The Lusty Mare

by Violet Sky

Rating: mature
Tags: Comedy, Random, Anthro
Length: 12720

Greetings... and welcome to the Lusty Mare, where all your fantasies come to life. Prepare thyself for the fight... To... The... Climax!

A lone bar on the out skirts of the red light district of Centerlot. Hidden beneath its false appearance, is a place so magical, so full of lust, you can literally smell it in the air. Come, join us and take a seat, for the first to cum loses and must obey the winner for whatever they wish. Hehehe…

This story consists of highly mature content, including filly foolers and possible futas. If you are under aged, by Celestia pray your parents never go through your history.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-01-05 07:19:32 UTC

Pinkie vs Rarity

Canterlot. A place of wonder and magic. A place where anything is possible.

Deep within the city, on the outskirts of the red light district, stood a brand new building, covered with bright purple neons. A large ‘Grand opening’ sign stood in front.

This place. This wonderful place is known as- The Lusty Mare.

Upon entering, it looked like a normal bar, complete with everything a pony could wish to drink and then some.

Further inside, past the mask, were at least ten huge rooms, lined with a set of small bleachers. In the middle of each room was a huge king sized bed. All perfectly made, waiting to be destroyed.

Even deeper inside, dressing in one of the changing rooms, was two of the building’s owners- Rarity and Pinkie Pie.

“Oh, I can’t wait! This is gonna be so fun! I love testing things that are fun!” Pinkie exclaimed, bouncing up and down with glee. She was wearing a bright blue, skimpy one piece. The back and belly was cut out of it, exposing her cute curves. The thin material barely held her large breasts.

“Darling, I love how much enthusiasm you have right now. Let’s just hope you’re as good at this as you are at throwing parties.” Rarity replied with a smirk as she pulled on a purple thong. She wore a bright purple two piece and black fingerless gloves.  Black stockings covered her legs, ending mid thigh. Her purple mane and tail were curled to perfection, as usual.

Pinkie blushed lightly and playfully bit her index finger. “Isn’t this technically is a party, Rarity?”

Rarity smiled wider. “Touché.”

In the next room, the rest of the mane six plus a couple others were sitting in the bleachers, making wagers.

“I hope this goes better than your last idea, Twilight.” Rainbow Dash said to the magenta alicorn, named Twilight Sparkle.

Vinyl snickered.

Twilight blushed with embarrassment. “Like I knew I couldn’t pole dance with my new wings!” She shot back.

A dark purple alicorn mare with a floating neon green and black mane burst out laughing.

“Shut up, Bass!” Twilight yelled at the mare.

“Oh, you just can’t get over the fact that I never touched a pole. I was strictly ether a stage dancer or I djed.” The mare know as Bass Booster replied.

“Would you three stop? Here they come.” Vinyl said to the three mentioned mares.

They all turned to see Rarity come out first, swinging her hips seductively. Her Curly tail swished back and forth as she walked. She stopped right in front of the bed, placing a hand on her hip. “Come on out, Pinkie darling! Unless you’re scared!” She taunted.

The young purple, female dragon, known as Barb, fell from her spot and landed hard on the floor after getting a good look at Rarity, but nopony went to help. Everypony else was too busy drooling.

A moment later, Pinkie came bouncing out of the other entrance. Her puffy mane and large breasts bounced every time she did. She stopped right in front of the bed on the opposing side. “Prepare to face the wrath of my thunder thighs, Rarity! It’s time to party!” She then climbed up onto the bed and lied on her back on the bed, holding herself up with one hand and running a hand through her mane with the other. Her back was arched with her legs crossed. Her tail hung over the edge of the bed. She stuck her tongue out for extra cuteness.

Fluttershy feinted and fell against Rainbow Dash, who’s jaw hung wide open.

Rarity ceased this opportunity and lunged at her.

Pinkie let out a loud squeak as she saw Rarity diving at her. She did her best to move out of the way, but still ended up trapped beneath her breasts.

Before she even had the chance to react, Rarity pressed her lush, perfect lips against Pinkie’s own, prying her lips apart. She slipped her tongue inside of the pink mare’s maw, taking advantage of her, all the while squeezing herself against her opponent.

Pinkie’s entire face turned bright red as she felt the mare take advantage of her. Surprise stretched across her face. She moaned, feeling their breasts rub against each other. Any other time, Pinkie would have severely enjoyed this, but she had to break free. Pinkie fought back with her tongue, wrestling Rarity’s own as she struggled in her grasp.

Then an idea popped into her party-loving head. Rarity had a tickle spot on her lower stomach. Making it look like she was just trying to wiggle herself free,  Pinkie reached down….. And grabbed the wrong tickle spot. (Hint hint wink wink) Quickly realizing what she had grabbed, reassured by Rarity’s moan, Pinkie worked her fingers across the crease. The fashion mare’s arms went weak, allowing Pinkie to free herself. She slid out from under her, trying to regain her bearings.

Rarity had just begun to pick herself up from her earlier position, when the party mare rump-slammed her back onto the bed, pinning her.

Pinkie giggled as she reached for the white mare’s hoof.

Rarity struggled beneath the party pony, realizing what she was after.

She grabbed her hoof and brought it up to her face, an inch from her short, cute snout.

“Don’t you dare, Pinkie!” She yelled as Pinkie pulled off the stocking, licking her lips.

“Too late! I’m all ready way past dare!” Pinkie stated before licking the length of her hoof, making her squeal.

Rarity flailed her other hoof, attempting to throw Pinkie off, but she leaned too far out of reach and accidentally yanked on the leg she was holding. The white mare cried out in pain, her voice muffled by the pillow her face was buried in.

“Opse. sorry, Rarity.” Pinkie apologized. She then suddenly squeaked, stiffening as she felt her panties snap against her waist. Out of surprise, Pinkie didn't see Rarity's free leg draw up and lift the white pony beneath her.

"Woah!" Pinkie yelled before finding herself in Rarity's place with excess weight on her rump. She gasped as she felt a finger trace her spine from her rump to her bra strap. Pinkie felt the front around her breasts tighten as the strap was pulled until it snapped, leaving her helpless and topless.

Pinkie felt Rarity reach around underneath her and grab and begin to massage her breasts, making the pink pony moan loudly.

"Who's my little filly fooler?" Rarity whispered into Pinkies ear as she continued to fondle her breasts.

Pinkie felt Rarity's hands move from her breasts.

She stiffened, feeling Rarity's hand massaging between her legs.

"Oh, my! It would seem, you are!" Rarity stated.

"You go, Rarity!" Rainbow cheered from the side lines.

Pinkie drew both legs up and before Rarity could stop her, bucked her rump up, throwing Rarity off onto her back. Pinkie pounced on Rarity and pinned her arms and crotch, giving her no room to move.

Rarity looked down at Pinkie's bare breasts, blushing. Pinkie leaned forward and grabbed the bra strap between Rarity's breasts, tugging on it until it too snapped. She smiled deviously at the white pony as her bra fell loose, exposing Rarity's succulent breasts.

Pinkie leaned forward and licked around Rarity's nipple, causing her to shiver and moan. Fueled by Rarity's pleasure, Pinkie placed her lips around it and began to suck on the sensitive flesh, swirling her tongue around it. Rarity went wild beneath pinkie, flailing under the tight grasp of the party pony.

The first thing Pinkie tasted was the lip gloss on her peaked lips as Rarity desperately tried to push her off.

“Whoohoo! Go Pinkie!” Twilight yelled.

“Common, Rare! Show’er what yer made of!” Yelled AJ.

Pinkie giggled, delighted by the blueberry taste mixing with the slight lactation from Rarity's nipple, making it taste like blueberry ice cream. She brought her knee up and began rubbing it against Rarity's still covered crotch, feeling her warm liquids begin to accumulate on the soft fabric of her panties.

Rarity moaned loudly from both lustful contacts. She clamped her eyes shut as she felt tears form at the corners of her eyes from the affection.

"Oh, Pinkie, darling. If only this -ahh- wasn't a fight club. One can only imagine the things I would let -hah- you d-do to me right n-now if we were still back in ponyville." Rarity said, intensely enjoying the feel of the party pony's slick tongue sliding against her nipple. The blue masquere that was on her eyes began to run down her cheeks slowly. Despite all this sexual pleasuring, she remembered the match details, she then would grab two handfuls of her poofy pink hair and force her head in between her milky, cushy, breast, keeping her air flow low. "Sorry dear, but don’t struggle, you will enjoy it better"

"How'd you get loose!?" Pinkie screamed in her head. Her eyes snapped open, glanced around, quickly trying to find a way to break her grasp before she ran out of air, but she found no quick solution. Pinkie stopped struggling. All she could do now is wait to be rendered unconscious. Pinkie slowly began to close her eyes, defeated.

"That's it, darling. You didn't have a ch -AHHH!-"

Rarity was cut off by her own screams of pleasure as she felt a warm finger twirling around inside of her moist cunt.

While Rarity wasn't paying attention, Pinkie had slipped her hand into Rarity's pink panties.

Ceasing the opportunity, Pinkie broke free of Rarity's grasp (with a little pain from some of her hair being pulled out) and dropped her bombastic breasts on Rarity's face, squishing her between them and the pillows. Gripping Rarity's wrists, she slammed them down on each side of her and pinned her legs with her own.

"How you gonna -pant- get out of this one Rarie? I was gonna take it slow, but noooooo. You had to go and put me in a tit-lock! Nighty night, but don't worry, I won't bite... -giggles- much."

"Well Rarity, you did good, but I guess it was inevitable, that earth pony strength is un-matched, but perhaps when I wake up, I can have a go at Fluttershy or Twilight...they...they.." this was all thought in Rarity's head, but now, she gave one final, cute, muffled sigh, Pinkie had won the match, and was open to have her way with her.

Just as she was coming to, Rarity felt arms wrapped under her thighs, her legs were spread wide. She looked down with blurred vision at the pink pony whose face was between her legs.

"Geeze, Rarey. I thought you'd never wake up!" Pinkie said with a huge innocent smile, her cheeks flushed red. Rarity moaned as she tried to move her hand to rub her face, only to find it handcuffed to the head board.

"Huh? What’s going on?" she asked looking at the fuzzy cuffs.

"You lost, that's what! And until I say so, you're mine. It’s time we kick this party up a notch!" Pinkie licked her lips.

"O-oh, my." Rarity's eyes went wide as The pink party pony inched her cute snout closer to Rarity's still somewhat soaked pink lower lips. She shivered, feeling Pinkie's hot breath against her as the pink pony began to lick the fur around Rarity's gorgeous entrance.

"Oh, unholy loose thread! Pinkie, darling, If y-you're going to do t-this, please don't tease me!" Rarity begged.

Pinkie stopped for a second. "Okay, would you rather me do..... This!?" Pinkie thrusted her two fingers into Rarity"s soaked cunt.

The fashion mare screamed, back arching hard, feeling Pinkies fingers deeply penetrate her. The pink party pony quickly worked her fingers in and out of the fashion pony, quickly driving her over the edge. Rarity could feel her orgasm approaching fast.

"Ahh, hah, ahh! P-pinkie! -Ahh-"

"Nope, can't let you do that just yet." Pinkie said as she pulled her fingers from Rarity's slick entrance, covered in her love juices.

Rarity was hating quite a bit of this. Just as she was going to release her love juices, Pinkie took it away. In addition, the lipstick and masquere was gone, more than likely taken off by the best partier in Equestria "Ha..Puh-Pinkie… are the cuffs truly necessary?" she asked, squirming with those cuffs on her hands, she kicked her heavenly legs, her crotch and thighs caked with her love juice.

"Of course they are, silly! I don't want my present to get away! Plus, I think you're super, duper cute when you're helpless. Ha, not even You're little dwaggy, Barb can save you!" Pinkie monologued as held Rarity's knees in place. She leaned forward, placing her tongue at the base of Rarity's soaked lips and dragged it across the sensitive flesh to her clit, swirling her tongue around it. Rarity gave a shaky moan from this less aggressive affection, glad that Pinkie calmed down for the time being.

Rarity had begun to relax when Pinkie slithered her sweets-loving tongue into her deep crevice, making her scream and moan as Pinkie's tongue swirled in circles.

Rarity gently wrapped her thighs around Pinkie's head, pushing her swollen and now wetted marehood against Pinkie Pie's mouth. She shivered and drooled in pleasure, dripping down her mouth and onto the mattress "Oh-oh Pin… Pin-Pinkie! TAKE ME!" She begged, thrusting her lower half against Pinkie's snout.

Pinkie, enjoying every second of it, slurping up Rarity's love juices and at the same time continued to swirl her tongue against all the sensitive spots she could find. She placed her pink lips to Rarity's swollen lower ones as she French kissed them, until....

"Ah, Pinkie! Ahh! I'm C-CUMMING!" Rarity screamed as Pinkie felt her inner walls constrict around her tongue. Juices overflowed from her deep crevice, spilling into the pink pony's open mouth and Pinkie gladly licked up every delicious morsel until all that was left was one panting Rarity.

"Mmm, you taste like vanilla icing!" Pinkie said, licking her lips.

Alright! There’s that! I really hope everypony likes this. I admit, it was a lot of fun to write and it really messed with my brain when I was trying to convert it from an RP to a fic, but I think it came out nicely.

Twi vs Trixie

At the same bar, a sign stood out in front of a door saying "Looking for mares to defeat and humiliate" upon closer inspection the room on the inside was like a private bathhouse, and sitting in a chair overlooking the pool, which at the moment was filled with smooth and exotic night jasmine body oil, the overseer in question sat beside a mirror, taking in her glossey light blue coat and shimmering silver mane, then to her purple one piece bikini, the top barely containing her great and powerful breasts, this was the domain of the GREAT AND POWERFUL..TRIXIE!

Princess Twilight Sparkle was already there, helping Rarity recuperate from her fight with Pinkie when, of all ponies Trixie walked in.

Placing a hand on her hip, she looked directly at Twilight as the purple alicorn uncuffed Rarity.

"Who shall challenge the great and powerful Trixie!?"

Twilight looked up to see her Trixie standing in the door way. She narrowed her eyes at the light blue trixter. Twilight was wearing a partial transparent bra that looked like it was half a size from ripping in two and with matching transparent panties. Her princess cuffs glistened on her wrists and ankles and her tiara with a representation of her cutie mark on the tip, a matching collar sat around her neck. Her straightened black and purple mane draped over her shoulders, the front cut short over her eyes, her newly elongated horn stuck out from it "Trixie!?" Twilight gasped in surprise, wings sticking straight out.

"Ah, If it isn't Twilight Sparkle. Or, should Trixie say, 'Princess'."

Twilight stared at the show pony that had publicly humiliated her and her friends. The last time she had seen Trixie was when she had attacked Ponyville with the alicorn amulet.

"W-why are you here?"

"The great and powerful Trixie doesn't need to explain herself." She turned up her nose, curling a strand of her shimmering blue mane around her finger.

Trixie had just disrespected one of the newest princesses in Equestria and Twilight has no tolerance for disrespect.

Twilight gritted her teeth. "FINE! I guess I'll have to beat it out of you!"

"Now that's more like it! The great and powerful Trixie will run you into the box spring!"

"I'd like to see you try!”

"Why not make things interesting? Loser must serve the other for..AN ENTIRE WEEK HAHAHA" Trixie laughed evily, then crawled up onto a mattress with a silver bed sheet on top of it.

An angry growl escaped Twilight before she threw herself at Trixie, using her wings to propel herself faster.

"Eeep!" was all the light blue unicorn could say before she was tackled onto the bed, causing the box spring to groan loudly in protest. Twilight pinned Trixie's torso to the bed with her own.

"How dare you attack the great and powerful Trixie without warn-!" she tried to say before she was cut off when Twilight roughly placed her lips against Trixie's. Her eyes went wide at this random show of affection as the princess invaded her mouth, wrestling with her tongue. Trixie moaned into her mouth as Twilight began rubbing her D's against Trixie's.

Trixie lapped at her tongue, tasting royalty for the first time sure was something, she eagerly wrapped her arms around her back, then began to sensually stroke her wings, her fingers smooth and without void of calluses.

A shiver ran down Twi's back as Trixie caressed her wings with her soft hands. Before she knew what was happening, she felt herself flip over onto her back with Trixie on top of her. Twilight's wings were still spread as Trixie continued to massage the muscles.

Twilight had never felt anything like this before, sure she’s had her wings groomed, but nothing like this.

Trixie broke the kiss and moved slowly to Twi's ear. "Just think, when the great and powerful Trixie makes you fall asleep, You will be Trixie’s new slave for a week and the great and powerful Trixie will be your princess." Trixie said with a soft giggle.

Twilight struggled under the light blue pony's grasp, but with her holding her wings down..... She was helpless.

"Worry not Twilight Sparkle, for Trixie is and will be a loving mistress, you shall worship Trixies flank, Trixies breasts, and of course her wings, of which she shall recieve when she gives them to me" Trixie gave her another quick smooch before blaizing a trail of kisses down to her chest, seeing her middle bra strap, she bit down on and tugged on it, before hearing a satisfying SNAP! She then nosed away the bra, leaning down, she pushed her tongue out to her nipple, but pulled away at the last second, looking at her with sinister smirk.

"Does Trixie really intend to force me to use Starswirl's alicorn spell on her?" Twilight thought as Trixie began to lick around her areola, making Twilight moan. She lied her hand on the back of Trixie's head as she

began to suck her soft nipple. Then before she could fight back, Twilight forced Trixie's snout against her breast, smothering her.

Trixie flailed, trying any way she could think of to get loose.

"You will be my princess, but not in the way you might think."

Twilight wrapped her legs around Trixie's waist, grabbing her arms she rolled back on top of the show pony. Trixie looked up at the princess in surprise as Twilight hooked her horn under each of her one pieces straps and yanked, snapping them. She leaned forward and grabbed the top with her teeth and slid it off of her relatively large breasts. Twilight licked the freshly groomed fur on her chest, making it stick strait up.

"I'm going to take this slow. I want to really enjoy beating you for the third time in a row."

Twilight gave the scariest rape face Trixie had ever seen. She reached down and with the sharp end of her cuff, ripped the stretchable fabric of the bathing suit until Twilight could just peel it off of her perfectly groomed fur, exposing the almost perfect curves of her body. "Oh, my, You'll be a perfect subject."

"T-the great and powerful Trixie will not be beaten so easily!" Trixie yelled as Twilight looked back up at her.

"I'll be glad to prove you wrong, my sweet phony."

Trixie's eyes narrowed. "You dare call Trixie -ahh-!" She tried to say before Twilight silenced her with a lick across her horns surface from base to tip.

Trixie shivered as the teasing hornjob was really starting to turn her on, a fiery burning in her loins, racking her brain for things to do, she focused and summoned enough magic to fling a blanket at her, hoping this would give her time to buck her off.

"Oh, no you don't!" Twilight said before putting the tip of the horn in her maw, having seen the blue aurora start to form around Trixie's horn.

Trixie moaned loudly as the pleasure sapped at her magic strength, rendering it next to useless as Twilight sunk further down on her horn, tilting her head to increase the friction. The show pony screamed, feeling Twilight's two fingers penetrate her great and powerful marehood.

Trixie gritted her teeth, she then balled up her fist and struck her right in the kidney, once, twice, a third time, enough times to knock her away, at that point, she leaped up and pinned her wings down with her hands while dropping her great and powerful breasts on Twi's face "Stay still lapdog of Celestia!"

The pain from when Trixie had punched her had begun to recede as Twilight lay pinned under Trixie's breasts. Out of sheer anger, she kneed Trixie as hard as she could in her bare crotch, hitting her clit directly. Trixie screamed in pain from the jarring contact then reeled over Twilight's head, coughing. "WHO THE HELL ARE YOU CALLING A LAPDOG!?" Twilight screamed, reaching up and grabbing her horn. With a firm grip of Trixie's horn, Twilight threw the show pony against the head board and pinned her there.

"Let me tell you something, I'v had it to the tip of my horn with your shenanigans. I'v been holding back, because I'm not a rule breaker, like you. My brother is the royal captain of the guard and he’s taught me a few things, like how sensitive a horn is to pain." Twilight whispered into Trixie's ear as she tightened her grip on Trixie's horn.

Trixie gritted her teeth as tears formed in her eyes.

"How great and powerful are you now, Trixie? You're completely immobilized."

Twilight's horn lit up with her purple aurora and a cuff of the same color wrapped around Trixie's free hand and it slammed against the wood of the head board. Twilight pinned the show pony's legs with her knees.

"Until what I'm going to do to you makes you pass out, I get to do whatever I want, so long as you can't get me off." Twilight said with a sinister smile. "You'v been a bad girl, Trixie.... Punishment time."

Trixie looked at her in fear, she gulped nervously and tried to reason as best she could "C-come on Twilight..T-trixie was only trying to get you off of her, I was beginning to blackout… l-let go of Trixie… Let go of my horn!" she used what feeble reserve magic she had to try and push twi away.

"Not going to happen." Twilight said, pushing her fingers further into Trixie's marehood. The show pony's inner walls milked around her fingers as Trixie screamed in pleasure, her magic reserves gone.

"You are too -moan- powerful for the g-great and powerful Trixie! Puh-please Twilight! Stop Trixie is worthless compared to you! You dwarf her in everything! Please!" she then said in a much lower voice "I-im still a virgin"

Twilight stopped in her tracks, eyes wide. "Y-you're a virgin? There's no way. You're screwing with me." She slowly slipped her fingers out of Trixie's slickened marehood. Twilight couldn't beleive it, but her face told the whole story.

Trixie is a virgin and the thought hit Twilight like a train.

The whole room not but a few moments ago was echoing the sounds of sex and dominance, but it only took four words to suck the lust out and replace it with an awkward silence, Trixie's face was beet red "I-I can’t compete against you Princess Twilight… The only thing I’m worthy of being is beneath you as a slave."

Trixie looked away from the princess, her entire face flushed.

Placing a hand under her chin, Twilight made Trixie look into her compassionate deep purple eyes. "There's no reason to be ashamed to be a virgin."

"Don't look at Trixie like that! You don't mean what you say!" A tear ran down her cheek. "Nopony respects Trixie, even before I became great and powerful. I'm just a show pony! Probably not even worthy of being beneath you! You're a princess! Trixie is a nopony." A trail of tears began from her other eye. "Just take your reward and -mmmm-"

Twilight silenced Trixie with a passionate kiss on her open mouth, tonguing the inside of her maw.

Trixie halfheartedly struggled beneath Twilight as she felt the princess' tongue wiggle in her maw, but slowly, the show pony began to relax against the head board, tilting her head to the side to let Twilight push further into the kiss, tangling her royal tongue with Trixie's, enjoying every second of this new affection.

Twilight released Trixie's wrists and horn and placed a hand on Trixie's cheek and the other on her bare breast. Trixie wrapped her now-fee arms around Twilight's mid section, pulling her closer against Trixie's bare body.

Twilight broke the kiss, but stayed an inch from the show pony's snout, looking into her sparkling blue eyes. "You're not worthless, at least not to me. And, I am going to have you, but not as a slave..... -giggles- Unless you like that." Twilight licked the end Trixie's snout seductively.

"The thought has entertained Tri.." she sighed, ready to put the show speak away for now "There is nothing I want to be more than your slave, I want to be yours to command… Order… And pu-punish."

"In that case, you'll be needing this." Twilight's horn lit up with her purple aurora as a black and purple studded collar formed around Trixie's neck. "You know, you look good in purple." Twilight said, licking her lips. "Now, undress me, slave."

Trixie reached up and undid the front clip on Twilight's bra. The piece of clothing fell from her body onto the bed, exposing her succulent D's. Her mouth watered at the sight of the princess' royal body as she reached down and grabbed her black, partly transparent panties, yanking on them until the thin material tore away in her hand.

Trixie gasped at the sight of Twilight's moistened pink flesh.

"If I may have your permission to taste your royal marehood?" she would ask looking up at her with a face of innocents, obscuring a kinky, clouded mind.

Some of her friends came to watch and where most silently watched in awe and disbelief, Rainbow Dash vocalized it "Twi, what the hay are you doing with HER?!"

Twilight looked over at the rainbow maned Pegasus.

Twilight had already positioned herself for her new slave. Trixie's head was between the princess' legs, arms hooked under her thighs. "She’s my new slave. I'm also kinda glad you weren't here to see the fight." Twilight scratched the back of her head with an embarrassed look on her face.

"But, why her? She’s been nothi-" Rainbow tried to say before she was cut off by Twilight's screams of pleasure as Trixie thrusted her tongue into Twilight's moist marehood, swirling its slimy surface across her convulsing inner walls.

Twilight's hands found a way to the back of the show pony's head, gripping her soft light blue mane as Trixie sucked against her puffy pink lips.

Twilight bucked and screamed as she was eaten out, her eyes clamped shut. Tears of helpless pleasure formed in her eyes.

Trixie continued to eat her out, lapping every bit of loose pink flesh, you could easily hear the licking and sucking, Twilight howling in glee, the former great and powerful magician then reached down and stroke her own hungry marehood with her left hand.

Twilight lifted her hips up towards the show pony, grinding her soaked entrance against Trixie's soft lips.

"Oh, T-trixie! You are -moan- great and -pant- powerful!" Twilight gripped Trixie's horn lightly and began to slowly stroke her hand up and down the smooth surface of the magic focal point, making her moan with pleasure into Twilight's marehood as the princess felt her orgasm quickly approaching.

Twilight increased her pace on Trixie's horn, exited by the squeaks and moans she makes.

"T-trix, I-i'm so -moan- close! Don't s-stop!"

Trixie didn't want the moment to end so soon, so she pulled her tongue from the depths of Twilight's wet cunt, licking along the puffy lips, to her delicious clit, swirlig her tongue around the pink pearl. Trixie giggled as she received an array of sounds from the purple alicorn, but then Trixie began to lose herself as she felt her horn begin to grow warm and tingly as it sent her the sensations of a stallion orgasm. She moaned loudly against Twilight's warm sex as she felt her magic spurt from the tip of her horn, spewing magic spunk all over Twilight, who gladly licked it from her fingers in between moans.

"F-finish me, Trix! D-do it!" Twilight moaned out.

Trixie would do so, trying to finish and please her mistress, she actually felt lightheaded from the horngasm, she didn’t mind, however as she was face-fucked by twilight, all of her haughtiness gone and now replaced by humble servitude, she wondered just what her new mistress had in store for her over these next few days.

Twilight's screams filled the room as her inner walls squeezed around Trixie's wonderful tongue as the princess orgasmed onto the face of her willing slave. "AHH- Tr-tri-xie!" She screamed, gripping the mane of the show pony as she licked the sweet juices from Twilight's freshly eaten marehood. Twilight's dazed mind almost could't process what the show pony was saying to her through the sweet estrogen induced euphoria.

"Was that satisfying, mistress?" Trixie asked in a seductive tone.

"M-more than."

Trixie ran her fingers across Twilight's over sensitive lips, enjoying the high pitched moans that escaped her princess. "What do you say, I get a reward?" She dragged her tongue across Twilight's neck. Twilight bit her lip as Trixie nipped her neck.

"R-roll over." Twi demanded.

"Mmm, yes mistress." Trixie complied, doing exactly as she was told as Twilight spread the show pony's legs wide enough to slide herself in between them, straddling Trixie beneath her. Both ponies gasped at the contact of each others moist mounds sliding against each other as Twilight began to gyrate. not even missing a beat, she leaned forward and kissed Trixie, while fondling the blue pony's soft breasts. Trixie’s already soaked mound was now leaking like a broken faucet, when Twi's own made contact, Trixie loved the tribalism, she would grind and hump with equal gusto against the princesses own. She now only made hot moans and groans. She locked lips with Twi, pouring her passion into every bit of the sultry kiss

Twilight gyrated firmly against Trixie, moaning into the show pony as her pace increased, driving both mares over the edge. Trixie did the best she could to buck into the sexy princess on top of her, but there was only so much she could do in her tight grasp. But, by Celestia, she needed this!

Twilight broke the kiss, leaving trixie to whine from the lack of contact, but was quickly satisfied again as she felt Twilight's tongue lick the base of her horn. Trixie shook with pleasure beneath the princess, making the purple pony giggle.

"T-twilight -ahh- I-i think I -ohh- L-love you!"

Twilight didn't reply, but instead, took Trixie’s horn into her maw, swirling her tongue around its smooth surface. The show pony's moans increased as she felt her orgasm approaching fast as Twilight's movements quickened.

In Trixie's pleasure-blurred mind, her surprise from her 'I think I love you' outburst, hadn't even penetrated the wall of pleasure that kept her from rational thought as the life was pounded out of her by the lavender alicorn. The pleasure the show pony felt from both of the most sensitive areas of her body was over whelming.

The pressure in the crown of her head increased lustfully as Twilight's tongue worked mercilessly around the light blue pony's horn, quickly driving her over the edge. The clits of both the mares worked roughly around each other, making Trixie moan loudly in slight pleasureful pain whenever Twilight hit a tender spot.

Trixie reached down with both hands and rubbed Twilight's cutie marks. (a sensitive spot she was all but too familiar with(from times she spent alone in the shower -snicker-("Guilty!" -points at Trixie-)))

The show pony herd Twilight's muffled moans from around her horn. She was close. Trixie could feel it in her quickened movements as Trixie felt her own horn/orgasm approaching almost too fast. "Oh, T-twi, baby! I-i'm -ahh- s-so close! F-for -moan- the love o-of Celestia! D-don't stop!" Trixie screamed.

Twilight had no intentions of stopping. She wanted to cum just as badly as her willing slave. She noticed Trixie's back arching further as her high pitched moans and squeaks grew louder. Twilight knew she Trixie was closer than she was letting on. Twilight's movements shifted into more… Rough ones with only regards for her own comfort as she pounded the show pony in a desperate attempt to get the her to cum, hitting every tender spot she had discovered.

"AAAAhhhhh!" Trixie cried out in slight pain. "Oh, yeeessss! I-it hurts -ahh- so g-good! P-punish me more, m-mistress!"

A devious grin inched its way across the alicorn's lips as she pulled back a little from the horn she had been ever so tirelessly working her maw around and without a second thought, bit down on the tip and flicked her tongue across what was left sticking through her teeth.

Trixie lost it right then. "Oh, ahh, T-twi, Ahhh, Ahhhhh, Ahhhhhh!..... T-twilight! AAAHHHHHH!"

She felt her inner muscles tense and constrict around the member that wasn't there as her love juices spilled out of her onto the princesses wet sex as the simulation of a male-gasm enveloped her horn, spurting magic into Twilight's over eager maw. A little of the sweet liquids escaping from the corners of her mouth, dripping into the screaming unicorn's wide open maw. The lustful screams of her new toy drove Twilight the rest of the way over the cliff.

Her screams muffled a little by the horn that was still part way into her maw. Her own muscles tightened around the male organ that wasn't there as warm liquids poured from her convulsing cunt onto the mare beneath her and onto the bed sheets.

Unexpectant on how hard her orgasm would be, Twilight fell over off the show pony, almost passing out. Trixie rolled over and snuggled against the princess, wrapping her arms around her shoulders.

"I-i love you too." Twilight said in a weak voice before the clutches of sleep over whelmed the two mares.

Barb vs Scootaloo

First person Barb (r63 Spike):

I was walking through the orchard of sweet apple acres, a fresh green, half eaten apple held in my claw. I swished my tail from side to side as I hummed a catchy tune that I had picked up from Vinyl on my way here. The CMC had invited me to hang out for a while and I didn't really have anything better to do, considering Twilight stayed in Canterlot most of the time now.

I froze when I heard a sharp snap to my right. I glanced over that way, only to find nopony there. "Hmm..." I continued walking, when out of the blue came a flash of orange and I was tackled to the ground, making me lose my apple.

I looked up from the ground at an orange pegasus mare with a light purple mane and tail that had pinned me. She was wearing a pair of blue and yellow wonder bolts track shorts and a white sports bra, covering her curvy body and relatively large breasts. She smiled down at me. “Hay, Barb! Glad you could make it!”

I giggled, realizing I had been tackled by Scootaloo. “Hay, Scoots. How ya been?” I asked. A light blush warmed my cheeks as her eyes traced my slender form. I was skinnier than her and my breasts weren’t as big but nopony ever complained about it. I was wearing my bright green two piece swimsuit, because I was planning on asking the CMC to join me at the hot springs.

“Been doing good… You look really cute in that swimsuit, you know.” She said, running a finger over my rough, but smooth scales and also my leathery wings, making me shiver and moan.

“S-Scoots… Mmmm… W-what are you d-doing?” I gasped, trying to wiggle free from her.

“Oh, cool it, Barb. I’m just teasing.” She replied and pulled back from my sensitive spots. “So, what did ya feel like doing?”

I blushed again. “Well… I kinda wanted to go to the hot springs.”

“That sounds very relaxing. Oh, Bloom and Bell said they’ll catch up with us later, saying something about getting some errands done.” She said with a shrug.

“That’s all right. We should go on ahead.”

Scootaloo nodded and helped me to my feet. We then took off into the air towards the hot springs.

At the springs:

A relaxed sigh escaped me as I lowered myself into the hot, steamy water, letting the warmth relax me. I stretched out my wings to let the warmth seep into the membranes. “Dear Celestia… I needed this…” I moaned as I sunk chest deep.

Scootaloo, who was now wearing a black sling bikini, slowly lowered herself into the water, letting her body and wings relax. “So, how’s that new Canterlot wrestling club like, Barb? I hear you’re a minor league contender now.”

I closed my eyes and enjoyed the comforting warmth of the spring. “It’s going great, actually. I haven’t really had the time to compete much, but all things considered, my win/lose ratio is in the positive.” I said as I sunk lower into the water until only my head stuck out above the surface. “Mmm… You should try out… You’d be great, what with your sexy, athletic body? Not only might you win, but you’d catch a few looks.”

“Well… Ya know, I bet we could have a little match right now. I bet that dragon tongue of yours does wonders.” She replied with a smile, tenderly brushing her fingers over my head scales, making me shiver a little.

I cracked one eye open, gazing at the orange mare. A light blush warmed my cheeks again. “You have no idea.” I said, licking my lips, before letting out a deep, satisfied sigh. “Alright… I pick the place.” I then glanced over at the shower house at the edge of the springs.

She obviously followed my gaze, because she replied with. “Showers, eh? I like where your scaly heads at.”

“You’ll like it even more when I get it between your sexy legs.” I said as I pulled myself out of the warm water, but still leaving my clawed feet in the water. I leaned back on my hands and gazed seductively down at Scootaloo, eyes half closed with a sly grin on my lips.

I watched as she pulled herself out as well, her soaked fur stuck to her, showing just how muscular she really was. She then walked towards the shower house swinging her hips, as if to tease me.

I quickly stood as well and followed her.

“Ok… So what happens to the loser after this?” Scoots asked as she turned the water on. The shower head shot warm water from it and soon became wonderfully hot, making steam billow up around us.

I had to think about that for a moment as I let Scootaloo adjust the temperature to a comfortable level. Hmmm… How about, if I win, you have to go on a date with me… A date of my choice.” I said with a sly smile as I slowly walked up to her and finger down her chest and between her breasts. “And… Later that night, I get to make sweet, passionate love with you.” I whispered, giggling. Yeah, I guess I’v always had a thing for Scoots, but this was the first time I had ever shown it. Leave it to a wrestling match to bring it out.

“Ok… And if I win, you have to give me an hour of lustful pleasure, making me cum, after cum, after cum!” She replied, smiling at me.

I licked my lips. “Deal… I’ll just make sure to clean you good first, just in case I lose.”

We then locked the door, only us inside…

As soon as we stepped beneath the comforting spray of warm water, I grabbed Scoot’s shoulder, spun her around to face me, before thrusting my lips against her own, surprising her. I then forced her against the wall beneath the shower head, prying her lips open with my serpentine tongue. I brought my slender tail around and wrapped it behind the Pegasus, slithering it up her back and hooking the spaded tip under her bra strap, before snapping it with one swift movement, leaving it only supported by my breasts.

Scoot’s eyes went wide as I got her nearly topless. She struggled in my grip, attempting to wiggle free. She soon began to deliver the kiss back, sucking on my ling tongue as I coiled it around her own. I didn’t even notice her hands moving down my form until I felt a hard slap on my ass.

I stifled a pleasured gasp and only pushed deeper into the kiss. I hungrily ripped the bra away and grabbed a breast in each hand, lightly caressing them. My tail slowly rubbed along the base of her wing, tracing the sensitive feathers. I closed my eyes as I enjoyed the taste of my opponent.

My eyes snapped open as I felt her grip my tail then shove me off of her. I stumbled back, wincing as I felt my bra break away in Scootaloo’s grip, exposing my Cs. My sensitive nipples were tender and erect, covered in water and sweat. The water beaded up on the flesh around my succulent nipples. I then moaned as I felt the warmth of her tongue glide across my smooth tail tip. My wings stiffened from the stimulation.

She then let go of my tail, licking her lips, before leaping at me.

I was already off balance as it was, so when Scoots tackled me, I fell flat on my back beneath the weight of the mare. The water that had built up on the floor splashed all over us, not that I wasn’t already wet and I don’t mean from the shower. I gazed up at the orange Pegasus as she pinned me to the floor.

I then did something very rash… I decided to taunt her. “So… You caught me… Now what are you gonna do with me.” I asked in my most seductive voice.

“Do to you? Oh, I have a few things in mind. She replied, before grabbing me by my head spines and forcing my face between her succulent tits.

I licked between Scootaloo’s breasts as I slowly slithered my tail around and hooked the spaded tip under the strap of her panties and yanked until it snapped, exposing her soaked goods. I then began to rub its smooth surface across her tender folds.

Scoots stiffened against me, moaning as she tried to keep me still, but the water was making it hard for her as I continuously nearly wiggled free.

I let out a muffled squeak as I felt the unexpected sting of a swat across my thigh. I reached up with both hands and gripped her ass tightly, before shoving my tail between her puffy, pink lower lips, feeling the inner muscles milk at it.

A pleasured wail escaped from her as I pushed deeper. She then looked down at me, before suddenly shoving her lips against mine in a lusty, lewd kiss. I moaned into the kiss as I began to pump my tail in and out of Scoot’s body. Her love juices mixed with water ran down my tail as she began to buck and grind up and down my tail, as if I was a stallion. I then flipped the both of us over to where I was on top. I slowly reached down and hooked my claw under the strap of my thong and snapped the elastic with one tug. I then settled myself down on the underside of my own tail, the smooth flesh rubbed against my own wet cunt, making me moan with every thrust into Scootaloo's tight cunt.

She broke the kiss lied her head back, moaning and groaning in ecstasy. She was about to explode. I could feel it in the way her muscles milked at my tail.

I groaned with every thrust as I began to feel my own orgasm approach. Both our fluids mixed into one slick liquid on my tails smooth surface, slicking both our entrances. My tongue hung out of the side of my maw as my thrusts became stronger and more needy. "Oh, by the power of Celestia... You feel wonderful, Scootaloo."

“A-and you too! Oh, L-Luna! Ahhh!” Scootaloo screamed as she reached her climax, spewing her sweet love liquids all over my tail.

I hit my own orgasm only a second after hers. My body stiffened as I screamed from the height of the pleasure. My own love liquids exploded from my soaked pussy and mixed with hers, before washing down the drain.

Scoots slowly looked up at me, panting. “L-looks like… -pant- I’m your new lover, Barb… -pant- And I sure am glad.”

I weakly smiled down at her. “You and me both, hun… But don’t worry… I won’t displease you.” I said as I leaned down and kissed her, gently pulling my tail out of her soaked marehood.

RD vs LD

“Hay!” Lightning Dust cried as she and her former friend were shoved into a cage made of thunder clouds by their commanding officer, Spitfire. Lightning leaped to her hooves and ran to the edge of the cage, gripping the bars as the orange Pegasus was walking away. “Spitfire! You can’t just leave me in here with this rainbow bitch!” She shouted at her, but the mare just ignored her and walked out. “Spitfire! Get your ass back here! Damn you!” She then spun around, pressing herself back against the bars of the cage, and faced Rainbow, gritting her teeth at the rainbow maned mare.

Rainbow was wearing her wonderbolts flight suit. “You better pray to Celestia that I don’t snap you in two for calling me a bitch, Lightning cunt!” RD shot back, before leaping at Lightning with her wings outstretched.

Lightning, who was wearing the same exact outfit as Rainbow, braced herself as the mare slammed into her, knocking her up against the bars. “Agh! I’m gonna ram you into the ground, you little lesbian!” LD yelled, kicking Rainbow off and pouncing her to the floor, pinning her with her legs spread.

Lightning cried out when she felt RD yank hard on her mane. “Ah! My mane! You dirty, cheating bitch! Why did I ever like you in the first place!?” She reached down and roughly grouped the cyan mares breasts, squeezing them in her hands. “Mmmm, you feel perky.”

Dash groaned as her breasts were mashed and grouped, biting her lip. Quickly regaining her bearings, Rainbow threw up her elbow and slammed it into LD’s right cheek.

Suddenly, Dust found herself looking to her left. A dull pain throbbed in her cheek. She slowly turned back to face her opponent. “Did you just bucking hit me, fruit loop?” She grabbed RD’s shoulders, yanked the mare up towards her, and skull bashed her, not hard enough to knock her out, but just enough to daze her.

Dash fell back, seeing stars as LD began to slide the cyan mares uniform off her breasts. Rainbow’s soft, perky tits jiggled out when the stretchy fabric was pulled away, exposing them to the dominant mare as she ran her tongue over her lips at the sight. “Mmmm… I’v always wanted to taste the rainbow.” She said, before dragging her soft tongue across one of the tender nipples. The salty, sweaty taste making her shiver with lust.

Dash blushed, feeling the hot pleasure seep into her body. She then reached up and grabbed Lightning by her own breasts, sinking her nails in, trying to tear off the top to her uniform.

“Owowowowow!” Lightning Dust pulled back and jumped off of Rainbow, making the top come off in her grip. She looked down at her breasts to find that there were ten, quite clear red finger nail imprints on them. “Jeez, if you wanted me naked, you shoulda just asked.”

“And you’re the one that calls me a lesbian? Figures you would bend over for any mare.” Dash said coldly as she stood, taking her opponent in for the first time, stopping as she realized Dust’s breasts were bigger than hers.

“At least I didn’t let a griffin beak-buck me.” She shot back with a teasing grin, crossing her arms under her larger breasts, making them look a bit perkier after seeing RD’s reaction to seeing them.

I-I.. What!? No way!” She defended, flustered with embarrassment.

Her grin widened. “Deny it all you want. I know what you and that Guilda had. She was better and stronger than you and she let you know it with every inch of your cute body.”

“A-at least I don’t sexually harass my commanding officer!” Rainbow exclaimed, before leaping at LD and knocking her to the ground, pinning her with her arms above her head.

“Sexually harass!? I think you got your shit backwards! She was hitting on me sense day one! And now with you getting in the way, she’s forgetting about me!” She yelled back as she struggled to break free, but to no avail. Her arms were extended enough to where it required more strength than she had to force the mare off.

“Aww. Look at you… Beneath me… You’re nothing and Spitfire would only get in bed with you just out of sorrow for you.”

Lightning grit her teeth. “I clopped to seeing you get dominated by Guilda.”

“I WAS NOT DOMINATED!” She yelled out, clearly hurt by the idea. Her whole body shook with rage.

“Prove it! Show me what you really are!” Lightning yelled back, struggling harder. She broke her right arm free and grabbed Rainbow’s breast, making the cyan mare cry out in ecstasy. Lightning then tore her other hand from the other mares grasp and ripped off the rest of Rainbow’s flight suit, before reaching down between her legs. She rubbed her fingers over wet, sensitive lower lips, chuckling as RD visibly shivered from the touch. “Common! You’re making me look like I’m right!”

Dash’s inner thighs slick with warm pre juices, the soft fingering compounding the problem. She tried using her wings to fly away from LD, but they were stiffening too fast under the forced pleasuring. “L-let g-go –uhhh- of m-me, you weak –mmm- b-bitch.”

Lightning Dust pushed the cyan mare off of her and pinned her to the floor again, continuing to rub her puffy, pink lips. She leaned down and whispered into her ear. “See? I knew you liked to be dominated, Rainbow Dash… You act like you’re all tuff but you’re just a little bitch… My little bitch.” She said, before sticking her tongue into Rainbow’s ear and pushing her middle finger into the mares soaked pussy at the same time.

“Mmm! Gah-ah! S-stop it, you bi-GAHHH!” The hot cries of the cyan lesbian were heard all around, her pussy watered and flowed free as she felt her strength be sapped from her.

“Mmm… You like this, don’t you? You don’t want me to stop, do you? Don’t worry… I won’t ever stop. You’ll be mine to play with forever.” She said, before nipping Dash’s neck and trailing her tongue down her form, teasing her belly button on the way.

Rainbow whimpered and moaned as Dust teased her. She jumped and squeaked as she felt the light green mares tongue flick across her clit. Shivers ran down her spine from the pleasure. “Ahhh… L-Lightning…” She couldn’t control herself anymore. She needed Lightning and her body wasn’t going to take ‘no’ for an answer.

Lightning pulled her finger away from Rainbow’s dripping cunt and gripped a thigh in each hand, before dragging her tongue slowly across the puffy lips in a zig-zag. The cyan mares moans and groans giving her erotic fuel to continue. She pushed the tip of her tongue teasingly inside, before pulling it back out and nibbling on her clit.

Dash’s back arch, wings fluttering against the floor. She began fondling her breast with one hand and placed the on the back of Lightning Dust’s head as the green mare continued to tease her. She whimpered as her hips instinctively tried to buck up into her. “L-Lightning! P-please… -ahhh…- Don’t tease me!” She begged.

Lightning grabbed her rainbow tail and yanked on it, making Rainbow cry out. She then dug her tongue deep into Dash’s wanting marehood, swirling it inside of her.

Rainbow screamed in ecstasy as the Dust attacked the inside of her dripping cunt. She pulled the mare harder against her, attempting to get her tongue to go deeper, but not having much luck, because Lightning kept strictly to the more shallow, sensitive areas, making Rainbow crazy with lust.

Dust then pulled out, before wrapping her lips around the rainbow mares clit and sucking on it, while flicking her tongue across the sensitive pearl.

Dash lost it right then. Her body tensed up, inner muscles convulsing wildly as her climax hit. She screamed as her back arched hard. She pressed Dust’s snout hard against her wet lips, cuming all over her face.

She pulled away, licking the sweet mare cum off whatever parts of her lips she could reach, still leaving the rest of the fur around it dripping wet. “Mmmm… The sweet taste of victory… Never gets old.” She said as she stood and began to take off the rest of her flight suit, exposing her now dripping marehood. She then walked back over to Dash and settled on her knees on top of RD with her thighs on each side of the rainbow mares head, her needy lower lips an inch from her snout. “Your turn, my little fun pack of skittles.” She said while rubbing the back of Dash’s head and fondling one of her own breasts.

Rainbow stared at the puffy, pink lips for a moment, licking her lips. She then slowly parted her lips and dragged her tongue across the sensitive lips.

Lightning shivered and moaned from the contact. “Oh, sweet C-Celestia… -ahhh- Has it really been that long sense my last time?” She asked herself out loud.

At this, Rainbow began to lick the sensitive lips more thoroughly, trying not to miss anything. Lightning cried out in a bliss, grabbing Rainbow’s mane as her back arched hard. Her wings shout out to their full extent. Rainbow dug deeper with her tongue, swirling the muscle inside of the light green mare, while rubbing her upper lip against her clit, drawing out more moans.

“Mmmm… Yes! That’s it, Dashie! R-right there!” Lightning cried out in ecstasy, gripping Rainbow’s mane harder.

The cyan Pegasus doubled her efforts, attacking Lightning’s sensitive spots; everywhere that made the mare nearly scream, drinking every dribble of sweet nectar that leaked into her maw. The strong inner muscles milked at her tongue, trying to pull it in, but to no avail.

“What the hell’s going on in here!?” Spitfire’s commanding voice demanded from the door way, making both Lightning and Rainbow freeze.

Lightning slowly looked over at the commanding officer with a I-just-got-caught-with-my-hand-in-the-cookie-jar face. A weak smile spread across her lips. “Umm… Sportsmanship friendly bonding? Or something like that.”

The orange pegasus face-hoofed. (or palmed. It works both ways here.) “I told you two to work things out between teammates, not buck each others brains out. Now I’m gonna have to take time out of my schedule to teach you two a lesson in following orders.” She said as she walked up to the cloud cage and opened it, before walking in and locking them all inside. “ATTENTION!”

The two mares scrambled to their hooves and stood at attention.

Spitfire paced back and forth in front of the two naked mares. “You two have caused more than enough trouble within the time you have been here. Granted, you have broken several records, making you by-far the best candidates we’ve ever had. But your discipline is questionable and your teamwork is heart-breakingly insufficient. You have forced my hand. After this, you are required to be relived for the next day or so to recover. Am I clear?”

“Yes ma’am!” The two confirmed in union.

“Good.” She stopped between the two mares and, without warning, thrusted her middle fingers of each hand into their dripping cunts, forcing squeaks of surprise and pleasured moans from the pegasi. “For the next fifteen minutes, you’re both mine. Do I make myself clear?”

“Y-yes ma’am!” Lightning replied with a quick nod of her head.

“Yes m-ma’am!” Rainbow said shortly after.

Spitfire dominates

A slow, lusty smile spread across Spitfire's lips. "Now remove my uniform. You two have work to do." She said as she slipped her fingers out of Rainbow and Lightning's slick cunts, before bringing them up to her lips, where she licked them clean.

The two mares shivered at the sight of their commanding officer tasting their warm nectar.

Lightning was the first to snap out of shock and approach Spitfire. "P-permission to taste your lips as I carry out your order, Ma'am."

"Permission granted." Spitfire grabbed The green mare and yanked her closer, before locking lips with her. Lightning was shocked at the random show of affection, but soon snapped out of it, not wanting to upset Spitfire any more than she already had. She quickly began stripping the officer of her uniform, a more elaborate version of a Wonderbolts flight suit, reaching around behind her to unzip it. She then began to peel it from her toned body and exposed her plump melons.

Spitfire pried Lightning's lips apart with her tongue and forced the muscle inside of her maw, quickly finding it's counter part and began wrestling it into submission.

Rainbow Dash, finally shaking off her shock, strode up and began peeling the uniform the rest of the way off her body and discarded it.

Spitfire traced her hands down Lightning's body, before grabbing a handful of her ass in each hand, making the light green mare squeak into her maw as Lightning began groping her breasts and attempted to push deeper into the kiss.

Rainbow walked around behind the orange mare and softly began massaging the base of her wings, making them stiffen in her hands and making Spitfire moan loudly. "Oh, wow, Spitfire. You feel tense." She said as she rubbed her hands over the strong wings and shoulder muscles.

Spitfire broke the kiss with Lightning and turned her head back to look at the cyan mare. "Rub harder, little Dashie!" She ordered then turned back to Lightning. "And you! On your knees."

Trying not to smile at the officer, Dust slowly nodded her head and sunk to her knees. Spitfire's dripping cunt sat just a few inches from her watering maw and anxious tongue.

"I'm sure I don't have to tell you what's next, miss Dust." Spitfire said past moans of pleasure as Dash doubled her efforts on the officers sensitive wings.

“N-no ma’am!” Dust replied with a shake of her head, before licking her lips at the delectable treat before her. She then began to slowly close the gap between her and the moist lower lips, before lapping her tongue across them, making the officer moan loudly.

“T-that’s a good girl…” Spitfire moaned out as her hand found its way to the back of Lightning’s head.

The light green mare reached up and placed her thumbs on each side of Spitfires moist marehood and pulled the tender lips apart, exposing the sensitive pink flesh. She pushed her tongue inside and dragged it up towards her clit and flicked it across the delicate pearl, enticing a loud whimper. “S-stop teasing me, m-maggot!” Spitfire ordered, almost begged.

Rainbow had begun to massage lower on the officers back, slowly inching toward her ferm buttox, before grabbing a hand full of her ass in each hand, making her groan. Spitfire reached around her back and rubbed her hand across Rainbow’s dripping cunt as Lightning pushed her tongue deeper into the officer, swirling it inside of her.

Spitfire grabbed a handful of Dust’s mane as she was pleasured by the mare and sped up her fingering on Rainbow, making her whimper and moan loudly. “T-that’s it… Ohhhh... W-work for your dinner.” Spitfire said through moans. Her knees began to shake, threatening to buckle under her weight, but the officer hung strong.

Rainbow began to sink to her knees behind Spitfire, pulling the mares fingers out of her in the process. She dragged her tongue lower down her back, across the tender small, and down over one of her ass cheeks, before nipping at the flesh.

Spitfire flenched at the new sensation coming from her rear, while still enjoying the pleasure from her front and Lightning became purposefully sloppy against the soaked lower lips. “W-what are you doing back there, D-Dash?”

The cyan pegasus didn’t answer, but instead she spread the her ass cheeks apart and lapped at her sweaty anus, giving Spitfire her answer and twice the amount of pleasure.

“O~h! You kinky mare!” The orange pegasus cried as the two mares licked, penetrated, and pleasured both of her holes. She bit her lip as she began to feel the first signs of her oncoming climax, her body becoming even more sensitive to the touch. She reached around behind her and grabbed Rainbow’s mane as well, pulling her harder against her as well as pulling Dust against her crotch, forcing their lips to contact the entrances to her body.

Lightning, taking full advantage of the position, began to suck against the wet lips, thrusting her tongue in and out of them as Rainbow pushed her own tongue deeper inside of the mare.

“Oh dear C-Celestia! I’m gonna cum!” Spitfire cried as her inner walls clamped down on Lightning’s tongue and spewed her warm cum all in the mares waiting maw, where every bit, save for the bit that leaked out the side of her mouth, was swallowed. Her back arched hard as her orgasm racked her body, her wings painfully stiffening along with. Her knees finally gave out on her and she collapsed to them on the cloud floor between the two mares, panting.

They both licked their lips after the ordeal they had willingly put themselves through.

“Did that please you, ma’am?” Lightning spoke first.

“Did we perform exceptional teamwork?” Rainbow added.

Spitfire took a moment to catch her breath, before replying. “Y-yes… Most exceptionally… In fact… You two did so well… I’m promoting you as my left and right hand mares… Which means… All the benefits.”

The two pegasi's eyes grew wide. “What!?” They exclaimed in union.

“You heard me. You’re my permanent bitches.” Spitfire said with a huge, lusty smile towards the pair.

Battle of the OC's: Silver Mist vs Winter Ice

Trance strode up to the matted arena, swinging her hips as she walked. She was a dark purple alicorn mare, tall for her young age. Her mane and tail were a bright neon green with black stripes running through them. She wore a pair of ripped ass jeans and a belly shirt that could barely hold her breasts. She jumped up onto the side ropes and climbed over, before standing in the center of the arena and facing the crowd. "Mares and gentle colts! I welcome you to The Lusty Mare! This tournament will test the strengths and endurance of mares of several kinds. I, myself, will be participating! Today's contestants, please join me in the arena!"

Silver Mist, a young, shorter than average but VERY quick mare, jumped out into the arena. She wore a white hoodie and a pair of vinyl scratch panties. She galloped to the ring, her chest bouncing the whole time. She slid under the ropes and stood up next to Trance. She was silver colored with aqua hair that had white tips and was tied back, her tail the same.

"In this corner, we have Silver mist!" She gesture to the mare, the crowd cheering loudly.

Silver turns to the crowd and winked, then unzipped her hoodie and tossed it to them. She was wearing a light blue bikini top.

"Next, in the other corner, the challenger!" She pointed to the the doorway, where the other mare would soon emerge.

A very light blue mare walked into the arena. Her hair was a bright white with one dark blue streak on the left side. He hair was semi long and covered her left eye. Her attire included a purple tube top and purple leggings. She strutted up to the ring and climbed under the middle rope. She walked up and stood next to Trance, are they were about the same height.

Silver looked at Winter with a bit of intimidation, everything about Winter was larger, breasts, ass, height. She attempted not to show it her fear.

"Winter Ice!" Trance exclaimed as the other mare strode up and took her place. "These two are about to partake in one of the grandest of sports ever created! But first... There are some rules..."

Winter rolled her eyes at the word "rules"

"First off... Magic is limited in use. Advanced spells are grounds for instant elimination! Second! If blood is drawn, goodbye! If you put your opponent in a choke hold and she passes out, see ya! The first mare to reach her climax loses and is eliminated! The winner moves on to the next round, while the loser is forced to 'pleasure' the winner in front of everypony here!" Trance explained. A few whistles and cheers came from the crowd.

Almost all enthusiasm that Silver contained had drained out of her. She felt her legs shaking a small amount as she stared down at the ground, fearful of what Winter might do.

Winter just stared at Silver, completely emotionless. No fear, no enthusiasm, just the will to win.

"I hope nopony here is a virgin." Trance said with a evil giggle as she walked off the arena. "You may begin as soon as you're ready!"

Silver almost lst her balance at the first statement, she didn't know that applied here. She smiled sheepishly at Winter, who spat the floor of the ring and walked slowly and cautiously toward Silver.

Silver backed into the corner as the towering Winter approached.

Winter took in the moment, feeling the power of scaring another pony. She then lunged straight at Silver, attempting to grab her.

Silver screamed and jumped to the side, out of the way. Her hoof caught Winter's leggings and ripped them down the side, exposing part of her ass.

She hit the ground, her face turning red, but she shook her head and stood up, glaring angrily at Silver.

"um... Sorry?" Silver said quietly.

Winter grabbed Silver by the arm and swung her to the floor and stood over her, stunning the mare for a moment. She took advantage of the moment to pull off Silver's top. She then plowed her lips onto Silver's, immediately thrusting her tongue into her maw.

Silver was unsure how to react, it happened fast. She struggled for a moment trying to push Winter off, but she wasn't strong enough.

Winter resisted the struggling and planted herself firmly on top of Silver. She ran one hand down Silver's hip while the other stayed firmly against her neck, holding her, preventing her from squirming her head.

Silver slapped Winter's hand off of her, only to have Winter push herself harder onto Silver, making her almost completely immobile. She moaned to hopefully increase her pleasure.

Silver could feel herself getting wet, which was a bit awkward for her. She panicked and tried to look for a way out. Winter was pushing harder and harder and was working her hands lower and lower on Silver's body. But Silver had an idea and prayed it would work. She thrust herself upward and hers and Winter's still covered cunts slammed together.

Winter's eyes immediately shot open and was completely taken by surprise. The sudden pleasurable feeling made her almost jump off of Silver.

Silver felt Winter go weak and took the opportunity to throw her off.

She fell backwards onto her back and found herself to be in a daze. She attempted to get back up only to have Silver, without thinking, throw herself onto Winter and place one hand on Winter's shoulder and shoved her back down. The other caressing her rear ass.

"Hey hey! what the-" She was cut off when Silver put her lips onto Winter's, quieting her down. Before Winter could easily just throw her off, she used her free hand to pull down Winter's leggings. She then moved her hand to the front of Winter's body and slowly ran her fingers up and down Winter's slit, before pushing them inside.

Winter was suddenly overwhelmed with a wave of pleasure and arched her back. She couldn't find the strength to fight back, only submit.

Silver worked her tongue around inside Winter's maw. She took her hand off of the shoulder and used it to fondle Winter's breast. On the other hand, she worked her fingers in and out Winter's slit faster. She thought this may be too early, but her only chance was to make this over as fast as possible.

Winter was helpless, already feeling herself begin to build up. She suspected Silver may have found out that she came quickly, her only downfall. She tried to counter Silver, but couldn't reach Silver's crotch in her position.

Silver could feel it working, Winter's chest was rising higher and more frequently. She fingered harder and faster, hearing loud moans coming from the mare. She pulled her lips from Winter's away and shoved moved her face down between Winter's breasts, licking the fur between them. She actually cracked a smile because she knew that she just might win as Winter's moans became more profound, unable to help it help it. At this point fluids were pouring out of her. No one could see her smile, of course.

Winter's moans became small screams, getting louder and louder and her body heated up. She began sweating, her heart racing.

Silver worked harder, knowing from the signs she was close. Her hand was by now soaked in warm, sticky precum from Winter's wet pussy.

Winter concluded that she had lost, it was about to happen, she screamed loudly and it echoed throughout the arena. "I-I'm... I'M CUMIIIIIIIIIIIIIIIING! !" She cried as the juices shot out of her and all over Silver's hand and on the mats laid down on the ring.

Silver immediately jumped off of Winter an sat there, breathing heavily and exhausted. "I-I did it..." She panted out, wide-eyed.

Winter laid there for a few moments and finally gained the strength to sit up. She glared at the winner for a moment as boiling anger rose up through her. "Dammit!" She yelled and slammed her fist into the mat.

Silver scooted away quickly and leaned against the ropes. She had actually won. She couldn't believe it. It was an almost flawless victory.

"You know what to do next, miss Ice! She won! Give her the reward she earned. I'm sure I explained the rules clearly before you started." Trance called to the raging mare.

"You're used to people submitting to you, aren't you?" Silver said, smiling slightly to Winter.

"You! Shut up right now!" She yelled. She stood up and grabbed Silver by the arm and threw her onto her back into the middle of the ring.

Trance sat up in her chair, her magic flaring from sudden anger. "Don't push it! You're already eliminated! Would you like to be banned!?"

She hesitated for a moment, knowing what she had to do. "Fuck it, fine." She whispered to herself. She then put herself on top of Silver. She brought Silver's legs up so they were wrapped around her waist, making sure her thighs were far apart. She knew this would be difficult, she could tell Silver hadn't done this before. She backed off for a moment to pull of Silver's panties and then she resumed her position and grabbed both of Silver's breasts violently.

Silver cringed in pain a little bit. Winter then put her mouth on one of Silver's nipples and sucked it tightly. She was damn sure not going to make this very pleasant to start off. She kept going for a while, watching as Silver tried to push her off. She then let go and moved her head down to Silver's tight slit. Pretty obvious sign of a virgin. She smiled an devilish smile and took two fingers, before thrusting them in between Silver's lower lips. She felt the resistance and pushed through it, loosening it up a bit. She used her other hand to once again tightly grab Silver's breast and fondle it fiercely as she pushed her fingers in and out at a quick pace. She could tell it hurt Silver a small amount. Good. BUT, she was also getting wetter, so there was more pleasure than pain. She used her free hand to slap Silver across the face and grip her breast again. She began moving her fingers in and out of Silver faster, adding her tongue to the mix. She found herself almost enjoying it too as she was really starting to get into it. She jammed her tongue in under her fingers, massaging Silver's clit with it.

This caused a burst in pleasure for Silver, obvious by the going from wet to monsoon soaked. Winter then slapped Silver again, but this time, then put her fingers into Silver's mouth. She could feel Silver nibbling on them softly. But the bites got harder as Winter moved faster. The fluids were flowing like a waterfall and Silver began yelping softly. But the yelping eventually turned to quiet screams, but even those increased in volume rapidly. Winter made the final push to end this, fiercely fingering and eating the mare out.

Silver finally climaxed, letting out a scream even louder than Winter's, typical for first timers. The fluids didn't quit shoot out, but just became a waterfall of mare cum.

Winter backed up, the juices all over her face. She quickly stood up, put on her ripped leggings and top, then walked out, eager to leave.

Trance blinked a few times. "Well... That was interesting to say the least..."