The cliff had a few shrubs here and there but it was mostly empty space. However before they could take in any more of the scenery, Rosemary felt a magical force envelop her body and hold her to the ground just as the same force took hold of Sizzler lifting her up and moving her away from the purple mare. Rosemary tried her best to reach for the floating orange pegasus but it was no use the ora was too strong. Rosemary feared for a moment that the ora was going to drop her friend off the edge of the cliff but it let go just before the edge living a small ring around Sizzler’s wings so she couldn’t fly away.

Suddenly a feminine voice spoke off to the side, “Your lust is great my little purple pony.”

A tall bipedal figure walked into Rosemary’s line of site. At first glance it looked feminine, with a generous bust and curvy hips. Except for the fact that it was sporting a sixteen inch pony dick between it’s legs equipped with middle ring and flared head with a well proportioned ball sack to go with it.

She knelt before the purple unicorn, her long brilliant blue hair flowed around her beautifully dark face. Her skin was as black as the night sky. “But I want to see just how strong your lust can get.” She said with a smirk as she ran a finger under Rosemary’s chin in a teasing manner.

“Who or what are you and what do you want with us.” Rosemary growled as she tried to force herself to her hooves.

“I, my dear pony I am Yoru the omnibus, and as for what I want, I want to feed. For you see I feed on lust, and from what I have already tasted your lust is delicious and I want more.” Yoru replied as she licked her lips.

She stood up and slowly walked toward the other mare who was currently cowering near the edge of the cliff with her wings bound. She walked with a conscious sway to show off her perfect hourglass figure. Her large bat like wings flared out to her side and her long spaded tail swished from side to side. As her tail moved Rosemary could just make out a nice pare of pink lips that contrasted uniquely with the omnibus’ black skin.

Sizzler started backing up trying to keep the same distance between them. Unfortunately she tripped over a rock and fell flat on her back. She tried to keep the distance by crawling away but unfortunately there was nowhere to go she had reached the edge of the cliff.

Yoru got on her knees and leaned over the terrified orange mare. She looked over her shoulder at the struggling unicorn who was desperately trying to get free from the omnibus’ magical holed. “I wonder how much it would turn you on to see me fuck your cute little friend here,” as Yoru said this Rosemary heard Sizzler gasp as she ran a long finger up her labia and brush against her clit.

Yoru slowly slipped her finger into Sizzler’s pussy. Sizzler moned as her viginal wall clamped down around the long black digit moving in and out of her.

“Don’t you touch her, you bitch!”

“Oh. But why? She seems to be…” she turned and looked back at the orange pegasus “...really enjoying herself.” as Yoru said this she grabbed Sizzler’s clit between thumb and forefinger.

Sizzler let out a loud audible gasp as a spark of pleasure shot through her body from the stimulation she was receiving. At that moment Yoru took the opportunity to kiss the helpless mare. Sizzler’s eyes widened as she felt Yoru’s tongue slide into her mouth.

Sizzler moned into Yoru’s mouth as the treatment to her clit was too much to take. But without warning Yoru broke the kiss and pulled her hand away as she brought it up to her face. Sizzler could see the glisten of her own cum on Yoru’s fingers and she couldn’t help but watch as the creature licked her finger clean.

“Mmmm, while it’s fun watching you squirm, I now think it’s time to get this party started.” Yoru grabbed her dick and guided it to the entrance of Sizzler’s pussy lips.

“Please no. There is no way that's going to fit inside me.” Sizzy whimpered as the sixteen inch monster pressed it’s flared head against her labia.

“Oh trust me it will fit.” Yoru said with a smirk as she pressed her flared head past the outer lips and into the wet folds of Sizzler’s pussy.

Sizzler closed her eyes and waited for the pain of that monster spreading her apart, but it didn’t come there was only an intense pleasure. She cried out as the massive cock seemed to shrink and mold itself to the confines of Sizzler’s pussy.

Yoru laughed at the look of pure pliss that was etched into the orange pegasus’ face. Her eyes were rolled back into her head and her tongue was lolling loosely to the side. “You like that little feature don’t you? My dick has the special ability to become the perfect fit for whoever I fuck.” Yoru bragged has her nut sack smacked against Sizzler’s inner thigh signalling the fact that she was now hilted inside the helpless mare.

Sizzler yelled out as the feeling of being felled was so great. She had never felt that full before. It was like the dick inside her was specially made for her. Every nook and cranny of her pussy was filled.

Rosemary, who had quietly been struggling against her bonds trying her best to get free, could not help but feel a little guilty about how she was feeling. She wanted to stop this with all her might but she could not help but be turned on by the sight of her best friend being raped before her eyes. She could not help that she was becoming erect again by the sight of this weird creature pounding her best friend. Her thoughts soon started to shift she no longer wanted to stop this, with her lust getting the better of her, now she was just mad that she was being left out of all the fun. She pushed against the invisible force that held her in place with all her might her horn glowed bright as she summoned all the magic she could into her horn as she pushed against the opposing magic. The force in her horn exploded releasing her from the omnibuses spell.

Rosemary rushed the omnibus enveloping her tail and yanking her backwards pulling her out of the orange mare and onto her back.

Yoru sat up and complained with a pout, “Hey! I was just getting my rhythm going.”

The purple unicorn placed a hoof on the dark shoulder of the omnibus and slowly but forcefully pushed her onto her back. “Now, now you have kept me on the sidelines long enough. You say you feed on lust then prepare yourself for a full course meal.” Rosemary said with a seductive look in her eyes. And with that she thrust herself in with no warning or signal. Luckily Yoru was still aroused enough from what she was doing to the orange mare, so it was an easy enough slide for Rosemary.

“NO! THIS IS NOT HOW IT WAS SUPPOSED TO BE! I WAS SUPPOSED TO BE IN CONTROL!” Yoru cried out as she tried her best to push the purple mare off of her.

“Now, now we will have none of that now.” Rosemary said in a sultry tone as she used her magic to pin the omnibus’ arms to her side. “You wanted to feed on my lust. Well then feed just know you aren't going to be the one in control.” She started moving her hips back and forth slowly moving her dick deeper and further along the omnibus’ moist tunnel.

Yoru wanted to resist, to show that she was a powerful sex demon who was not to be trifled with, but all she could do was cry out “OH YES! YOU TASTE AMAZING!“. The flaiver of the purple ponies lust was indescribable and Yoru had never tasted anything like it before.

“Oh so you like the taste of my lust do you. “ It wasn't a question, for Rosemary already knew the answer.

“OH YES! MORE! GIVE ME MORE OF YOUR LUST! “

“Very well I will give you a feast.”

At that Rosemary’s horn began to glow. Yoru’s eyes widened as she felt something poking at her back entrance. Yoru looked down and saw that a second dick had sprouted right below the first and was now trying to push it’s way into her anis. Before she could make a complaint however it was pushed in and all she could do was gasp at the overwhelming pleasure she was feeling at being doubly penetrated. The sexual energy was so delicious she couldn’t get enough and she wanted even more of this wonderful flavor of lust.

“MORE! OH PLEASE MORE!!”

Rosemary stopped, “More? Hmmm…” she had to think for a moment how she could do more. Then she saw Sizzler, the orange pegasus had been watching from the sidelines the whole time. She had been watching almost mesmerized by what she was seeing, and Rosemary could tell she wanted in on it even if she was too shy to ask for it, as if her hoof playing with her clit was any hint. Rosemary continued her thrusting as she waved Sizzler over.

Sizzler was hesitant but slowly walked over.

Rosemary pated Yoru’s stomach with her hoof as a sine for Sizzler to have a seat.

Sizzler approached cautiously, slowly stepping over Yoru’s head and shoulders giving Yoru a nice view of Sizzler’s nether lips. She took her seat on the sex demon's navel with Yoru’s towering cock before her.

Rosemary gave one big thrust heltting both of her appendages so she could be as close to Sizzler as she could. Wrapping a hoof around Sizzler’s back she pulled her in close planting a kiss upon her lips squishing Yoru’s hard member between them. Rosemary extended her tongue into Sizzler’s awaiting mouth. Their tongues danced together as the purple unicorn moved her hoof down to grope Sizzler’s flank. Rosemary continued her thrusting and slowly moved Sizzler’s flank to rub her pussy on the base of Yoru’s shaft.

They heard Yoru gasp at the treatment she was receiving but they ignored it, this was about them, they were continuing from where they had been so rudely interrupted before. The sex demon was just another toy for there pleasure.

Rosemary softly griped the orange rump in her hoof and slowly started moving her up the towering shaft, braking the kiss. Rosemary stopped and let go of Sizzler when she got her in position. Sizzler looked down at the huge dick below her and saw Rosemary pounding away looking up at her hopefully.

Rosemary could see the nervousness in Sizzler’s face, but she wanted her to do this on her own. She wanted Sizzler to take some amount of control.

Sizzler closed her eyes and dropped liting gravity do most of the work as she impaled herself on that monster of a cock and just like before the larg member molded itself perfectly to the contours of Sizzler’s vagina. Sizzler just sat there for a minute as she let the feeling of being stuffed so full and the pleasure it brought wash over her. Sizzler started moving her hips up and down trying her best to match the rhythmic motions of Rosemary’s own thrusting.

The feeling of having both of her holes filled and of the tight pussy going up and down on her cock, not to mention the cocktail of lust Yoru was receiving from the two ponies was too much for her to take. In one swift moment her pussy spasmed, her cock twiched and she had one of the most intense orgasms of her life, and being a sex demon that is saying something.

The moment Sizzler felt the twitch she pushed herself as far down as she could go, which due to the magical properties of the dick she was riding that was all the way. The flared head kissed the entrance to her womb and Sizzler let out a blissful moan as she felt her insides flood with demonic cum and her own orgasm wash over her.

Rosemary could feel Yoru’s pussy and ass clench as if refusing to let her go. It wasn't long until she felt the stirring in her twin appendages, and thin it happened Rosemary came in both of the omnibus’ holes.

Sizzler and Rosemary collapsed into each others shoulders and slowly slid to the side. Sizzler slid off of Yoru’s cock as it started going limp. Rosemary’s magical dicks, having nothing to sustain them vanished leaving only a puddle of mixed sexual liquid pooling out of Yoru’s abused holes. They both slowly drifted off into unconscious.

~~~~~~~~~

Rosemary awoke the next morning to find her and Sizzler cuddling on the cliff side. Sizzler was still asleep looking so peaceful. Then the memories of last night came flooding back to her and Rosemary got up with a start and looked around. Yoru the omnibus was gone and in her place was a not.

Dear, Rosemary

I had a magical night last night. You were probably the best fuck I have had in a long time. You were definitely the most delicious. If I am ever back this way I hope you won't mind if I look you up so we can do this again.

Yours sincerely

Yoru

PS,

Feel free to invite your little friend next time to.

Rosemary read the letter and thought to herself, no she wouldn't mind that at all.

THE

END

Author's Note

This is a clopfic that came to mind during some comments that were made on an online chat. Sizzler and Rosemary are not my OCs but that of my friends but I did get permission to use. The character Yoru is of my creation but is named after the person who gave me this idea and I thank him for that I had a lot of fun writing this story.