Tailoring Fit for a Futa Princess

by GaryOak

Rating: mature
Tags: Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Anthro, Porn, Fetish, Rarity
Length: 9542

[Futa/F] When Twilight comes to Rarity in search of clothes that can fit her increasingly voluptuous figure, Rarity discovers the spell that made Twilight an alicorn gave her a whole lot more than just a pair of wings.

While this is a sequel of sorts, Amareican Pie is by no means required reading.

Five days following the greatest Hearth's Warming of Rarity's life, she has her slutty sights set on another potential cock to stuff into her pussy: Fluttershy's. With Ponyville's annual New Year's Eve party around the corner, Rarity prepares to take full advantage of such a prime opportunity.

What she does not expect is for Twilight Sparkle, whose body has grown a whole lot more than just a pair of wings, to come knocking at Carousel Boutique's door, in need of some clothes to accommodate her ever-expanding bust. When the time comes to take Twilight's measurements, Rarity takes particular interest in one of the Princess's new dimensions, namely, the long, hard one between her legs.

Cover Art by Suirano.

[Futa/F]

Contains: Futa (duh), big cock, hyper tits, excess cum, a sex toy, and sluttified Rarity.

Preread by Majin Syeekoh and Shakespearicles.

Published 2018-04-02 20:20:11 UTC
Last updated 2018-04-02 20:20:11 UTC

Taking Her Measurements

Rarity still ached from the glorious fucking she had received a mere five days ago. She had not been able to walk straight ever since, and she loved every ungainly, wobbly step that served as a reminder of just how thoroughly she had been rutted.

But other thoughts had filled her mind. Ponyville's town hall would be hosting its annual New Year's Eve party, and she had to prepare. Although she had passed out minutes after finally satisfying Maud Pie's tremendous futa horsecock, a hazy comment from Rainbow Dash drifted about in her mind.

“Hey, Flutters, looks like you're not the only mare around here who's got a big cock!”

Rarity was not entirely sure if Rainbow had uttered those words, or if she had even been there at all that night. She had been so crammed full of cock that she had been delirious. Whatever the case, she had to find out. Maud had nearly two feet of hard, thick, throbbing horse meat between her legs, and if Fluttershy packed anything comparable to that, Rarity could die a happy mare.

If she wanted to seduce Fluttershy, it would require the perfect attire for the job. Her original attempt at a New Year's dress lay discarded amidst a pile of fabric. Since she always designed dresses for her friends, she knew exactly what Fluttershy was going to wear: a cute form-fitting green garment cut just a few inches above the knee.

Her new plan involved crafting something that would complement it. Even if it turned out that Fluttershy did not in fact have a dick, getting in her pants would still be well worth her while. She did not need to know Fluttershy's measurements—which she did—to know that she had positively enormous breasts.

While she definitely felt breast envy for Fluttershy, she had recently developed a thing for boobs, despite fancying herself a straight mare. She realized it was hard not to love them after spending a night with Marble Pie, with her mammoth gravity-defying tits pressed into her face and bouncing everywhere as Maud fucked her silly.

And Fluttershy's tits were quite a bit larger still, her incredible bust second only to Princess Celestia herself. Over the recent months, another pony had made Rarity jealous: Twilight Sparkle. Ever since becoming an alicorn, Twilight had changed. She had grown in every way, looking more like her former mentor with each passing month.

The killer physique that Rarity worked so hard to maintain came to Twilight in spades without even a single trip to the gym or use of a waist training corset. Twilight had always had a nice body, but it was petite prior to her ascension to princesshood. She had grown nine inches taller since then, her legs now long and stately. As much as she tried to hide it, her ass swayed about when she walked in such a way that made stallions stare.

In two short months, her modest B-sized tits had swelled to the point of overfilling a G cup, just the same as Rarity's, and they had doubled in size since. Despite outgrowing her wardrobe, Twilight had not been to see her after her transformation. She had taken to wearing overly covering, ugly thrift shop garments, but they increasingly failed to hide her gorgeous figure. What was worse, she still seemed to be growing.

That was why Rarity felt surprised when Twilight came knocking. Clad in an eye-hurting, baggy orange turtleneck and even baggier grey sweatpants, she hurried into the boutique and breathed warmth into her hands. Loose as her shirt was, her now perky, massive tits strained against the fabric.

Rarity forced a polite smile onto her muzzle. She would much rather be putting the finishing touches on her Operation Undress Fluttershy outfit, but she knew Twilight had done nothing to deserve a rude reception. “What can I help you with, darling?”

“I,” Twilight began, but a blush cut her off. “I need a dress. For the party.”

“And some everyday clothes too, no doubt,” Rarity said, pinching a fold of the turtleneck's rough fabric.

Wearing a frustrated expression, Twilight nodded. “I just can't find anything anywhere! It's as if mares like me don't exist!”

Rarity took a step backward and sized her up. “Well, to be fair, very few do, but fear not.” She struck a noble pose. “Fluttershy has been coming to me for her clothing for years, dear. Fillies like her don't come around often, so if they want to wear anything other than—” Her snout wrinkled as she indicated Twilight's getup. “—that, it has to be made special.”

Twilight's shoulders slumped. “Just what I was afraid of. I've joined the Fluttershy club.”

“A club many would love to be a part of,” Rarity said, a hint of jealousy creeping into her voice. She hoped Twilight did not notice.

“Yeah, well I hate it. So what if I'm a few inches taller than most mares? I can't find a good pair of pants anywhere, and these things,” she said, pointing to her chest, “get in the way of everything. I don't know how Fluttershy and Princess Celestia do it.”

A smile tugged at the corners of Rarity's muzzle. She detected a hint of reverence in Twilight's voice when she mentioned Celestia. “One grows used to it. Don't forget that I'm not exactly flat-chested myself.” She pushed her boobs forward to drive her point home. Her pierced nipples poked firmly against the thin silk of her pale yellow dress. It did not show any cleavage, but was still tight enough to let her tits stand out.

Twilight looked—or was it a stare?—but did not seem convinced. “Easy for you to say. You've had most of your life to get used to yours, and they didn't come in all at once like mine.”

“That's not true.” Rarity remembered that one summer well. A filly of twelve, she had left school for the season-long break, every bit as undeveloped as her classmates. When fall rolled around shortly after her thirteenth birthday and class was back in session, she had trotted into the classroom with a pair of D cups jiggling about in a shirt three sizes too small. “Well, they weren't quite this big right away, but I grew a lot at first. The point is, Twilight my dear, you will become comfortable with time.”

“I was perfectly comfortable with nothing.”

Rarity folded her arms. “Do you want some real clothes or not?”

Twilight gave a defeated sigh. “Fine.”

“Good. Right this way.” Rarity led her into the work room. She locked the door behind them. If she had to spend several hours on new shirts and dresses for her friend, she wanted to at least have some fun.

“Now,” Rarity said, rummaging in a drawer for a measuring tape, “I'll need to measure you. I need to know what I'm working with.”

Twilight gulped. “Measure me?”

Grinning, Rarity nodded. Her hands clutched the tape measure tighter than necessary, holding it like a whip. “Oh, yes. Is there a problem? You were fine with it before.”

Pink returned to Twilight's cheeks. “I was wearing a bra before.”

“You're not wearing a bra?” Rarity already knew the answer. Personal experience told her anything above an F was difficult to find, and Twilight had long since gone past that.

Twilight shook her head. “Can't you... measure me with my clothes on?”

“Do you know your exact bust? Waist size? Shoulder width?” Rarity did not wait for her to answer. “You've grown in many ways, darling, and you know how much I value quality in my work. One does not simply 'guesstimate' the figures for one's figure!”

Twilight steepled her forefingers together nervously. “Can't you? Just this once?”

“No.”

But Twilight did not move.

“Oh, come now,” Rarity said. “It's not like you've got anything I haven't seen before. Once upon a time, I had to do this exact same song and dance for Fluttershy. Please don't make this take four hours like she did.”

Twilight blinked at her. “You... you've seen her naked?”

“Not quite. She had boxers on—boxers, of all things—but she was topless. Where do you think her bras come from? Not that she needs them.”

“Well, I'll be.” Twilight looked at the ceiling, obviously deep in thought. Several excruciating minutes passed before she looked back at Rarity. “You're... telling the truth, right? You won't make fun of me, will you? I feel like I'm walking around with two of Pinkie's party balloons stuffed into my shirt. I've even caught ponies looking at me weirdly.”

“Those weren't mocking looks,” Rarity muttered under her breath. “Of course I'm telling the truth, and of course I won't make fun of you. Now, if you wouldn't mind, please disrobe.” She took out her notebook and thumbed to Twilight's page. None of the numbers she had written down several years ago would be anywhere close to accurate now.

First, Twilight removed her sweatpants, revealing—

“Boxers?”

A pair of defensive hands shot down to make a futile attempt to cover them. “They—they're comfy, okay?”

Rarity tut tutted and shook her head.

Then, Twilight tucked her fingers under her shirt. She pulled up, slowly and reluctantly. An impossibly narrow waist and perfectly flat stomach met Rarity's curious eyes. Truly, her lower proportions put Equestria's hottest supermodels to shame, for her boxers clung to wide, curvy hips. There was no denying that Twilight was a perfect example of a voluptuous, hourglass, Amarezonian body type.

She continued to lift, slowing as her shirt pulled against her breasts. Rarity coaxed her on, and Twilight pulled up farther, until her shirt was up to her collar bone. An enormous pair of perky purple tits dropped down, each capped with a round, dark nipple. Rarity felt her jaw fall open at the sight of them.

They were so round and flowed out from her chest beautifully. Gravity seemed to have no command over Twilight's boobs. Rarity instantly knew she had no use for a bra. Twilight pulled the shirt from over her head and dropped it on top of her pants, her tits jiggling as a result of her arm's motion.

“Spectacular,” Rarity breathed.

Twilight had not stopped blushing. “Are you going to measure me or not? This is so uncomfortable.”

Rarity rushed forward and forced herself to record Twilight's waist and shoulders first. When it came to recording the top dimensions for somepony as special as Twilight, she wanted to save the breast for last.

Although it was beyond unnecessary, Rarity cupped Twilight's boobs to hold them in place as she took her bust measurements. She also purposefully spent a lot longer than she needed to, feigning the need to get them accurate down the the millimetre. Twilight trembled in her grasp, but she hardly noticed.

She was enjoying this too much. Twilight's tits were so soft, yet firm for their size. Her nipples involuntarily hardened from all the attention her breasts had received, and then Rarity prepared for her favourite part. She slowly slid one hand between Twilight's massive purple cleavage, the end of the tape measure between her thumb and forefinger.

Despite Twilight standing normally, with her hands fidgeting nervously at her sides, it felt as if she smooshed her breasts together in an attempt to trap Rarity's hand. Such an amazing rack should not have been possible, but here it was. She had indeed taken after Celestia in many ways. Finally, Rarity's hand reached Twilight's chest. She pressed the tape measure against it, and pulled until it was taut with her free hand.

As Rarity had suspected, Twilight's boobs were twice the size of hers. “You, my dear, are an N cup,” she said. “But you really don't need anything to hold those big girls in place.” A thought tickled her. Rarity's favourite dildo, Chance, was just shy of a foot long. She could shove it between Twilight's tits, all the way to the hilt, without it touching her friend's chest.

Twilight had not said anything. Her breath came shallow, her chest giving slight heaves. Rarity frowned, looked down, and jotted the numbers in her notebook beside the old ones. What she saw over the edge of her notebook made her drop it in shock. It also made her understand why Twilight wore those ghastly boxer shorts.

Something cylindrical was pressed against the fabric on Twilight's left leg. It grew slowly.

Rarity gaped at it. “Twilight...”

Tears filled Twilight's eyes. She wailed and turned to the door. Its locked handle rattled in her grasp. “R-Rarity, please l-l-let me go.”

Excitement bubbled up inside Rarity. And desire. She placed her hands on Twilight's shaking shoulders. “It's okay.”

“No, it's not!”

“It is. It really is.” She wanted to hug Twilight, but she did not for risk of upsetting her more. “You aren't the first mare I've seen with... well, that.”

Twilight turned around. Her eyes were red. “What?”

The object in Twilight's boxers had not shrank. If anything, it had grown another inch. Rarity shook her head. “It's a long story. Just know that you aren't alone.”

“Thanks, but I don't believe you,” Twilight said bitterly. “I got it when I became an alicorn. Turns out Starswirl's spell had an unexpected side effect. Everypony thinks I received a blessing, but all I really got was a chest that's accidentally broken three of my favourite mugs and—and—this!”

The rage in Twilight's voice shook Rarity, but she pressed on. “Does anypony know about this?”

“Just you.” Twilight had gone quiet, almost too quiet to hear.

Rarity winked a blue-lidded eye. “I think we can keep this our little secret.”

Twilight audibly swallowed a lump in her throat. “We can?”

“Oh, yes, but there is one more thing we need to do.”

“What's that?” Twilight asked, her voice thick with suspicion.

Instead of answering, Rarity leaned forward and kissed her. Twilight did not kiss back, but she did not recoil, either. Rarity pressed into her and felt her breasts squish against hers. She teased Twilight's mouth a little with her tongue before she withdrew.

“W-what are you doing?” Twilight's face had gone completely red by now.

“You have something I want,” Rarity purred. “Something hard and big. Oh—there he is!”

Twilight's cock had made its way through the crotch gap in her boxers. It continued to lengthen and thicken at a slow, steady pace. Twilight pressed firmly against the wall, but could go no farther backward. “B-but—”

Rarity shushed her and started to grope her massive tits, giving her nipples a little pinch. “You said yourself nopony knows about this.” She loved the way Twilight's boobs heaved in her hands as she breathed hard. “You should feel what it's like to be with a mare at least once in your life. ... and, if you like it, perhaps this doesn't have to be a one-time thing?”

Confusion was written all over Twilight's face. She looked down at her friend in disbelief.

“I am the Element of Generosity, after all. I also really, really love cock.” Rarity had not stopped groping her. She could not grow tired of boobs so nice. “I know you haven't done this before, so just relax and let me do the work this time.”

Rarity kissed her again, and this time, Twilight made a feeble attempt at kissing back. She now felt something hard pressing against her. Twilight had not stopped growing. With a squeeze of her hands and a little tongue as encouragement, she ground against the lengthening horsecock between them.

In heaven, she closed her eyes. Twilight stood more than a good head taller than her, and it felt just like being with a well-hung stallion. Except with tits. Massive, firm, lovely tits. She admired just how long it took Twilight to reach full mast. Her partners usually sprang to attention right away, but here was awkward little Twilight, taking her sweet time.

Rarity let her partner come up for air and used the opportunity to look down. Veins started to show in Twilight's cock, which was a shade darker than the rest of her purple body. Rarity knelt and examined it, running her fingers along its smooth surface. It towered above her, nice and thick, its flared head resting between Twilight's boobs.

She grabbed her tape measure. This was one set of dimensions she was particularly interested in. She grasped Twilight's cock firmly, eliciting a sharp gasp and another growth spurt, and she measured up.

“Darling,” Rarity said. “This thing is fourteen inches long.”

“Is—that—good?”

“It's huge.” Her pussy started to feel slick with juices. While Twilight was nowhere near as endowed as Maud, her cock had the potential to slake Rarity's thirst for a good fucking that she had since Hearth's Warming. “Quite a monster. Such a beast demands respect.”

A long, low moan escaped Twilight's muzzle as Rarity worked her hands slowly up and down the humongously hung horse hard-on, twisting them as she went. Starting from just above the boxers, Rarity licked and lightly kissed the cock in her hands, its thickness too much for her middle finger to meet her thumb around it.

Twilight's moans grew louder as Rarity worked closer and closer to the tip. She wanted to tease her for a while, to really work her up. Her lips puckered, and she planted a soft kiss on the flared head. Then she traced her tongue around its rim. The cock looked big enough to stuff her mouth, but not so big that it risked popping her jaw.

Precum glistened on the tip of Twilight's cock, and Rarity lapped it up. Without warning, Twilight's breath grew far more laboured. Rarity stroked a little more and licked the horsecock's head again.

“Rarity—Rarity—Rarity—aaahhh!” Twilight's words came in hoarse, hurried gasps.

The cock became turgid in her hands and grew another two inches. Then, like a cannon, a massive jet of cum spurted from it and hit Rarity square in the face. The shot lasted a full three seconds, and Twilight, moaned with relief.

Rarity was too stunned to move as another shot hit her, twice the volume of the first. Finally, Rarity's inner-slut took over. She had to taste it. Her mouth clamped firmly over the purple spunk volcano, and its latest load of seed erupted straight down her hungry throat. Every bit as delicious as Maud, if not better.

Twilight moaned louder as Rarity jerked her off hard, determined to milk her of every drop. Only two shots had completely covered her face and then some, as thick drops of cum pitter-pattered on the floor. In her limited experience, she found that futas came absolute buckets. Thirty seconds of intermittent swallowing of huge, unrelenting salvos of the stuff told Rarity that Twilight was no different.

With her stomach full of seed, Rarity withdrew. Four more impressive blasts flew into her face before Twilight had finished. She wiped thick gobs of mare semen from her eyes and surveyed the damage. Her dress was completely ruined—a small price to pay for receiving such a facial—and Twilight covered her own face, brick-red with embarrassment.

“I'm so, so sorry, Rarity!” she stammered. “I didn't mean to go off like that. It's just you're so good, and it's been so long, and, and—”

Rarity gave a shocked splutter. Normally when somepony came, their cock grew during the release, but only then. Twilight's had not shrunk. It stood, still drooling a little cum, at sixteen monstrous inches. If anything, it looked thicker and harder than before, its pencil-thick veins throbbing with want.

She stood, her face dripping cum. “Don't worry, my dear,” she said. “Everypony has to have their first time, well, sometime.” In almost any other circumstance, she would have been thoroughly disappointed in her lover, but not now. She could think of several reasons to count Twilight as an exception, and sixteen of them stood proudly between the girls. “But only one of us is in a state of undress. I think it only fair I join you. Only one of us has come. I see you aren't done yet, and mark my words, I will appease that monster, but first you have to make me cum, okay, dear?”

It was Twilight's turn to kiss Rarity. She loved how Twilight's inexperienced hands struggled to undo the complex network of ties at the back of her dress. In one deft motion, she removed the only piece of clothing on her body and let it fall to the floor in a heap. Not wanting the aftermath of her facial to ruin first impressions, she grasped Twilight's turtleneck in her magic and mopped her face clean.

“Hey!”

Rarity chuckled and dropped the cum-soaked shirt. “What? That's all it's really good for. You'll have something better to wear after we're done. Promise.”

Twilight bit her lower lip with anticipation and ran her right hand up and down her cum-slick shaft.

A smug smile adorned Rarity's muzzle. As impossibly sexy as Twilight was, Rarity knew she had a gorgeous hourglass body that nothing with a cock could resist. She let her hands glide down from her generous chest, to her narrow waist, to her toned hips, and finally to her shapely thighs, twisting her body as she did so.

Light blue magic shimmered around her horn, and the room's large closet door swung open. She shoved all of the fabrics on the floor and desk inside it, followed by her sewing equipment. No sense in taking the risk of getting cum all over them. After she completed her task, she shut the door.

“Well, Twilight?” Rarity cupped her tits and squeezed them together. “What do you think?”

Twilight blushed again. She had not stopped stroking her cock since the beginning of Rarity's little show. The head and several inches were sandwiched between her supple breasts. “You're... sure about this?”

Rarity rolled her eyes at her. “Honestly, what part of letting you blow a load like that in my face doesn't tell you I very much want you to fuck me?”

“It's just,” Twilight said, looking away. “I've done some reading.”

“Of course you have.”

“Most stallions' members aren't any bigger than nine inches.”

Despite her protests, Twilight continued to stroke herself, and Rarity, unable to tear her eyes off her, definitely noticed. “What's your point, darling?”

“There's a good reason for that. That's about all most mares' vaginas can accommodate. I—I don't want to hurt you,” Twilight said.

Even with a painfully hard cock in her hand and locked in a private room with one of the most sexually desirable mares in Equestria, Twilight still sounded like a textbook narrator. “Twilight, dear,” Rarity said in a soothing tone, “I am certainly not 'most mares.' Nothing is more satisfying than being really, truly filled.” She held up a hand to forestall the reply she knew was coming. “Yes, most of the nerve endings are only a few inches deep, but those near the back feel oh-so-good when they're hit. That is to say, I prefer my stallions—or in your case, mares—rather large.”

Twilight had not moved from the wall. Timid as she was, Rarity could see the primal desire in her eyes. “You're really sure?” She squared her shoulders and angled her cock slightly forward. Precum gathered on its tip, and it still stood at sixteen inches.

She could not wait any longer. Rarity pointed to the cushioned stool at her work desk. “Sit there, Twilight. Now that you're a little less pent up, I think it's time you received a proper blowjob. But first, you need to remove those ghastly things.”

After a moment's hesitation, Twilight tried to remove her boxers. She pulled the band away from her, but it only reached halfway up her cock before it could stretch no more. Frowning, she squatted. If she could not free her cock from the folds at the boxers' front, she would have to pull her legs out instead. Her cock rode all the way up her stomach and disappeared between her tits, which spilled over her knees. Eventually, she succeeded, and she slid the underwear down her cock and tossed it on top of her other clothes.

Rarity stared at her as she walked across the room to the stool behind her. The way her tits bounced with each step was mesmerizing. Now that she made no attempt at modesty and had ditched her baggy pants, Twilight moved how a mare with her figure should. The bottom half of her hourglass figure blossomed out into a perfect heart-shaped ass thick enough to balance a log on. Her hips swayed, and Rarity could not help but notice that Twilight's bodacious onion butt had a distinct waggle to it.

Rarity had the sudden urge to make Twilight some yoga pants. Her focus returned to the task at hand when Twilight obediently sat on the stool, facing her and legs spread. Rarity put on her must seductive gait as she prowled over. Before getting to work, she leaned forward and kissed Twilight, giving her plenty of tongue.

Twilight shivered beneath her, but did not move. Their kiss deepened, and Rarity took Twilight's wrists, guiding her idle hands to her pierced boobs. Without the need for further encouragement, Twilight groped Rarity's firm tits as they made out, and Rarity returned the favour.

The stimulation made Rarity's pussy quiver with hunger, but it would have to wait. She could not get over how incredible Twilight's huge tits were. They may have lacked the sheer volume of Marble Pie's, but they more than made up for it in how impossibly perky they were.

Reluctantly, Rarity pulled out of their kiss, sucking on Twilight's tongue as she withdrew. She then kissed Twilight's neck, then her collarbone, then the top of her cleavage. Twilight's fingers started running through her hair. Squeezing on the alicorn's tits, she pushed them aside enough for her head to wedge between them, and she gave her several kisses between her breasts as she kept working her way down.

With her face still full of Princess boob, Rarity's next kiss landed atop the flared purple head of Twilight's horsecock. Kneeling, she grabbed her own formidable tits and brought them together on it, just below the crown. Twilight gasped. Her cock may have been a monster, but Rarity had more than enough boob to engulf its girth.

“Mmm, you certainly have a lot to work with,” Rarity said, squeezing her boobs together and rubbing her pierced, sensitive nipples, “but I think we can manage.” She beamed up at Twilight as she used her boobs to stroke her cock in gradual, deliberate motions.

Twilight gripped the desk behind her and leaned back. “Oh, that feels so good, Rarity. Don't stop!”

The feeling was mutual. Having such a warm, throbbing member thicker than her wrist enveloped by her tits sent waves of pleasure through her body. She went down farther with each stroke, enjoying the bumps of every taut vein. Soon, she opened her mouth and prepared to take the head.

There was no need to spit; Twilight's excitement provided all the lubrication she needed. She bent down and started to suck the first four inches, a mere quarter of the beast. A pair of hands grasped her head and pushed down with moderate force. Taking her cue, she bobbed her head, sucking as hard as she could and caressing the shaft with her tongue, all the while working several inches of cock with her tits.

Twilight's grasp tightened, and Rarity responded by increasing the range of her movements. She now came almost all the way up to the tip of Twilight's cock before sinking halfway down it again. Each time she descended, the stiff member bored into her throat.

Fittingly for Twilight, her cock had grown with meticulous consistency, boasting the exact same thickness on the ten inches from tip to medial ring, where it gained half an inch of girth, which it maintained all the way to the base. After several minutes of nonstop sucking, her pace kept up by stealing tufts of air through her snout each time she only had a couple inches of cock in her mouth, Rarity let go of her boobs and grabbed the lower reaches of Twilight's cock.

Angling herself, she lunged down. Inch after lubricated inch slid down her throat, pushing its way toward her stomach. Her lover had released her, no doubt clutching the desk again. The thickness of it hurt, but Rarity knew it meant she gave Twilight some airtight suction. Her lips strained as they passed the medial ring, and she kept going until her mouth met her fingers some three inches from the base.

She held it for as long as she could, and then came up for air. Twilight's fingernails had gone white from how hard she gripped the edge of the desk. She stared at the ceiling, obviously trying not to cum. Rarity gulped in a lungful of air, and then went down again, quicker than the last time. She repeated this thrice more, and readied herself to deep throat Twilight again, but the massive purple horsecock started to buck and jerk in her hands.

She let it go.

“W-why did you stop?” Twilight asked, desperate. “I was so close.”

Rarity giggled. “That's exactly the point. I can't have you shooting another load until I've had you inside me.”

Twilight took her hands off the desk, but resisted the urge to jack off. “Then why'd you do that for so long?”

Massaging her throat, Rarity stood and shot her a wicked grin. “Well, one must learn how to contain herself. You'll thank me for that lesson later. It makes the release feel all the better, and you'll last much longer once you've gotten the hang of it.” Her eyes narrowed. “And I'm not just going to fuck you, Twilight. I'm going to ruin other mares for you. Every time you're with somepony else—and believe me, there will be other fillies in your lifetime—you'll wish it were me instead, because they can't pleasure you like I can.”

“Is that a good or a bad thing?” Twilight asked coyly.

Rarity advanced and placed her hands on Twilight's shoulders. “Good,” she said, bringing her pussy right over Twilight's cock. “Most definitely good.”

Twilight held up a hand as Rarity went to mount her like one of Khal Drogo's horses. “Shouldn't we, you know, use protection?”

“Really, now,” Rarity huffed. “Do you think I have a condom that can fit around that beast?”

“Condoms have a lot of elasticity to them,” Twilight said matter-of-factly.

This protest would not stop her from getting what she so desperately wanted. “Your seed doesn't cause pregnancy.”

“How do you know?”

Rarity thought back to Maud and the sheer amount of cum she had unloaded inside her. A forefinger went between her teeth as she relived that wonderful night. “Let's just say I've been with a futaneighri before. You know, it feels a lot better bareback, and even if I'm wrong, they make pills for that. Just believe me when I say that this is one winter you most certainly don't want to wrap up.”

Twilight groaned, but did not utter any further words of protest. Rarity stepped up again. She wanted to tease the head with her pussy lips, but she was much too horny for that kind of foreplay. Instead, she sank just slowly enough to savour its first foray into her nethers.

Both mares moaned, and Rarity's eyes rolled upward. It felt every bit as good as she thought it would. Despite being a size queen, and therefore used to taking in cocks of unusual dimensions, Twilight's proved a tight fit as it bored its way inside her, the process eased by the amount of precum mixed with the drool of Rarity's pussy. The cylindrical bump in her stomach telegraphed Twilight's progress.

With half the length inside her, Rarity shoved her chest forward and started to ride. With her magic, she grasped Twilight's hands and placed them on her ass. Twilight groped and squeezed it while she started to kiss and suck on Rarity's tits. Each time Rarity lowered herself on Twilight, she sank down just a little farther.

She moved slowly, letting herself drink it all in as much as Twilight. The horsecock's thick veins brushed against her nerve endings, and pleasure roiled in the pit of her stomach. Despite only reaching the medial ring, she felt the build up already nearing its breaking point. She was surprised at how quickly it had happened.

Then Twilight spanked her, and a resounding thwack! filled the room.

Rarity's head snapped back and she howled in ecstasy as her orgasm hit her. She grabbed Twilight's head and pressed it into her boobs. Breakers of pleasure made her write atop the hard shaft, and she ground her squirming pussy on it. Twilight groped and stroked her ass all the while. Eventually, it subsided enough for her to regain control.

Clenching her teeth, she sank even lower, her pussy lips passing the medial ring. Much like Twilight, she had to release a pent up orgasm before she could really get going. She rode harder, and went down farther and farther. A second orgasm threatened to overwhelm her, but she held it at bay.

She may have been stuffed to the brim with cock just five days ago, but Rarity's innermost depths had not grown accustomed to being filled past twelve or thirteen inches. And now, as she neared the end of the marvellous mare meat pole, she was doing exactly that. Her big tits pressed against Twilight's even more monstrous ones, and the two mares kissed passionately.

Never doubting herself for a minute as Twilight's tongue moved about in her mouth, Rarity bottomed out, and received another spanking as a reward. She moaned into Twilight's mouth as her second orgasm hit her. Her insides squeezed the cock jammed into them, and her breath came in hard, excited gasps through her nostrils.

Twilight grinned at her as she came up for air. “I never thought anything could feel this good. No books, not even the special ones Princess Celestia gave me for my eighteenth birthday, come even close to describing it.”

“Of course not,” Rarity said huskily, too horny to consider the implications of what Twilight had just said. She planted her hooves in the ground, and then she started to move.

Twilight's grin turned into pleasured shock as Rarity rode her. Rarity's tits bounced and flopped about in her face, and she bottomed out each time she came back down, her thighs slapping against Twilight's. Finally, the instinct Rarity knew Twilight had spurred her into action. Twilight thrust into her with small, but powerful motions.

Thoroughly filled, Rarity continued to ride. All the nerves in her foal garden flared with delight, and she shuddered each time Twilight hilted. She rode as hard and fast as she could, profound pleasure boiling. Her breath came in pants as she struggled to control herself. Normally, she had much more composure and longevity than this, but something about a cock this massive and powerful always made her melt.

Following a particularly hard thrust from Twilight, Rarity lost her balance and she fell onto her lover, lost in the throes of orgasm for the third time that day. “Oooohhh!” she said, her tongue lolling about. Tight as she was, Twilight kept thrusting into her, prolonging Rarity's climax.

Her moan died down, and she gave Twilight a long, affectionate kiss. Going into this, she thought virgin Twilight would get the most out of their coupling, but this was turning out to be one of the best fucks she had in a very long time.

Twilight gave her a wry grin. “Now who's gotten off more than the other?”

“That thing is really, really big,” Rarity said. “Big, but so, so good.”

“You asked for it.”

“I did.”

Twilight squeezed Rarity's melons none too gently. “Why did you stop? I'm not done yet.”

Rarity pecked Twilight on the muzzle and dismounted. Immediately, her pussy ached with wanting. She pulled a puzzled Twilight to her hooves. “Because, Twilight, it's your turn now. I'm going to lie on that desk, and you're going to fuck me.”

“I've sort of wondered what that's like,” Twilight said.

“Now you don't have to.” Rarity was on the desk, her legs open and inviting.

Twilight towered over her, her cock pointing straight out from her body. She stepped forward and popped the fist-sized head back into Rarity's marehood. Grabbing Rarity's legs, she pulled herself forward, burying herself back inside her.

Rarity groaned and wrapped her legs around Twilight's back when she had made it halfway in. The first several thrusts were slow, experimental. Rarity rubbed her pussy with one hand as Twilight went deeper and deeper. With her legs, she pulled Twilight in, and her lover impaled her to the hilt.

Now Twilight moved with purpose. Her humongous tits swung pendulously as she thrust, and Rarity enjoyed the show. The desk slammed against the wall as Twilight quickened her pace. Already on edge from riding cowgirl, Rarity came yet again on Twilight's cock. She bucked her hips against Twilight's thrusts, and her legs kept her in their grip.

Twilight did not stop. She leaned forward, her thrust now only a few inches, but far more powerful than before. Her tits filled Rarity's face. Rarity kissed them as they bounced against her. Twilight's thrusts started to become erratic. She had waited long enough, Rarity decided. There was no reason to stop her from cumming.

Rarity kept rubbing her pussy as her orgasms chained together, one after another. Twilight fucked her without mercy now, pounding her for all she was worth. With her free hand, Rarity held onto the desk for dear life. Feminine grunts from Twilight met her ears.

A minute later, Twilight leaned back, her hands grabbing Rarity's slender waist hard. She pulled almost all the way out, then buried herself back in until their thighs slapped together. Several small thrusts followed that, and then another. Rarity looked up at her. Her eyes were squeezed shut, and sweat glistened on her body. Twilight's boobs jutted forth, perky as ever. She looked so majestic as she stood over her.

Twilight's wings flared, and sparks flew from her horn. She pulled back for another fourteen-inch thrust. The cock deep inside Rarity swelled. “Oh, oh, Celestia! Brace yourself—winter is coming!” Twilight yelled. A thick, powerful jet of cum burst into Rarity's womb. Rarity grabbed her breasts and squeezed them as Twilight came.

Leaning back, Twilight continued to thrust as massive shot after massive shot travelled up her cock and into Rarity. Her hands remained on Rarity's waist. Rarity thrashed about on her back as more and more cum filled her with no signs of stopping. Twilight's face wore an expression of pure ecstasy.

Rarity was so full of cum, yet more gushed forth. As if noticing just how many litres of sticky futa horse jizz she had fired into her lover, Twilight pulled out and grabbed her spurting cock with both hands. Long ropes of cum flew from it, and she simultaneously jerked herself off and thrust into her hands.

Several shots sailed over Rarity and splattered loudly against the wall behind her. Twilight angled her cock downward, and shot after shot blasted Rarity in the face and tits. It only took three shots to completely coat her from horn to belly button, but Twilight loosed a dozen more before she grabbed two overflowing handfuls of her own voluptuous tits and buried herself inside Rarity once again, using her tight pussy to squeeze out one final blast, followed by the dregs.

Rarity, along with the desk she lay on, was covered in so much futa semen, she looked doused in paint. A shaky arm raised and wiped her snout and eyelids clean. She sat up, and rivulettes of cum ran down her curves, forming a sizable lake around her. Immediately, Rarity knew Twilight's old clothes would be nowhere near enough to mop up the desk. She would have to give it a thorough scrubbing after all was said and done.

And judging by the foot of cock still inside her pussy, all was most certainly not said and done.

Twilight had stopped moving. She idly kneaded her huge tits, huffing with exhaustion. Once again, Rarity's magic grasped Twilight's discarded garments and summoned them to her side to use as cum rags. “That was tremendous, my dear,” she said.

Snapping out of her stupor, Twilight withdrew her cock. It had flagged somewhat, but still bore enough hardness to stand. “I don't know what came over me. You're not hurt, are you?”

Rarity stood beside her and wiped herself down. The aftershocks of the ruthless dicking left her off-balance. Twilight appeared so deceptively meek and timid, the way she looked at her nervously. It melted Rarity's heart. She was such a sweet mare, naively oblivious to how gorgeous and sexy she was, until her cock had a pussy around it. Then she fucked like a rabid animal.

“Not at all,” Rarity said. “In fact, you ravished me with a ferocity that very few stallions can manage. A pity, too, because it feels incredible.”

“I think you were right, by the way.” Twilight pointed to the white destruction she had wrought. “Holding back until I couldn't anymore really did make the release feel a lot better, though...” She covered her face, failing to hide a blush. “I normally don't, you know, that much.”

It was a lot. Now that she stood, Twilight's seed leaked from Rarity's pussy and down the insides of her thighs in a steady stream. “Of course.” Her left hand clutched Twilight's half-hard cock. It responded to her touch by giving a sharp jerk and growing three inches. “It would also seem you've got another one in you.”

Twilight nodded.

“But first, you need to do something for me.”

“What's that?”

In a flash of magic, Chance flew from a desk drawer and hovered between them. “Part of you has been pleasured. Now it's time for the other half.”

Twilight went bug-eyed and gulped. Chance was almost a foot of wrist-thick, veiny rubber horsecock. “Y-y-you want t-to s-s-s-shove that thing in me? It'll rip me in half!”

With a bemused sigh, Rarity bent over and took Twilight's cock in her mouth. “Ahhh,” Twilight said as Rarity worked it with both hands and her skilled tongue. Once it had returned to its former glory, she popped it out of her mouth and stepped back, holding it horizontally from Twilight's body. She took Chance with her free hand and held it next to Twilight's member.

There was no comparison. Twilight dwarfed Chance in every single way. It looked like a toy next to her—which it was. “I've had you inside me,” Rarity said. “Little Chance doesn't hold a candle to you.”

“'Little'?” Twilight gave her a skeptical look. “He's the size of my forearm!”

“That's the point,” Rarity said, still staring at the two huge cocks in her hands. “Chance may be a little large, but you're taller than most mares. I think you can handle him.”

“I don't know...”

Rarity squeezed Twilight's horse boner. “Do you want me to keep going or not?”

The frustration written all over Twilight's face told Rarity she had won. Twilight just had not realized it yet. She gave the base of her shaft a few strokes. “I can always finish myself.”

“We both know it's nowhere near as good as the real thing.” The head rested in her palm, filling it completely. She traced her thumb around the flared crown. “Here. Allow me.”

In a whisk of light-blue magic, Rarity's fainting couch appeared from nowhere and slid behind Twilight. She loved being able to do that. Twilight allowed Rarity to guide her to the couch, and she sat back on it. Her amazing tits did not flop over her arms when she leaned. Rarity stood over her and put her left leg on the couch.

Her magic enveloped Chance, and she brought it to her pussy lips. Twilight, her cock standing straight up like a veiny purple flagpole, stared at the dildo as Rarity teased herself with it. In a slow, gliding motion, she pushed it inside herself, grinding her curvaceous lower body against it as inch after inch slid into her nethers.

As always, Chance felt amazing in her marehood, but after just having the much bigger Twilight inside her, it just was not enough. But she took Chance all the way to the hilt and moved him up and down with her magic, letting her slick juices lube him up. With both her hands free, she started to knead her breasts and pinch her nipples.

“Mmm,” Rarity said. Her pussy clenched the familiar shaft inside it, and she shuddered with pleasure. Through half-lidded eyes, she noticed Twilight had not stopped staring. Satisfied with her preparation, she removed Chance. Her arousal dripped from the toy.

Twilight relaxed a little and straddled the couch. Only a tight little purple pussy accompanied the cock between her legs. Rarity had no idea how Twilight managed to cum so much like that, but she was far too horny to worry about it. She sat on the opposite end of the fainting couch and bent forward.

Her tongue parted the soft folds of Twilight's nethers. Chance really would be a tight fit, but she could make it work. She caressed her partner's curves and eased her tongue farther inside, tasting Twilight's tantalizingly tangy filly fluid. The way Twilight moaned and pressed her pussy into Rarity's muzzle were all the signs she needed to tell her that she was doing a good job.

Rarity continued to administer her fillyatio and stared gently stroking Twilight off. She made sure not to give the alicorn's second horn too much attention. Twilight could not be allowed to cum until Rarity finished having her fun. More delicious juices met her tongue. She stuck her tongue in as far as it would go, and a pair of hands grabbed her head and pulled her in tight.

“Ooohhh, it's so good!” Twilight cooed as she came with her mare parts.

As Twilight's inner walls pulsed from her maregasm, Rarity slurped and licked. After an intense half-minute, Twilight let her go and breathed heavily. A couple trails of precum dribbled down her cock, and Rarity sat up, licking her muzzle. “Somepony enjoyed that.”

Twilight nodded, too winded to speak.

Once again, Rarity grabbed Chance with her magic and held it next to Twilight. “Do you want this?”

Another nod.

“Beg me for it. Tell me how much you want Chance the stallion inside you.”

Magic of Twilight's own shimmered around the huge sex toy, and she wrenched it from Rarity's magical grasp. Rarity sat there in disbelief as Twilight levelled the toy with her pussy and pressed it against her lower lips. She was too tight for the mail order monster. Grunting in frustration, Twilight grabbed the couch with her left hand and started rapidly stroking her cock with her right.

Her magic kept glowing around Chance—Rarity had given up trying to fight her, a vastly more powerful magic user—and she continued to press it against her nethers. Something eventually had to give, and it was not Chance. All at once, a quarter of the toy disappeared inside Twilight, and she howled with pleasure and pain. “Soooo biiiig!” Her tongue lolled from her muzzle.

It was one of the hottest things Rarity had ever seen. She had prepared a witty remark, but instead, she dove into Twilight's chest, took an erect dark purple nipple into her mouth, and sucked on it hard. Twilight went back to panting which almost drowned out the sound of her magic shimmering around the dildo.

Both of Rarity's hands were beyond overfull of boob. She pressed against Twilight's chest and occasionally gave her tits soft nibbles. Twilight kept stroking herself all the while, and Rarity kissed, licked, and sucked on her tits. Soon, she felt herself pushed away, and she landed on the floor.

Twilight had put Chance in a vertical position, and began riding him. She gawped at Twilight. The virgin Princess had taken the extremely large toy all the way to the hilt after only ten minutes of having it inside her. With her hooves squarely on the ground, Twilight bounced up and down on the toy, her incredible boobs flopping everywhere.

Rarity could do little more than rub herself. Twilight's eyes were shut as she bounced harder and faster. Her pace built up to a fever-pitch, and another howl burst from her throat. She hilted on the dildo and collapsed forward, her body twitching from a powerful orgasm. The sight of it made Rarity orgasm, too, her pussy grasping the three fingers she had knuckle-deep inside it.

Both mares soon recovered. Twilight had not cum with her cock yet, and Rarity's latest orgasm was nothing compared to the ones she felt with Twilight inside her. She needed Twilight, and needed her now. Her hands clutched Twilight's shoulders, and she pushed her onto her back, Chance still firmly lodged inside her.

Twilight barely had an opportunity to look at her before she had slid all the way down her hard purple cock and began riding her with abandon. Rarity's tits bounced in Twilight's face as she rode the demigoddess just as hard as she rode Chance. Thwack! Rarity winced in pleasure as Twilight spanked her hard enough to leave a beet-red handprint on her bubbly ass.

Ecstasy fogged her mind as Twilight gave her as good as she got. Rarity had already been close to orgasm when she mounted her again, and now they hit her one after the other to the point where her legs felt like they would give out at any moment. Twilight had her face and mouth working on Rarity's tits, and her hands gave her lower half all the attention it craved.

It took all of her mental fortitude to keep herself moving on the unflagging spire of turgid mare meat that filled her almost to the limit. Finally, she could hold it back no longer. Her knees buckled beneath her, and she collapsed into her lover. Twilight's massive, pillowy tits cushioned her fall completely. She grabbed Twilight by the head and pulled her into a deep, passionate kiss as she lost herself to her biggest orgasm yet.

Every nerve in her body sent intense pleasure signals to her brain, and she moaned into Twilight's muzzle. Fatigued as she was, she still groped and kissed Twilight with passionate vigour, her tongue thrashing about in Twilight's mouth. She had no idea how long it was before she came down. When their kiss finally broke, she stared at Twilight, a hungry look in her eyes and loving smile on her muzzle.

Twilight returned the look.

“You're not quite finished, are you, darling?” Rarity managed.

“It took everything I had not to cum right there,” Twilight said, her hands massaging Rarity's breasts.

“Good. I want you to do one last thing for me.”

There was no apprehension in Twilight's face this time. “Oh? And what might that be?”

With immense difficulty, Rarity dislodged herself from Twilight. She could have sworn her cock had grown another inch. But if Twilight was as close to release as she claimed, it made sense. She was also proud to notice that Twilight still had her prized dildo all the way inside her. “Do you remember the blowjob I gave you?” she asked.

“How could I forget?”

“You can do it, too, you know.”

“Huh?” Twilight wore a puzzled expression. “I'm not seeing anypony. Well, anypony with a penis, that is. Unless you mean Chance, but I don't see—”

“I meant you.”

Twilight stopped talking and did not close her mouth. It was as if the concept Rarity had suggested was so foreign, Twilight could not even contemplate its existence. Nearly a minute went by before she said, “My cock? In my mouth? Y-you're kidding, right?”

“Of course not,” Rarity said. “I think you'll like it. You can even get the girls to help you. I’m actually surprised somepony as clever as you couldn’t figure out something so obvious.” To emphasize her point, she hefted Twilight's tits and gave them an affectionate squeeze.

A long sigh heaved from Twilight's chest. “I can't believe I'm doing this.”

“I would think you'd have learned to trust my judgment in these matters,” Rarity said defensively. “It's not like I've led you astray so far.”

Instead of quipping back, Twilight grabbed her cock and pointed it straight up. Her head quirked to the side with uncertainty, but before Rarity had to speak any words of encouragement, she opened her mouth wide and dove down. A full six inches disappeared into her mouth, and she mashed her huge tits against her shaft, almost completely smothering the rest.

Rarity watched with fascination as Twilight bobbed up and down on her own cock, sucking and slurping away, jerking herself off with her enormous boobs all the while. As she enjoyed the show, she started to gently rub herself with two fingers and used her free hand to slide Chance in and out of Twilight's pussy.

Occasionally, Twilight would moan into her shaft. It did not take long for a jolt to stiffen her whole body. A second later, her wings snapped open, and she bent down as far as she could, taking in another three inches and squeezing her tits hard. Then Rarity heard it, a loud, continuous splatter against Twilight's throat that lasted eight seconds.

Twilight's eyes shot open in shock, but she drank the entire first shot of her own load all the same. Her cock twitched and pulsed as more blasts of hot sticky cum travelled up it with impressive velocity, the blasts hitting the back of her throat hard enough to make her recoil each time.

Rarity bit her lip with anticipation, knowing her turn would cum. There was no way Twilight could stomach it all on her own, judging by the sheer volume of her first two discharges. She took several more shots like a champion, but another pushed her to the breaking point, her snout and lips leaking large trickles of spunk.

When the next shot came, Twilight's head popped off her cock, and a good portion of it hit her in the face. She drooled cum, looking completely stunned and disoriented, as her cock blasted the latest round of its considerable payload upward hard enough for it to splatter on the ceiling.

Rarity pounced, taking a full, massive shot to the face. It, along with her tits, were utterly soaked before she clamped her ravenous maw around Twilight's horsecock. Cum from overhead dripped down on her as she swallowed shot after shot of the delicious substance. She took an entire foot of the beast down her throat and sucked down seven more huge shots before she pulled it out and aimed it at Twilight.

Unable to stop herself, Twilight came all over her pretty face, much of the splashback hitting her tits. Rarity closed her eyes, opened her mouth, and stuck out her tongue, and took the remnants of Twilight's load in her mouth from a distance.

The smell of cum hung heavy in the air. Twilight's cock, satisfied at last, began to slowly retract into its sheath. Rarity pecked Twilight on the snout. “So, how did you enjoy that taste of your own medicine?”

“Why didn't you tell me I came so much?”

Both exhausted mares shared a laugh.

“Really. I think I know what I'll be doing most mornings, when I can get away with it,” Twilight continued.

Rarity mopped up what she could with the remains of Twilight's old clothes. It would take her quite some time to recover enough to make her something to wear home while she worked on a new wardrobe for her, but it was a small price to pay for such a great dicking. “I should hope so. For never having done it before, you're a very, very good lay.”

Twilight giggled. “You do some pretty amazing things yourself, Rarity. There's a certain pony I—oh, never mind—but on the off-chance that—ugh, forget it. I guess what I'm saying is I'd like to be your... student?”

“What, you're going to start calling me Celestia now?” Twilight's flustered expression told her all she needed to know. “Only kidding, dear! I know what you mean. I would most certainly love to take you under my wing, if I had one. But in short, my answer as yes, as long as I have such a wonderful specimen to look forward to during each of our sessions, how could I say no?”

Twilight regained some of her composure. “You'd think that's mandatory.”

“It most certainly is... my most faithful and supremely endowed student,” Rarity said with a wink. “If it does help you feel better, you can call me Celestia, though.”

Twilight's face went red as a tomato. “RARITY!”