Rainbow Dash stared at the two mares across from her and swallowed. Fluttershy, her mare friend and one of her six best friends. And Princess Celestia. The ruler of their country. Her Princess. Her leader. Twilight Sparkle’s surrogate mother. They weren’t staring at her disapprovingly. No, the exact opposite. Celestia wanted to share. A quick spell had ensured that Rainbow’s daily dose of Futa-potion would last well into the night.

Fluttershy, normally shy and withdrawn around other ponies, had the same almost predatory look in her eyes as Celestia. Opening her mouth to speak, Rainbow found Fluttershy’s hoof against her lips. “No talking Rainbow Slut.” She said, blushing furiously. Rainbow’s eyes widened and Celestia nodded approvingly.

“Wait... is this a lesson?” Rainbow thought to herself, her eyes going from Celestia to Fluttershy and back. “I have a present for you today, my dearest Rainbow.” Fluttershy said, leaning in and kissing Rainbow softly. “Celesetia does too.” She whispered and Rainbow watched, eyes wide, as Celestia got down on her knees, her regalia forgotten, and dragged her tongue up the length of Rainbow’s shaft. She didn’t exactly stop there, however, continuing her journey up over Fluttershy’s pussy. Fluttershy moaned and looked over her shoulder, her own eyes wide and Celestia winked at her before returning her attention to Rainbow’s slowly hardening cock.

“Today... Celestia is going to be your partner. And I’m just going to watch.” Fluttershy said, her blush growing even more furious and Rainbow’s eyes felt like they were about to pop out of her skull.

“Did she seriously just say that?” Rainbow thought to herself. “Fluttershy, the mare I’m still having trouble getting to come out of her shell, is going to watch Celestia fuck me?” she thought, attempting to look at Fluttershy only to have her face covered by Celestia’s royal cunt, the speedster’s nose and muzzle disappearing into the folds. The Princess of the Sun was much larger than Rainbow Dash was. The rainbow maned head disappeared under the Alicorn’s rump, Celestia moaning in sheer pleasure as Rainbow thrashed, attempting to get free to keep asking Fluttershy what was going on. Until she felt a pair of lips on her shaft, slowly expanding into a deep tunnel she knew well at this point. Fluttershy was swallowing her cock while Celestia rode her face.

“They’re tag teaming me. Celestia and Fluttershy are both fucking me.” She thought to herself as Celestia ground her hips against Rainbow’s head. She couldn’t fight back, not with Fluttershy’s mouth around her cock, but if Celestia pushed any harder, Rainbow was sure her head would disappear up her monarch’s pussy.

“You’d like that, wouldn’t you Rainbow Dash?” A voice asked in her head and she blinked attempting to look around the ass covering her face. A moment later, she was sucked out of her body, Celestia and herself hovering over the display. Celestia’s body still rocked on Rainbow’s head while Fluttershy’s head bobbed, her nose touching Rainbow’s belly with each swallow.

“What’s going on?” Rainbow asked and Celestia smiled.

“You think nothing happens in this kingdom that I don’t know about? Why do you think I suggested to Fluttershy we play this little trick on you? Observe.” She said and Rainbow looked down, watching as Fluttershy popped her lips free, traded places with Celestia, and placed her sopping cunt on Rainbow’s nose. Celestia smiled as her body lowered her sopping pussy over Rainbow’s hard shaft. The sudden embrace of a mare cunt as hot as Celestia’s all but forced Rainbow to release inside the Princess of the Sun. “Though... I am having my own bit of fun as well.” Celestia said and Rainbow looked up at her before looking back down.

She couldn’t see her entire lower half. Celestia was just that much bigger than her. Then she noticed something different. She was shrinking. Fluttershy and Celestia were still the same size, but Rainbow Dash was shrinking. “Why am I getting smaller?” Rainbow asked and Celestia smirked.

“You’ll see.” She said and Rainbow turned back to watch. In the time she’d asked her question, she’d shrunk to the size of one of Angel Bunny’s Extra Large Carrots. Watching what was happening next was like watching a fetish video. Celestia grasped Rainbow’s body in her magic, Fluttershy lay back, and Rainbow was pushed inside Fluttershy’s still dripping mare cunt. Rainbow’s jaw dropped as she watched herself disappear inside Fluttershy before Celestia started in, her mouth going to Fluttershy’s clit and teasing.

“Wait a minute. If you keep that up while I’m in there, she’ll...”

“Ejaculate you into my mouth, yes. Do not worry Rainbow Dash. I have a plan that I am sure you will thoroughly enjoy.” Celestia said and Rainbow turned back and watched as, just as she’d predicted, Fluttershy came. She could almost feel Fluttershy clenching around her, pushing her out. A moment later, she could feel Celestia’s tongue cupping her, pressing her against the roof of her mouth as she swallowed every drop of Fluttershy’s cum. Fluttershy, not realizing that Rainbow was safe, nearly went into a panic before Celestia kissed her, pushing Rainbow into her own mouth.

“Don’t swallow, whatever you do.” Celestia said and Fluttershy nodded, holding Rainbow as carefully as she could with her tongue and teeth. Rainbow and Fluttershy’s eyes widened as Celestia shifted, angled herself over Fluttershy’s head, and dropped. “There now, you see. I have years of experience at this sort of thing.” Celestia’s thought self said to Rainbow and Rainbow watched as Fluttershy ever so slowly disappeared into Celestia’s cunt. She hadn’t shrunk, the bulging belly was evidence enough of that, but the entirety of her mare friend was inside Celestia’s pussy. Looking at Celestia, the Princess waved cutely with her hoof and Rainbow was back in her own body. Inside Fluttershy’s mouth.

Holding on for dear life, Rainbow squirmed, feeling Fluttershy squirming around her. Did Celestia really have this much control over her own body? A moan echoed in Rainbow’s ears as Fluttershy’s mouth opened, Rainbow spilling out only for the two of them to go on a rather quick trip back onto the bed. As soon as Rainbow landed, she was grown back to full size and Celestia smiled down at them. “Well, how was that?” She asked and Fluttershy only panted, thoroughly exhausted.

“I think you’ve earned a real fucking, Celestia.” Rainbow said before pouncing on the Princess. Celestia’s eyes went wide as Rainbow forced her to the floor, her cock hard and ready, rubbing between Celestia’s thighs. “Ready? No? That’s too bad.” She said as she drove her cock home. Celestia yelped in pleasure, her head going back against the pillows as Rainbow plowed her, using the Princess of the Sun’s sopping mare cunt as a vent. Getting shoved up the Princess’s pussy alone would have been one thing.

Being ripped from her own body only to watch as she’s shoved in Fluttershy’s mouth, who then gets shoved inside Celestia’s cunt, was another. Celestia moaned in pleasure as Rainbow pounded into her, barely noticing one of the guards peeking in the room to see what was going on before jerking back so he wasn’t seen. That’s when it clicked. Rainbow’s sudden cock-trusion to her pussy had broken her sound dampening spell. If any nobles wandered by, they’d hear Celestia getting pounded and probably ask about it afterwards.

Fluttershy relaxed on the bed, watching her mare friend turn their Princess into a mewling slut, resisting the urge to rub herself. If she waited, Rainbow would make her feel amazing when they got home. Seeing Rainbow going harder, Fluttershy smiled. She knew what was coming next. Climbing off of the bed, she walked over to the door and stood in front of it, watching the two of them. With a hard thrust, an echoing smack resounding in the room, Rainbow came, Celestia screaming in sheer pleasure as Rainbow filled her royal cunt. Both guards turned around the door and froze, seeing Fluttershy standing there with a serene smile on her face.

Looking up at the display, the two of them blushed furiously, jerked back around the corner, and stood at attention as their captain approached quickly, only to stop herself and smirk a the display on the bed. Celestia was a quivering mess, Rainbow’s cock still pumping away inside her, both mares utterly exhausted. Looking at Fluttershy, Captain Helia walked over to the bed and got down on eye level with the upside down Princess.

“Captain Helia... why are you on the ceiling...?” Celestia asked, dazed and Helia sighed and gently pat Celestia’s cheek.

“You go to sleep now Princess. You just had your brains fucked out.” She said and Celestia merely nodded dumbly before flopping over on her side, Rainbow Dash’s cock sliding free, and was immediately snoring. “Well, if you weren’t Rainbow Dash, you’d be spending a week or two in the dungeons for making Celestia sound like that.” She said and Rainbow blushed. “But, since you are Rainbow Dash, and clearly the Princess enjoyed that rather thorough dicking, I’ll let it slide.” She said and Rainbow smiled. “On the condition you do the same to me tonight when I get off shift. You can bring your mare friend too.” Rainbow and Fluttershy both blushed as Helia walked out of the room, her tail swaying.

“Flutters, did I make a mistake with this?” Rainbow asked Fluttershy, who looked back at her and shook her head.

“No, I don’t think you did. They’ll just have to remember that you’re my mare.” Fluttershy said, climbing up on the bed and kissing Rainbow. Rainbow smiled before the two of them walked out of the room, one guard’s horn lighting and covering Celestia up.

Later that night, Rainbow stared, her jaw slack, as Helia had her way with Fluttershy. She knew how to push Fluttershy’s buttons and get her squirming in under twenty seconds. Helia had her squirming, moaning and squirting in under ten. The entire display was wreaking havoc on Rainbow’s cock, which was hard and twitching, waiting for her turn. With a loud slurp, Helia dragged her tongue up the length of Fluttershy’s cunt, causing the normally shy mare to swear out loud and orgasm right in the Captain’s face.

Helia smiled and licked her lips, one eye closed and covered with mare cum, as she looked over at Rainbow. “Well? I’m waiting, Wonderbolt Dash.” She said, swaying her tail out of the way. That was all the invitation Rainbow’s cock needed. As if dragged there by some magic, Helia being a Pegasus, Rainbow sank her cock into Helia’s pussy, all the way to the hilt. Helia moaned and smiled, returning her attentions to Fluttershy while Rainbow pounded her.

“I didn’t even suggest this. Are all of Celestia’s guards this horny all the time?” Rainbow asked no one and Helia looked back at her with a smirk.

“Yes, Rainbow Dash, we are. You would be too if you were constantly assaulted by Celestia’s royal cunt every morning and unable to touch it.” She said and Rainbow blinked as Helia ground her hips against Rainbow’s, her cock buried entirely in the Pegasus mare. Rainbow stood completely still as Helia did the work, her lips working Fluttershy into a fervor, her hips and clenching cunt working Rainbow’s cock until the rainbow maned Pegasus couldn’t hold back anymore. With a hard thrust of her hips, she pushed Helia’s muzzle into Fluttershy, causing her marefriend to orgasm on the Captain’s face as Rainbow herself pumped Helia full of Mare Spunk. Helia moaned into Fluttershy before slowly removing her muzzle, licking as she went, and looking over her shoulder at Rainbow Dash.

“What?”

“You’re gonna share that with Spitfire, right?” Helia asked and Rainbow’s jaw went slack. Helia just laughed as she walked out of the room, leaving the two thoroughly spent mares alone.

“That was mean Captain.”

“No meaner than draining that potion from her. She’ll have to replenish if she wants to go again.” Helia said as she walked passed her guard, her belly almost sloshing with Pegasus cum.

Author's Note

And there we have it. Luna and two of her guards, Celestia and her new Captain. Can anyone guess who I have in store next? If you do, you get a cookie. From Celestia. That you have to fish for. From her cunt. Goodluckongeussinggottarunbye!