Chestnut and Apples

Starlight snuggled up with Chester on the bed. She stroked his belly and shaft and smiled. Chester turned his head and could smell the arousing scent or Fluttershy nearby. She sat back with her legs spread to either side of Chester’s face.

“Fluttershy would have waited all night if I didn’t invite her to join me,” Starlight said. “And now you get both of us.”

“But when’s it my turn?” Pinkie asked.

“You go last,” Starlight answered. “We all remember what happened last time we let you go first during a party. You wore the stallion out because you wanted to make sure he had all the fun he could possibly have. Anyway, you just watch.”

“You’ll all get a turn,” Chester said. “And let’s hope we saved the best for last. For now, I have two lovely mares to please.”

Chester leaned his head back and to the side and laid it in Fluttershy’s lap.

“If you want more than my tongue to please you, just let me know,” he said.

“Oh, umm… that’s enough for me.”

Fluttershy blushed deeply. Chester nuzzled her thighs and nipped them softly with his fangs. Fluttershy gasped. Her cute little pink clit winked at Chester, and he leaned in to suck on it. Fluttershy’s wings spread wide, and she moaned. Chester pressed his face in to nuzzle and lick her. His tongue caressed her then slid down over her soft folds before pressing deeper.

“Alright, time for my own fun,” Starlight said as her horn glowed.

Chester could feel the magic on his cock and flanks. Starlight sat on his belly, facing away from him. She bent forward and her magic pulled his tip up against her tight folds before pushing it deeper. The magic moved his body in the perfect rhythm and after one more tingle of magic, his tip began to vibrate. Starlight’s magic took control, and Chester was definitely enjoying the ride as his body moved with its trained perfection without any effort on his part. Starlight moaned as she rode his thick cock.

He turned his attention back to Fluttershy. He could taste her sweet flavor as his tongue plunged deep into her folds. He swirled it around until he found the spot that made her tremble. He pressed it harder and was rewarded with a loud moan. Her folds tightened around his tongue. He kept going until he had to pull back up for a breath of air. He sucked her clit before pushing his muzzle between her slick folds and licking over the spot one more time. Fluttershy arched her back and cried out before a spray of her fluids drenched Chester’s face. He teased her a few more times until she was trembling and gasping.

Fluttershy pressed her hooves into his chest and pressed down against Chester’s mouth. She grinded hard against his lips and tongue. Her wings quivered and stuck straight out as her warm mess dripped over Chester’s face. He swirled his tongue around. She cried out and then leaned back.

Chester had to take a deep breath. He missed the warmth and scent of Fluttershy on his face, but he needed to catch his breath. He looked at Starlight and his eyes widened. She was levitating herself up and down, riding his shaft in all sorts of ways that wouldn’t have normally been possible.

She winked at him and her magic flashed. The vibration in his tip went even faster. Chester’s shaft was throbbing. He arched his back and let out a loud skree. Without the soundproofing spells, it would have woke up the surrounding blocks of Ponyville.

Chester couldn’t hold back, and Starlight seemed to know it. She slipped down until his entire shaft was buried deep inside. Chester grabbed her waist and pushed his balls against her as shot after shot of cum filled the mare. He kept thrusting and grinding until his body could take no more. After what seemed like forever, he finally was finished. He could feel the warmth of his cum filling Starlight and dripping onto his lap. He nibbled Starlight’s flank playfully before giving her a kiss.

She bent to the side to return the kiss before slowly standing up. The faint glow of magic surrounded her opening until she rolled onto her back and let it go. She blushed as the slick mess started to drip onto her tail.

“That was quite the noise you made,” Starlight said. She stroked Chester’s wings slowly.

“Mmm… you really didn’t go easy on me with all that magic. I’ve never seen a mare put all those spells together quite like that. And how was it for you, Fluttershy?”

“That was great! Umm… I better go clean up. Thank you for such a wonderful time.”

Fluttershy covered herself with her tail and slipped quickly out of the room.

Starlight rubbed the mess around with a hoof. She circled it around her clit then rubbed hard until she moaned and sprayed the bed.

“Be a good boy and help clean this up.”

Chester obeyed the command. Starlight was really getting into this, and that’s what he liked to see. She trembled as he licked her out before sucking on her slick folds. When he was done, she pulled him up and shared a messy kiss with him.

“Mmm… as smooth as the bat it came from. Ah… I guess we shouldn’t leave Pinkie waiting much longer. You two have fun.”

Starlight patted his cheek and went to go clean up.