Mending Red Flags

by EpicGamer10075

Rating: mature
Tags: Sex, Profanity, My Little Pony: Friendship is Magic, Sweetie Belle, Anthro, Porn, Apple Bloom, Gilda, Scootaloo
Length: 12133

Sweetie Belle and Apple Bloom try to find Gilda so she can repair her friendship with Rainbow Dash, but the Gryphon easily pulls them away from that idea and sets them on a new course that they may enjoy far more...

Most creatures in Ponyville knew Gilda as, quite frankly, a dick. The one time she was there was enough to sour most on the idea of talking to her ever again, even including the mare she used to be friends with.

However, Apple Bloom and Sweetie Belle sought to rectify things and possibly bring her back to mend her relationship with her friend, but Gilda has a far better idea, and that's to fuck them so hard they can't even think any more.

After that, it’s left to Scootaloo to try and pick up the pieces, but with a sexual reputation to protect and an alpha stud fucking her friends, she doesn’t stand much of a chance.

Cover Art: 2793170 on Derpibooru

A Gilda x Sweetie Belle, Apple Bloom, and Scootaloo clopfic, commissioned by anonymous

Sweetie Belle, Apple Bloom, and Scootaloo are 18 in this fic

Kinks:

Futa

Rough Sex

Voyeurism

Masturbation

Somewhat Excessive Cum

Possible Pregnancy

Published 2023-11-09 03:00:00 UTC
Last updated 2023-12-04 04:25:11 UTC

Hot and Wet

Wandering through a forest was never the most fun thing, as Apple Bloom could certainly attest to. While the forest she lived near had a very peculiar and particular reputation due to literally being cursed, the idea of getting lost in a densely-packed area of trees at all was never really appealing, especially with the creature she was trying to find having some violent tendencies of her own.

Sweetie Belle clearly wasn’t too fond of it either, but that was mostly due to all the mud they had to trudge through and the many tree branches in their way.

“Egh,” The Unicorn grimaced in annoyance as she dodged her way past another low-hanging branch visible in the light that filtered down through the treetops, the damp leaves having already left some marks on her light pink shirt. “Did you really have to drag me along with this, Bloom?”

“Ah ain’t the biggest fan of this either, Sweetie,” The other Pony called back from just ahead, not all too bothered by the mud on her boots and her already dirty jean shorts and green flannel shirt. Her won attention was still focused on the vague path through the trees in front of her, as she added, “But ya know Dash and Scoots wouldn’t be out here, and the rest of the gals don’t think the best of her either...”

“Yeah, yeah, I know,” Sweetie muttered with a roll of her eyes, “But we barely know much about Gilda in the first place; do you really think we can get anywhere with her?”

Apple Bloom sighed and turned her head to look at her friend, replying hopefully, “Well, we gotta try, and Ah ain’t waitin’ now that we actually know where she is.”

Sighing in return in a much less optimistic manner, Sweetie at least assented that she wasn’t talking her stubborn friend out of this mission, letting Bloom look back ahead of her and lead her through the forest. They had already been hiking through the place for quite some time, and didn’t have any idea where that Gryphon was beyond ‘inside the forest’, so there was no telling how long they had yet to go.

Fortunately, Bloom did manage to spot a clearing the forest not too far ahead, so she kept on going with her friend lethargically following behind. It still took multiple more minutes before they finally got close enough to the clearing to see what was within, and to their surprise, it was a large pond!

“Oh,” Sweetie breathlessly gasped out at the view of the expanse of crystal blue water reflecting the free light of the Sun high above, its surface mostly calm but for the faintest of breezes that passed by and some ripples coming from--

“There she is,” Bloom called out as she stopped at the edge of the clearing, pointing at their target for which they’ve come so long; Gilda the Gryphon sitting waist-deep and leaning back against the edge of the pond, seeming rather relaxed and quiet, which was a far cry from how the two Ponies remembered the creature. There was just one thing...

“Is she naked?” Sweetie Belle asked in curiosity and embarrassment, glancing over to her friend as she stood next to her.

Apple Bloom had to look for a bit longer at the Gryphon, and then nodded with embarrassment and uncertainty clear on her own face.

Both of them taking heavy pause from the unexpected development, the Unicorn glanced between the two other creatures for a couple seconds, and then figured, “Well, she’s probably trying to bathe or relax, so...” Turning her gaze fully to Bloom, and getting a look back, she asked, “Do you really want to interrupt her now?”

Taking a moment before responding, Bloom eventually sighed and looked down, muttering out, “Nah, Ah don’t, but...” Turning her head back up to focus on Gilda, she gave, “She can fly, and Ah still don’t wanna lose her now...”

The two ponies still hesitated, looking between each other and their target, who was still blissfully unaware of her viewers, but the Earth Pony finally just shook her head in assenting annoyance and waved for her friend to follow as she headed off towards the Gryphon. Both of them took their steps slowly and carefully as they approached, their steps at a controlled pace and volume as they felt their heart rates pick up, partially with the danger they may have been getting closer to, but also as they slowly got a better and better view of the other creature’s tantalizing body.

While the water obscured the view of Gilda’s bottom half, it also was dampening the rest of her, making the feathers on her head droop across her face while her fur was matted down and accentuated each curve of her thick and firm body, her back partially covered by her large and powerful wings that rested half-folded against it. Her build was wide, with broad shoulders and a thick waist, the latter holding a set of well-defined abs and the former leading down to large and powerful arms that were draped across the edge of the grass, seeming rather relaxed despite their bulging muscles making her whole appearance seem rather barbaric. Not that such a trait was untrue, but it was still an interesting contrast that threw the ponies watching her off.

“Sweetie?” Apple Bloom called back as she noticed her friend’s breathing get a lot louder, and looked back to see the Unicorn’s crimson-faced and wide-eyed gaze firmly fixed onto the Gryphon still a ways away from them, her breaths hot and heavy while she didn’t respond to the other girl’s call. “Sweetie!” Bloom tried again, and managed to snap her friend out of her lust to look back up at the Earth Pony’s face.

“Lissen,” Bloom begun, glancing back over to make sure Gilda hadn’t noticed them before looking back, and resuming with a bit of a blush, “Ah know she’s pretty nice to look at, but we gotta focus here. Jus’.. try keepin’ your attention on her face and not the rest of her, yeah?”

Swiftly nodding in response, Sweetie closed her eyes and took a deep breath, reminding herself why they were there in the first place, and opened her eyes back up to look over at the Gryphon. “Right, right. It just caught me off guard is all.”

“Gotcha. Let’s just make sure we ain’t gonna lose focus, and head over before she notices us.”

“You know I can hear you two dweebs over there, right?!”

Both Bloom and Sweetie’s faces froze in surprise and embarrassment as they heard the Gryphon shout over at them from where she still sat, the ponies taking multiple seconds to slowly look over at Gilda, where they saw her looking back at them with an annoyed, yet partially amused expression. “I was just trying to chill before I heard you idiots wander in and talk about whatever bullshit you were doing,” She added in her deadpan tone.

Sucking in a breath through her nose, Apple Bloom’s somewhat flustered face had some difficulty remaining looking at the Gryphon as she replied, “S-sorry ‘bout that. We weren’t tryin’ to disturb you.”

Gilda scoffed and rolled her eyes, shooting back, “Yeah, sure you fuckin’ weren’t. I know you two are horny-ass teens, but heading off to another city just to jack off to a bitch that you saw, like, once, is still pretty fucking hard to believe.”

Bloom lowered her head in shame and assenting annoyance, and Sweetie was starting to blush out of more than lust, but Gilda just sighed in irritation and begrudgingly called over, “Well, if you dweebs came all this way to talk, then you better at least fucking talk.”

Looking between each other for a moment, the ponies then trodded over to where the Gryphon still rested, both of them struggling to keep their eyes on her as they came closer, but eventually managed to keep them firmly on her face as they stopped a couple paces away and next to the pond.

“Alright,” Apple Bloom started, and cleared her throat uncertainly, “Ah’ll start by sayin’ we want to talk about what happened with ya back in Ponyville.”

Gilda scoffed and rolled her eyes, but didn’t seemed surprised in the slightest as she muttered in response, “‘Course that’s what it is.” Folding her arms before her and glaring at the intruders, she nearly spat out, “Lemme guess, you idiots want me to go back there and ‘apologize’ for how much of a bitch I was being, screaming at those morons for getting in my face, thrashing their stupid and disgustingly ugly parties, and ruining Dashie’s ‘pwecious widdle feewings’.” She added heavy air quotes with her talons before setting her arms back behind her and scoffing again, shooting back, “Yeah, that ain’t fucking happening. Get lost before I decide to thrash you too, dweebs.”

Bloom bit her lip in further indecision as the Gryphon looked away, clearly wanting to get back to her relaxing at that point, but the Earth Pony took a glance over at Sweetie, who had a more sympathetic expression on her face.

“Dash is hurt by what you did to her, though...” The Unicorn begun slowly, her voice a bit quieter more filled with emotion, “And one of friends hate you for that as well. But some of them are worried about you, too.” Watching Gilda’s claws clench onto the grass she was laying against, the ponies glanced between each other again before hesitating again as they noticed her arm muscles bulging with that tension, and then Sweetie could continue, “Nopony was trying to be rude to you back then, but we didn’t understand how you felt about everything, and Pinkie always gets very carried away with her parties.

“So,” She continued carefully, keeping her eyes on Gilda’s body to ~~feast her eyes~~ keep track of her emotions, “Yes, we do think you should at least try to make amends with everypony back in Ponyville, so that way both Rainbow Dash and you can be happy.”

Gilda didn’t react much to that statement at first, just ~~flexing~~ tensing her muscles a bit more and seeming to process it, but then she turned her head to look back and up to the ponies’ faces and watched them for a couple seconds, then gave a smirk as she spoke, “Y’know, there’s something you can do right now that will make me happy.”

Swiftly turning around and pulling a leg up out of the water and having her drenched paw splat onto the edge of the grass, then heaving the rest of her body up and fully standing out of the water to reveal the rest of her deliciously muscular body, with huge and firm hips, stupidly thick and beefy legs, strong and oddly enticing paws, as well as a long and fierce tail, but there was one thing that stood out more than any...

“And that’s to suck my fat cock.” Gilda stated with a firm and powerful voice as she stood tall above the teenage ponies quivering before her, the stated cock between her legs being quite the sight; the stark red and knotted piece of meat that was sheathed in her brown fur coat with a pair of hefty balls the size of apples hung between her thighs, the shaft reaching most of the way down to her knees despite only being flaccid, but that was quickly changing as the Gryphon’s golden eyes traced up and down the lustful teens in front of her, slowly raising up and growing more rigid as it only got bigger and longer and thicker, until it finally stood tall and proud at half a meter in length, heat and musk pouring off it into the open air where its viewers couldn’t help but be transfixed by it.

The sight and smell alone were enough to draw the ponies down onto their knees, Sweetie getting closer than her friend as she couldn’t help but wonder what that huge breeding stick would feel and taste like as well...

“Except...” Gilda cut their thoughts off by starting with a very wicked, knowing grin, “You dweebs are clearly virgins, so I doubt you can actually take my girth.”

“H-hey!” Sweetie Belle retorted, sounding legitimately offended as she looked up at the Gryphon, “I’ve already had sex with multiple coltfriends!”

Gilda looked at her a bit weird in response, rather amused at something, and Apple Bloom snapped out of her own thoughts to look at her friend with surprise and some light disgust on her face. However, neither of them got the chance to say anything before Sweetie got even closer to the huge dick currently at her eye level, reaching her hands out to touch it as she said stubbornly, “So d-don’t doubt me! E-even with your, g-giant fucking.. cock...”

Gulping as she finally grasped ahold of Gilda’s pride and finally feeling just how hot and huge it was, a single hand of hers unable to wrap around its entire girth as it nearly burned into her fur, the musk coming off of it was now it full force that flooded into her nostrils and completely shut her mind to anything but that magnificent pillar of meat that was throbbing in her hands.

Sweetie soon found her maw opening up to try and take that huge thing inside, quickly planting her lips around the pointed tip and immediately moaning at its incredible taste, with the pervasive heat suffusing through her mouth and the sweaty, musky flesh pressing against her tongue and letting its strong taste of salt, sex, and cock surge through her senses. Of course, she couldn’t possibly stop there, and so slid her hands further back on Gilda’s massive monolith to wrap around her fatter, thicker, and hotter knot while she pushed her maw forward, getting more and more of that indescribably tasty cock stuffed inside, and really started to fill up her mouth with its size.

She did soon find resistance, but quickly pushed through it, using her limited experience to damp down her gag reflex and let that cock get further and further into her maw, now starting to make its way into her throat. Any real sense of pain or discomfort she felt was completely eclipsed by the pleasure that saturated her mind, letting her neck start to bulge out with the cock that shoved deeper into her throat, but her experience could only get her so far, and she started to gag and choke on it, but could manage to see that there was not even half of it inside her!

Still, Sweetie didn’t let that stop her, and after a second of letting herself rest as best she could with the cock shoved down into her throat, she started to pull back out. Her throat was able to relax as the thing prying it open was slowly evicted, and while it was only pulled back out just far enough that the tip remained just outside, it was enough to let her breath properly again, heaving hot and loud bouts of air through her nostrils for several seconds before she finally went back down.

“Wow, you kinda suck at this, huh?” Gilda suddenly spoke, somewhat amused, though also quiet clearly bored with the poor excuse for deepthroating. There wasn’t any response from the Unicorn trying to impale herself on her huge cock, though, so as Sweetie kept pushing her maw further and further to try and get more of that massive thing inside of her than her previous attempt, Gilda grabbed ahold of her mane with a claw and.. ‘helped her along’, so to speak.

Sweetie gagged harder on the Gryphon’s dick as she felt her head getting shoved forward beyond her control, more and more and more of that huge, thick rod getting stuffed down her throat. She quickly started gagging and coughing repeatedly, her throat constricting and clenching onto it, only furthering Gilda’s lust and getting the mare’s face shoved further down onto that cock.

Unfortunately though, there was only so far she could go without air, and her body’s reflexes trying to eject the thing clogging her throat was only making Sweetie lose her air faster, so soon her eyes started flittering and her body’s movements became more sluggish, her senses dimming as the feeling of unconsciousness started to fall upon her...

...Only for all of that to get swiftly destroyed when that cock got yanked out of her maw, her throat clearing up and forcing her to fall over nearly onto her face as she coughed and sucked in as much air as she could, the suddenly sharp amount of pain in her throat already having made tears start to trickle out of her eyes, and they along with her spit splattered across the grass below her.

“Are...” Apple Bloom started, abruptly finding her voice again as she looked with worry at her exhausted and pained friend, “Are ya alright, Sweetie?”

Sweetie still didn’t respond, too busy coughing and being in pain to even register that someone was speaking to her, but Gilda was still standing next to the pony and decided to answer in her place, “Don’t bother; she’s already too mind-fucked to hear you, and that’s without me railing her pussy through yet.” Getting the Earth Pony to look up at her with a clear desire for objection, but she didn’t even let her get the chance to think about what to say before retorting, “And you don’t get to complain about that, perv.”

Bloom still didn’t chance to think about what that meant before Gilda pointed down to her crotch, and she was shocked to find that one of her hands had found its way down under her shorts and shlicking away at her pussy. Now made suddenly aware of her lust, she was also brought to awareness about her other hand reaching under her shirt to grope at one of her full breasts as well as the heat that flooded through her body, swiftly prompting a moan out of her mouth as she nearly fell backward onto the grass.

Gilda laughed as the Pony tried to get a hold of herself, and looked back down to Sweetie Belle, who while mostly done coughing up her lungs, was still clearly exhausted and may have wanted to take a nap to recover. However, as she was finally able to register the laughing and look up at the smug and hung Gryphon above her, that exhaustion went out the window and was replaced by her burning lust once more.

“Well, if the little slut down here’s so eager for more...” Gilda said as she grinned at the mare below who already seemed like she wanted to gag on her huge cock again, even if there was definitely a better spot for it, one that the Gryphon was very keen towards as she reached down and grabbed ahold of the girl, continuing with, “Then I might as well oblige!”

Sweetie gasped in shock as she found herself hoisted up by a single one of the Gryphon’s powerful arms, but that was just before the other arm slashed across her, the sharp talons of her claw slicing open and tearing off the Unicorn’s clothing, tossing them haphazardly to the side and making her gasp again in embarrassment as she tried to cover her petite form. It was barely a moment before she got tossed to the edge of the pond, her upper body landing face-down on the grass while her legs impacted and fell below the surface, splashing some water up and onto Gilda’s legs just before the Gryphon hopped in behind her.

“It can be pretty cute how pathetic and fragile you Ponies can be,” Gilda called out while she grasped ahold of Sweetie’s pert little butt cheeks, and planted her huge cock in between them so she could rub back and forth to really show off how fucking massive she was, that immense, throbbing heat weighing down on the mare’s back and making her shudder in both terror and excitement. “Sometimes though,” The hung creature added as she brought her cock back off Sweetie’s back, already having left a musky and sweaty mark on her, “I really just want a dweeb I can actually fuck.”

And with that, she reared her cock back until it was right before the little Unicorn’s pussy, and rammed it inside.

“NNNGGAAAAAAAAHH!!” Sweetie Belle screamed out as she felt more than half that gigantic cock got thrust deep into her snatch, shattering any pretense about remaining just within her vaginal tunnel and immediately running up against the entrance to her womb. She felt so, so full right off the bat, and her senses were completely overwhelmed by that monolithic meat pillar alone that her face swiftly planted into the grass while her mouth hung open, drooling openly with no regard for her shameful appearance.

Apple Bloom was also in a losing battle against her own lust, as a sense of almost morbid curiosity got the better of her, forcing her to shuffle over to the side of the action to get a better view of just how hard Gilda was going into her friend, but that this point, she had hardly started and it was mainly just her knot and nuts outside the little Pony. Bloom couldn’t help but feel heat overtake her as she tried to think about how it would feel to have that monster plunged into her, as she had even less experience than her rather slutty friend, having to pull down her shorts some more to really let her hand get going into her own pussy.

“Enjoying the view, perv?” Gilda asked of the Earth Pony, making her look up the Gryphon’s smug face with heavy shame and a strong blush across her face, but she couldn’t stop her hands from going to town at her pussy and breasts. Gilda slowly pulled her shaft out of Sweetie, more and more of its incredible length getting exposed to the open air and view from both the creatures, though Gilda’s attention was more on Bloom as she unsuccessfully fought with herself, the Gryphon licking her beak and only furthering the heat that suffused the Pony’s body, making her have to pull her shirt up and over her plump and sweaty breasts to better squeeze and grope them with her arm.

Of course, Gilda had hardly forgotten about the slut beneath her, as when she finally pulled most of her length out of Sweetie's pussy, hardly a moment passed before she slammed it back in.

"Mmmllaaaaaahh..!" Spilled out of the Unicorn's gaping maw and past her drooling tongue, her entire form completely overtaken by the massive dick that stretched out her insides again, barely been given a reprieve before being thrust back into the deep end.

"Y'know..." Gilda started, her voice a bit strained from the tight tunnel gripping at her cock as she pulled her cock back out again, "I was expecting a bit more resistance from you two sluts." Her huge red shaft slid out with a distinct wet shluuurp, pussy juice drenched across it with thing strings of the stuff already sticking between her crotch and Sweetie's frothing snatch, but only for a second before they got smacked back together, another drooling moan pouring out of the mare's lips.

"Seriously, my first impression on you was screaming in your faces," The Gryphon continued, sounding clearly amused through her slow thrusting, while her wings were flittering on her back and the water around her legs splashed with each swipe of her tail. "You dweebs kept that stupid grudge up for a couple months 'til now, and you talked at me about trying to repair my friendship with Dash, but now..." She grinned as she looked back at the Earth Pony's face, aware of just how little she was processing the words--to say nothing of how little Sweetie could--but still kept going, "You just crumpled at the first sight of something hot."

Snickering as Apple Bloom could barely keep her attention on her face, Gilda watched the Pony keep toying with herself, rubbing haphazardly at her breasts while fingering herself rapidly, moving with complete inexperience and unable to resist the lust that coursed through her. The Gryphon made sure to keep up her own motions of pulling out and thrusting into the other Pony below her, the lewd noises of her squelching pussy and mlaahing maw echoing out into the clearing and heating up the air to an almost absurd degree.

Digging her claws further into Sweetie's buttflesh, Gilda let her wings properly unfold as her tail swished back and forth in the water, her hips thrusting back and forth at a regular pace, enough to get a gal going, but hardly enough to push her over the edge. After all, she did have a bit more experience here--

"MMNNNGOOOOOOOOHH!! Sweetie Belle suddenly squealed out, her mouth spattering saliva across the grass as her pussy clenched around Gilda's cock, stopping her in place out of surprise; apparently, this pace was enough to push someone over the edge after all...

Scoffing at how truly inexperienced the mare was, Gilda decided to really show this slut what she was missing out on and started to thrust faster into her, her huge cock flying out and back into the spasming, marecum-splattering pussy, wet splats and squelches filling the hot, humid, and musky air. Her knot kept ramming directly into Sweetie's snatch while her balls slapped up against it as well, though her shaft was really restricted by the entrance to the little Pony's womb, with only the tip of her fat dick able to enter as she repeatedly slammed into it.

Apple Bloom was still just left to watch in awe and lust at the proceedings while she continued to pleasure herself, all the noises and musk that wafted out of the scene before her making her fall onto her back, her eyes still locked onto the thick, throbbing shaft as it pounded into her friend, her own maw now hanging open as well with hot and heavy breaths unabashedly pouring out of it. Her shame was all but forgotten at that point, and she moaned out into the lewd cacophony already present, her own shlicks into her pussy and mmfs as she squeezed her boobs growing in volume and frequency.

The Earth Pony could still tell that Gilda was getting faster in her thrusts, her grip getting stronger on Sweetie's butt cheeks, and the lustful growls that escaped her beak as she stared down into the mindless, slutty eyes of her new bitch, clearly enjoying the view. Bloom felt herself shudder even harder as she saw the sheer dominance in that face, and the vague tension in her loins quickly became pronounced enough to really feel, and she hoped she could last as long as the sexual beast before her...

Gilda hardly cared for the mare on the sidelines for the moment however, as her attention was too taken by the bitch below her, the tight snatch continuing to spasm and squelch around her cock, pleasuring her further than her rapid thrusts already were. She was really starting to feel her climax approaching by that point, was certainly going to make it count, as she only slammed her cock harder into Sweetie's snatch, and quickly lowered her own body onto the Pony's and wrapped her arms around her waist to really get all the grip she could on her.

Gilda's cock must've been ramming straight into Sweetie's womb by then, but none of the creatures there could tell or care; Sweetie Belle's mind was already mush, but only melted further as she felt those hot muscles and huge boobs pressing into her back as her innards got even more thoroughly tenderized, with the Gryphon doing it clenching her eyes closed and grinding her beak against itself, her actions becoming truly feral as she grunted and growling like a beast, and Apple Bloom writhed from her place on the grass while she watched, her clothes completely sullied by both the nature around her and her own fluids.

But there was still enough semblance of sanity in Gilda's mind that she could swear out through all her noises, "Fuck! Your stupid, pussy..!" Running the sharp point of her beak into Sweetie's neck and nearly cutting into it, she heaved out some more heavy breaths and continued, "Will make you..! My, fucking, BITCH!!"

With a feral roar, Gilda finally thrust her cock as deep as it could possibly go into Sweetie's body, plunging straight into and plowing open her womb, her knot nearly tearing open the pussy it got stuffed into, all before her huge, hefty balls clenched and she came. Massive, thick ropes of jizz quickly surged up through her cock and splashed into Sweetie's womb, immediately ensuring her pregnancy even before her womb started to get inflated with all the cum flooding into it.

However, Gilda was still not done, as she pulled her cock back once more and starting thrusting even harder than before, ramming her crotch into the Unicorn's utterly abused and reddened ass, her fat, clenching balls smacking up into the stuffed pussy while her cock kept pistoning into and out of it. All the spunk shooting out of her cock was forced to splatter across the interior of Sweetie's snatch before getting shoved forward and into her womb by Gilda's cock.

More and more and more cum pumped into the Unicorn's womb, so much so that her belly started to get distended by the sheer volume of it all, and even then, there was simply too much to stuff inside one slut, so the rest found its way out around Gilda's thick battering ram of a dick and splattered all over her and Sweetie's crotches, dripping down into the water below.

With all of that presented before Apple Bloom, how couldn't she cum at it? She spasmed in her place on the grass, eyes rolling from the overwhelming pleasure as she moaned and whimpered in lust, one of her hands getting splashed in her marecum as it continued smacking away at her twat while her other hand simply pressed as hard as it could into her breasts. Her vision was filled with stars as she was wracked with pleasure, unable to think of anything but the thought of getting stuffed with the Gryphon's and flooded with her cum to the point of overflowing as well, and all of her other senses were snuffed out for a time as she felt like she was about to pass out.

However, that didn't end up happening, as her orgasm eventually petered out, her sight and feeling slowly returning back to her, making her blink repeatedly and gasp from lack of air, feeling that she was drowned in her own sweat as she laid on on her back upon the grass below her. She still couldn't quite process everything happening at the moment, so just breathed for several seconds, but eventually she managed to focus on something in her eyesight, and it turned out to be... Gilda.

The big, muscular, hung as hell, and bestial Gryphon towered above the exhausted Earth Pony, her thick cock still drenched in both her own and Sweetie Belle's cum, still somehow throbbing with lust as the pendulous balls below churned with seed. Apple Bloom couldn't help but drool at the sight, both from her maw and her pussy, which, while already quite exposed to the air from her spread thighs, she still saw fit to shuffle her legs about to kick off her shorts and really present herself to the sexy beast before her.

She knew there was no going back from this, but with an opportunity like this, how could she possibly care?

High and Dry

Scootaloo sighed in nostalgia as she looked at the Treehouse, the work of herself and her closest friends standing tall before her as she stepped out of the orchard of apple trees. It had been more than a month since she last visited the place, and was really only there now because her friends said they had something to show her, though hadn’t said much about what it was, which would’ve been fine if they told her in person, but she hadn’t seen them since they headed off about a week ago for whatever reason.

Still, the young Pegasus trusted them and hiked on over when she got their letter in the middle of the afternoon, the Sun still a ways above the horizon and beaming down onto her enough to make her sweat a bit. Lifting the hem of her teal tank-top enough to reveal her pert and nearly flat chest, she wiped the sweat away before pulling up enough on her slightly-too-large green shorts to let her panty-less cameltoe poke through, she took a minute to rest in place as she looked at the treehouse, but soon noticed something a bit odd about it; it was shaking.

That in and of itself wasn’t all too strange; the place was pretty old and a bit ratty after being around for several years, so ended up creaking and shifting about when people moved around inside of it, and the tree it was on swayed back and forth a bit in the wind, but... this was different. There wasn’t much wind, and the shaking was pretty rhythmic, about once a second, and didn’t seem to be stopping for as long as Scootaloo stared at it. Being some dozen meters away, she couldn’t hear much, or even anything really, about what was going on inside the treehouse, so the idea of some sort of dance party was out, but there was an idea in the back of the filly’s mind...

She shook her head and slapped herself; she knew she was getting ahead of herself with that type of accusation, and while neither of her friends were virgins, she knew they wouldn’t be doing that in their treehouse, especially when they invited Scootaloo over.

Stretching a bit in place, Scootaloo then started moving again, her eyes still locked on the treehouse and its curtain-covered windows and curiously watching and listening for anything that might tell her what the hell her friends were getting up to without her.

Soon enough, her perked ears picked up on some shouting from within, though it didn’t seem particularly wrathful, even if the shaking of the treehouse sped up a bit just after the shout. As she closed in on the place, she heard more being said, but it was hardly a shout this time, instead just being some loud, enthusiastic speaking that definitely didn’t belong to either of Scootaloo’s closest friends.

Finally, as the Pegasus got to the stairs up to the treehouse, she could start to hear more noises, with casual talk between her friends and this visitor they must’ve had over, but between their words were... moans? Rolling her eyes and realizing that they must’ve snagged a heck of a stallion to peg them while waiting for herself to arrive so they could show him off, Scootaloo continued up the steps, trying to ignore the nagging sensation that the voice called in her mind. It didn’t quite seem like a stallion, though it was still quite rough, but more importantly, she felt like she may have recognized it from somewhere, specifically a place that made her mad.

Not letting herself pause for even a moment as she headed up the stairs and reached for the door, she hastily whipped the door open to see--

“You...”

Her voice was a growl as all the joy got sucked out of it, replaced by pure rage as she stared into the face of Gilda the Gryphon, the bitch who abandoned and betrayed her idol. And even worse than the monster being there at all was the fact that her friends were fucking her!

Scootaloo didn’t have the wariness to care about how Gilda had a cock or how massive it was as it bulged out of Apple Bloom’s chest while she sat on the Gryphon’s crotch doggystyle and facing the door, and now her friend as well. Neither did Scootaloo have the awareness to notice her friends being completely naked as Sweetie Belle whipped her head around, muzzle covered in saliva, sweat, and musk, her eyes widened in shock as she saw her friend looking pissed at all of them. But most of all, Scootaloo actively pushed away any sympathy she had for others as she glared furiously at Gilda herself, who was simply looking back at her with an almost smug expression on her beak, her back laid upon a table that the three friends built together and used on various projects to find their Marks years ago.

“W-woah, it’s alright, Scoots, you can calm down!” Sweetie called out to her, stumbling over her voice for a moment as she regained her ability to think. “I know this must look bad, but--”

“Shut up.” Scootaloo’s gaze bore into her friend’s fearful eyes, unwavering in her rage. “You know how badly she hurt Dash--why the fuck is she here, and why the fuck are you fucking her?!”

Groaning as she shifted uncomfortably in place with the Gryphon’s huge pecker plunged into her, Bloom tried to calm her friend down, “She a-ain’t as bad as ya t-think, Scoots... Purdy sure s-she hurt herself more...” She moaned out in pleasure as Gilda’s claws grabbed ahold of her ass cheeks and pulled her up and off of her cock, popping off with a wet shllllrp! before the Earth Pony was set on the floor and fell down to her knees.

“Yeah...” Gilda added as well, looking over to Scootaloo’s enraged face with a level of sympathy and regret beyond her growly voice burdened by lust, “I ain’t the biggest fan of how that turned out back then, and I probably shoulda came back sooner, but I thought all of you ponies hated me by then.” Moving her arms back to grab the edge of the table below her, she pushed herself up to a sitting position and stretched her wings out a bit, then gave a pointed look at the Pegasus and commented, “Seems I wasn’t completely wrong about that.”

Scootaloo tilted her head slightly as she continued to furiously glare at the Gryphon; did she really think--did any of them really think they could just casually talk about this whole thing? “You hurt her...” She muttered out, disbelief, confusion, and anger whirling around in her mind, “She cried herself to sleep because of you...”

“...So did I.”

Scootaloo felt like she shoved backward at that proclamation, and it wasn’t something she could deny, the empathy and sadness clear on the Gryphon’s face. But that hardly meant she was done...

“You can’t just come in here out of the blue, fuck my friends like you own them, and pretend like it’s okay!!” She shouted, borderline screaming at the intruder.

“Blame your friends for that,” Gilda retorted simply, gesturing to the two sweaty, lustful mares on the floor between them, “They were the ones that went way out of their way to find me, practically dragging me back here after I showed I clearly didn’t give a shit about doing this, and now they keep grappling onto my cock and fucking me.” She looked a little pensive after that, but still decided to add with a flex of her arm muscles, “I mean, I can’t blame ‘em on the last part; I am pretty hot.”

Scootaloo wasn’t that all that amused (or aroused) by that, just huffing out a breath through her nose before glaring down at the two mares she thought were supposed to be her friends.

Thankfully, they did seem to get enough of an understanding of why their friend was so mad, with Sweetie looking pointedly at Bloom, who sighed in assent before looking back up to Scootaloo and saying to her wearily and apologetically, “S-sorry ‘bout all this, Scoots. Ah brought Sweetie with me.. to try and help her...”

“Help her?” The Pegasus shot back, leaning forward a bit to glare even harder at the other mare. “Help her what, get off? ‘Cuz if that’s the case--”

“No!” Apple Bloom shouted back, cutting off the increasingly aggravated words of her friend so that she could tiredly add, “No, Ah was tryin’ to help both her and Dash, ‘cuz I knew how much yer sis was hurtin’...” She trailed off for a moment, then took a deep breath as she looked at her friend with a serious expression, “Ah know Ah was bein’ a bit silly, but Ah wanted to help all of y’all...”

Scootaloo’s expression didn’t change that much as she stared at the Earth Pony for multiple seconds, eventually countering with, “Yeah, and you still can’t keep yourself from riding her, so I don’t know how much that counts for.” Sneering at all the rest of the creatures in the treehouse, she turned around and called back, “You’re gonna realize how stupid you were once I get AJ and Rarity to kick the lust out of your brain.”

The Pegasus then started to walk out of the room, her friends glancing at each other frantically before Sweetie Belle got an idea and retorted, “That’s a little hypocritical coming from you, as you never use condoms despite all the boys you fuck!”

That made Scootaloo freeze in place just outside the door, a pair of wary looks on her back from her friends as well as an amused one from Gilda remaining for a few seconds before the mare angrily muttered back, “This is different.”

“Not that much,” Bloom replied simply, “You can’t stop yerself from fuckin’ them, and we can’t stop ourselves from fuckin’ her.”

Scootaloo quickly turned around, and though a little too late to see the quick roll of Gilda’s eyes, looked her in the face and stated, “...You still shouldn’t be here.”

However, something in her otherwise firm posture gave Gilda some pause; her eyes were straining a tad as they fixed on Gilda’s own, her cheeks were ever-so-slightly flushed, and her hands were shaking subtly at her sides. Grinning as she took the floor from the mares she just had her fun with, she called the Pegasus out, “Maybe, but I’m pretty sure you don’t actually want me to leave, pervert.”

Almost stumbling backwards from the barb, Scootaloo’s eyes swiftly flashed up and down Gilda’s large, strong form, observing her huge, wide wings and hot, swollen muscles, weary from all the sex she was interrupted from, as well as all the sweat dripping through her fur and feathers, with the smell of it stinking up the air within the treehouse. However, the air was even more tainted by the Gryphon’s musk, and now that the Pegasus took note of it, she felt just how strong it was, signifying just how much of an alpha stud was sitting before her, and her body couldn’t help but react.

Growling and shaking her head as she backed further out into the fresh air outside, ready to flee to get somepony else to kick the bitch out, as there was no way she was going to let her stay in her treehouse and screw her friends with that stupidly hot body of hers!

“Oh, here we go...” Sweetie Belle muttered while she grinned at the torn emotions clear on her friend’s face, “Now you understand why we can’t keep our hands off her.”

“Yeah, Scoots,” Bloom called out and grinned as well as she got a devious idea, “Ah know you ain’t ever one to let us hog somethin’ to ourselves...”

Scootaloo glared levelly at the both of them. “...You’re fucking with me.”

“Well, it’s clearly working,” Gilda replied with a smirk of her own as she noted how the Pegasus wasn’t moving from her spot, laughing a bit as the mare’s teeth became slightly bared in her ever-growing fury.

Sweetie was hardly going to let up, of course, as she ran with Bloom’s idea and said, “I think we might have more experience than you at this point, Scoots. Do you still want to fight for that title you always hung over our heads?”

“We’ve taken that thing--” Apple Bloom then added, pointing at Gilda’s huge red cock, “--down to the knot. Ah doubt you could do that.”

Scootaloo looked between her traitorous, lust-fueled friends for multiple seconds, eventually closing her eyes and growling out a sigh before opening them back up to stare at the giant Gryphon dick presented before her. It was still erect even a minute or two after she interrupted everything, probably due to the sweaty, nude, and musk-soaked mares in the treehouse, but there wasn’t any much precum or marejuice still leaking across its thick, throbbing length. It was definitely an enticing ‘meal’, especially when compared to the smaller teenage colts she often took, with their egos inflated to match the relative smallness of their shafts, so it was such a shame that it had to be on such a deplorable person!

Gritting her teeth and biting back the lustful sigh that she so wanted to let out, Scootaloo turned her blushing face away and went to stomp off to actually end this, but was stopped by yet another comment from Gilda.

“You know, back when I was in flight school with Dashie, she was quite the slut as well,” The Gryphon started, getting the attention of all the mares. “If you really want to be following in her footsteps, you should know that she got practically addicted to my dick back then, and always kept pushing her body to take more and more of it... until she finally managed to take the entire thing.

“She came on the spot once she did that, so the challenge was obviously worth it, but...” She looked between the three Ponies for a second, slightly uncertain about something, but continued anyway, “If you idolize her as much as these two say, are you really going to just walk away from something Dashie was so determined to do?”

Scootaloo didn’t immediately say anything in response, but it was clear from her sharp inhale that she loathed that comment. After a couple seconds, she quickly whipped around and glared back at the Gryphon, but now her expression held much more determination as she stomped back into the treehouse and ended up right before Gilda and her huge towering shaft, Sweetie moving out of her way on the floor. “I don’t need to be that stupid to try and take that,” She stated with vitriol and a hint of smugness, one that only grew as she kneeled down so her face was next to the cock, and grabbed its knot tightly with one of her hands, forcing a slight wince of surprise and pain from its owner.

“After all...” Scootaloo trailed off as she opened up her maw, splaying out her tongue before quickly shoving her head down onto Gilda’s cock, swiftly lowering her maw more and more and stuffing so much of it inside with surprising ease, until finally, the entire thing up to its knot were inside her mouth. Its immense girth was clearly visible through the experienced Pegasus’s throat, no doubt completely cutting off her ability to breathe while her eyes turned up to stare the shocked Gryphon in the face, easily able to convey the massive smirk that wouldn’t fit on her overstuffed mouth.

After several seconds of letting Gilda and her own friends take in the awesome performance, Scootaloo then begun to pull her head back, the huge red cock now slickened with her saliva as it exited her maw with a wet shlrrrping noise, soon enough ending as she popped the thing out of her mouth with a even wetter shl-pop! Taking a moment to regain her breath, the mare soon finished her statement, “...I have a lot more experience than Dash ever did.”

Pulling her hand away from the slickened-up cock, Scootaloo quickly stood back up and took a few steps back while continuing to level a stare at the taken aback Gryphon’s face, her own hands to the hem of her shirt and waistband of her shorts, quickly whipping them both up off her body and down to to the floor respectively, showing her otherwise completely nude body. “Now,” She begun as she stepped out of her shorts and raised one of her legs up, pressing her sole up against Gilda’s chest and then shoving her down to lay on her back--ignoring any discomfort she may have felt from laying on her wings--and with her huge cock pointed straight up into the air.

“You’re going to shut your beak, and I’ll show you how to fuck,” The Pegasus growled out as she stepped over above Gilda’s torso, legs splayed on either side of the table with her wet pussy right above the drooling dick pointing at it. Quickly squatting down, those two sets of genitals met with a wet kiss and light squishing sound, and Scootaloo used one of her hands to reach around and grab that incredibly large pillar to stabilize it, and her other hand went down and pressed against Gilda’s abs to support the mare herself.

Taking a deep breath--and making sure to hide her hesitance behind her persistent glare--Scootaloo then lowered her snatch down onto that big, thick, massive cock, and while she did have quite a lot of experience with dongs of all sizes, it still always blew her away just how big they felt. She knew lubing it up with her saliva was a good idea, as the sheer girth of it meant it took some effort to get into her, and that wasn’t accounting for its length.

The tapered tip of the Gryphon’s cock threw her off a bit compared the more cylindrical horsecocks she was used to, but Scootaloo didn’t go back, and instead kept going down, with the immense volume already inside of her forcing a grunt out of her mouth. Still, she pushed down any opportunity to really feel the size of it as she continued onward, soon cresting over the halfway mark where the cock peaked in girth, her stuffed vulva quickly sliding down the comparatively thinner base.

Well, at least that was until the knot.

That gigantic knot had nearly twice the circumference as the other parts of the shaft, and even the overconfident sex fiend in Scootaloo knew she wasn’t going to get that in and properly ride the bitch it was attached to at the moment, and would actually need some time to adjust beforehand.

Thankfully, stopping on top of the knot gave the Pegasus the perfect opportunity to reflect on her journey thus far, and quickly found herself--

“Nnnnggaaaaahhhh...”

--Groaning lewdly out into the open while her wings loudly pomfed out behind her, her snatch so thoroughly stuffed up to her womb that she felt like she was getting ripped in half, with all the sensations she ignored up to that point coming back in a tsunami. The smaller things like the feeling of Gilda’s firm abs under her hand and hearing her friends’ heavy gasping in the background were first, but then the huge wave of hot, sweaty musk came in and swept her away, barely even able to think about the Gryphon’s fat nuts that would no doubt shoot liters of seed into her womb, instantly ensuring that she’d be carrying around a handful of foals for months afterward.

However, the sharp laughter of Gilda was still able to bring her anger back into focus, with the hung creature she was fucking commenting at her, “Yeah, talk up your fuckin’ skills all ya want, dweeb, my cock ain’t anything to scoff at.”

“O-oh, sh-shut up...” Scootaloo sputtered out through her grunts and moans as she tried to adjust to the huge, super-heated cock rammed up her pussy. She was hardly going to back down from the challenge it imposed though, and with only few more seconds of slow, controlled breathing, where she affixed both her hands down onto Gilda’s abs and locked her firm gaze onto the Gryphon’s burning golden eyes, and from there...

“Ghuunh!” A strange mix of a groan, moan, and gasp forced itself out of Scootaloo’s maw as she pushed herself up, her crotch rising several inches from the knot where it just rested, the corresponding inches of Gilda’s thick, meaty cock getting abruptly evicted from the mare’s snatch, leaving a gaping, and hungry hole in its wake. And, not letting herself feel the pain and pressure telling her to slow down, she quickly rammed herself back down, her hole getting filled all the way back up to her womb, a guttural ‘Grrruuhh..!’ escaping her as she felt start to impale her again.

That was just the beginning though, as the Pegasus all too quickly found herself in a rhythm of pulling up and pounding back down, and while the start was somewhat arhythmic with slower and shaky thrusts up and down, it was swiftly fixed into a properly paced pounding, albeit one that was rather fast. It was only with experience that she was able to shove that cock inside her at all, but it was mainly determination and anger that allowed her to whip up and down that big, long dick as fast as she could possibly muster, but that did have consequences...

Apple Bloom was quick to notice her friend’s haste, and while she may have been a little short of breath after stuffing Gilda’s meat stick into her throat, she should’ve still had the energy to ride the Gryphon for quite some time, but as it stood, she was already getting tired. Heavy breaths falling from her open maw, sweat trickling down across her fur, wings straining and jittering madly, and thrusts already getting a bit weaker and less consistent... something needed to be done if the reckless mare didn’t want to pass out before she actually got to orgasm.

Pushing herself up off the floor only a couple paces away from the action, the Earth Pony took a moment to get her bearings before approaching the source of the cacophony that flooded the room. The wet smacks of crotches, quick whooshes of Scootaloo’s tail and recently unfolded wings whipping through the air, and strained moans escaping her as well all made the treehouse into a den of sexual tension and pleasure that was already making Bloom heat up as she stepped right behind her friend.

Taking enough care to watch the Pegasus and her wings’ frenzied movements before trying to grab her, Bloom deftly whipped her arms forward and around Scootaloo’s waist, gripping her tight and pressing her body against her back just under her stiff, flared wings, and managing to halt the mare’s motions in place.

“Nnggghhh...” Was the noise Scootaloo made in retaliation, a clear mix of anger, betrayal, and horniness as she started to pant in exhaustion, taking a couple seconds before she whipped her head around and shouted at her friend, “What t-the hell!”

“Just keepin’ ya from burning yerself out, Scoots,” Bloom quipped back, then started pushing the mare in her grasp up and down Gilda’s cock, though quite a bit slower than before. “Gil’ here ain’t yer usual colt in school, she’s gonna take a bit fer ya to actually get her off.”

A slightly strained and lustful chuckle came from the Gryphon in question, and she added, “You got that right. Dashie--” A sensual growl escaped her throat as she felt the Pegasus’s pussy clench a bit as she tried to regain her breath, “Dashie was pretty quick on the draw too, and she ended up passing out after I finally came in her. Bit of a cryin’ shame, ‘cuz I wish I could’ve seen her reaction to all the cum I dumped into her, makin’ her look like she was pregnant!” A sharp laugh escaped her as she no doubt reminisced on her time with her former friend, but it soon faded into a growly moan as she really started to feel pleasured, her wings flaring out more under her while her claws almost subconsciously pulled up off the table to land on the Pegasus’s hips.

Bloom was thankful her friend was starting to get under control, with her focus returning back to Gilda and her motions slowing down, with the Gryphon’s claws helping to keep them there, though it was hardly for entirely altruistic reasons. Licking her lips and grinning to herself, she pulled her arms out from around Scootaloo’s waist and let her hands trace up the mare’s defined torso as she kept bouncing up and down, soon landing atop her nipples and squeezing.

“NnggGAAAH!” Scootaloo practically squealed out in shock, her wings flapping about in bewilderment while a laugh was forced out from the other three creatures, but she quickly whipped her head back around and shouted again at Bloom, “What, the, HELL!”

Scoffing, the amused Earth Pony just replied with, “What, ya think Ah ain’t gonna take advantage of this position, Scooty?”

Breathing heavily as she tried to keep ahold of her sanity while she was bounced on Gilda’s huge dick, she glared harder at her friend and swore/moaned at her, “F-fuuuaack.. you!” A chuckle came from Bloom in response, with a giggle escaping Sweetie Belle in the background, though Scootaloo could hardly respond when her nipples got pinched again, forcing her to bite her tongue to prevent her moan from being anything other than a low growl in the back of her throat.

As for Sweetie herself, she was getting a little bored simply watching the proceedings, and wanted to get some action herself; however, with how preoccupied her best friends were with each other, the Unicorn’s eyes quickly flitted back to Gilda and she immediately knew her target. Standing up and quickly moving back over to the Gryphon, which ended up drawing her gaze as her hands swiftly reached forward and grabbed ahold of those magnificent breasts, her focus solely turning to the big girl and her bigger tits.

Unable to bother herself with looking back at her fornicating friends, Sweetie raised a leg to move up and over the Gryphon below her, hopping up onto and letting her pert butt cheeks and drooling pussy grind into those delicious abs. Her hands began to grope and toy with Gilda’s fat tats, their huge and firm volume feeling incredible to squish and squeeze in her puny hands, all the lust overtaking her mind and making heated breaths escape her maw as she humped along those firm abs below, lustful and unabashed moans escaping her with ease.

“Damn, you cannot get enough of me, can you?” The huge, hung, and buff Gryphon joked at her, a pleasured, yet controlled grin on her face as she waited a moment for the slutty Unicorn’s brain to catch up and look up at her eyes. “I really thought you’d get back to choking on my nuts after--”

She was cut off as Sweetie shoved her mouth forward to meet with Gilda’s own, her tongue swiftly beginning to tousle with the other within the meeting of their maw and beak. Gilda had to take a moment to snap out of her shock, but then just rolled her eyes as she fought with her slut’s eager tongue, the smaller Pony still riding her abs, her juices rubbing into both of their coats, her orgasm already no doubt approaching.

The sporadic clenching around her cock told her that Scootaloo was getting close as well, though Apple Bloom could easily see that there far more to her lust than that; the Pegasus was moaning and groaning brazenly, drool starting to trickle out of the corner of her mouth while sweat trailed down her fur, and her motions were getting weaker from exhaustion as she kept going.

Because of that, Bloom was having to pick up more of the slack, putting one arm back around her half-conscious friend’s waist, effectively lifting and lowering her whole body onto Gilda’s dick, and though she did appreciate the view, it did still make her a bit jealous about the mind-blowing pleasure wracking through her friend’s body that Bloom herself had gotten quite addicted to since her first taste. Sure, she herself wasn’t as slutty about it as either of her two closest friends, but she could easily imagine how it felt to get that massive thing rammed through her body, especially as her present arm was able to feel that very cock pushing up and bulging out through Scootaloo’s abdomen.

Bloom still had enough focus, though, to see Sweetie Belle making out with Gilda just beyond Scootaloo, with both of the creatures in question getting quite into it and gyrating their bodies into each other, moans of both the high-pitched and sweet kind as well as the lower, growly type coming out between their mouths. It was clear though that Sweetie was much closer to orgasm, as her motions were faster and more erratic, hardly synced with the Gryphon’s below her as she continued to grind her frothing pussy into those firm abs, hands squeezing madly onto her huge boobs as her moaning only picked up, until--

“MMMMMFF-FLAAH!!” She ended up crying out in orgasm, first into Gilda’s maw but halfway through pulling her mouth away to squeal out into the open. Marecum quickly gushed out of her snatch as she kept rapidly sliding it back and forth, spilling all her juices across both creatures’ coats and smearing them in with her sloppy motions, with their wet shlcking noises filling the void after her breath ran dry and her voice became heated only pants as she kept cumming.

Bloom whistled, impressed at the sight of all of that girljizz, and even Scootaloo broke enough out of her bouncing and moaning reverie to mutter a quick ‘w-whoa’ at just how hard her friend came. However, Gilda was certainly the most affected by all the spunk splattered across her abs, and with the sharp tightening in her loins driven on by the mare sitting and rubbing herself into her as well as the straight-up ahegao face of that mare before her own, the Gryphon knew she wouldn’t last long, even if she wanted to.

At that moment though, Gilda simply just wanted to rut, so instead of letting the other two Ponies finish her on their own terms, she gripped her claws tighter onto Scootaloo’s hips before starting to shove her own hips up in time with the Pegasus’s bouncing, making her cock slam into her pussy with even wetter, lewd shlapping sounds than before. A quick near-shriek came out of the mare’s mouth and descended into short and squeaky moans as she undoubtedly felt her own orgasm start to arrive.

Apple Bloom continued to watch everything go down as she kept helping the Pegasus in her (now somewhat sore) arms ride Gilda’s dick, having to keep up the pace against the more powerful Gryphon’s thrusts while she felt the entire scene before her affect her body. She was already somewhat pent up by Scootaloo cock-blocking her, but seeing her tongue lolling out as she moaned unabashedly, seeing Sweetie’s jizz pour out all across those firm abs below, hearing the symphony of sex all around her with the moaning, grunting, thrusting, cumming, and even the building around her creaking a bit from the sheer force of their motions... she could hardly prevent her own body from trying to join in.

Slick, hot juiced began to drip out of her own pussy and trail down her slightly shaking legs, and quiet, but hot and heavy breaths escaped her maw. Unable to peel her eyes away from the spectacle presented before her, she started to rub her legs together at her crotch, losing control of her self as she felt her arms start to numb, throwing Scootaloo down harder and harder onto the fat knotted dick that kept getting stuffed harder and harder into her, and it was only a matter of time before--

“GRRRRRHRR!” Gilda growled out through her clenched beak as she came, her wings tensing and stretching, fluttering a bit from all the energy while her claws tightened their hold on Scootaloo’s hips, finally ramming them down with all her might onto her huge, slickened shaft, and making the Pegasus’s slutty finally accept her massive knot with a loud, wet SHLPOP!

Scootaloo’s voice immediately died, and it was only for that brief moment before Gilda’s cum actually erupted out of her cock that she was truly able to feel all of mind-boggling size. She may have felt like she was getting torn in half before, but now her entire body felt like it was warping around it, melting her form down into a perfect cocksleeve for that magnificent piece of meat, with its tip ready to blow as it rammed all the way through her womb and made a sharp bulge in her chest. But then, that cock throbbed within her, nearly searing her insides with its heat and pressure, and the hefty nuts below clenched to force out their sea of seed, and the flood finally came.

The eyes within Scootaloo’s head rolled up as she felt the first wave of spunk arrive in her womb, the sheer force of the cum emphasizing that bulge in her chest even more as it started to grow. Huge globs of the stuff sprayed out from the wall of her womb Gilda’s cannon was pressed into, swiftly filling that tiny pouch to the brim and then swelling it outward, the mare to which it belonged feeling herself bloat with the hot, sticky, and thick jizz, and she nearly passed out from the first sensations alone, her exhaustion forcing her to fall backward onto her friend’s chest.

Apple Bloom barely kept herself from toppling over herself as she kept her friend aloft, her own legs wobbling even more as her arm on Scootaloo’s belly started to get pushed away by its bloating, making her pussy start to froth at the feeling. Despite that, and the general lustful haze that wracked her senses, she could still Sweetie Belle rubbing and creaming herself all over Gilda’s abs, but it seemed like she was losing steam, though all the girljizz did draw Bloom’s attention to her other friend’s, with the clear fluid pouring out around the base of the cock within her pussy lips.

But something about that stood out to the Earth Pony, and it took her several seconds, where her legs still wobbled as pussy juice trailed down them, her chest and breasts were laid upon by her sweaty, orgasming, and nearly-fainted friend, and she could feel the cum erupting into that friend’s womb swell outward her belly into Bloom’s arm, and then she realized; there wasn’t any of Gilda’s cum coming out of the crevice between her cock and Scootaloo’s pussy. She only noticed the discrepancy due to how many times she saw that cock slam into and cum inside both her and Sweetie’s snatches, but now she realized that Gilda’s cock was too fucking gigantic to let even a drop of fluid escape its airtight seal.

And for some reason, that minor thought that should’ve been nearly irrelevant, made Apple Bloom cum as well.

Perhaps it was the sudden return of attention that was previously diverted to thinking, perhaps it was the possibility that Gilda’s cock got bigger somehow, perhaps it was simply visualizing how all of her jizz, all gallons upon gallons of it, would get let out at the very end, after Scootaloo’s belly was bloated out like she was ready to give birth, pouring that sweet, salty cream out of her gaping pussy and into both Bloom’s and Sweetie’s waiting maws, but... Bloom could hardly muster a conscious thought in that direction with her orgasm suddenly tearing through her form.

She locked her legs in place as she grabbed a tight hold around Scootaloo’s chest and waist, the sweat that matted their fur mixing together while she bit her lip, curt moan forcing themselves out through her teeth as she struggled to hold herself upright. She could feel through it all, Scootaloo’s belly keeping on getting bigger and bigger with splatter of spunk injected inside, Gilda’s sweaty and musky nuts below undoubtedly clenching hard as the Gryphon’s own beak ground against itself, feral growls escaping her as her cock continued to throb and spill so much cum into her newest bitch.

Bloom’s eyes were blurred and unfocused from the pleasure and the strain she had to keep herself upright, and so it was only with a visceral and angry growl from Gilda that she could bring any real attention over to the Gryphon... whose face was obscured by Sweetie Belle’s body. The Unicorn must’ve nearly fainted on top of the buff creature below her, and hardly had the energy to even put her hands below her to try and push herself up, but Gilda still had enough within her to whip an arm off of Scootaloo’s hips and push the girl off of her, making her yelp as she fell onto the floor below with a loud thump!

By that point though, Gilda seemed to finally be finishing her own orgasm, the huge spurts of cum into Scootaloo’s womb petering out and the Pegasus’s belly swollen outward with gallons of spunk and sloshing about at the slightest motion, and she could only make some more growls of feral lust before letting her back fall down and rest upon the table below her. All that extra weight within the mare’s belly only made it harder for her friend to hold her up as her own snatch kept splashing jizz down her legs, those very same legs that were shaking from the strain that she forced on them, just trying to keep herself from falling over as she held on for dear life...

And thankfully enough, after a while of heaving, torrid breaths and curt, pained moans did Apple Bloom finally stop cumming and regain some proper awareness. Realizing she was still nearly about to fall over, she made a quick judgement call and pushed Scootaloo forward onto Gilda, making their respective cum-bloated and spunk-smeared bellies smoosh into each other, with the rest of the Pegasus’s body falling over as well and each of her six limbs laying limp atop her massive womb.

Then, finally, Bloom let herself practically collapse onto the floor below.

As she slowly rested, she could truly start to sense everything around her again, from the sweltering air utterly suffused with sweat and musk to the exhausted breathing of three total creatures, the other one most definitely having passed out at that point, and even the faint wind and birds chirping outside, completely oblivious to the depravity that just went on inside the treehouse.

It didn’t take all too long though, for something to interrupt it, and making Bloom’s head turn up from her place on her side atop the hard wooden floor to see Gilda’s claws grabbing their tight hold back onto Scootaloo’s hips, and it seemed Sweetie was stirred a bit as well. The Unicorn pushed herself from her face-down position and crawled backward to arrive before Gilda’s nuts, though her enraptured gaze was far more drawn to the sight above, where Gilda was slowly pulling Scootaloo up and off her cock, making the lips of her pussy stretch and stretch and stretch, until...

SHLRPOP!

The most lewd noise imaginable sounded out as half-erect cock popped free, and was immediately followed by a waterfall of cum that gushed out of Scootaloo’s overfilled womb, and Sweetie was all too eager to lap it up as it splashed over her face and covered most of it with a thick layer of white paste in seconds. Bloom felt herself heat back up at the sight, and while she was still exhausted from the session she was barely even a part of, Gilda was clearly different, as she heaved her upper body upward and pushed Scootaloo forward onto Sweetie’s face, and let both of them drop the floor with another loud whump, leaving Sweetie to gorge herself on all the spunk that kept spewing out of her friend’s pussy.

“So...” The Gryphon spoke, her voice tinged with tiredness as Bloom looked back up to her with lust, exhaustion, and perhaps even fear within her own eyes, “You up for seconds?”