“Come o~n egghead.” Groaned Rainbow Dash as she floated around bored out of her mind, “You said this potion would only take ten minutes.” Landing on a desk Rainbow hung off the end, her toned ass pointing towards the ceiling with her tail dangling down her back.
Walking over Twilight smiled as she kneeled down and gently held Rainbow’s chin, “And it would have taken only ten minutes to finish, if you hadn’t kept bumping into me.” Looking around the room Rainbow gave a faint chuckle, seeing the countless colors and residues decorating and staining the walls.
Hearing the door open they looked over to see Spike faintly blush, to see Rainbow in her skimpy skin tight gym outfit. And Twilight’s exposed cleavage of her ample breasts inches away from Rainbow’s lips.
Looking around the room his cock slowly began to harden as he imagined what went on, “I’m not cleaning this up…” He said only to faintly move his hands over his erect cock, “you two made the mess.” Slowly he closed the door behind himself only to take off as fast as he could.
“Great, now he’s going to-” Twilight groaned recalling the last time she caught him.
“Does he rub off to that pin up of Rarity?” Rainbow snickered only for Twilight to roll her eyes, “Oh shit he does!” Looking to her left Rainbow laughed even harder to see the fashion magazine Rarity had been featured in.
This only caused her to laugh even harder as she flipped through the pages, only to find the centerfold of Rarity was missing. Rainbow couldn’t help but laugh even louder as Twilight could only try to ignore her, trying to get back to the potion Twilight could only sigh as Rainbow fell off the desk and onto the floor.
“Can you please stop!” Twilight groaned as she rubbed her forehead, “It was very awkward and embarrassing for us both when I walked in on him.” Rainbow only laughed harder hearing all of this, “Alright that’s it out, get out while I work on this.” Levitating Rainbow out of the room Twilight stopped moving her when Rainbow begged to know one thing.
Balling up her fist Rainbow began to motion from her crotch, “Was it embarrassing because of his size?” She snickered only to feel Twilight throw her into the hall, “Oh come on Twi, even you had to find that funny.” Hearing the door lock Rainbow folded her arms behind her head, thinking for a moment she soon smiled devilishly as she thought about paying Spike a visit.
From the other side of the door Twilight could hear Rainbow Dash taking off for another part of the castle. With a faint sigh she asked Spike to forgive her, knowing it would be a matter of time till Rainbow found his room. Looking at the potion she had been working on Twilight gave a small smile as she walked towards the set.
“Maybe I can make it up to Spike later, and still give Rainbow what she wants.” Looking over her notes and a few books she had strung out, Twilight began to alter the potion ever so slightly.
In another part of the castle Rainbow had come to a halt as she heard a loud panting, and constant gasps of Rarity’s name. Trying to keep from letting herself be heard Rainbow covered her mouth and tried to keep herself calm, but the urge to laugh was slowly taking her over as she thought about the best way to scare Spike.
In one quick move she threw the door open causing Spike to jump and fall onto the floor, “I-I wasn’t…” Spike cried out as he scrabbled and clawed at the floor trying to get to the door, “I didn’t do…” Poking his head out of his room Spike looked down both ends of the hall, with a sigh of relief he began to close the door again.
Only to find it wasn’t closing, “Damn Spike, I heard dragons had growth at certain points in their life.” Looking down Spike noticed he failed to put his pants back on in his rush, quickly covering himself he ran back into his room and dove under the covers.
“I knew you had a thing for Rarity, but damn that thing will put any stallion to shame.” Rainbow found herself in a state of surprise more than she did laughter from what she saw, “Fair warning, better to lock your do kiddo.” Closing the door Rainbow tapped on it knowing how Spike might feel, “Be proud of it Spike, if Rarity saw that thing I bet she’d be all over it.” Hearing a faint reply Rainbow giggled a little, “Even more so if you glued rare gems up and down it.”
Having her fill of fun Rainbow began strolling back down the hall to Twilight, as she walked the size of Spike’s extra leg had her blushing and biting her lower lip. Shaking her head Rainbow reminded herself that Spike was a tad too young for her. Reaching the door to Twilight’s lab Rainbow could feel the need growing between her legs, she sighed as she resisted the urge to rub herself there in the halls.
She knew Twilight could walk out of the room and catch her, and the thought of being seen spread and panting turned her on even more. Knocking on the door she focused on the potion Twilight was making, how much faster she was going to be after drinking it.
Hearing Twilight telling her to enter the door slowly opened, “Hey, so…” Rainbow nervously chuckled trying to keep herself under control, “how’s that potion coming along?”
Holding up a small vial between her fingers Twilight smiled, “As I said, and because of how long it took to get it done. I even added a small accelerate.” Rainbow tilted her head as she stare at Twilight past the vial, “I added something to the potion so it can act faster, the only downside is that if you don’t wait a full day after drinking the potion it will wear off.”
Rainbow paid little attention to the warning, only thanking Twilight before she gulped it down. As Twilight said it didn’t take long to begin taking effect, Rainbow could feel another warmth taking hold of her body filling her with adrenaline. Before Twilight could document any changes Rainbow was already gone, leaving behind only burn marks of where her she was standing.
“Well that’s something to take note of,” Twilight groaned as she made a small note, “no telling where she could be now. Note to self: Next time tie her down to better observe the effects of the potion.” With a sigh Twilight added one last note, “Despite everything, the confidence booster seems to have the desired results I was looking for.”
Zipping around the open skies at speeds she had never traveled at before, Rainbow could almost swear she was flying around naked from how the wind felt rushing around her body. Stopping mid flight she patted herself down feeling her workout clothes, with a sigh of relief she looked around and saw nothing but clear skies for miles. To her left she saw Ponyville in the distance, Rainbow guessed she was at least ten miles away at the least.
She squeed at the thought of how far she had traveled in such a short amount of time. Faintly turning to the right she saw Cloudsdale floating what appeared to be a few miles away from Ponyville. Rainbow knew her home was much further than that away, but the distance was too tempting for her not to test her newfound speed.
Flying as fast as she could to her home she saw Scoots being catapulted into the sky, with a big blushing smile Rainbow felt like bragging to both her parents and the squirt.
“S~q~u~rit!” Rainbow called out as she snagged Scootaloo just before she could land on the cloud, “Check it out kiddo, I’ve gotten faster.”
Scootaloo slowly opened her mouth wanting to ask, “You sure did,” Rainbow’s father called out from down below, “a trip like that should have taken you at least half an hour.” As Dash landed on the cloud with Scoots in her arms, her father began to hug the two of them.
“Well what did you expect out of our daughter.” Her mother asked rhetorically as she walked out of the house.
Rainbow Dash felt a warming sensation as she watched her mother walk, her hips swaying with each step she took. Rainbow tried to remove her gaze but felt compelled to watch on as she visualized her mother starting to strip. Slowly her mother removed her shirt, sliding it over her head following it with the body tight pants.
She stood there in her bra, panties, stockings, and a garter belt all of them a cloud white. Slowly her underwear began to soak with sweat as she stood there taking in the sun, before long she reached back and slowly started to remove her bra. As the cloth hit the cloud and fell through, Rainbow gazed at her bare sweat covered breasts glistening in the sun. Turning around Windy teased as she slowly bent over keeping her ass into the air, raising her tail she slowly began to remove her panties showing off all that she could.
Tossing her panties towards the three of them Windy began to lay on her back, raising her legs into the air she began to spread her legs.
Covering her slit with only a finger she smiled, “Rainbow…” She sighed rubbing the length of her slit while keeping it hidden, “Rainbow…” She sighed again as she began to moan, “Rainbow…” Windy Whistles called out patting Rainbow on her shoulder, “Rainbow dear are you alright?”
Looking down Rainbow found her mother fully dressed, and not a speck of sweat anywhere she could see. Nodding her head Rainbow gestured that she was alright.
“I know,” Bow Hothoof exclaimed as she squeezed Rainbow and Scootaloo tighter, “she always leaves me breathless when she walks.” Letting them go he pulled Rainbow in closer to her mother and whispered, “Even more so when I imagine her stripping while she walks.” Rainbow felt a throbbing sensation from her clit as she remembered what she envisioned, Windy simply returned the teasing as she rubbed Bow’s upper thigh.
As Windy began to hug Rainbow Dash, Rainbow soon felt her legs grow weak as she felt her mother’s breasts and erect nipples pressing against her own.
Turning around to walk back into the house Windy almost hopped with excitement to have her daughter home, “You girls must be thirsty from your trip.” As she ran back into the house Rainbow shook her head, trying to figure out if her mother was clothed or walking around in just a shirt to show off her ass.
“Your mom makes the best lemonade!” Scoots exclaimed as she followed Windy, “Dash you cumming?” She asked as Rainbow stared at her naked body, noticing how she dripped between her legs as she began to pant while teasing her little clit.
Rainbow cleared her throat as she wiped the sweat from her brow, “I’m sorry, what did you say squirt?” She asked as she soon saw Scootaloo was fully clothed.
“I asked if you were coming.” She looked up at Rainbow slightly worried that she had started sweating, “You alright?”
“Y-ya…” Rainbow hesitated to say as her dad patted her shoulder.
“Overdid it with that run just now didn’t you?” Looking over to Bow with a faint smile Rainbow couldn’t help but notice he stood there bare as can be, his cock limp reaching down to his ankles.
As she continued to stare she watched his cock harden and rise, once it was fully erect she watched as his cock slapped him in the face with each throb. Rainbow couldn’t help but stare at the overall size and girth of his veiny cock, she marveled at it wondering if he was just gifted with it or if it was something else.
“Want to ride it?” Her father asked as he began stroking the shaft, “You sure?” He asked again having seen Rainbow slowly shake her head.
Nearly falling to the cloud Rainbow felt her dad catch her mid fall, looking to see he was clothed she panted.
“I’ll just take a glass of water.” She groaned as Bow began to carry her into the house.
While Bow rushed Rainbow into the house, Scootaloo ran ahead of them calling out to Windy to get some water. Laying her on the couch Bow ran off to get a bowl of cool water, as Windy came in with a large glass of water.
“What happened?” Windy asked as she helped Rainbow to take small sips of water, “She seemed fine outside.” Rainbow rubbed her legs together hearing the word ‘fine’ from her mother, the very mare she was fantasizing about only moments ago.
Returning with the bowl Bow placed a damp cloth over Rainbow’s forehead, “She covered a half hour distance in only a few minutes.” He explained as Rainbow began to pant harder with each breath, “I think she just over exerted herself, if she rests a little while she should be alright.”
Placing her hand on Rainbow’s upper thigh Scootaloo couldn’t help but place her head on Rainbow’s lap, “You sure she’s going to be alright?” Scootaloo asked worried about Rainbow’s condition only to feel something grow hard, “What’s wrong with her leg?”
Reaching over to feel and rub her thigh, Bow sighed in relief as he nodded towards his wife.
“Her muscles are tense right now,” Bow explained as he helped Rainbow take another sip of water, “So she did over work herself with that, the best we can do is let her rest and keep an eye on her.”
For nearly an hour they tended to Rainbow Dash, doing the best they could for her in the hopes that all that was wrong was simple exhaustion. Soon enough her fever began to lower and her breathing returned to normal, once everything calmed down they moved Rainbow into her room to continue resting. It was a couple of hours before Rainbow woke up, down below her she could hear faint talking of her parents and Scootaloo.
Getting out of bed she felt her body weigh down on her in ways it hadn’t before. Her back faintly ached and her chest was heavier than before, as she staggered she felt her tight workout pants feeling tighter than before.
“Hey guys…” She weakly groaned as she leaned against the wall, “what I miss?”
All eyes were on her in shock and disbelief as they gazed at her body, “I’ll say, when did you get those!?” Her father asked his gaze stuck right at her chest.
“And when did you start packing?” Windy panted as she stared at the bulge in Rainbow’s shorts, “I mean your dad is loaded, but…” She sighed slowly walking over and slowly got onto her knees, “his never went past his knees.” Looking down at her mother Rainbow looked into Windy’s eyes, Rainbow noticed the hint of lust she had seen in countless mares she managed to lure into any random stall.
But alongside that she noticed her mother was in some kind of trance, one that lured her closer to Rainbow’s newly formed cock. Feeling her mother kiss and lick the head Rainbow tried to dig her fingers into the wall, panting and gasping harder than she was before she passed out she felt a set of small hands reaching up under her shirt.
Looking down she saw Scootaloo caressing and squeezing her plump luscious breasts, teasing and rubbing her nipples causing Rainbow to slide down the wall. As she sat on the floor she couldn’t stop Scootaloo from pulling her shirt up and exposing her breasts, looking towards her dad she called out to him.
“Oh I know baby girl…” He panted as she slowly stood up, “believe me I know.” As he walked around the couch Rainbow saw his pants had come off, and he had been stroking his cock as he watched the three of them.
Feeling Scootaloo leave her breasts alone, Rainbow soon heard her groan as her head lowered.
“Quit hogging it.” She pouted as she tried to get a couple licks in, only to find Windy refused to let Scootaloo any closer.
“A virgin like you wouldn’t even know what to do with it.” Windy moaned around Rainbow’s cock, “Be a good girl and drink your milk.” Windy hinted as she squeezed Rainbow’s breast, showing off her hard erect nipple.
“Girls, girls…” Bow said as he pulled them back, “learn to share.” Pulling Rainbow’s shorts off of her they gazed at her length and girth, “Our daughter is more than enough mare for both of you.” Helping Rainbow to her feet he shoved his cock between her ass cheeks, “I bet she’s more than enough mare for all three of us.” He teased thrusting his cock through her clenched ass, rubbing himself against her anus.
Rainbow tried to beg them to stop, but only found herself panting and groaning as Windy and Scootaloo tag teamed her cock. As Scootaloo licked on Rainbow’s shaft she slowly moved down and began licking her pussy. Slowly Windy's head began to rise as she sucked on Rainbow's rod.
Looking up at Rainbow she ran the tip of her tongue through the opening in the tip of Rainbow’s cock, only to slowly take as much as she could back into her mouth as she lowered her head. Rainbow could feel it all, her mother’s tongue wrapping around and slithering across her cock as it slowly penetrated her throat. The tight feeling of Windy’s esophagus gripping and massaging every little inch, Rainbow let out a groaning cry in pleasure as Scootaloo marveled at the sight of Windy’s skill.
“I know Dash,” Bow groaned as he pressed the head of his cock against Rainbow’s tight anus, “that’s just one of many reasons I married your mother. Reason two…” He groaned as he shoved his cock as deep as he could into her ass, “she is the biggest freak when she’s horny.”
Rainbow simply panted as she felt Windy’s teeth sliding up her cock, as she slowly removed the massive meat from her mouth Windy looked up and smiled.
Pulling Scootaloo’s pants down she lifted her up and pressed her anus against the head of Rainbow’s cock, “Take a deep breath and relax.” She whispered before pushing Scootaloo into Rainbow’s cock.
Slowly she felt the massive throbbing stallion meat penetrating and reaching deeper into her, stopping half way down Windy smiled as she saw how Scoots belly bulged from her daughter’s cock.
“Honey…” Windy purred as she fingered her dripping wet pussy, “It’s almost like the night we conceived Rainbow.” Leaning against the couch she spread her legs and began teasing her clit as her wet fingers started digging within her, the sight of watching Scootaloo dangling on Rainbow’s cock as Bow pounded her ass turning her on.
As the need for more began to burn with in Windy, she shoved another finger into herself stretching her tight hole as far as she could. Windy moaned as loud as she could begging for more with each little motion of her fingers.
Pulling Rainbow back Bow laid on his back holding Rainbow against himself, “Windy…” He called out bucking his hips into Rainbow dash, “let her have a taste.”
Windy crawled across the flow keeping her upper body low to the floor allowing her nipples to drag, her ass was pronounced and swaying in the air just begging for attention. Windy stopped at Scootaloo to watch and enjoy a closer view of her ass taking in as much of Rainbow as it could, dragging her tongue across Scoot’s slit she heard the young mare start to pant and beg as she fondled her own breasts.
“No…” Windy teased as she slowly stood up, “it’s your turn to watch.” Picking Scootaloo up, Windy carefully moved the weakened mare to the side.
Walking over Bow and Rainbow, Windy spread her labia open to allow her thick sweet fluid to drip down on her daughter. As the fluid matted the fur on Rainbow’s face, Windy slowly turned around and began to bend her knees. Pressing her pussy into Rainbow’s face she laid across her daughter, and began to slowly rub small circles across Rainbow’s labia.
“If you don’t eat me Rainbow, then your cock warmer won’t be allowed to be fully satisfied.” Windy commanded as she began to part the soft tender folds of Rainbow’s pussy.
“That’s not fair!” Scootaloo cried out as she rubbed and twisted her clit.
As Wendy gripped Rainbow’s cock she smiled at Scootaloo, “What’s fair is I let you feel her deep in your ass,” Tightening her grip Rainbow let out a loud pleasure filled groan, “be a good girl, watch us, don’t cum.” She commanded slowly stroking her daughter’s cock, “Be a good girl and I may let Bow fuck your brains out.”
Bucking his hips into Rainbow, Bow groaned as his cock throbbed at the thought. Three mares he would get to fuck that day, of them one was his daughter and the other her young fan.
“Fuck…” He groaned squeezing Rainbow’s breasts, “your mother knows how to get me hard.” Bucking his hips Bow began to hear the gagging sounds from Windy.
Looking down towards her with a smile he watched, as each thrust into Rainbow forced her cock further down Windy’s throat. Without warning he slammed his hips into Rainbow harder than he had been, timing each thrust to match when his wife slowly began to lower her head. Scootaloo watched in blissful wanting lust as she used both hands to finger her soaking wet hole.
Sucking a little of her own thick juices off a finger, Scootaloo slowly began to lay on her chest keeping her ass in the air. Shoving her fingers as deep as they could go into her as, she could only cry in disappointment of how they left her aching anus unsatisfied.
Taking in the sight of the desperate young mare Windy took Rainbow’s cock out of her mouth, “Don’t blame me,” She teased pressing her soaking wet labia into Rainbow’s face, “blame the little slut who won’t do what she’s told.” Sitting up she began to rub her pussy into Rainbow’s face, matting the fur around her mouth and nose as she moaned grinding her cock starved pussy.
Gripping her breasts Windy rolled and massaged her mounds, “Beg her Scootaloo…” She moaned bringing her wings around to her lips, “I want to hear my daughter’s little cock warmer beg.” Biting her wing Windy moaned feeling Rainbow gasping for air, her hot breath kissing and teasing her sensitive slit.
“I love it when your mother gets like this,” Bow groaned holding back his urge to cum with each new thrust, “she can be such a dominatrix when she wants to.” Slowly his wings slid up Rainbow’s sides, wrapping around her his wings caressed Rainbow’s breasts and teased her nipples.
“Please Rainbow Dash,” Scootaloo groaned as her ass wiggled in the air, “I can’t take it anymore.” Sitting up she began grinding her anus into her knuckles desperately trying to satisfy the missing feeling, “I want you in me as deep as you can go, as deep as I can take it and then some.” Her breathing grew heavy, her panting more rapid, as Scootaloo’s eyes slowly turned from the hypnotic gaze they had thus far to full of want and lust.
Slowly raising her arms Rainbow soon felt her mother’s hands down on her wrists, looking up she saw the curve of her back every so often.
“You heard her Dash,” Windy moaned pressing her pussy into Rainbow’s nose all the more, “she wants more. Are you going to let your number one fan down?” Rainbow groaned feeling Windy’s tongue slowly moving around the head of her cock, the warm wet sensation caused her hips to move as Bow slammed his hips into her ass.
“Maybe she’s not as good as she thinks she is.” Bow taunted with hollow words as his cock began to achingly throb with each slow thrust.
“You think so Bow?” Windy muffled around Rainbow’s cock as she rubbed her breasts against the massive rod, “That would mean somepony could be better than her.” Motioning for Scootaloo to come closer Windy used her wings to spread Rainbow’s labia, “Have a taste.”
Scootaloo dropped to her knees and crawled towards her idol, the thought of tasting Rainbow’s moist inner walls sent her deeper into a fit of lust. Crawling on all fours Scootaloo neared Rainbow’s pussy, looking up at her cock she tried to taste it one last time. In her attempt Windy pushed her head down with her wing, forcing Scoots down between Rainbow’s thighs to gaze at her soaking wet hole.
Taking her hands away from Rainbow’s labia, Windy began using her wings to make small light circles on the soft tender lips. Scootaloo watched as Rainbow’s thick juice slowly began to run down and drip on the floor.
“This is all you may get.” Windy teased as she covered Rainbow’s glistening lips, “Show her how much of a fan you really are.”
Scootaloo started by licking Rainbow’s left thigh, slowly inching closer to her dripping wanting hole.
“Squir-” Rainbow began to beg only to soon find her mouth full of her mother’s pussy, “Oh fuck yes!” She cried out feeling Rainbow’s tongue moving as she tried to talk, “Yes Rainbow,” Windy panted as she started gyrating her hips, “you’re the best at eating mommy's snatch.” Slowly she began to feel Rainbow lower to the ground, looking down she watched as Bow slipped out from under them.
His cock erect he leaned Windy forward as his wings began caressing her breasts, “Better than me?” He asked getting a loud moan from Windy in response as his feathers teased her nipples, “She’s always been the best,” He teased rubbing his cock against her anus, “even her ass felt better than yours,” As she moaned and begged for more, Bow bent Windy over with his chest and spread her cheeks with his hands.
Slowly his cock began to spread her anus as his hips met up with hers, Dash soon found her father’s sack resting on her eyes. Blinding her for a brief moment, causing her tongue to move in a rapid panicked state. As Bow moved his hips back Rainbow was able to watch as her father’s cock stretched open her mother’s ass.
In an instant Rainbow watched, and soon felt, as Bow’s testicles began slapping her in the face with each thrust.
All Windy was able to focus on was stroking Rainbow’s cock with her wing, “Keep… going…” She panted struggling to drag her tongue up Rainbow’s shaft, “I’m gonna cum!” She cried out pressing her pussy harder into Rainbow’s mouth, “Make mommy cum!” Her wing gripped tighter around Rainbow’s cock, rubbing her harder than before.
Hearing the pants and groans from both her parents, Rainbow watched as her father’s sack began to tighten as he pulled out of Windy’s ass. As Windy cried in pleasure filling Rainbow’s mouth, she soon felt the warm thick fluid from Bow covering her back and ass. Slowly starting to sit up Windy rubbed her marehood across Rainbow’s face, covering her in the glistening fluid as a reminder of what she had done.
Feeling Rainbow’s throbbing cock tapping against her head, Scootaloo shoved her tongue deeper into Rainbow. As her tongue moved around rubbing against Rainbow’s inner walls, Scootaloo dug her hand under her idol reaching into her ass. Feeling Scootaloo’s fingers teasing and taunting her anus, Rainbow let out a gurgling moan as her back began to arch.
“That’s right baby,” Windy cheered as she stroked Bow’s cock with her wing, “cum for all of us. Show us how much more you cum for your fan, your favorite cock warmer.”
Hearing a loud drawn out moan coming from her idol, Scootaloo soon felt several warm taps on her head and back. Coming up from Between Rainbow’s legs she gawked at the sticky white mess, the sight of how it now decorated her chest and abs, the few splatters that managed to land on her face. Feeling the warm spots on herself starting to cool, Scootaloo reached onto the back of her shoulder.
As her fingers moved through a thick secretion she scooped up what she was able, slipping between Rainbow’s legs she sat down on Rainbow’s flaccid cock.
“See Rainbow…” She groaned rubbing her tight virgin slit against Rainbow’s slowly hardening shaft, “I am your biggest fan.” Slurping Rainbow’s cum off her own fingers, Scootaloo hummed as the warmth and want between her legs grew.
Grinding her labia against Rainbow, Scootaloo used her wings to caress her own breasts and tease her nipples. Lying down on Rainbow she began to lick the oozing cum off as she squeezed Rainbow’s breasts.
Before Scootaloo knew what was going on she soon found herself pinned on her back, “You’re not my biggest fan squirt.” Rainbow grinned as her breasts rested on Scoot’s face, “Mom said it earlier…” Slowly moving her hips Rainbow began to grind her cock across Scootaloo’s body, “you’re my personal cock warmer.”
“D-Dash…” Scootaloo whimpered seeing the sex crazed look in her eyes.
Feeling Rainbow’s cock hardening against her body, Scootaloo slowly began to come to her senses. Looking up she nervously smiled to see Rainbow as bare as the day she was born, Rainbow’s breasts inviting her as they moved with each slow thrust.
“Rain-ugh..” Scootaloo gagged as Rainbow pulled on her mane and stuffed Scootaloo’s mouth with her cock.
“What’s the matter squirt?” Rainbow laughed as she shoved her cock down Scoot’s throat, “You were wanting to taste it earlier.” Scootaloo’s eyes watered as saliva ran down her neck, she gagged on Rainbow’s cock slowly trying to inch back to catch her breath.
Pulling out of Scoot’s mouth, Rainbow picked her up and pinned her against the wall. Scootaloo trembled feeling the head of Rainbow’s cock, she knew where it was going next and feared how much she could take.
“Damn squirt…” Rainbow groaned as she slowly started to push her cock into Scootaloo, “Mom wasn’t kidding when she called you a virgin.” Scootaloo’s breathing grew heavy and rapid as she felt her idol spreading her untouched marehood.
In one hard thrust Rainbow and Scootaloo could feel how deep Rainbow’s cock had gone, looking down Scootaloo saw how her belly bulged to accommodate the oversized rod. With a lustful smile Rainbow Dash pulled her hips back before giving a good hard thrust into Scootaloo.
The young mare could only cry out in pain and pleasure as Windy walked over, “It’s alright dear,” She reassured Scootaloo as she slowly got on her knees, “after a few more thrusts you’ll feel nothing but pleasure.” Placing her hand on Rainbow’s pussy she slowly began to tease her daughter’s clit, “Go slow Rainbow, after all she was a virgin only moments ago.”
Feeling Rainbow pull on her hair, Windy could only rise up as she quickly grabbed Rainbow’s wrist. Kissing Windy and moving her tongue around within her mother’s mouth, Rainbow groaned as she continued to slam Scootaloo into the wall.
Pulling back Rainbow could see the lustful confusion in her mother’s eyes, “If you want it so bad, you just have to beg.” Laying on her back Rainbow spread her legs as wide as she could, her hands gripping Scootaloo’s ass helping her young fan to ride up and down on her cock.
Slowly Rainbow’s fingers slid down Windy’s body, faintly touching her soft fur causing Windy to pant in anticipation of full contact. As her fingers reached Windy’s crotch, Rainbow gave a swift hard pinch and twist to Windy’s clit. Crying out in pleasure as her legs nearly gave out from under her, Windy used her wings to fondle her own breasts as she tried to dig her fingers into the wall.
“More…” She begged feeling the heat from between her legs grow with each tease Rainbow gave, “make me your bitch…” Her nails grinned against the wall as she struggled to keep standing, “OH FUCK YES RAINBOW MAKE MAMMA CUM!” She cried while faintly watching Bow stroking his cock, “Make me cum…” She gasped feeling Rainbows fingers, “make me cum harder than your father ever could!”
As Windy began to pant and moan her back arched as her voice grew louder and louder, “No.” Rainbow whispered as she panted feeling Scootaloo’s tight vaginal walls gripping her cock, “I want you to wait just like that…” She smiled at Windy before shifting her gaze towards her father Bow, “I want you to watch and beg as I take my time with these two.” Windy could only slide to the floor as tears filled her eyes, as the throbbing feeling of wanting to cum surged through her body.
Looking towards Bow and his flaccid cock, Windy slowly dragged herself over to him with a lustful smile on her face. Reaching the tip of her husbands cock Windy soon felt a hand on her ankle, looking back she saw Rainbow holding her foot in the air.
“You can suck what little of the old stallion’s cock you can reach and that’s it.” Rainbow commanded pulling her mother closer to herself, “Anything more…” Stretching out her wing Rainbow began caressing Windy’s soaking wet snatch with a single feather, “I’ll tie you to a post in the center of Ponyville.” Pressing her feather into Windy’s clit Rainbow teased, “Stark naked…” Slamming her hips into Scootaloo Rainbow groaned between her final words, “so every… stallion can… fuck you.”
The thought alone was enough for Windy to notice how much it aroused Bow, in her hand his cock stiffened back up. Even Windy couldn’t help but feel her labia ache as she imagined countless random stallions, each one of them taking turns filling her holes all while her daughter and husband watched.
“You want to see that honey?” Windy purred as she drew her lips closer to his shaft, “You want to see me getting fucked that much?” As she neared Bow’s cock Windy was oblivious to the groaning cry of pleasure coming from Scootaloo.
“Where do you think you’re going?” Rainbow groaned pulling her mother away from her prize, “I’m not satisfied, and my poor little cock warmer has tired out.”
Looking towards Scootaloo, Windy watched as the young mare was slowly lifted off of Rainbow’s cock.
“I can… still…” She spoke between pants as she faded away from exhaustion.
Pulling Windy closer to herself Rainbow smiled as she looked towards Bow, “Hey pops,” Rainbow groaned as she picked up her mother, “have you ever fucked two mares before?”
“R-Rainbow…” Windy panted as she felt her daughter’s wings spreading her ass, “I think that’s a bit too far.” She hesitantly smiled as her senses slowly began to return, “I’m your mother a-and O~H SWEET CELESTIA!!” She cried out feeling her pussy being spread further than she had ever felt it before, “B-Bow?” She gargled looking back after feeling his cock pressing against the tight puckered hole of her anus.
“Come on sweetie,” He groaned as she began trying to shove his cock into her, “we’ve always wanted to have a threesome.”
“But not with our daughter!” She panted feeling Bow slowly starting to enter her rectum.
As Bow’s cock slid into her, she began to feel Rainbow slowly siding out. Windy groaned and panted as she dug her nails into rainbow’s back, feeling the two of them fucking both her holes without hesitation. Windy could even feel her hard nipple rubbing against Rainbow’s, as their breasts slid and rubbed against one another.
“Rai~n…” She panted only to feel her daughter’s tongue invade her mouth.
Slowly she felt Rainbow’s tongue exploring every square inch of her mouth, rubbing up and massaging her tongue, even trying to reach as far back as her throat before Rainbow pulled away.
With a gasp of air Rainbow slammed her mother and father against a wall, “Dad must not have fucked you in a long time.” She panted as she thrust her hips harder into Windy, “You’re so wet right now, I just slide in and out like it's nothing.” Hearing her parents groan Rainbow pulled Windy away from Bow allowing his cum to cover Windy’s back, “My mother is such a slut isn’t she?” Rainbow groaned as her cock began to ache.
“Fill me.” Windy panted only for Rainbow to stop all together, “Please don’t stop, mamma wants to cum!” She cried while trying to move her hips only for Rainbow to hold her tight against herself, “Fuck me Rainbow, fuck your mother like the cock loving slut she is, fill her with all the cum you can!” She begged digging her nails deeper into Rainbow’s back.
Feeling Rainbow’s cock slowly begin to slide out Windy gave a lustful pant, hoping Rainbow would give her what she wanted. Her hopes were quickly shattered as Rainbow pulled all the way out and dropped Windy on the floor.
Before Windy could speak Rainbow used her wings to pinch and twist her clit, “You toyed around with my biggest fan and personal cock warmer.” Windy cried in pleasure as her hips began to gyrate while she begged for Rainbow’s cock, “No, you’ll have to settle for less after what you did.” Walking over to her father Rainbow looked down at the exhausted stallion, pressing her foot into his limp dick she slowly began to rub it with her toes.
Panting as his senses slowly returned under his control, “Rainbow…” Bow groaned as he grabbed her ankle, “please I need to rest.”
Pulling her foot away from him, Rainbow slowly got down on all fours. Showing off her wet pussy and bare ass towards Windy, teasing her with the idea of their marehoods rubbing against one another.
Holding Bow’s hands to his sides, Rainbow used her wings to slowly start stroking his semi-hard cock, “You say one thing, but this little guy says another.” Slowly she dragged her tongue up the length of his shaft, teasing the hole in the head for as long as she could.
Once he was nice and hard Rainbow crawled over him, turning around she smiled towards her mother who only begged Rainbow to stop.
Spreading the folds of her pussy open, Rainbow called out to Scootaloo, “Make sure she takes it all in squirt.” Before Windy knew what was going on, she soon felt the tongue of a weakened Scootaloo slowly moving across her wet cock starved pussy.
All Windy could do in reaction was drop from the feeling she could cum at any moment, sadly the inexperienced and slow moving tongue was only enough to stimulate. Keeping her on the verge of cumming without ever truly getting there. Windy cried in pleasure as she begged for the release she wanted, all while watching Rainbow slowly taking in her father’s hard cock.
His length and girth was enough to make Rainbow moan as she slid down his shaft, “Oh fu~ck!” She cried feeling him deep within herself, “So this is what you felt for so long…” Moving her hips up and down Rainbow’s breathing slowly began to grow heavier, “this cock is the one you got to ride, the one that put me in you.” Panting all the more Rainbow began to use her wings to stroke her own cock, “I can see why you kept him for so long, I wouldn’t let this monster go either.” Feeling Bow’s cock begin to throb between her inner walls, Rainbow pulled herself off her father.
Slowly she walked over to her mother and pressed the head of her cock into Windy’s face, “I know what you want, and I’ll let you have it.” Bending over she pulled her mother’s hair as she smiled, “But while you’re getting it, I want you to eat up every drop of cum I put into the squirt.” Windy could only blush as she looked back to see a part the young mare still behind her, “Do you understand?” Rainbow growled thrusting her cock against Windy’s face.
“Yes…” She panted feeling Scootaloo gripping her ass, “whatever you want, just please let me cum.”
Grabbing Scootaloo’s tail Rainbow pulled her away, “Dad, she’s waiting and wanting.” Without hesitation Bow crawled towards Windy, stopping only to tease her tender sensitive folds with the head and shaft of his cock.
“OH PLEASE JUST FUCK ME!” She cried feeling Bow pressing his shaft against her, grinding with each thrust.
Pulling his hips back Bow pressed the head of his cock against Windy’s slit, “Fuck you’re tight.” Bow groaned as his cock slowly slid into his wife, “It’s almost like it's your first.” As his hips rested upon hers, Bow felt Windy’s legs wrap around his body holding him close.
Panting as she held him in place Windy gave a devilish smile, “I’m glad you enjoy the feeling.” Looking past Bow she gave a faint nod, “But you have this coming sweetie.”
Before he could ask Bow soon felt Rainbow spreading his ass and pressing her cock against his anus, “I’m all for your fetishes Windy, but this is too much.” He began to plead only to feel the presser Rainbow gave, “She’s our daughter!” He cried out feeling his anus spread open as Rainbow’s cock slowly started to enter his rectum.
“I said the same thing earlier love.” Feeling the weight of Rainbow and Bow on top of herself, Windy panted as she wiggled her hips, “And you shoved your cock into my ass.” Raising her head she whispered into Bow’s ear, “Besides, you promised me I could use a strap on.”
“Bu~t…” He groaned feeling Rainbow slowly moving deeper into him.
“And yours is tight!” Rainbow groaned before slowly starting to pull her hips back, “Damn I wish she had used a strap on with you.”
Uncrossing her ankles Windy smiled as she looked up at rainbow, “Fuck us like you would a whore.”
Rainbow began to pant and groan from how tight her father’s rectum was as she pulled her hips back. Hearing her father groaning to the feeling of her cock sliding out, Rainbow slammed her hips back into him. Feeling the weight of Rainbow shoving herself into Bow, Windy began to moan and beg for more.
Feeling the brush of a small pair of thighs against her head, Windy looked up to see Scootaloo blushing down at her.
“Please ma’am…” She panted spreading her labia with her fingers, “it doesn’t feel the same anymore.” Windy smiled to see Rainbow’s cum slowly starting to seep out of Scootaloo.
Without hesitation Windy grabbed Scootaloo’s hips and pulled her closer, shoving her tongue into Scootaloo’s tight little snatch. Windy moaned at the mixed taste of Scootaloo’s wet inner walls and Rainbow’s thick load of cum. Feeling Windy’s tongue moving deep within herself, Scootaloo fell over onto Bow panting and moaning as her hips moved.
Grabbing Rainbow’s breast she panted feeling Windy stop, “Please don’t…” Scootaloo begged as she brought Rainbow’s breast to her lips, “it felt so good.” Feeling Windy’s wings pull her back from Rainbow, Scootaloo looked down as she felt her ass cheeks being spread apart.
“Then you’ll love this.” Windy whispered before shoving her tongue into Scootaloo’s anus, and slowly moving it around her rectum.
At first she cried out in pain feeling the sudden object enter her tight ass, but as she began to squirm around she soon felt Bow’s tongue taking charge as he ate her pussy. The sensation of both holes being filled left Scootaloo in a blissful state of lust, leaning back she soon felt Rainbow’s wings teasing and caressing her small breasts.
In the hot sticky mess of sweat and various bodily fluids, they all panted, moaned, and groaned as they moved. In one loud echoing chorus they cried out in pleasure as they came, Bow filling windy as Scootaloo covered them both. Rainbow pulled out and covered her parents and Scootaloo, sitting back against the couch her flaccid cock seeped out cum as she panted.
Rainbow looked at the pile of bodies that was her parents and her biggest fan, “Oh fuck…” She groaned as she took in what she had done, “I can’t believe I…” Standing up she felt her legs wobbling under herself, “I’m sorry everyone, I don’t know what came over me.”
“Are you kidding?” Scootaloo panted as she reached up for Rainbow’s cock with her weakened arm, “I’ve always been your biggest fan, but I wanted to be so much more than that.” Slowly she licked the seeping cum off Rainbow’s cock as she sucked on the head, “But I was always too frightened to say anything, I thought you would push me away or turn me down. So I’m glad this happened.”
“You’re mother and I were always wanting to try a group sex session.” Bow groaned as he rolled over onto his back, “And though I’m sure we both enjoyed it, I do have some objections.” As he began to voice his opinion, he quickly let out a panting groan as he felt Windy squeezing his testicles.
“You know you loved it sweetie.” She giggled while feeling him faintly squirm in her hand, “But that session of incest at the end…” Windy groaned as she sat up, “that we never planned on trying, as we never even thought of it to begin with.”
Leaning to the right Rainbow slid down to the floor exhausted from the group activity. Before she could close her eyes she soon felt Scootaloo cuddling up next to her, only to be followed by Windy draping a blanket over the two of them. Looking up Rainbow saw her father’s cum slowly starting to seep out and drip.
Handing Rainbow a pillow Windy smiled as she looked down at the two of them, “I would send you to your room, but your bed wasn’t made for two.” As Bow waddled over to them Windy reached down and grabbed his testicles, “We will let the two of you rest, your father and I have some catching up to do. And I think he’s lost some stamina.”
“Oh I am ready to prove you wrong.” Bow laughed as Windy guided him out of the room.
Before Rainbow could close her eyes she heard her mother giggle, “Oh really? Well then there won’t be a safe word this time.” Rainbow and Scootaloo giggled as they heard Bow whimpered in response.
It was several days before Rainbow was comfortable enough to go out in public with her extra limb, in that time Scootaloo had helped Rainbow adjust to her new adage in as many ways as she could. Each day they grew bolder and bolder with their actions, even dragging Bow and Windy along in their escapades from time to time. Then one day Rainbow had the wildest idea the four of them had ever thought to try.
“Are you ready squirt?” Rainbow asked teasing Scootaloo’s pussy.
“N-no…” She panted covering her chest with her arms, “I’m not sure I ca~” She cried in pleasure feeling Rainbow’s cock sliding into her.
Walking out into the full view of everypony, Rainbow smiled as she blushed showing off a fully nude Scootaloo dangling off her cock. All Rainbow had on was a tiny sling bikini that covered next to nothing, many ponies even whispered that Rainbow should have just walked out naked in comparison. Other ponies couldn’t help but question how she got a cock, or even why she had Scoots where she was.
Only a few feet away from the two of them Windy had already begun stroking Bow’s cock under the water, “Coming to the water-park was a great idea.” She smiled teasing Bow with a clean view of her cleavage, “Everypony is focused on them, I don’t think anyone would notice…” Bow blushed as he smiled while watching Windy lower the upper part of her strapless one piece, “if we started skinny dipping.” Without hesitation she stripped Bow of his trunks, “Wait here for me.” She whispered climbing out of the pool and began walking away, “I’ll be back at the end of the day.”
“W-Windy…” He nervously called out to her, “Windy what do you mean?” Her only response was to dangle his trunks off a finger and point past him, looking where she pointed he blushed as he realized several mares were staring at him.
Some of them laughing at his current situation while others went slack jawed staring at his erect cock.
Bow responded by covering what he could and clearing his throat, “Ladies.” He nodded while trying to leave without exposing himself anymore than he already had.
“I’m surprised you’re not strutting it with a cock like that.” One mare laughed aloud causing some ponies to catch Bow stark naked.
Hiding in a fake bush Windy had stripped naked and began fingering herself as she watched Bow, her muffled moans faintly escaping and drawing some attention towards her as she enjoyed what she saw. Her focus on the situation only broken as she was startled from hearing Rainbow’s name being shouted.
Looking over she saw Twilight looking back and forth between Rainbow and Scootaloo, “Wha- how- do-...” She stuttered unable to find the right words only to clear her throat, “Please explain.”
“Well Scootaloo is my cock warmer now.” Rainbow smiled in response to an embarrassed and blushing Twilight.
“I can see that!” She groaned while she started to point towards Rainbow’s crotch, “I mean explain how you got the…” Clearing her throat Twilight tried to find an easier way to continue, “growth.”
Rainbow shrugged her shoulders as she thrust her hips, causing Scootaloo to groan as her face rubbed against Twilight, “I haven’t a clue.” She smiled while pulling her hips back, “I just woke up with it after drinking that potion you gave me to be faster, which by the way worked.”
“I didn’t give you a potion to make you fly faster…” Twilight stated with a baffled yet intrigued expression, as she inspected the base of Rainbow’s cock.
“You didn’t?” Rainbow panted as she felt her cock sliding out of Scootaloo.
Pulling Scootaloo off of Rainbow, Twilight marveled at the size as she faintly nodded, “Ya, I gave you a potion to boost your confidence. It should have only lasted a few hours. The book did mention a few side effects but this wasn’t listed.”
“Side effects?” Rainbow groaned as she clenched her fist, “You mean you didn’t give me what I asked for?” Slowly her eyes trailed down Twilight’s back, following what little curves her body had towards her ass.
Rainbow felt her cock throb as Twilight touched her cock in curiosity, documenting everything from its size to its texture and even its thickness. Rainbow couldn’t help but gaze at Twilight’s body in the swimsuit she chose to wear, it was a one piece similar to Windy’s. The main difference between them was Twilight’s had a strap that went around and tied at the back of her neck, leaving her whole back exposed down to her hips. And a small oval split opening from the top of her chest to her naval, the sight of Twilight’s cleavage made Rainbow swallow hard as she thought about what the alicorn had done.
“Well to be fair I couldn’t give you a potion to make you faster,” Twilight began to explain as she slowly stood up, “that would have taken years of research and study to make and perfect. You couldn’t wait fifteen minutes for what I gave you.” Before she could fully stand up Rainbow held her down and pressed her shaft into Twilight’s chest, “R-Rainbow?” She nervously asked feeling the head of Rainbow’s cock pressing up under her chin.
“I’ve got one more side effect for ya to list.” Rainbow deviously smiled as she faintly hinted towards Scootaloo.
“Y-you do?” Twilight gulped before shrieking in shock, “SCOOTALOO!?” She shouted as the young filly untied her bikini.
Before Twilight could react the naked young mare took off in a mad dash, leaving only a trail of wet hoof prints behind herself and a naked Twilight at the mercy of a horny pegasus.
Looking up at Rainbow Twilight watched as she slipped out of her bikini, “I’ve had this erection for the last three hours, and the squirt has been sucking and riding it for two. Taking every load that pumps out.” Opening her mouth Twilight soon found it being stuffed as Rainbow shoved her cock down Twilight’s throat, “And it just doesn’t want to go away, it's like it keeps coming back and” Rainbow groaned sliding her cock in and out of Twilight’s throat, “wants to stay for more.”
Twilight gagged in embarrassment as countless mares and stallions watched Rainbow fucking her face.
Coughing and gasping for air once Rainbow pulled out Twilight turned over and tried to crawl away, “Thanks egghead I was going to ask for this.”
Feeling Rainbow’s wing’s on her hips Twilight spread hers hoping to take flight, “Rainbow wai~” She cried out feeling Rainbow spread her cheeks and shove her cock deep into her ass.
The crowd cheered them on as Rainbow slowly began to move her hips, causing Twilight’s breasts to move freely in the air as they dangled from her chest. Picking Twilight up with her hands Rainbow spread her legs to show off her glistening wet marehood, as she used her wings to fondle Twilight’s breasts. Thrusting her hips Rainbow slowly moved Twilight in view of a small group who started recording, they kept their cameras focused on Twilight bouncing up and down as Rainbow’s wings caressed and teased her breasts.
The sunlight glistening off Twilight’s ever dampening pussy, her fluids slowly starting to collect and drip. A few stallions even pulled out their own cocks and began stroking them as they watched the two mares, some of the mares around them even couldn’t help but start feeling themselves or start to take partners among the crowd. Looking around Twilight could only let out groaning pleas that somepony step in and stop this, but the longer this continued and she watched the crowd descend into their lustful needs.
The more she slowly began to enjoy feeling Rainbow’s cock sliding in and out of her, with each buck of Rainbow’s hips.
“Fu~ck!” Rainbow groaned as she pinched Twilight’s nipples, “You’re so tight.” Without warning Rainbow came into Twilight’s rectum, filling her friend full of warm thick cum.
Putting her down Rainbow watched as Twilight rolled over and spread her legs, “Take it… Rainbow…” She panted as she pulled her ankles up to her head and spread the lips of her pussy with her wings, “take my virginity, make me into a mare!” Twilight begged as she teased her own clit.
“You want this?” Rainbow teased as she gently brushed Twilight’s open hole with the head of her limp cock.
“Give it to me, your princess demands it.” Twilight slowly started to demand unable to resist the burning want growing within her body.
“Squirt!” Rainbow called out only to watch the naked young mare squeeze through the crowd.
“Sorry Rainbow Dash, I lost her swimsuit somewhere.” She said with a devious smile spreading her legs to show off what little of the suit she couldn’t stuff into herself.
Pointing towards Twilight, Rainbow motioned for Scootaloo to drop between Twilight’s legs. Walking over Scootaloo slowly started to drop to her hands and knees, once down she crawled over towards Twilight gazing at her exposed inner pink walls. Slowly she dragged her tongue across the opening, stopping only to tease Twilight’s clit with the tip of her tongue.
Letting out a loud lustful moan Twilight begged for more as Rainbow gripped and squeezed her breast, “Oh you’ll get more, you’ll get all that you want and then some.” Rainbow hinted as she draped her limp cock across Twilight’s face, “But not yet, not here, not until Scoots leaves you a panting sex starved fiend.” Reaching down Rainbow shoved Scootaloo’s head into Twilight’s crotch, “Feels good doesn’t she?” Rainbow asked only to to get a satisfied groan from Twilight, “Sad thing is, no matter how good she is she can’t get you to cum. I made sure she never would.” Twilight’s eyes only widened as she tried to beg, only to find Rainbow’s pussy being pressed into her face.
“I’m going to enjoy taking my time getting back at you Egghead.” Rainbow smiled as she slowly began to move her hips, and grind her labia into Twilight.
Twilight could only let out a muffled whimper into Rainbow, who in turn began to moan and pant before a lustful crowd as she felt Twilight’s tongue.
Author's Note
Once again this was a request from the user
, hope you liked the overall story. Cover art provided by the wonderful artist
, thanks once again for letting us use your artwork.
