse some of it. The tentacles didn’t stop their relentless assault and only seemed to grow more enthusiastic, making her squirt all over the tentacles fucking her good. Her super-sensitive body quivered, relishing what she knew was the last of the round.

Less than thirty seconds passed before the beast gave one last thrust and buried every single bit of tentacle as far into her as it could. Rainbow squealed as her body seized up, her pussy clenching down and rippling across the the tentacles pumping her with cum. The only one that remained out was the tiny one coiling around her face, and even that was aimed directly towards her eyes and muzzle.

Everything turned white and creamy as the tentacles unleashed an unstoppable torrent of cum. Her eyes were splattered with seed coming from the tentacle in front of her face, the small bulges of cum running all the way through her body. It continued to paint her face, finally painting it completely white. She caught some of the delicious fluids on her tongue and swallowed them down eagerly, not caring about how much she had in her already.

Rainbow’s insides turned hot and sticky as the beast fired shot after shot into her, the tentacles swelling with each pulse. It hurt a little with each bit, but the reward was so worth it. With three tentacles spraying their load into her pussy, it turned into nothing but a place to house the semen, plentiful excess dripping out while even more poured into her, testing the limits of her stretchiness.

Her ass didn’t escape the onslaught either. It expanded with the sheer volume of cum that was pumped into it, and the tentacle sealed itself as tight as possible to prevent a single drop from escaping. It followed the path of the smaller tentacle, flowing further and further into her with each pulse. It too caused her belly to bulge, now reaching the true limits of what it could hold.

The last one to blow its load was the one in her mouth, shooting it directly into her stomach to join the plentiful amount of seed already in there. She had already felt full from the tentacles, but now she felt stuffed inside and out. The storm of semen finally started to dribble to a halt, and the various tentacles began to pull out. The one in her throat retreated from her swollen stomach first, letting the remains of its spurts dribble onto her tongue. She gulped it down with a weary grin, too tired and sore to move.

The one that had run her through gave a last little wave good bye in front of her blurred vision, then started to pull out. The tight seal that had kept the cum from leaking out her rear came loose, letting a good amount of it trickle out at a modest rate. It felt strange to have the cum-soaked tentacle pull out of her and literally cover every single inch of her insides in semen, but she was too exhausted to care. It finally came free with a pop, followed by the other four that were still in her.

She lay panting on the floor, cum leaking out of all three holes and the crowd roaring their approval above her. Much to her surprise, even Princess Luna joined in. Rainbow barely heard the din. Fuck... that was sooooo awesome. When’s round two? She tried to roll onto her hooves and stand up, only to have her legs buckle out from under her like a baby deer. She was drunk on arousal, making it almost impossible to focus. The lift blurred in her vision and she saw the two dim shapes of the handlers start to move towards her.

Before they could reach her, she felt two rather thick tentacles slip under her and lift her into the air. The simple force caused her to cough a little bit of cum onto the floor that disappeared from underneath her. With surprising gentleness, the monster placed her on the lift. As an afterthought, another dropped Applejack’s hat back on her head. Rainbow gave it a fond smile as her vision began to clear.

She smelled nothing but tentacle cum, felt nothing but it, and barely saw anything but it. Cum was still dribbling out of everywhere and all of her entrances had been stretched too much to close easily. Even her mouth was hanging open slightly, her jaw too sore to fully close. Her belly was swollen out in front of her, making her look like a pregnant mare lying on her side. She felt the cum slosh about inside her as she shifted, the sound making her grin again. “Dear Luna, I don’t think anything can top that,” she muttered, sighing in happiness. Except another round, that is... The lift lurched underneath her and she let her eyes close for a moment, reveling in the afterglow of the best sex she had ever had and would ever have.

“Hehe... Pinks is gonna love this...”

Pinkie Pie

Author's Note

Twinkletail is an author. He auths as often as he can. When he isn't authing, he enjoys video games and Oreos (not in that order). His favorite pony is Applejack, which is also coincidentally the name of the best pony ever (who knew?).

If you like how this chapter turned out, check out his story: https://www.fimfiction.net/story/200048/bucking-up-the-wrong-tree

Personally, I'm a huge fan of bodyswap/genderswap clopfics, so this one really did it for me.

Pinkie Pie

Pinkie Pie was enraptured.

But of course, that honestly wasn’t saying a lot. The perky pink pony had a particular way of having her attention caught by the smallest of things. Many ponies thought that her attention span was roughly equal to that of a tsetse fly’s, and that made Pinkie laugh because tsetse was a funny word. But the fact remained that this assessment wasn’t quite accurate. Pinkie was very good at paying attention to things. It just so happened that the things that caught her attention might have been deemed by others as not worth it, although she knew better. She’d paid close attention to the snail moving across the marketplace because she didn’t want it to be stepped on. She’d glued her eyes onto that balloon cart that had come through Ponyville a few weeks ago because it was super-important to know which colors of balloons tended to float higher.

And she was paying so much attention to her friends getting thoroughly rutted by the huge tentacle monster because it was hot.

Applejack and Rainbow Dash were probably the toughest out of all of her friends. True, the others were plenty strong when they needed to be, but the physical prowess of Applejack and Dashie was hard to match, so much so that it somewhat defined them. And yet that meant nothing to the tentacle beast. It had picked up the most powerful of her friends and played around with them as if they were nothing but toys, their strength vanishing completely in the throes of their lustful experiences. The proud Applejack and the willful Rainbow Dash, reduced to moaning messes as the monster had its way with them, both even seeming to eagerly participate by the end of their treatments. It very well might have been the hottest thing Pinkie had ever seen, and she was especially glad that her trip to get snacks in the middle of Applejack’s ride hadn’t caused her to miss it. Needless to say, her butt was quite glued to her seat during Dashie’s attempt.

Just like when Applejack had finished, Pinkie was quite quick to give Dashie a hug as she stumbled off of the platform. For the second time--and, all things considered, likely a precursor to the upcoming third time--Pinkie’s coat was awash with sexual fluids. Part of her was simply saying that she didn’t care, since comforting her friends was more important than silly things like hygiene. Another part of her was rather convinced that she just liked the feeling of those fluids getting all over her.

“Are you alright, Rainbow Dash?” Rarity asked softly. The pegasus did not offer much of a verbal response, but the weary smile on her face was answer enough. Instead, she hugged Pinkie back, then stumbled over to Applejack, placing her hat back on her head.

“You know I’m gonna want a dry-cleaning bill for this thing,” Applejack said with a smirk as she inspected the myriad stains on her stetson.

“Half of those stains are from your ride,” Rainbow managed to say as she flopped down next to Applejack. She let out an exhausted sigh as she finally deigned to answer Rarity’s question. “So... awesome.”

Pinkie couldn’t help but stare at the two, especially Rainbow. In her exhaustion, Rainbow had slumped down in such a way that left her hind legs spread wide. Rainbow normally would have been a little more careful about hiding herself, but considering that she had just spent a good portion of time getting completely and utterly rutted in front of a large crowd, she probably wasn’t too concerned with her friends getting a closer peek. Pinkie’s eyes seemed unable to tear themselves away from the sight of Rainbow’s thoroughly-used holes, still dribbling with the beast’s offerings. Unable to resist herself, she inched her way over to her friend. Rainbow gave her a questioning look from under the cum-soaked bangs that stuck out in every direction, but Pinkie ignored it. With a little giggle, she gave Rainbow’s bloated belly a push, causing a fair amount of tentacle cum to stream from her.

“Heehee!” Pinkie laughed. “You’re like a cream puff, Dashie!” She then pulled her hoof away from Rainbow’s belly, a strand of cum briefly keeping the two connected before dropping off. The curious pink pony rose a brow as she stared at her hoof, then slowly brought it up to her muzzle. She sniffed at it, taking in the musky scent. It was a rather intoxicating scent, so much so that her eyes rolled back from taking it in. Her eyes then darted around the room to gauge the reactions of her friends. Neither Applejack nor Rainbow seemed to be paying much attention, but Twilight’s curious gaze and the uncomfortable stares of Rarity and Fluttershy bore down on her. She glanced back at her glistening hoof. With a shrug, her tongue lolled out of her mouth.

“Pinkie Pie!” Princess Luna’s voice called out.

“Ouh! That’s me!” Pinkie squealed, interrupted from her near-tasting. She planted the dripping hoof back on the ground, then bounced towards the elevator.

"Knock ‘em dead, Pinkie Pie!" Rainbow called out.

“You got this, girl!” Applejack added, waving at her with a confident smile on her face.

“Thanks, girls!” Pinkie said, waving back as the elevator began to descend. Pinkie turned around and waved to the cheering crowd as she stepped off of the elevator and into the massive, filthy room where the monster lay in wait. She didn’t like to sound vain, but being in front of a crowd cheering for her wasn’t a completely alien situation to find herself in. Although every other part of this situation sure was.

It took a fair amount to unnerve Pinkie. Her typical philosophy of giggling at the ghosties often helped herself find calm in instances that would have scared a normal pony senseless. The sight of the gigantic tentacle monster up close and personal, though not quite as personal as it would have liked to go just yet, was enough to shake her up some. She knew the beast wasn’t looking to hurt her–quite the opposite, really–but she couldn’t help but be a bit intimidated. Her cheery, confident smile wavered, but only slightly. If she was going to get the most out of this experience, she couldn’t let a silly thing like fear stop her.

“Hi!” Pinkie said cheerfully. “I’m Pinkie Pie! What’s your name?”

The beast made a sound that was beyond comprehension. A tentacle reached out for her, much to the appreciation of the crowd, but was quickly halted and subdued by the unicorn handlers. Pinkie stared at the beast. She’d never said any word that sounded like that before. She opened her mouth, making her best attempt to imitate it.

“BLEELEEUEUUUOORORUGH!” Pinkie shouted. “Heehee...that’s kinda hard to spell. Can I just call you Bleelee?” The two handlers rolled their eyes as they got one thick tentacle ready for her to ride. She felt herself lifted up by their magic and deposited onto the thick, still-restrained tentacle. She giggled quietly; it felt so slimy and wet!

“Hi everypony!” Pinkie said cheerfully as she waved again to the eager crowd.

“Fuck that smile right off her face!” a stallion in the crowd shouted out, followed by a roar of approval from the crowd.

Pinkie crossed her eyes to glance down at her mouth. Vulgar language aside, she wasn’t sure if she liked the concept of her smile being fucked off. The last time her mouth was taken away was when Trixie was in Ponyville, and that was terrible. She couldn’t talk or sing or eat ice cream, and that was, as Rarity would say, awful, simply awful. What made it worse was that she would usually smile if she was in a bad mood, but she couldn’t even do that without a mouth! She really hoped there would be no repeat of that incident. Luckily, she was pretty positive that such a thing was impossible. And even if it were possible, why would the beast do that? If her mouth was gone, that was one less place for it to stick its tentacles! No, none of this added up at all. Pinkie had to rectify this immediately.

“No no, it’s okay!” Pinkie shouted back. “I don’t think that’s possible, and even if it was, I don’t think the beast would want to do that!” She hesitated, hoping that wasn’t too rude, then quickly added a last bit to assuage her fears. “But thanks for the suggestion!” Then she turned her attention to the tentacle that she was sitting on. Pinkie had sat on a lot of things in her lifetime, from couches to chairs to a cactus that one time that she preferred to try and forget. None of those things matched the texture of the tentacle resting beneath her butt. It was amazingly slimy and slippery, and she couldn’t help but wiggle and grind a bit on its viscous surface, much to the approval of the crowd. She felt a little twinge of pleasure as her marehood slid along the tentacle, and quickly stopped doing that when advised by the handlers not to work the beast up more than it already was. It was too bad, too, because with how nice that rubbing felt down there, she could have gone on for a few more minutes.

“Five!” Princess Luna shouted out over the loudspeaker.

Pinkie nodded. Five sounded like an appropriate number of minutes for her to continue doing that. That would give her plenty of time to really get to know the feeling and enjoy it.

“Four!”

Yeah, on second thought, four sounded a bit better. Five was probably a bit long for the crowd to just sit there and watch her do that. Besides, five minutes might have been enough to rub the slimy slime off, and that would take away from the fun.

“Three!”

Now Luna was just being silly. She’d already cut her initial suggested time nearly in half. Though Pinkie supposed that three minutes miiiiiight have been acceptable. At least more acceptable than two.

“Two!”

Pinkie had half a mind to give that silly old Luna what she had coming to her. Two minutes was....

Then it hit her. A countdown!

“One!”

Pinkie’s hooves shot out, quickly locking themselves around the tentacle. Oh, wowee, that could have been a disaster!

“Begin!”

As if a raging inferno had been lit beneath it, the tentacle burst into action. The slippery appendage thrashed in every direction, trying its best to shake its perky passenger free and really get a hold of her the way it wanted.

While watching it in action with Applejack and Rainbow Dash, Pinkie hadn’t quite realized just how difficult holding onto the tentacle would be. Sure, Dashie had slipped right off, but she figured it was a fluke. Applejack held on just fine for a really long time... though to be fair, she was a rodeo pony. Either way, though, she figured that it couldn’t possibly be too hard to hold on. But as she felt her hooves begin to slip, she figured that perhaps it was harder than she’d thought. A sudden whip to the left loosened her grip on the tentacle, and she knew she had to think fast. Just as her grip weakened, she whipped her tail out, wrapping it around the thick appendage. Her body flew off of the tentacle, but her tail held strong, snapping her back to the surface of the tentacle like a cute pink rubber band. Her belly hit the surface with a wet splat, eliciting a roar of disappointment from the sex-hungry crowd.

Pinkie took a moment to gather herself as the tentacle hesitated, the beast apparently not having expected her to stay on. The first thought that ran through her head was how ridiculously fun this was already. Her second thought was to quickly whip her tail around the tentacle and tie it in a knot, something she did with remarkable alacrity. She wasn’t the type to cheat, but as far as she knew, there was no rule against using her tail to her advantage. She was supposed to keep herself from falling to the ground, and that was all she was told.

Pinkie took a breath as the tentacle got back to moving, and as she did, the tip of her tongue fell out of her mouth, landing on the surface of the tentacle. Her ears perked up as she tasted the thick substance coating it. It had a peculiar musky taste to it, and it was simply intoxicating. Making sure to keep her grip on the tentacle strong, she began to give the tentacle a series of little licks, making happy little sounds as she lapped up the slime coating the tentacle. The beast, seeming to sense how much its rider was enjoying the taste, appeared to try for a different approach.

The previous thrashing of the tentacle that held Pinkie slowed as a second, smaller tentacle began to approach her. Pinkie looked up just in time for the new appendage to stop right by her muzzle. Pinkie crossed her eyes, looking curiously at the new challenger. It booped her nose, leaving a wet little spot on it. Pinkie couldn’t help herself, her tongue flicking up to taste what was left. She made a happy little “mmm” as she enjoyed the taste, smiling lightly.

The tentacle prodded at her lips, a bit of viscous fluid beading at the tip of it. Pinkie, her ears perking up happily, opened her mouth, allowing her new little buddy to occupy it. Her tongue darted around her mouth’s new occupant as the crowd hollered its approval. Her licking was rewarded as the tentacle pumped a shot of cum into her mouth. Pinkie found it a bit saltier than the yummy slime she’d been enjoying, but it was good all the same. Her grip on the tentacle below her began to weaken as she nursed from the one in her mouth, gulping down each new rope of cum that it saw fit to provide her with. The sound of the crowd began gradually increasing as they watched the eager pink pony drink her fill of cum, awaiting her inevitable fall.

Pinkie could barely believe the tastes that she was experiencing. She’d tasted a lot of things in her life, and this certainly wasn’t the tastiest. That title belonged to Mrs. Cake’s scrumptious double-frosted cinnamon rolls, but this was quite tasty regardless. It had this particular taste that just stuck in her mouth and kept her wanting more. She was vaguely aware of how she must have looked to the crowd as she more-than-happily sucked on the tentacle in her mouth, but she wasn’t too bothered. She wasn’t too easily embarrassed, and considering what Applejack and Dashie had been through, this wasn’t the most embarrassing thing in the world. She felt a budding wetness between her hind legs as she drank her fill. Just how arousing this whole situation was certainly wasn’t lost on her, and thinking about how the beast had its way with her friends and was looking to do the same to her had her trembling for more.

The beast had taken notice of Pinkie’s distraction, and began to move the tentacle below her a bit more. Feeling her grip loosen, it took its chance and whipped to the side. Pinkie’s hooves slipped and she quickly found herself falling. Thankfully, her tail held strong, leaving her dangling upside-down by her tail like a bat from its perch. Pinkie’s eyes went wide as she realized the predicament she was in, and the beast attempted to placate her with some more tasty cum.

Pinkie, however, was in this for the long haul. The crowd was abuzz with excitement as they waited for the pink pony to drop, but she would have none of it. She managed to pull away from the tentacle that was feeding her, its last attempted payload dripping to the floor with a wet splat instead. With a grunt, she sat up, her front hooves taking a hold of her tail. It took a few pulls, but she managed to get herself back up onto the tentacle, eliciting another round of disappointment from the overly eager crowd.

Pinkie once again wrapped her legs around the now-thrashing tentacle, glancing up at the clock. She just had to hold on for another fifteen seconds, and then she would win! With her legs and her tail secured around the tentacle, there was no way that she could be thrown off. She was positive of it. And once she was done winning, she’d have a nice celebration with the beast. After all, she didn’t want it to feel bad that it lost, and thinking about how unbelievably hot it was to watch Applejack and Dashie get rutted by it only made her desire to have the same happen to her burn brighter and brighter.

“Ten seconds left!” the announcer called out. “Will Pinkie Pie be the first to walk away without being rutted?”

Pinkie tilted her head in confusion. She tilted her head just in time to dodge a strike by the tentacle that had been in her mouth before. “Wait!” she called out. “If I last the full sixty seconds, I don’t get to have fun with Bleelee?”

“Correct!” the announcer called out in response.

Pinkie gulped as she watched the clock count down, a scant five seconds left. It only took one second for her to make her decision. Her hoof buried itself into her tail, pulling a single strand. With that pull, the knot she’d tied came loose. “Geronimo!” Pinkie shouted as she took a swan dive off of the tentacle. The crowd erupted as she splashed into a puddle of cum on the ground, the buzzer sounding and signifying her defeat.

The beast’s tentacles rushed for Pinkie once she hit the ground. Pinkie grinned widely as she saw them approaching and spread her legs wide, hoping for the best. As one of the tentacles neared her, she daintily held out one of her front hooves, as if waiting for it to be taken by a dashing, debonair prince. The tentacle hesitated momentarily, then roughly grabbed the hoof it was offered. Pinkie’s other hooves were grabbed as well, and she let out a loud “Wheee!” as she was yanked back into the air. The beast held her aloft, suspending her in midair, her legs spread in all different directions. The crowd cheered as they were given a full-on view of Pinkie’s party down below.

“Bring it on!” Pinkie said with a grin, wiggling her rump eagerly. Another tentacle approached her but made its way towards her face instead of her rear end. She giggled as the tentacle began rubbing her all over, coating her just like it had done to Dashie. She lolled her tongue out to get a taste of it, but the beast seemed insistent on letting the coating remain, instead shoving the tentacle that she’d had in her mouth before–at least she presumed it was the same one–back into her mouth. Its intrusion was a little more rough this time, forcing itself straight past her lips instead of requesting entrance. Pinkie’s eyes went wide, but quickly dulled again as the tentacle began feeding her cum once more. The crowd cheered as Pinkie began gulping down the offerings, and the cheer began to escalate into a roar as a new, thick tentacle neared her marehood.

Many seconds passed as the tentacles wove and danced around her, much like party balloons swinging back and forth in the wind. She was feeling rather impatient at their playful attitude, and she wanted nothing more than to get fucked raw just like her friends before her. “Come on, you little tease!” she said after swallowing what was in her mouth. She swatted the tentacle with a hoof, hoping that it would generate a response from the beast.

The serene, satisfied look on Pinkie’s face quickly turned to one of surprise as a thick tentacle suddenly lifted her up, flipping her over so that her stomach faced the canopy. The tentacles holding her forelegs pinned them to her chest and the ones on her hind legs spread them wider. Before she could utter a quick one-liner about getting plowed, she spotted a thicker tentacle rise from the rest a moment before it shoved itself right inside of her waiting and wet marehood, spreading her labia wide.

“Ow ow ow ow owwwieee!” Pinkie squealed, thrashing about in the tentacle’s grasp. Specks of her arousal flew everywhere with each thrust from the tentacle, mixed with small spurts of the tentacle’s cum. She tried to speak again, but her mouth was once again introduced to the tentacle and filled up. The two tentacles occupying her began to syncopate their pumping, sending Pinkie back and forth in the air. The pink party pony idly thought about herself as one of Cheese Sandwich’s accordions, but the constant pleasureful pounding at two of her three entrances didn’t allow thoughts to stick around for very long.

The tentacles in Pinkie both swelled simultaneously, the one in front filling her mouth up so much that she needed to breathe through her nose and the back one stretching her marehood to sizes she previously thought impossible. The bits of pain were a fair price to pay for the massive amounts of pleasure that the beast was giving her. Pinkie was no stranger to sex. She wasn’t doing it on a daily basis or anything, but with all the rampant partying she engaged in, it wasn’t a huge shock that she’d ended a few of her nights with some lucky stallions and/or mares. Those sexual encounters didn’t hold a candle to this. Not even the biggest of stallions could utterly wreck her slit like the beast was, and she was pretty confident that it couldn’t be spread any more.

As if the beast had heard her thoughts, a second tentacle plunged its way into Pinkie’s folds, causing a yelp to escape her throat and be muffled by the obstruction in it. Her world was a mixture of pleasure and pain, but she had to admit that the majority of it was pleasure. The tentacle in her mouth, apparently no longer interested in just the space it was occupying, began to push itself down even further, working its way into the tight confines of her throat. Pinkie began to gag, but a few swallows calmed her gag reflex down. She let out a muffled “mmm” as the tentacles kept their work up. This felt just as good as it had looked when she saw the beast having its way with Applejack and Dashie, and all she could think about at the moment was how wonderful it felt to be suspended in the air in front of a wild crowd and viciously spit-roasted.

Pinkie found herself brought to her first of what was sure to be numerous orgasms, squealing around the obstruction in her mouth and throat as her own juices mixed with those created by the beast. The crowd cheered as the mare climaxed, then buzzed in confusion as a burst of confetti erupted from behind her, covering the tentacles in her marehood with colorful shreds of paper. If Pinkie were able to do so, she would have likely made a comment about how she’d forgotten she’d put that in there, but even if her mouth wasn’t occupied, she was hardly in a position to get words out.

Pinkie breathed heavily through her nose, the waves of pleasure rippling throughout her body. Her pleasure was only heightened as the beast rewarded her climax with a torrent of cum in both of her holes, pumping her full enough that she felt ready to burst. A small dribble of it even managed to drip out of one of her nostrils. Pinkie’s eyes rolled back, figuring that this was everything the beast had in store for her. She took a few moments to try and clear her head, a task made difficult by the afterglow of her orgasm. Her belly was already feeling a bit bloated from all the cum she’d drank, and a part of her felt a little disappointed that so much of it had been pumped directly down her throat and into her belly, depriving her of the chance to taste it. One part of her sex-addled mind was even trying to whip up a use for the beast’s special sauce in a future baking project.

Pinkie relaxed a bit more as the tentacle in her throat pulled out with a little pop, remaining in her mouth but giving her poor esophagus a few moment’s rest. The tentacles holding her front hooves to her chest suddenly stretched them back out again, but not too roughly. Her eyes caught sight of a couple of smaller appendages approaching her. She tensed up, anticipating another penetration, but the beast had something else in mind for her. The smaller tentacles quickly shot under her forelegs, brushing playfully right where they connected to her body. Pinkie was certainly surprised; were they tickling her? If that was the beast’s intent, then it was certainly succeeding, and another set began tickling her belly as Pinkie burst into peals of laughter. She squealed around the tentacle in her mouth, struggling and attempting to flail and escape but completely unable to do so. Pinkie had been certain that the beast only intended to rut her and nothing else, but it seemed to be just full of surprises. And cum. Surprises and cum. Cumprises! That word made her giggle even more as she was relentlessly tickled.

Pinkie felt yet another tentacle begin to stroke her mane as she was tickled, adding a level of comfort to the whole thing, as if the beast was trying to help her feel more comfortable. The bizarre combination of the tickling, the comfort of the stroking, and the pleasure of the two tentacles still squirming inside her marehood–although currently more gently than they had been–was the most wonderfully odd thing Pinkie had felt in a good, long time. She couldn’t figure out how anypony could be scared of a beast that was making her feel so, so good.

The tickling and stroking eventually slowed, then stopped. Pinkie took a few moments to catch her breath, figuring that her treatment was done with. As it turned out, though, the beast wasn’t quite done with her yet, not by a longshot, and Pinkie was in no position nor mood to complain. The tentacles acted fast, whirling Pinkie around in mid-air until her belly was facing the floor. Her legs were pushed together until all four hooves met while another tentacle wrapped itself around the base of her tail, pulling it out of the way. Pinkie was now effectively bent over in the air and the beast was more than happy to take advantage of that position. The appendage in her mouth began pumping cum into her again, and a new tentacle emerged, heading towards the one hole that hadn’t been used yet.

Pinkie had been with a couple stallions in the past, but never before had one tried going at her through the back door. She’d heard about ponies doing it even before witnessing the beast do just that to her friends earlier, but she’d never gone and tried it herself. Her baby-blue eyes shot wide open as the thick tentacle introduced her to the concept, thankfully amply-lubed as it teased her pucker. She clenched down, hoping that would dissuade the tentacle from entering her back there, but alas, it was all for naught. A particularly delightful thrust from the tentacle fucking her pussy made her lose focus for just one moment, and that was all the tentacle needed. It squirmed against her asshole then slipped inside, making Pinkie squeal.

The shock caused her to begin to choke on the cum that had filled her mouth. Her eyes filled with panic, but the beast acted quickly, wrapping a tentacle around her midsection and giving her a little squeeze to help clear her throat. The tentacles working her went so far as to retract from inside her as it waited for Pinkie’s coughing to cease, the bunch of cum she’d been choking on flying from her muzzle and falling with a splat to the ground below. Pinkie eventually caught her breath again, shook her dripping head out, and smiled sweetly to the beast.

“Thanks!” Pinkie said. A single tentacle patted her on the head, causing her to giggle weakly. Then she wiggled her rump. “Alright everypony, back to work! Mouthy, get back in here! Rick and Morty, don’t forget to focus on the clit! Plotmaster, that was a good introduction but I need you to follow through! Don’t give up just because it’s tight! You’re performing like tentacles! Let’s turn it up to eleventacles!”

If the beast had eyes (which it very well might have; Pinkie was held too securely in place to attempt to get a closer look), it likely would have been rolling them by this point at Pinkie’s assertiveness. Without another moment’s hesitation, the tentacles simultaneously plunged back inside Pinkie, eliciting a yelp of pleasure from the pink party pony. Pinkie found herself stuffed once again, wonderfully stuffed. The one in her rump took some getting used to, but once the initial pain wore off, she was more than able to enjoy the immense pleasure of her tailhole’s thick occupant as it rammed into her over and over again. Pinkie’s eyes rolled back into her head as she was relentlessly pounded from both ends. She was beginning to get to the point where she was wondering if she could ever enjoy regular sex again after experiencing this. Perhaps she’d have to find out where this carnival was going after it left Ponyville…

Pinkie suddenly felt a new set of tentacles join in on the fun. The new, smaller tentacles danced down her body, then dove between her hind legs, settling down on her teats. As opposed to the rough treatment that the ones inside her were giving her, these new ones were as gentle as can be, massaging the sensitive flesh tenderly. Pinkie had been sure going into this that all the beast cared about was having its way with her and her friends, but it had made it quite obvious that its partners’ comfort was also important to it. She let out a happy squeak into the obstruction in her mouth. Nopony had ever given this much attention to her teats like this, usually too focused on the main event. Yet this giant tentacle beast was attentive enough to wrap its appendages around them, gently flicking at them with their tips.

A moment later, they switched things up a bit. The smaller tentacles suddenly latched onto her teats and started sucking, much like a foal would do. This made Pinkie’s hind legs buck uncontrollably, the tentacles’ actions pushing her nearer to another orgasm. Suddenly, she felt another tentacle push against her balloon knot, then slip inside, joining the slightly thicker one already fucking her there. She clenched down in response, but that seemed to only make the tentacles more eager. The ones playing in her folds started pistoning in and out of her, faster and faster until she was moaning like a slut in heat with each and every thrust.

Pinkie felt a new tentacle start scratching her behind the ear. For some reason, throughout the intense fucking she was getting, the beast wanted to comfort her. She didn’t know why it was showing her such kindness, but she knew one thing: if she didn’t let it do what it wanted to her, there’d be consequences. So she let it play with her ears. It wasn’t like she really wanted to object much to that anyway. She closed her eyes and moaned as it scratched her in just the right spot, making her front left leg twitch and tremble.

Before she knew what was happening, all of the tentacles suddenly picked up their pace, fucking her with everything they had. They pushed her all the way up to the edge of release then shoved her to the floor, holding her in the classic position of a mare in heat: head down, rump up, hind legs spread, and tail flicked to the side. The tentacle in her muzzle squirted more cum into her mouth, which she was forced to swallow, then it plunged back down into her throat, using the cum she’d just gulped down as lubricant. Her eyes half-lidded, she smiled as she felt her throat bulge outwards, the tentacle pumping her stomach full of cum. The warmth blossoming in her tummy was nearly what she needed to cum, but something held her back.

Suddenly, the tentacles keeping her hind legs spread suddenly lifted her rear up in the air while another tentacle pushed her head further into the sand. Pinkie winced as the tentacles fucking her marehood and rump became rougher, pounding into her harder and harder in an effort to get her to cum once more for the crowd. She had to close one eye just so that she wouldn’t get cum in it, for the cum puddle she was in was at least a few inches deep.

The tentacles kept her perched on the edge for what seemed like forever, but in reality it was more like twenty seconds. Suddenly, a tentacle latched onto her swollen clitoris and started sucking, finally pushing her over the edge. Pinkie squealed, her body bucking against her will as she came. Wave after wave of endless pleasure crashed upon her mind, making all conscious thought cease as she was pumped full of cum. Another burst of confetti accompanied her climax. Nopony could really explain where it came from, but nopony was trying to.

Nearly a minute passed with her in such a state. Cum dripped from her orifices, her stomach was bloated with the beast’s creamy icing, and her body felt pleasantly numb. Each tentacle slipped out of her, one by one until she lay by herself in the dirt, covered with tentacle cum like her friends before her. Her mane was heavy with cum, making it lay limply across the back of her neck. The crowd roared and applauded the sight they’d just witnessed. Hearing the sounds of joy made Pinkie smile a very weak smile. Seeing ponies happy because of her was all she ever wanted, after all.

As she lay there panting, she felt a sole tentacle slip under her belly. It picked her up then gently placed her on her side on the lift. She looked up to the beast, her gaze exhausted but happy. The tentacle poked her belly softly, tracing along it and clearing a bit of its cum off until it had drawn a little happy face on her bloated midsection. Pinkie looked down at herself and giggled softly. She gave a weak wave at the beast, and much to her surprise, one of the tentacles waved back at her as the lift began to rise.

Twilight Sparkle

Everypony watched as Pinkie Pie was lowered back to ground level. She staggered for a moment, splattering cum all around her as she looked for a better footing. Not finding one, she slipped in the thick gallons of seed that were pooling around her. The pink mare tried to stand up, fumbling around like a newborn foal in her awkward attempts before sliding back down to enjoy her moment in the thick cum around her. She dragged her tongue across her face, slurping up some of the thick liquid to swirl it around in her mouth.

Twilight couldn’t help but chuckle. Pinkie Pie had always had a way of making everything disgusting, violent, or otherwise frightening seem entirely trivial, even enjoyable. Her antics were legendary, and the young princess didn’t think that their team would’ve held together in the face of such adversity for so long if it weren’t for their dear friend Pinkie. She was the strange, eccentric, beautiful mare that held their group together like so much epoxy glue.

Seeing her friend soaked in cum left Twilight with more than a few confusing feelings. Seeing her lying face down in the puddle of seed that the tentacle monster had left her in was more than a little hot, and the gaping pussy that Pinkie wasn’t even trying to conceal made her more than a little hot and bothered. She wanted to feel her pussy in the same state, to enjoy the sensation of having her labia penetrated by soulless stalks of rigid flesh, to be fucked endlessly by the one thing that knows how to fuck best.

Twilight knew that she shouldn’t be thinking that way. She was Equestrian royalty, after all. As much as she often doubted her right of leadership, Twilight knew that there was a sense of decorum that must be met if she was to do her newfound status any justice. There were preconceptions, dogmas, principles that must be upheld for the sake of national security. Wanting to get fucked silly by an exotic monster was hardly any of those things.

Try as she might, Twilight couldn’t stop staring. While she’d grown up as a pony in a society of other naked equines, they usually did a decent job of keeping their genitals concealed from the public eye. While she’d seen more than her fair share of dicks and vulvas over the years, most of this was done modestly and with no sexual intent. Seeing her friend sitting there, post coital, with no concern for how brazenly she splayed her legs apart was so foreign to Twilight that it left her utterly dumbfounded.

Will I be like that when this is over? she asked herself. It was a legitimate concern, after all. While ponies like Rainbow Dash and Pinkie Pie were both fairly liberal in how other ponies saw them, neither of them had to keep up public appearances for their nation. If somepony saw Rainbow Dash get drilled by a swarm of tentacles, they didn’t think much of it. At least after they rubbed their dicks off, that is. Princess Twilight Sparkle, on the other hand, was a mare of stature. What would they think of her, and more importantly, what would the Princess see in it?

The issue was that Pinkie was just one of three friends that Twilight had seen getting rutted by the beast, and it was impossible not to look at them in a new light after seeing such an intimate display of lust and pleasure. She found her eyes constantly drifting back to Pinkie’s flank, staring deeply at the sopping wet cunt that sat nestled between her legs. Despite everything she was taught, Twilight could hardly resist the urge to dive forward and dip her tongue in the deluge, to clean out all of Pinkie’s pores with nothing but her mouth. She wanted to be the tentacle, to bring her kinship with her fellow bearers to the next level, to grow closer to her fellow mares than she’d ever been with anypony else in her life. She wanted to drink up their mare juices, so suck them clean of every ounce, and though all this she was left wondering what it’d taste like when Pinkie’s cum mixed with the monster’s.

I shouldn’t be feeling like this! Twilight thought, trying hard to ignore the dripping precum that was trickling down her thighs. She slapped her thighs together, carefully tucking her tail in to hide her obvious arousal. As much as she’d like to deny it, Twilight was very attracted to the spectacle of her friends. There was something about the thick mixture of pony and beastial musk in the air that just made her want to become more intimate with her friends. Twilight watched on as Pinkie rode the lift back up to their level, completely covered in cum.

“How’re you feeling, Pinkie?” Rainbow asked, still trying to get all of the sperm out of her coat. It was slow going, but she didn’t seem to mind. “That looked a bit rough for you.”

“Oh, no worries, silly filly! It was super-duper-fantastic!” the mare said, hopping back to her hooves and bouncing around manically. “I’ve never felt anything quite like it. I can’t decide if it was super or terrific. Maybe superific!” She giggled at her own silliness. “I hope we get the chance to do this again.”

“Yeah, I can’t say that I don’t agree with ya, Pinkie,” Applejack stated. She was still seemingly furious at the cumstains that had turned her once brown hat into a bold vanilla white, but that was hardly a bad trade for the day’s excitement. Still, trying and failing to wipe it clean of the thick goo was tedious work. “Confound it!” she cried in frustration before tossing the hat aside for later.

“Twilight Sparkle!” Luna suddenly called out over the loudspeakers, making everypony’s heads in their group snap up.

“That’s your call, Darling,” Rarity said, smiling at her friend. “You’ll do fine.”

“I hope so.”

The young princess trotted forward, trying hard to keep the nervousness out of her stride. She looked forward, spotting the platform that would lead her to that same cum-soaked monstrosity that had ravaged her friends so thoroughly only minutes before. She heard the dull roar of the crowd burst into a raging torrent of sound as she stepped onto the platform. Her heart raced faster and faster as the lift descended, lowering her into the pit.

Her mind was racing a million miles a minute as the handlers used their magic to lift her up onto a tentacle. Her mind was trying desperately to tell itself that nothing bad would happen, but she had a sinking feeling that she wouldn’t last as long as she hoped she would. Three of her friends had all gone through the experience, and they seemed more happy than upset that they had gone through it. Yet here she was, the leader of the gang, and all she could do was feel a small measure of terror. Twilight looked over her shoulder, glancing down to see that even Fluttershy was in a better state.

Now’s not the time to panic! she berated herself. Nothing good ever came of panicking, so she took a deep breath. Cadance had taught her to keep her mind in check whenever she had a relapse, and the pragmatic part of her mind kicked in to take over. The beast she was being placed on had yet to harm anypony, so her conclusion was that it was harmless until proven otherwise. Besides, Princess Luna wouldn’t have summoned a creature that would harm somepony, so at least she had that to reassure her. While there was a crowd around her jeering and hollering inane nothings at her, they could be discredited as nothing but background noise. All in all, she would be just fine.

Background noise, huh? she commented to herself. No, not that. More like an audience. As far as she knew, Twilight Sparkle was the only princess to ever try riding this beast, and everypony there was watching her. Like it or not, she had at least as much of a reputation to uphold as either Rainbow or Applejack. While she wasn’t really as confident a mare as they were, she still knew that she could hold her own in a scrap.

“Alright,” she said, settling down on the currently-restrained tentacle. “Let’s do this!”

“Your funeral,” one of the unicorns muttered before releasing the beast. Twilight had only a moment to try holding on before it started to furiously buck. All of her momentary bravado left her as the tentacle she was on started to thrash about, throwing its tantrum at not being able to just fuck her right from the beginning. She knew it wanted nothing more than to stick its moist tentacles in all of her holes, to pour its seed in her mouth, cunt, and anus indiscriminately. Twilight had to do everything in her power just to stay on.

“You can do it, Twilight!”

She couldn’t quite catch who said that, but none of that mattered anyways. All that was of any importance right then was staying on the monster as long as possible. She needed to keep steady, to give it a run for its money or else she would find herself just as violated as the rest of her friends. She knew that she would find those same tentacles pumping away in her pussy, rubbing her clitoris with their thick, rigid length. She had to hold on if she wanted to get off unharmed.

Do I want to, though? another part of her thought. Did she really want to miss out on everything that she’d seen her friends going through? They’d been crying out in moans of pleasure, not pain, and even with their bodies filled to the brim with semen, they didn’t seem to mind. As Twilight’s pussy slid back and forth on the tentacle she hung on to, she made up her mind.

“How many seconds do I have left?” she shouted down to the handlers. The looked at the clock for a moment before shouting back.

“Twenty seconds, your highness!”

Like that, her mind started counting down, trying hard to keep track of the time as she held out for just the right moment to let the beast take her. Just because she’d made up her mind to surrender didn’t mean that she would go down without a fight. She was a princess of Equestria, and they had damn well better respect her!

“Hahaha, yeah!” she shouted, waving one hoof in the air before leaning back. The tentacle monster flung her off like a used rag, letting her hit the ground in a cum-filled puddle. The purple alicorn had just started to gather her bearings before a tentacle wrapped itself around her midriff and dragged her back towards its waiting embrace. She stared defiantly at it, waiting for it to do its thing.

“Take me,” Twilight said, letting herself get lost in the thick forest of its tentacles. She felt them sensually brush her fur, poking and prodding around to find any hole they could use. One of the tentacles succeeded, brushing up against her anus before diving in. It sprayed cum all over her insides, a being of perpetual orgasm sharing its seed with its newest victim.

“Oh!” the princess moaned, feeling every inch inside of her as it rammed in and out. She felt her cheeks tighten around it, happy to be getting attention for the first time in a long while. Her hips clenched as she started to grind on it, trying desperately to stick it in as far her body would allow. Her pussy was dripping all over as she hit her first orgasm.

“Oh yes!” she cried, nearly spasming in pleasure. “More!”

Where Twilight had been scared only moment prior, she now found her latent fear replaced with something far more primal: lust. Her body ached for more intimacy, more erotic, pleasurable sex. Even with the tentacles ravaging every inch of her, Twilight’s pussy was still burning hotter than ever before. All of those times fantasizing about cute mares, hot stallions, and even her friends from time to time had yet to get her this heavily aroused.

“Come on!” Twilight shouted at the beast. “Is that the best you have for me?!”

The tentacle monster recoiled at the statement. Was this puny princess challenging her? No matter, it’d be more than happy to teach the mare to respect her betters. Twilight roared as a stream of tentacles wrapped tightly around her body, diving into her vagina until they reached their limit. Every inch of her body was soon covered in the slimy, soft flesh of her captor. They probed and prodded, searching for any place they could fuck.

“Ngh!” the purple alicorn moaned, her body tensing as she felt herself being caressed by an endless sea of flexible arms. They wrapped around her, tying and untying themselves like so many ropes, bending in ways that would make a pretzel cringe. This beast didn’t seem to have any understanding of the laws of physics. The unreality of it all made Twilight even hornier.

In all her life, Twilight had never been more deeply satisfied than in those few, sweet moments. Her back arched as she tried to thrust upward, the phantom feelings of somepony else with her taking hold of her rational thoughts. It didn’t matter at that moment who was rutting her, only that she’d get more of it. She wanted it all; the cum, the dripping moistness, the hot, steamy, sensual pleasure of being taken and abused by something, everything! She wanted every moment to count.

“Come on, big boy. Hnn! I’ve taken down titans worse than you. You’ll have to do better!” she challenged. The beast complied. Without thought or concern, Twilight’s captor took her ever deeper into its folds and coils, tightening its tentacles around her belly. Her mouth was forced open, silenced by another length of the monster’s flesh. It sprayed its seed deep into her throat, either oblivious or unconcerned about her ability to breath.

Twilight tried to gasp as her air supply was cut off by the thick, viscous liquid seeping down her throat. She tried to scream, but no sound came out. The world started to turn black as her brain started to shut down its own functions, conserving every last ounce of oxygen to stay alive. The young mare was terrified, sure that she’d just made the biggest mistake of her life. At the same time, there was such a rush, a deep-seated thrill at being certain that she was about to pass out. Twilight’s hips tightened around one of the shafts as she came all over its length.

Just as she felt that her mind couldn’t take any more, the beast pulled its tentacles out of her mouth and gave her room to breath. Twilight gasped for air, her vision slowly returning as she made sense of everything she’d just gone through. There was still a slightly black tinge to the edge of her vision as she sucked fresh air into her lungs. She didn’t even notice her thighs thrusting against the flesh beneath her as her mind caught up with her.

The sound of the crowd roaring finally started to come to Twilight’s attention as she came down from her climax. She could feel the tentacles slapping in and out of her damp pussy, but the feeling of pleasure was no longer so deeply intense. While the purple alicorn was by no means too exhausted to keep going, she was certainly on the post-orgasm lows.

“Fuck her harder!” somepony shouted from the endless masses.

“Yeah, make her squeal!”

Twilight gasped as she felt the strong grip around her midriff tighten a little. Was the monster sentient? The egghead inside of her was more than a little curious about that, and all the questions that line of thought brought up. While she was much too busy getting butt-fucked to care, she knew that she’d question those tamers again at some other time.

“Alright,” she breathed huskily to the beast beneath her. “Let’s give them what they want.”

Beads of cum were dripping down Twilight’s body as the tentacles inside of her picked up their pace. Whether their owner had understood her intentions or were simply building an empathetic link didn’t matter to Twilight. She was nothing but unbridled passion at the moment, a being of lust and hunger striving to satiate itself with another of similar tastes.

Twilight’s body swayed in time with the beast, letting it slap its tentacles in and out of her in a nearly intimate fashion. She was no longer here just to please herself; Twilight wanted to let her current partner enjoy itself just as much. There was a sensual feeling to watching the significant other climax all over your body, and just like any other mare, Twilight was no exception to this. Her hips rocked in time with the beast’s thrusts, her soaked mane and coat flinging hot, sticky liquid off with reckless abandon.

Twilight had never been the sort of mare to just go with anything, let alone something so shockingly new to her as intercourse. Her pussy was getting rutted silly by a being she hadn’t even known existed until recently, and here she was not even bothering to take mental notes on any of it. No, her body was taking all the notes she would ever need on it, and those notes were more than satisfactory. She wanted to feel the firm flesh drive deeper into her, to let it cum all over her insides and paint her intestines a creamy white.

“H-harder,” she barely managed to whimper. The purple mare’s body twitched involuntarily as the beast obliged, her soft, supple hips being caressed as a tentacle slammed its way even further into her body. Twilight closed her eyes in ecstasy as she felt another orgasm start to build in her. She wanted more of its length in her, to have it take her apart piece by piece only to reassemble her in its own slutty image.

“Fuck me, you prick,” she cooed, stifling another moan as it pulled out, her vagina clenching longingly around it before the length dived back in. “Fuck me like no other mare you’ve ever f-fucked be-hng!”

Twilight bucked her hips stiffly, moaning in pleasure even as exhaustion started to creep into her bones. She was both tired and aroused of all of the sexual activity she’d faced in such a short span, and her body wasn’t used to being fucked silly by gigantic alien monsters with such a high libido count. Nevertheless, she wanted nothing more than to get every inch of it inside of her.

“Mmpf!” She gave a muffled cry as the beast slid yet another tentacle down her throat, pouring more of its seed into her stomach. A thick, rich, salty flavor was left in her mouth as it pulled back out, leaving behind a distinct aftertaste. She didn’t quite know whether she wanted to gag or not.

Twilight was utterly spent. She knew it deep down inside, as much as a certain amount of bullheaded pride wanted to say otherwise. All of those fears of failure and a drive to brag about her status had carried over into this one little competition, and yet she was exhausted in barely half the time it took for lesser mortals like Applejack and Rainbow Dash to achieve. Was she really so weak?

Every time she felt another wet, sloppy tentacle worm its way into her body, her muscles would spasm a little in exertion. Like it or not, the young princess could hardly even take any pleasure in being fucked silly at this point. Her pussy would clench sporadically around whatever length had forced itself in her, and it wouldn’t take more than another minute or two for her to come. What had been an exciting and arousing experience only minutes ago was starting to become more and more of a chore.

“Nng! A-alright, are you happy yet?”

The beast didn’t respond with words, merely settling for more of its lustful rutting. It didn’t care how much she wanted to stop, she was its plaything. It gave her no more concern than a lustful stallion did with his erotic sex toy.

“P-please stop.”

The beast grew a little agitated at that. The sex toy decided to talk back to its master? Gnats would garner more sympathy from it than something so easily objectified as a lustful mare who’d already propositioned it in such a way. Did she not realize that she’d issued a challenge to it, asked it to give her its worst? Well she didn’t know what its worst could be, and perhaps it was about time to show her.

The tentacle monster bore into her, driving its thick arms forward like augers into loosely tilled earth. It shoved inward, pushing into her dripping cunt without any empathy. Twilight groaned as she felt herself being violated for what had to have been around the dozenth time that night. She wanted to cry, moan, and laugh all at once.

The crowd laughed and jeered as it watched its royalty get ravaged.

Finally, after what felt like a small eternity, the beast loosened its hold on her. Twilight felt its tentacles go a little slack, and she moved her body around to help ease some of the tension in her limbs. It took her a few moments to realize that her turn was over.

“That’s enough, big boy,” one of the trainers cooed. Twilight could hardly believe what she was hearing as she was lowered off of the tentacle. The absence of flesh inside of her felt almost surreal, like a limb she’d never known she’d had was gone.

Perhaps a part of her would miss it.

As she was lowered on top the arena floor, she noticed that the lift to the arena resting place wasn't being lowered. She slowly looked back up to where the Princess was observing the whole event and saw that she was… smirking.

“I do not believe… dear Princess Twilight,” Luna began,” that the beast is fully vanquished.”

“W-What do you mean?” Twilight muttered as she made her way to the resting area, “It’s beaten for this round!”

“I doubt it, your highness!” Moon Dancer called from the stands, “It seems that it’s not that happy to me~!”

Twilight looked back at the tentacle monster and gasped at what she saw. The monster itself was shaking violently, somewhat like how it was shaking from when Applejack first beat the monster. Before the lavender alicorn could do anything, the monster suddenly split into several tentacles and shot towards her.

“What in Celestia—?!” Twilight cried as she was suddenly caught in several tentacles that wrapped around her barrel.

The crowd began to cheer and roar in approval as the princess was hoisted into the air. Before she could cast any magic, a strange gloob of energy was spat out of the main tentacle against her horn.

The alicorn watched as she rose into the air. The mare let out as gasp as she was rolled onto her back, her head staring up at the ceiling above at the tent. She blushed as she heard the crowd began to chant over and over as she watched the tentacle quiver in anticipation. She could easily tell it was not finished with her and was not about to get away with such an easy defeat, not if Luna had anything to say about it.

“Fuck her harder!” Someone shouted.

“Make her cream her cunt!” Another yelled.

“Princess Sparkle!” Luna’s voice boomed over everyone elses, “Do you wish to challenge the beast once more? To prove to the world your power?”

“I-I don’t know, your highness…” Twilight answered shakily, “I already—”

“Come on your highness!” A stray voice shouted, “We believe in you! Go for one more!”

“Yeah!” another shouted, “Show those earth pony bitches what a pure breed can do!”

Luna grinned as the voices shouted at Twilight to continue with the race. The alicorn tried her best to break free but found herself unable to move. Several tentacles wrapped around her waist and holded her tightly, not allowing her to move.

The mare’s horn suddenly lit up with her magic, but before she could cast a spell to teleport herself out of the beast’s grip, she felt something splatter her horn and cancel out the spell. With a shocked gasp, she looked up to see a glob of green, transparent slime. Twilight began to panic but suddenly let out a low and startled groan of pleasure as the glob of slime around her horn started to tingle it, making the mare feel an intense rush of pleasure surge through her.

“Princess?” Luna heard Rainbow ask behind her. “What’s happening; why did her magic cut out?”

“Simple, my dear Rainbow. That slime has properties ekin to what you find in a ring dampener, however the slime of this particular beast not only dampens one’s magic, but heightens their arousal.”

Luna tittered softly as a devious smirk adorned her lips.

“Pretty soon, dear Twilight will be begging for release…”

Twilight started to pant as the slime made her horn tingle more and more. She closed her eyes as she felt her cheeks burn with heat she gasped softly as she felt several tentacles crawl over her body, pressing into her fur firmly letting her feel the smooth tendrils. She whined a little and arched her head up to look down towards her crotch. Her whole body now burned with a pleasure, as she tried to see what the beast was doing. The mare bit her lip seeing the end of one of the longer tentacles teasingly circling her pussy lips, every now and again swiping over her clitoris only to pull back before repeating the process.

She opened her eyes halfway, both orbs glazed over with a lustful and almost blank-like expression, her tongue dangling out her mouth like a panting dog.

It was toying with her, and she knew it. And damn it all did she enjoy it. Twilight whimpered softly as she tried to push herself into the tentacle, her nethers now burning with heat and a desire to be fucked senseless. But the beast held her in place and just continued to toy with her pussy, never once going in fully. The alicorn bit her lip as she felt herself wanting to scream, scream for it to fuck her senseless, scream for sweet merciful and pleasurable release. Whatever dignity she had was rapidly fading away and being pushed aside by pure, animalistic lust.

The other elements watched with shock as their friend groaned and writhed in her bonds, her body shaking and panting as the tentacle continued to toy with her. They heard Luna say something again beside them, making them look up at her.

“Oh… and one other thing it does,” Luna said as she looked over to the elements, “It tends to make one a bit more… undignified. Brings out a temporary state of heat in a mare, so to speak.”

“How do you know?” Rarity asked her.

Luna looked away, hiding the soft blush on her cheeks, “Uhm, j-just from research and the such. I had to make sure the beast for my festival wasn’t going to hurt my subjects, after all!”

Rainbow and Applejack looked at the lunar princess with a deadpan expression before they and the other girls resumed watching their friend be tormented by the monster.

Twilight was whining so loudly now, the crowd could hear her and were roaring with approval as they watched the new princess get reduced to a mare in heat.

“Get on with it!”

“Make the bitch cum hard!”

“Fuck her right in the pussy!”

All around her the cries came. Twilight was unable to pinpoint where or who was saying what but she didn’t care. All she could think of was the beast ravaging her soaking cunt. As the tentacle gave her lips a firm push, spreading them ever so slightly, the alicorn threw her head back and screamed.

“F-Fuck me already! Please! I can’t take this anymore! Just take me already, use my body as your fucking cumdumpster but just please, fuck me!”

For a brief moment, everyone was silent at the alicorn’s outburst. Twilight’s cheeks went a dark shade of red as she panted.

Rarity blushed and nearly fainted.

Fluttershy’s entire face went red as her wings slowly extended.

Pinkie Pie stared with a huge grin as she bit her lower lip.

Rainbow Dash stared with a blank expression as her cheeks went a dark red as her wings instantly shot out and a trickle of blood leaked out of her nose.

Applejack lowered her hat to hide her blush and a small bit of drool leaking out the corner of her mouth.

Even Luna was blushing, her own eyes wide and wings standing at attention. It was soon replaced with a lustful grin. The crowd destroyed the silence and roared in approval before they started to chant.

“Fuck her! Fuck her! Fuck her! Fuck her! Fuck her!” the crowd screamed.

Twilight panted heavily as she looked between the princess and the tentacle once again. Luna nodded and the beast seemingly understood her. Twilight was about to say something but it turned into a sharp gasp as the tentacle that had been teasing her quickly vanished, and was replaced with a behemoth of a tentacle. It had a large girth, a very large girth. The monster tentacle loomed over the lavender princess, making the alicorn shrink a little from the sheer intimidation the thing was radiating over her.

The tentacle began to vibrate slowly at first, then it gained speed and started to make small clockwise circular motions with the tip, imitating a drill. Twilight swallowed a lump in her throat as she stared at it. She knew the thing was probably going to tear her up, make her unable to walk for weeks and make her feel it everytime she would take a step. Part of her mind was yelling at her to fight, to plead for release and beg Luna to call it off. But it was quickly crushed under the rest of her desiring the behemoth to take her like the bitch she was.

And she was its bitch, its play toy to do whatever the fuck it wanted with her. That was the case when she had stepped into the arena.

Twilight turned to look at the lunar princess who smirked back at her. Luna nodded and the beast seemingly understood her as it didn’t give Twilight a chance to brace herself. It rammed into her with such a fast speed. She jolted in its grip and was pushed forward.

The alicorn screamed in a mixture of pleasure and pain as the behemoth began to relentlessly and mercilessly pump into her, stretching her to her limit. Her head snapped back as her tongue lolled out of her mouth and her eyes instantly started to roll back as her body was racked with wave after wave of pleasure, the tentacle drilling into her and ramming against her already filled womb like a jackhammer.

The crowd roared loudly as they watched the large, visible bulge move back and forth on her lower region. The tentacle continued to slam into her with lightning speed, the sound resonating around the arena, the slaps of the tentacle against blurring into one another. Twilight struggled to keep herself from passing out as she was ravaged. It was unlike anything she had felt in her entire life, even with her earlier experience with the beast.

Her body rocked back and forth against the thrusts and realised that the monster was actually using her body to push back against its own thrusts. As she tried to arch her head up, her vision was greeted with another behemoth of a tentacle, if a lot smaller. The alicorn knew what it wanted and try as hard as she could to will herself to keep her mouth shut, fearing another near pass out, the pleasure she was getting from the drilling in her pussy kept her mouth open. As she moaned loudly, the tentacle rammed into her mouth and immediately made her gag as it began to relentlessly thrust deep into her throat.

Twilight felt her air supply nearly get completely cut off; the tentacle mercifully allowed her very short intervals to catch what little breath she could and she timed the thrusting as best as she could despite the difficulty in keeping her senses in check. Each time the tentacle slammed into her throat, a visible bulge formed which only made the crowd roar louder in delight. The alicorn whimpered and choked around the appendage as she forced herself to resist the urge to vomit, scrunching up her face and shutting her eyes tight as each pump into her made her let out a loud, wet slurp.

The mare’s mind was slowly numbing as she groaned heavily as the fat tentacle inside her cunt began to twist and rolls itself as it rapidly pumped into her, hundreds of barbs forming all over it that rubbed over her insides over and over, tugging on the flesh and pushing it. She felt the head of the tentacle ram into her womb over and over as it pushed past her G-spot, making her scream around the tentacle in her mouth. Her body began to pulse and violently jerk as she felt her orgasm building up, and the tentacles seemed to take note of this as they began to speed up.

Twilight now struggled to breath and shot her eyes open wide as the tentacle in her mouth gave her no chance to breath, she flailed helplessly like a wild animal caught in a snare trap. Her heart beat began to increase rapidly as she felt her vision growing dark, her eyes rolling to the back of her head as her face started to turn a shade of dark purple. Tears rolled down her cheeks as she choked and gagged around the tentacle before she felt it tense up and shoot another load of hot, salty cum deep into her throat and into her stomach. At the same time the one inside of her pussy suddenly shot a torrent of cum into her womb, instantly filling it up and her pussy as it oozed out of her quickly, squirting out down her rear onto her tail then the floor.

Twilight let out a muffled scream and a choke as she came hard, her rear legs twitching violently, the orgasm unlike anything she had ever experienced. No sooner had she climaxed, the tentacle in her mouth shot out, splattered her mane and face with more seed and allowing the mare to violently cough up some cum that was in her mouth and take deep lungfuls of air. The tentacle that was still thrusting into her pussy and pumping it with cum kept going, the alicorn’s belly starting to swell, giving the impression she was pregnant before it pulled out of her. It squirted thick stands over her body as cum continued to ooze out of her pussy, the mare softly moaning. Her belly began to quickly decrease in size as copious amounts of cum splattered onto the floor below, the sound the only thing heard as the crowd had fallen into silence as soon as the beast had climaxed, eagerly waiting to see the result of the intense fucking.

The mare continued to gasp for air, occasionally coughing, as the beast slowly lowered her to the ground below. She struggled to stand, but by sheer will she did albeit with shaky legs. One of the smaller tentacles leaned down and seemed to give the lavender mare a peck on the cheek before the handlers came and restrained it.

“Mares and gentlecolts!” Luna suddenly boomed, “Please, let us hear it for the valiant performance of our latest and dearest Princess... Princess Twilight Sparkle!”

The arena exploded into applause, whistles and cheers for the lavender princess. Twilight shakily waved to the crowd as Fluttershy and Rarity rushed out to give their friend a supporting hoof back into the relaxing area.

“W-wow… Twilight,” Fluttershy whispered, a blush still on her face, “T-that looked… intense.”

Twilight merely giggled and babbled incoherently as she leaned against the two mares for support.

“Please be careful darling,” Rarity winced, “You’re going to get that… thing’s… doings all over my coat and mane!”

Twilight giggled again, “Does it matter? You’re up next, and I think getting spunk in your mane and fur is the last thing you need to worry about.”

Rarity swallowed a lump in her throat as her eyes went wide.

“Eep…”

Rarity

Rarity watched pensively as Twilight ascended on the lift, frowning over her mane, matted with semen in sticky splotches and her messy, frazzled coat. Dear Celestia, we’re all going to need a week’s worth of spa treatments after all this... she thought. Upon hearing a roar come from the pit, her eyes flicked over to the tentacled creature. Its tendrils whipped through the air with surprising ferocity, flicking semen over those in the first few rows of the stands.

The lift finally reached the top with a dull thud, revealing the panting and cum-soaked form of Princess Twilight. She was almost entirely covered in tentacle cum, and, just like her friends before her, had gotten fucked so well that both of her holes were still open. Her stomach was swollen from the sheer amount of cum that had been pumped into it, leaving her looking like she was seven months pregnant.

“Whooo Twilight!” Pinkie screamed in approval. “That was so much better than me.”

The white unicorn raised a hoof to her mouth, her breath coming in short pants. “How in Equestria can you have so much energy after being rutted senseless?” Whatever Pinkie’s excited answer, it fell on deaf ears; for Rarity’s attention had been drawn to the beast again and to the crowd, whose cries for the next contestant grew louder, even after such a short hiatus.

The heart in her breast pounded, forcing her to take a heated breath. Every fibre of her being was telling her to bug out before it was too late. All of the training through her youth, adolescence, and adulthood had taught her that this was wrong, that a lady is always to be available and always to be ready to marry and to gain the satisfaction of a stallion, but that she was never to allow the easy perception of her availability. A lady keeps her desires to herself.

She began to back away, ready to bolt towards the door and run home to safety. But the little voice in her head stopped her there. Relax, Rarity, it told her. You are a lady of your word, and you’re going to see this through. Her panting breathing slowed, and she looked back to Twilight, forcing herself to look upon her potential fate and meet it head on. A promise to a princess, she resolved, is the highest good any mare can keep. Princess Luna planned this; whatever happens isn’t under my control anymore. But, as Celestia as my witness, I will control how I see this through to the end.

“How do you feel, Twilight?” she asked the quivering mare as she walked over to her. She couldn’t help but watch with wide eyes as a few droplets of tentacle cum trickled down Twilight’s legs. Her friend’s hind legs would not stop trembling, and as she gazed at her friend, she noted that there was a small string of cum hanging from the tip of her horn. She heard Twilight start talking, but she didn’t pay much attention due to the fact that she was oddly attracted to watching that bit of cum swing back and forth.

“...but overall, I’m pleasantly exhausted, Rarity,” Twilight responded, putting a hoof to her stomach. Twilight’s horn lit up with the little magic she must have had left. She grunted as she pressed in on her bloated stomach and then looked a little relieved as a liberal amount of the beast’s seed dribbled down her rear legs. “You just won’t believe how much sperm I had to ingest.”

The whole scene made Rarity’s own stomach a little queasy at the thought. She blinked and shook her head free of the feeling. “But, darling, you just look so … so…” she paused, repressing a quiver. “Ich.” The guttural sound, one much like clearing one’s throat, was all that she could manage. Twilight smelled strongly of something both sweet and a bit salty, leaving her to wonder how much of the cum was hers in relation to the monster’s.

“It’ll be fine, Rarity. I’ve actually read a few scientific papers that suggest semen is good for your coat.”

Typical Twilight. Taken advantage of and covered in sexual juices and she’s still talking about her studies... Hehe, the benefits of being a cum dumpster...

Suddenly, Rarity’s heart dropped into the pit of her stomach as she heard the announcer call her name out. Slowly, obedient to the clamor of the crowd rising in volume, she made her way to the platform which would bring her into the arena. Even now, she had the jitters; a life’s worth of keeping everything clean and in perfect order made even surveying this scene disheartening. The dusty ground was covered in cum and battered with uneven holes where the beast and its opponents had repeatedly beat the ground. A closer look at the beast made her tremble, not for its power, but for its grotesque face, eyeless and dripping with the sleek sheen of its own fluids.

The scent of arousal and desire strengthened as Rarity neared the ground, and she held her nose up high over the repugnant scent. She stepped off the platform, gingerly trying to find her footing in the icky muck, delicately placing her quivering hooves in just the right place to move forward along the sand without getting her well-shined hooves too filthy. But as the handlers forced the creature looming before her down, she hesitated. The beast’s many tentacles waved in the air, not menacing, but in rhythm. It seemed to taunt her, jeering and telling her she was going to be taken quickly. She heard the crowd calling out in agreement. She sensed that the beast wanted to claim her as its own, but she was more than determined to make sure that wouldn’t happen. Besides, she had a reputation as a fine lady to uphold, and fine ladies do not get fucked like sluts in front of cheering crowds.

“Yeah, fuck her right in the pussy!” Rarity heard one stallion yell from the other end of the arena.

Hmph! Well, that was a bit rude, but I do suppose that will happen eventually, given my luck and finesse with outdoor sports...

“Hey you! Yeah, you down there!” Rarity tried to pinpoint where the voice was coming from but was unable to do so. “Your pretty little mane is gonna be soaked through with spunk when the beast is done with you!”

Reality started to sink in. Oh, Luna, they’re right; it’s going to get all in my mane! Oh, why oh why did I shampoo three times this morning rather than the usual two? She took a step back, but where could she run? Those slimy tentacles were just going to get her and rub their ickiness all over her clean coat. She was going to end up like Twilight and everypony else who’d gone into the ring. It was going to caress her and ravish her and make her orgasm like no stallion could ever dream of....

Rarity blinked, flashing her long eyelashes. Her body felt warm now, and she suddenly realized that in a moment, her hoof had nearly reached back to where her privates lay. Her lady bits even felt a little moist at this sensory overload. In some sick, twisted way, did she actually want this?

Her marehood was going from moist to soaked at just the thought. With Sweetie Belle in the Boutique for so long, she had, had to neglect her bedroom habits. How long had it been since she last came? Days, weeks, months? Yes, she finally concluded, as her legs shook even more. As the unicorn handlers waited for seconds, she fought the urge to fondle herself now. Oh, but she’d get more than that soon. I’m half tempted to just jump off right at the beginning... she fantasized. The dirtiest images filled her mind. Yes, it’s going to rut me straight in my marehood and then facefuck me like the dirty slut I am, and…

In the span of a few moments her flight response had suddenly changed to something completely new. Again, during her mental reverie, she noticed her hoof automatically reaching back to her lady folds, which she was sure were now flowering to expose their pink petals. This time, though, she didn’t seem to care. Having forgotten the crowd, she was only focused on the beast and its slimy, phallic appendages. Maybe I won’t give in so quickly, she mused as her hoof reached close to her sheath. Maybe I’ll put up a fight like Opal on bath day, and it’ll have to hold me down, like everypony else. No stallion’s ever done that before. No, it’s always Rarity that does the chasing... She withheld a gasp as her hoof brushed over her slit. It came away moist and a little sticky. Oh, she was ready alright...

“Hey, slut, quit masturbating and let’s start the show!” the cry came from one in the audience.

Rarity stopped cold, now realizing what she had done in the heat of the moment. Looking up, she could barely see from the blinding lights that shone down on her from above the audience members. They were ogling her, some with their hooves in inappropriate places. But that voice sounded so familiar, she looked around for a second and suddenly spotted a face she knew. A coat of pink with a violet mane, colors she knew well.

Suri Polomare.

She thought perhaps her face couldn’t get any redder, but it certainly did in that moment. There that vixen was staring her down with that haughty grin of hers; and here she was about to pleasure herself in front of a whole crowd like some common whore, who couldn’t control herself in the slightest. Again, her heart began to beat heavier, but not in fear or lust this time. A scowl grew over her face as she guessed what Suri and a hundred other jealous mares might have been thinking. What would Fancy Pants say if he knew about this? Celestia forbid him actually being here. Fire kindled in her eyes, and a cold flame went under her coat, with goosebumps appearing just under her tidy fur. This beast will not make a whore out of me! she screamed in her head. Grinding her teeth, she wanted nothing more than to shout at the crowd for its lewd jeers against her. She faced the creature again, as a lady this time, no common mare.

One of the beast’s handlers, who was mostly oblivious to Rarity’s thoughts, as well as the rest of the audience, called out, “Ma’am, we do need to get this show on the road. Do you want us to lift you, or—”

“IT IS ON!” Rarity cried out as she suddenly raced towards her subdued adversary. With a flash of her horn and with her great skill in precision from long years of dressmaking, a focused pocket of magic appeared under her hooves. With a well-timed spring of her bent haunches, she catapulted herself several feet off the ground, just high enough for her to latch onto the top of the tendril. Then, with the little amount of strength allotted to her tiny body and the great rush of adrenaline and determination that had seized her, she heaved herself up to the part of the tentacle where many of her friends had sat. And though her precious flanks and barrel already had to endure the stickiness of the creature’s slime, she welcomed the stains on her fur, knowing that circumstance wouldn’t make her lose control.

Seeing that she was firmly established on the tentacle, the timer at the arena’s front flashed to a new sixty seconds followed by the sound of a door shutting blaring over the speakers for dramatic effect. The crowd thundered in approval. With the announcer's prompting, in one voice, they began the countdown to the start. “Five! Four! Three! Two! One! GO!”

With the beast quickly freed, Rarity felt herself rising, and in a flash, she was being rocketed up. With the strength of the large beast, even given all the determination she had, she couldn’t help but scream like a filly, “Aaaaaaahh!” The tentacle trashed to the side and the unicorn felt herself slide a little at the force. Another powerful, whipping motion from the creature made her almost lose her grip, but still she held on just barely. She threw herself forward, gripping onto the tendril with all fours for dear life, all the while sounding the most expert damsel-in-distress shriek a mare could muster.

The beast crashed down, low to the ground, making her stomach lurch. And while she breathed hard, there was a half-second pause when the bucking stopped. Rarity spoke to herself aloud. “I have a feeling this cannot be— EEP!” she squealed as a poking motion from behind suddenly jabbed her in her most private area. Instantly, she let go, helpless to stop herself and tumbled to the ground into a small puddle of semen. And the crowd burst out laughing immediately. Rarity’s eyes shot over to the timer, which was stopped at fifty-five seconds. I only lasted five seconds?!

“Hey, that sir, was cheating!” she yelled at the beast. But no sooner had she spouted this accusation did her face stretch long in surprise. “Oh, dear,” she said as two secondary tentacles rushed out towards her. She rose to her hooves immediately and skipped away, escaping the range of one narrowly. Her horn charged with the energy she practiced in sewing all day, and struck the tendril with force hard enough to let her evade it too with another pinkie-like hop. The wind from its swipe ruffled her long mane.

The game was over, she told herself. But looking over and seeing that the primary tentacle was still there, she knew that she still had a chance to save her honor as a lady if not her glory in winning this event. With a burst of speed, she galloped towards the main appendage with the wind in her eyes and her pretty fetlocks being defiled with white liquids. Three more tentacles lunged behind her, but they were tinier than the rest; and sensing them, she batted them away like pesky flies. And with another flash of blue energy, she leapt for the main tentacle which was held out for her like a prize.

But as soon as her front hooves grasped the top, she shrieked out again in pure shock when another tendril grabbed her by her hoof; and with a down-pulling motion force that far outmatched her ability to keep purchase on the slippery surface, she fell down again and braced herself for impact. But, much to her surprise, she fell on something smooth and fleshy which cushioned her descent. Her eyes went wide again as she realized she had fallen straight into a terrible trap, a bed of the beast’s tendrils waiting for her fall. She sprang up at first notice, but the one holding onto her already caused her to trip and fall on her face again. And she gasped as the slime-covered bed seemed to be folding up on both sides of her. Oh, this is it...

She shook and jerked at the constricting attacker around her rear leg. “Get off of me you filthy thing,” she commanded as her horn again came to her aid, striking the tentacle with the piercing pressure of a sewing needle. Weak as her attack was from her lack of magical training, the tendril did not release her. Even as she tugged and pulled herself away in a panic, the nest of tendrils closed around, rolling up from her left side and constricting around her. Her fore hooves were braced against her chest as cool slime encased her, covering her back and chest all the way down so that only her rear hooves and head were free.

Held flat with her stomach facing the floor, she was almost completely immobilized. She wiggled and thrashed these rear hooves, squealing again; but grew more docile and contracted as the tendrils firmly established her prison. Wet juices intermingled with her fur and wet her coat all the way down, making it stick and dampen under the mass of beastly flesh. And to make things worse, Rarity felt the one which had caught her originally crawl like a growing vine around her leg. Soon it reached her thigh. Thereafter, it reached her pelvis.

She retched as the feeling of these icky juices climbed up her feminine form, and made a week’s work of bathing worth nothing. But for all her disgust, her level of cleanliness now was the least of her worries. The tendril below slowly worked its way to where she knew it was going. It stroked her thigh, sensually making her now feel dirtier than she already was. It lingered there, while the voices of the crowd shouted out, many egging it on, others just hollering in approval.

She gasped as it brushed over her lady folds, shaking in great anticipation, now aware that there was no stopping the sure course of events. It rubbed over her pussy again, causing her to moan as it bumped against her clitoris, which was winking out now. And another slid over her other thigh and found the same area. With two tentacles now stroking and massaging the outside of her marehood, she was now certain she had flowered completely and that her exposed pussy was sopping wet and presented for everypony to see. Her face flushed again. The beast had her wriggling and squirming now, as her body betrayed her. These were not foolhardy attempts to escape, but her body’s visually asking for more. Her eyes rolled to the top of her head as she panted.

“Mmph?!” She regretted opening her mouth a moment too late, for a tentacle had just shoved its way inside, past her parted lips. Another tentacle coiled its way up her neck then forced her head to look towards the sky, making her throat align with her mouth in one straight line. Before she knew what was happening, she felt the tentacle running over her tongue press itself up against the entrance to her throat. Her eyes went cross-eyed as she watched the tentacle swell up just outside her lips, sealing her mouth shut.

Not a moment later, she felt the tentacle start leaking cum from its tip. Her eyes darted all over the place and her ears flicked back, for she knew exactly what the beast wanted her to do: swallow. Doing so would allow the tentacle easy access to her throat, and she was defiant to not allow that to happen. She remained firm in her vain belief as her mouth was filled all the way to the brim. As her cheeks puffed out from the sheer amount of cum, Rarity tried to push some of out from around the seal but quickly found that that was not an option.

Since Rarity refused to swallow the beast’s cum, she left the beast no choice. Rarity’s cheeks hurt from being stretched so much, but she refused to give in. The tentacles playing with her rear end kept on doing just that, teasing and brushing against her pussy incessantly, never providing her any real pleasure. As she watched, two tentacles just a bit thicker than the pencils schoolfillies use danced their way up to her face. She knew exactly what their purpose was, and she glared at them in hate, praying that her expression would halt the tentacles in their path.

The tentacles paid her mood no mind as they danced all over her face, tickling her behind her ears. They scratched her in just the right place, making her hind leg thump up against the floor much like a dog who just got a ticklish belly rub. She relaxed under their ministrations for the briefest of moments before she snapped back to reality. I cannot let this mere beast lull me into a false sense of security... Oh, what a sight I must be right now... A mouthful of cum and a pussy as wet as a used mop during a flood... That thought alone made another few drops of her arousal seep from her needy slit, only to be caught by the tentacles taking care of her back there.

Another few moments passed like this, then Rarity sensed their mood change. Gone was the friendly playfulness of the smaller tentacles. Now, they were replaced by a more sinister look as they slowly but surely swept through the air, wrapping around her neck. She felt them tighten a bit, and as she wondered if they were going to try and choke her, their tips dove into her nostrils, blocking off all air.

Rarity’s eyes went wide as she struggled to breathe in through her nose. She had not expected this, not in the slightest. A sole tear slipped from her eye as she felt her lungs start to burn from the lack of oxygen. She wasn’t crying because she was about to get fucked. No, in fact, she was quite looking forward to that part. The reason why that had happened was that she was shocked that the beast would resort to such simple and barbaric ways of getting what it wanted. No mind games, just brute strength.

Rarity simply glared at the tentacles, indignant that she was being forced to do the one thing that she didn’t want to. On the other hoof, she wondered what would happen if she swallowed. No doubt the tentacle poised, ready to dive down her throat, would thrust itself inside her, lubed by the cum currently occupying her mouth. Suddenly, she felt a rather thick tentacle press up against her marehood while two small tentacles pulled her labia apart, leaving her vagina defenseless against the coming onslaught. It held in place, unmoving as it spread her entrance just enough for her to squirm under its power.

Rarity’s lungs burned for air. She knew that if she waited any longer, she’d probably pass out, and fine ladies such as herself do not pass out. So with that thought in mind, she gave in, but she was woefully unprepared for what happened. As soon as she swallowed the first bit of cum, the tentacle in her mouth lunged forward, penetrating her throat. The crowd roared their approval, especially when her throat bulged outwards. The tentacles blocking her nostrils pulled back, letting Rarity struggle to pull air into her lungs.

Right when the tentacle in her throat pulled back for another thrust, the tentacle poised at her pussy’s entrance thrust forward, wriggling and pushing its way all the way inside of her in one thrust. Rarity’s eyes went wide as it filled her very core, pushing her arousal to heights she never knew existed. It seemed, to her at least, that the gratuitous amount of foreplay had put her in such a state that such a simple act could grant her so much pleasure.

Rarity squirmed and futilely tried to stand up, to get into a more comfortable position. Much to her surprise, the tentacle that was coiled around her neck loosened, allowing her to briefly move and stretch her neck before her mouth was getting fucked again. Before she knew it, the tentacle pistoning in and out of her pussy thrust all the way back in and lifted her rump up in the air, just enough for her hind legs to find solid ground. Tentacles wrapped around her hind legs, holding them in place while another tentacle pinned her neck and head to the ground in the classic position.

Another tentacle yanked her cum-filled tail to the side, giving her no mercy as she was fucked senseless by the tentacle. The one in her mouth shot more of its cum inside of her throat then thrust itself back inside in time with the one fucking her pussy. Rarity lay limp under the tentacles that draped themselves across her back, keeping her pinned in place. There was nothing she could do except accept her fate as this beast’s plaything.

As her orgasm started to grow, Rarity felt another smaller tentacle wind its way up her left hind leg then prod her butt hole. Her eyes shot open wide as she felt it prod her puckered hole, for she had never let anypony back there, even herself. Ladies do not mess around with the bits that move waste from the body, so she had never explored herself back there. Hnng... I hope it won’t hurt too terribly... If she could have bit her bottom lip, she would have done so from the anticipation of what was sure to come. In her fully-aroused state, she almost wanted the beast to take her in both holes and ravage her in front of this whole crowd.

The new tentacle pressed its head up against her tight hole then pushed in a bit, stretching her hole for the very first time. It didn’t move in further, like she had expected it too. Instead, it slid back out, squirted a small amount of cum on her hole, then pressed forward again, just a tiny bit further this time. Rarity felt it swell up, making her cringe and clench down on the intruders. It seemed that the tentacles sensed her discomfort, for the tentacle toying with her ass softened, then before she could say the word ‘apples’, it thrust a few inches into her then started pumping her with its seed.

Rarity gasped as the warmth spread throughout her rear. The other tentacles nearly forgotten, all of her focus went to the one playing with her butt. She had never felt anything so glorious before, making her wonder exactly what she was missing out on by not playing with her ass the way a true slut would. Once she started feeling a bit full, the tentacle yanked itself out, letting all the cum in her ass leak out over the tentacle fucking her pussy. Rarity moaned around the tentacle fucking her mouth as she felt the warmth from the cum spread along the tentacle slowly fucking her pussy.

It came in my ass... now its cum is leaking into my pussy... Rarity thought with a hazy mind. The pleasure blossoming from her marehood was nearing the point where it was too much to handle. Her hind legs twitched on their own, and Rarity knew for a fact that if the tentacles weren’t supporting her, she’d have fallen long ago. As the last bit of cum dripped from her ass, the tentacle shoved its way back in, giving her another dose of its cum.

It was only now, as she was becoming hypersensitive in every part of her body, that Rarity began to hear the sound of her own muffled squeals, becoming louder and louder with every passing second of glorious pleasure. The tentacle in her ass ceased to be easy on her now and was pushing deeper in, filling her up completely. As it thrust further into her tight rosebud, her squeals turned into shrieks, all plugged up and garbled by the large phallus pumping in her throat. The feeling of all her holes being completely full, even her tail hole, which no one had ever touched, made her feel so dirty.

And like the dirty slut she was slowly believing to become, she was certainly getting off to the ministrations. The warmth growing in her marehood was quickly coming to its peak and she thought it would drive her mad. The tentacle in her behind quivered mid-thrust and shook. “Mmmph?” she moaned questioningly, as if she didn’t know what was coming. A gushy and warm feeling filled up her bum as that tentacle came deep inside of her with a liberal load. Another came quickly.

The extremity of the thought was like a blow to the head. Its cum is deep inside me. Oh, and there’s so much of it… It was all too much for the mare to take at once. Suddenly, to top it all off, there was a quiver coming from the tentacle, filling every gap in her pussy. And it too came hard. She could feel it, knowing the disgusting seed was going to stay deep inside. And still a lot more leaked out and dripped down her legs onto the ground.

Her cries grew terribly loud now as this finally pushed her over the edge. The ecstatic joy in her pussy built up like a rocket ready to take off. And with every inch of little free movement she had left she wiggled and thrust against the tentacles thrusting in and out still of her well used rear holes. She was panting and groaning and moaning as an icy flame in her pussy ignited and fired the rocket. Her body shook in trembling quakes as the hardest, most intense cum session of her life struck her. Her throaty moans were blocked out from a fountain of cum that issued straight into her stomach from the one pummeling her throat even as her lady juices spewed out of her. The pussy pounding tendril still worked away, despite the intense grip that her rosebush had on it, gripping and milking more and more cum out.

She thought she had blacked out for a moment there, as the pleasure reached its height, and there was no way to distinguish what was fucking where, or which way was up or down. All she felt was the purest form of raw joy, assaulting the pleasure centers of her brain. Even as she came down, her eyes stayed at the top of her head, unfocused and uninterested. Drool pooled from out of her lips and dripped down to mingle in the liberal amount of cum on her chin and on the floor below. Even as conscious thought returned to her, all the tentacles continued a monotonous, slow fucking.

I just let myself be fucked silly by a beast in the middle of a room full of sexually aroused spectators … what have I become? Her thoughts were interrupted as the tentacle in front unleashed another meal of hot, sticky seed into her stomach, which was now very full and starting to show. Tears came to her eyes, stronger than before, and she shook. She cried softly, knowing that none of the spectators cared. I’m just a common slut who can’t get enough of this. Her body racked with sobs, audible and pitiable to anyone with a heart. Here she was, her mane covered in white, dirty seed, and her coat stained and sticky with semen and tentacle slime. Her legs and barrel were sitting in a pool of her own juices and even more of the deepening puddle of sex juices. Now she really was a complete slut.

But she opened her shut eyes quickly, and began furiously thrusting her delicate derriere into the tentacles behind her. Yes, you disgusting beast! she shouted in muffled, unintelligible speech. I’m a filthy no-good slut, who needs a good fucking. I need to be screwed up my bum again. What are you waiting for? She needed more. She needed to be soaked in its cum, to have her pretty, white coat bathed in it and have to swallow everything it made her take, and her beautiful well-kept mane dripping with semen.

Seeming to sense her greatly renewed vigor, the beast gave her exactly what she wanted and started rutting her with considerably more oomph. Every tentacle, big and fat as it was, spread her wide open and pushed as deep inside as it could reasonably go. All she heard were the wet sloshing sounds emanating from her pussy dripping with that ambrosial mix of her own arousal and the gratuitous deal of cum that was leaking out. Her head was pressed down by each push, braced against the sand. Every so often, any one of them would discharge yet another and yet another load into her already well used holes.

If she felt full before, she felt bloated now; but she couldn’t care less. Every thought issuing from the deepest, darkest regions of her twisted mind and every tiny motion from the pounding tentacles made her pussy positively throb with ecstasy. A continual moan was coming from her mouth, punctuated every time the little, tertiary tendrils would tickle her clitoris or caress her sensitive cutie mark. One curled around her horn and started stroking it and making her lose control of the occasional magical burst. Who knew that she had so many naughty spots? Even her horn made her wince and sputter. She thought she would actually cum out of that if that were in any way possible, with the pleasure building up there.

To put the icing on the cake, she sensed the sound of the waving tendrils overhead and a shuttering. Splack! A warm load of cum splattered all over her back. Oh, Dear Celestia, it’s everywhere! she thought, quivering as she felt it drip down her back and onto the floor. The absence of the warm cum sent a shiver down her back, making her yearn for another warm coating. She didn’t have to wait long, for another one fell from above and covered her sumptuous behind and dripped over her cutie mark, making her smile grow. She flinched and almost had a fit when a liberal amount hit her mane and dripped down her face. It’s covering me with cum! she screamed in her mind. That’s it. more. more. MORE! It hung off her nose and chin and lingered there all the while.

The beast obliged her in every possible way. Again, the tentacles in all of her tight, female orifices spewed large gushes in all her holes. Her stomach was begging for a rest, but she couldn’t care less. Her pulsating, pink pussy leaked out almost the whole load, being full, and her lovely tail hole received another fountain, the whole of which it would and did take. And the tentacles above, however many there were spewed again and again, covering every part of her with strand after strand of that glorious warm, white goo that proved to everypony in attendance that she was a slut. All that mattered to her now was cumming again as all the tentacles ramped up in speed, fucking her furiously with ease because of no shortage of lubrication.

Some of the runnier bits dripped over her soft lips, and much of it she felt weighing down her perfect, curled tail. She could taste the salty tangy flavor, lingering in her mouth from the initial dribble that had lubricated her throat, and the fresh taste from new cum through her lips. Her breath was raspy and each one was heated. The sheer amount of cum leaking below rose up to a pool that covered her chin, and much ran down to warm her entire underside. Her eyes merely rolled up and stared as far up as she could, which was only the wall of the arena. The blush in her face had not left. For her, the jeers and cries from the crowd were no longer audible. All that remained was the steady, ‘schlick, schlick, schlick’ of her pussy and the ‘plop, plop, plop,’ of her rear.

The sensory overload, all the chaos of trying to tell what was happening and what she wanted more of was indeed too much for her, so she just let go. The external world was never hers to control; but now, as the tentacles from above ruined her coat, mane, and tail again, she focused on herself, choosing willfully to enjoy it all, rather than whine over the muck. The fire again built in her pussy, a desire that begged for release. And only the harder, more powerful, deeper thrusts from the beast could release it all. She moaned, again, moaned harder, trying to communicate her demand, her need. As always, they obeyed, anything for the cum slut. The tentacle in her stomach loaded her up again; and her marehood throbbed as the flow from her ass ran over her pussy and clitoris again.

The pressure building in her horn, the continuous stroking from the tendril there, became all too much. A fountain of magic shot from her lovely horn, sending dribbles of cum flying along with it, while she wailed extra loud. Did I just have an orgasm out my horn? she asked herself. It wasn’t as strong as the one from before, but it certainly was in the family of an orgasm. And this was only the beginning. She felt the real thing building up, it’s progress jumping every time her clitoris was flicked or another wad of cum sprayed on the rim of her plugged butt hole.

“Mmmph, mmmph, mmmph,” was her continuous begging plea for more of everything as she neared the peak of joy. Lightning was added to the mix this time, with fire and ice as she ramped up, whenever a tentacle from above dared to point down and cum directly onto her face. All of the thrusting appendages shoved themselves all the way in to the end of her limits and came again all at once. And this for her was the last straw. They called her orgasm up from the depths of her being, out of that same, slutty, naughty place which banished all and any care for her being a lady’s lady. With all eyes on her, she began a torrent of loud, mare-ish and sexy squeals, as she bumped her behind back against the tendrils.

It came before she could ask. A force like thunder, firing out of her pussy, a quake strengthened by every tentacle that assaulted each of her holes. Her tail, even weighed down by a ton of cum, went stiff along with every part of her body as she screamed her lungs out, a scream that could be heard loud over the tendril in her throat. Her legs were ramrod stiff as every single nanometer of her body was wrapped in ecstasy and cum. And it seemed to last forever, not ending and in fact intensifying by more thrusts and more loads of hot, seed inside and out.

Finally, she let go, completely giving all power she had to stay up to the beast, which was holding her from falling. She could feel everything in her post-orgasmic state. Each individual strand of seed as it had fell upon her. Every drop falling, leftover from those above. She was spent entirely. Her belly bulged, distended as though she were ready to give birth. Her holes would be sore for weeks, but she didn’t care. The beast seemed to be finally finished too, as she was. It pulled out of her, leaving her panting with her ability to speak and to sound with her lovely voice renewed. Her tongue hung outside her mouth. She was so full and so contented. She felt like she wanted to lay here all the while.

“You sure do know how to treat a lady, you ruffian,” she said to the beast quietly. And in response, she felt a tentacle pat her on the shoulder, reminding her that all she had claimed about herself did not make her any less of a mare. Gently, tentacles wrapped around her waist and chest and raised her up until her hooves touched the ground. Knowing that it was time to leave, Rarity tried to stand. It took a few tries before her shaking hooves managed to get footing, but eventually, the strong-willed Rarity was able to discipline her body and make it her slave.

As she slowly walked towards the lift that would bring her back to her friends, she regained consciousness in this real world, as if all that had been a dream and now she was just waking up. Through all that had happened she was always the one making demands, even when it seemed the choice was taken from her: captured, but not surrendering; humiliated, but not embarrassed. She awoke as a true lady, who kept her promise, and as a slut, who made her own way to keep it. As a drop of semen fell from one of the locks of her ruined mane, she laughed, knowing that it had been all too real and all too worth the effort.

Fluttershy

Author's Note

Hey guys, Distorted Flare here. Hope you all enjoyed this chapter and enjoyed reading it as much as I did writing it. Hope you all liked the story and I look forward to doing more collabs with The Abyss in the future.

Fluttershy

Twilight and the rest of her friends stared at the lift as it rose upwards, carrying the still form of their friend. From the sounds of her rapid, heated moans, it sounded like she had gone through quite a pleasant ordeal. Seconds later, it finally ground to a halt, revealing Rarity’s cum-drenched body. Her chest was heaving up and down as she struggled to draw breath, and her once-beautiful mane hung limply from her head, coated with thick strands of cum that dripped from her used and abused holes.

“Rarity!” Fluttershy said as she limped forward, her pussy damp with arousal from the spectacle that her friend had just put on. She and Rainbow trotted up to Rarity and gently slung one of her forelegs over their backs, then pulled her off of the platform and over to a couch.

Rarity gave a small snort, making a bubble of tentacle cum pop that had been lingering on the tip of her muzzle. She licked her lips and swallowed what she could, then wearily looked up at her friends. “Best... night... ever!” she panted, looking at each of them in turn. “I never thought a mare could cum so... so hard! As soon as I came the first time, I thought it was done with me, but no; it just keep fucking me!” Rarity placed a hoof on her swollen stomach and pressed down, letting out an unintentional moan as she pushed a torrent of cum from her.

Fluttershy slowly zoned out as she stared at the no small amount of cum that flowed from Rarity’s holes. She knew that it wasn’t really proper to look at another pony’s privates, but being proper had been thrown out of the window as soon as they stepped inside the tent. As her two friends used a few towels to help clean Rarity up a bit, Fluttershy walked around so that she could get a good look at Rarity’s privates. She felt so naughty, but she just had to know.

Fluttershy glanced up and made sure that nopony was focusing on her, and when she was sure that she was in the clear, she let her eyes drift downwards to Rarity’s flank. Her eyes widened and her breath quickened as she finally laid her eyes on her prize. Her friend’s butt cheeks were stained with the beast’s cum, and her precious tail was mangled so much that it stood up in places. Rarity’s pussy had been fucked so hard that it was still gaping, although not as much as her asshole was. Cum was constantly trickling from both holes, and it looked like Rarity barely seemed to notice as she droned on and on about how glorious it felt to be taken and fucked like she was nothing more than the creature’s plaything.

Fluttershy felt a couple small trails of arousal slip down her inner thighs as she stared at Rarity’s glistening sex. Her wings started to twitch on their own, making her struggle to keep them down. She heard the beast behind them gurgling in approval. Its tentacles thrashed about, seeking its next victim as it tried to snag a pony in the stands, although it fell short every time. Around the arena, ponies roared and cheered their approval of the last round, their hooves creating a thundering chorus.

Her heart racing with anticipation for what was to come next, Fluttershy knew that the crowd would be cheering her on in the next few minutes or so. She knew that any minute she would enter the pit and be at the mercy of the insatiable, lustful beast. She also knew that her only chance would be to try and charm the beast like she always did when one of her little woodland critters stepped out of line. Since magic and flying wasn’t allowed in the arena, she would have to rely on what little strength and dexterity she had. She figured that while everypony had yelled and hit the creature, maybe that had been their undoing.

As she stepped away from her friends and towards the ramp leading into the pit, she figured that kindness would be the beast’s undoing. After taking a deep breath, Fluttershy stepped onto the ramp. She felt her stomach do a flip as the ramp started to slowly descend, controlled by the announcer’s magic. The beast's vicious and squirming form seemed to calm as the ramp neared the bottom of the pit, and as it finally reached the bottom, two unicorn handlers restrained the beast, forcing its body to the ground.

Her hooves shaking and her ears splayed against her head, Fluttershy nervously approached, taking care to avoid the larger puddles of cum and other bodily fluids. There was cum everywhere; each step just caked more of the sticky stuff on her hooves. She turned her head looking at her friends pitifully as they cheered her on. Her messy friends were a good reminder of what would happen if she messed up.

With a small ‘eep’, one of the handlers gently picked her up in their magical grasp and placed her on the large tentacle that they had secured for her. It felt smooth to the touch as it gently bucked beneath her, responding to her touch. She gently ran her hoof along the side, trying to send across a message that she was friendly and didn’t want to hurt it.

The dull roar of the crowd and the muffled voice of the announcer was all but drowned out by the sound of her pounding heart. Each breath she took in was shaky at best; it felt like she couldn’t get enough oxygen into her lungs. Her gaze was locked on the tentacle that she sat on, and she couldn’t help but let her mind drift to what might happen if she fell off. The sight of Rarity’s cum-drenched ass sent a shiver down her spine, making her leak some of her fluids onto the already-slick tentacle.

Oh no! she thought in a panic as she felt things get really slippery down there. A small moan escaped her mouth as she kept grinding against the tentacle; she couldn’t stop herself, it just felt too good.

“Five!” she heard the announcer yell, making her head snap up. “Four!” Fluttershy’s head whipped around as she stared at her friends. “Three... Two!” She wrapped her forelegs as tightly as she could around the tentacle she sat on, pinning her tail down to try and preserve what little dignity she had left. “One!” Everything turned into slow motion as the handlers’ magic disappeared from the tentacle, and as soon as the creature felt it was free, it let loose a loud roar.

The beast went wild not a moment later, making Fluttershy meep as she hung on for dear life. The tentacles thrashed around, nearly knocking her off as Fluttershy made the effort to make her body as small as possible. The beast violently threw its body back and forth, twisting and turning as it tried to remove the terrified pegasus. Her hooves were already shaking, straining to hold onto the enraged beast.

“Why are you fighting me? I just want to help you!” Fluttershy said, feeling herself tip over to the right as the tentacle bucked and swung through the air. Sweat trickled down Fluttershy’s brow, making her eyes sting. The crowd was going wild, some shouting for her to hold on whilst others cried out for her to slip and fall off.

The beast’s struggles made Fluttershy slide back and forth, making her give a heated whimper as her pussy slid along the creature’s ribbed form. Biting her tongue, Fluttershy struggled to keep her wings shut. Each small movement sent a tingling sensation through her moist sex as a small voice in the back of her head made her think about letting go and allowing the beast to claim her as its own and have its way with her.

Lost in the small daydream, Fluttershy yelped as she felt the tentacle flex, bending away from her stomach. She looked down just in time to see another tentacle slip through the small gap, and her eyes widened in shock as she realized what was happening. Not a moment later, the new tentacle wrapped itself around her midsection, pinning her wings to her side as it ripped her away. The sticky tendril matted her stomach as it held her up to its larger one. Around her the other tentacles started to move in, just like sharks would with blood. They crept closer, one lightly tickling the sole of her hoof, making her shiver.

Spiraling around her leg, the tentacle closed in on her soaked cunt. Another mimicked the first one as it wrapped around her other leg, making her gasp.

“Now you just hold on a minute there mister,” Fluttershy barked, making the beast pause. It cocked its head much like a dog and stilled its tentacles. “Now I know that this is what you do and it’s your job but what you are doing is wrong,” Fluttershy lectured. She widened her eyes and used her special ability, the stare.

“Ah can’t believe it! Does she really think she can talk that thing down?” Applejack asked as she watched on in heated interest.

“Knowing Fluttershy this could go either way,” Twilight responded. Below the beast seemed to consider the mare’s words, its head swaying side to side gently as Fluttershy gave a warm smile.

“I know you are not a horrible monster and I know you are just doing what you are told but there are far better things than doing what you are doing,” Fluttershy continued, her words gaining strength. It seemed to her that her plan was working. The timer on the clock said that she had only twenty more seconds to go, giving her the confidence she needed. The beast’s grip on her loosened as it started to lower her to the ground. Gasps rose from the crowd, making Fluttershy grin in victory. Her hooves lightly touching the ground, the mare yelped as the beast forced her front half down, making her her rear stick up as she looked up at the beast in shock.

Cheers rang out as ponies started to chant. Fluttershy gritted her teeth as she tried to shake the creature’s grip off of her. Slowly the words from the crowd started to filter through her clouded and panicked mind.

“Rape, rape, rape!” The shouts only made Fluttershy all the more flustered and desperate. The tentacles lightly brushed against her inner thighs, sending a wave of excitement though the turned-on mare as her tail almost involuntary moved aside revealing her bits to the beast. Drool trickled from the beast’s mouth as it hungrily watched the small pegasus grow more excited. Fluttershy shuddered as she felt something prod her from behind. The tentacles excitedly rubbed against Fluttershy’s bits, their nubbed tips parting her lips as she moaned.

The sound of her friends and the crowd were drowned out as the mare waited in baited breath for the beast to make the next move. A wet pop followed by a sharp pain was the only warning the mare received as she cried out. Her ass clenched down in response to the pain as the beast, unperturbed, forced more and more of its length into her tight ass.

Fluttershy struggled, arching her back and bucking her legs as the tentacle started fucking her. It pumped small amounts of cum into her every few seconds, making her rear passage slick. She felt the pain subside from the rough entry as her hole relaxed a bit, and as the pain slowly turned to pleasure, she found herself instinctually bucking back into each thrust. Before she knew it, two tentacles wrapped around her hind legs and yanked them apart. She tried to keep her tail lowered in a vain effort to keep some small amount of dignity, but the beast had another idea.

A thick tentacle coiled around her tail and pulled her into the air, the tentacle in her ass still pumping away. Fluttershy yelped in surprise as she hung in the tentacles’ grasp. The base of her tail burned with pain, especially when the tentacle fully seated itself inside her. Suddenly, another tentacle wrapped itself around her lower stomach, right in front of where her hind legs met her body. It coiled itself around her a couple of times, supporting her weight just enough so that the pain at the base of her tail faded away.

The tentacle fucking her in the ass gave her no reprieve throughout that process, and before she could wonder what the beast had in store for her, she felt a new tentacle, this one a little bit thicker than her hoof poke her lower lips. Her eyes shot open wide as she felt the sheer size of it. She tried to look back over her right shoulder, but her head was forced to look back down at the ground by another tentacle.

The tentacle squirmed at her pussy’s entrance, trying to find a way inside her moist opening. She felt her labia spread, then felt the tentacle align itself with her opening. Fluttershy gasped a moment later, for the tentacle started pumping her slit with its cum. With each shot, she felt her pussy expand from the sheer volume of it, warming her insides comfortably. A little bit leaked out of her and dripped down her lower stomach, sliding all the way down her belly, each new spurt adding more and more to its mass.

Fluttershy whimpered as she felt the beast’s cum grace her lips. She kept them locked shut, thinking that she’d be alright, but she was wrong. The cum found its way into both of her nostrils, cutting off her air supply. She opened her mouth and coughed, trying to clear her airways. In her efforts to do so, however, she couldn’t help but let some of the cum slip into her mouth. She licked her lips and swallowed, and though she had wanted to grimace at the taste, she found it to be quite pleasant. Her stomach warmed as she swallowed what she could.

A moment later, she felt her entrance stretch wider than ever before. She tried to get another look at her pussy, but the tentacle from before prohibited her from doing so. Fluttershy clenched down as hard as she could, thinking that she could keep the new one from penetrating her delicate flower. She kept the pressure up for as long as she could, but the tentacle fucking her ass slowly but surely wore down her defenses until her muscles burned, screaming for her to relax. Fluttershy didn’t want to, but she knew that she had no choice.

The moment that she relaxed, the thick tentacle forced its tip inside of her a few inches, forcing several droplets of tentacle cum from her pussy. Fluttershy’s mind went blank as pleasure forced all rational thought away. The tentacle in her pussy squirted another burst of its warm cum inside of her, then pushed itself inside until it was seated inside of her. It gave her a few moments of reprieve, then the smooth and slick appendage pulled back, nearly all the way out. Like before, it gave her a few seconds to gather her senses before it rammed back inside her, stretching her like nothing before. The two tentacles at her rear kept a steady rhythm as her tongue lolled out the side of her mouth. Each thrust gained a moan from Fluttershy, each one getting progressively louder with each push.

Fluttershy whimpered as she felt another tentacle slide across her stomach, moving towards her head, matting her fur with its fluids. A moment later, the tentacle shot forward and pushed itself passed her lips. It all happened so fast that Fluttershy had no idea what to do. Sliding down her throat, Fluttershy gagged at the sensation, trying to spit the invading member out. This only made it burrow deeper down her throat. Each tentacle fucked her with increasing vigor, and she could have sworn she felt the one in her pussy swell up a bit. Fluttershy’s limbs dangled uselessly in mid air, the tentacles keeping her body afloat as they fucked her in every orifice.

Before she knew what was happening, the tentacles holding her flipped her over so that her stomach was facing the ceiling. They kept her head held back so that her throat was a straight passage with her mouth, then pinned her fore legs to her chest. As Fluttershy felt some of the tentacle cum drip from her abused slit, the tentacle in her pussy sped up, pushing her near the edge. After several thrusts, it finally hilted inside of her, its tip pressed against the opening to her womb.

Fluttershy squirmed in the tentacles’ embrace. Suddenly, she felt the tentacle hilted in her pussy expand and contract over and over. The tentacle fucking her mouth slowed, then pulled itself out and pushed her head up so she could see what was happening. Her vision was a bit blurry, so after blinking her eyes a few times, she was finally able to focus on her pussy.

Fluttershy gasped, more from the feeling of the tentacle pushing something into her womb than from what she saw. Now, that’s not to say that what she saw was any less surprising, it was just that the feeling of having the opening to her womb stretched open was a little bit more important at the moment. From what she could ascertain, the tentacle lodged deep in her pussy was pumping her full of its eggs.

The tentacle that had been fucking her mouth loosely coiled around her neck then slipped back inside of her mouth. She let it in without a fight and even helped it down her throat by swallowing it. Fluttershy couldn’t help but let a moan slip from her lips as she felt the tentacle cum inside of her throat, pumping her stomach full of its warm seed. The more it pumped inside of her, the more she felt relaxed, growing more oblivious to the fact that she was being impregnated by the creature with each passing second.

Instinct told her to try to escape, but the pleasure crashing upon her mind said otherwise. Her limbs weak with fatigue remained unresponsive. Her stomach felt a little sore, but she didn’t mind that much. She looked like she was already six months pregnant with some stallion’s foal, her belly increasing in size more and more as the beast continued to pump more eggs into her womb.

“Oh... please don’t stop,” Fluttershy whimpered, futilely trying to fight back as the beast busied itself with her ass slamming into her. She felt herself grow wetter at the thought of being powerless, pushing herself really close to the edge. Fluttershy usually got off to such thoughts back home, and now that she was being forced to perform in front of a crowd, one that included her friends, she felt herself teeter on the edge of release. The beast’s libedo seemed infinite, making Fluttershy fear that she would pass out from sheer amount of pleasure, pain, and exhaustion. She didn’t want to pass out though, for she knew that if she did, she wouldn’t get to experience the orgasm of a lifetime.

With a final grunt, the beast came, showering Fluttershy with its cum. She closed her eyes and scrunched up her nose as she felt strands of the beast’s seed run down her body. Just the feeling of the warm cum shooting all over her was the last piece of the puzzle for Fluttershy. Her body seized up and her pussy clenched down so hard on the tentacle pushing eggs into her that it made it cease the flow. She thrashed about, nearly biting the tentacle fucking her throat. The sensation of her stomach expanding from both the cum being pumped into it plus the way her womb was expanding to accept the eggs was so hot to her, pushing her orgasm to heights never before experienced. But, then again, she was only used to her hoof and a couple of toys, so that wasn’t really saying much.

A gurgled whimper was all the mare could muster as she slowly came down from cloud nine. The tentacles slowly retracted from her, leaving her a dripping mess of sweat and sexual fluids. She was gently lowered onto the lift, and as soon as her hooves met the slippery surface, she collapsed. Her stomach was painfully bloated, each rise and fall of her chest brought a fresh bout of pain to her as fluids gushed from her privates and her mouth. It had been a rather fun and exciting experience, but the beast had left her drained and exhausted. The gentle sway of the lift and the dull roar of the crowd were all she was able to register as she coughed, spraying the floor of the lift with the beast’s seed.

Suddenly, she heard a scream from below, making her lift her head as she wondered what the commotion was all about. After wiping her eyes free of cum, Fluttershy saw the tentacle creature sway around viciously, one of the unicorn handlers in its grasp. She smiled as she knew the creature wanted nothing more than to make her feel as good as she was right now. As the lift neared the halfway point, she saw another handler, this one a male, try to use his magic to free the mare, but it was all useless. His magical strikes did nothing against the creature, and he could only watch as multiple slithering tentacles went to work his coworker. The mare’s screams for help quickly turned to moans of lustful need, making Fluttershy feel content inside.

As the lift neared the top, Fluttershy sluggishly got to her knees. The beast had left her legs shaking, taking a lot of effort to even kneel as she let out a grunt of pain. Slowly she rose to her hooves. Her friends rushed over as the lift reached the top. A sharp click rang out as the door was lowered. Fluttershy gave a pained, weak smile as her friends fussed over her, checking for any injuries. Unlike the other five the beast had been far more aggressive with her and had not shown restraint.

“Are you okay, darling?” Rarity questioned, poking her swollen belly with her hoof. Fluttershy gave a drowsy nod, thoroughly exhausted from the intense fucking. Her coat still soaked through with the creature’s sperm, her friends embraced her in a group hug not caring about the mess as they laughed.

It had been a bit unpleasant near the end, but Fluttershy would never deny that that had been the best fucking she had ever had. The beast had brought her to the best orgasm than she could remember ever having in her life, and even though she regretted that the beast hadn’t brought her to more orgasms like it had done with her friends, she knew that it left her with a very special gift: its offspring. Fluttershy had no idea when she would give birth to the eggs, but she knew that when they hatched, she’d have the time of her life.