Thestrals at Midnight

by LegionofPony

Chapter Three: Giving a Flying Fuck

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"Aw yeah, time for Twilie's first DP, 'ey Bade?" Amaya asked, now proudly wearing the rather large stallion dildo, the same one that Twilight had been using earlier while blowing Bade, on the harness on her pelvis. Twilight grabbed another horsecock dildo out of her luggage and held it in her magic as she slowly pushed it into Amaya's more than ready marehood. As as she did, she got a quiet moan as Amaya felt the first iota of pleasure and relief from her raging estrus, Twilight hearing a contented sigh as she had hilted the ten-incher in her.

"'DP'?" Twilight asked, looking quite nervous at the unfamiliar terminology.

"It means 'double penetration'," Bade explained, "a mare having sex both anally and vaginally at the same time, or double-vaginally, with two partners or two toys, or a combination. But...we're only gonna if Twilight wants to, right Amaya?" Bade asked firmly, now slowly starting to rock his hips, still penetrated balls-deep up Twi's ponut and rather enjoying the extra tightness it had compared to her marehood.

"Yeah-yeah, so, what do you think Twi? Wanna try it?" Amaya asked, her wings flittering in her excitement.

"Mmmm...I...I guess it couldn't hurt to try something new, right? I already am, and it feels pretty nice," Twilight asked, getting a nod from Bade, then Amaya.

"Don't worry Twi, you're not the first mare I've DP'd. I know the rhythm," Amaya comforted, "Bade, ya gotta pull out so we can get on the bed. I can't exactly fuck her too with you mounted on her like that."

Bade nodded, responding by pulling hard to get out of Twi's extremely tight rectum, having trouble despite being both his cock and her back passage being very well-lubed. "Here, lay on your side..." Amaya said to Twi, before then sliding in front of Twilight chest to chest when she did, Bade meanwhile spooning Twilight from behind when instructed to do so. "...there, now we can both get some Twilight."

Twilight felt slightly nervous, but the feeling of being sandwiched between her two loves – of feeling a living, pulsing horsecock prodding again at her ponut while a large faux-stallionhood dildo was at her pussy-lips, and hot breath both on her throat and back of her neck – Twilight wasn't as nervous as she thought she'd be.

Amaya moved her hips forwards first, the fat tip of the toy slipping into Twilight's soaked marehood's entrance effortlessly, earning a quiet, pleasured gasp from the latter and a grin from the prior. "Mmm, y'want it nice and slow Twi?" Amaya asked, slowly easing her hips forwards as she sunk more and more of the thick toy into her wife as she had hundreds of times before, feeling the toy Twilight was reaming her with the toy, now positioned on and rubbing into her G-spot quite nicely.

"Y-yeah, at first," Twilight answered, "still wrapping my head around it all. Bade, you can go ahead and...enter me again."

Bade, nodding, pressed his well-lubed cock into her ultra-tight asshole again, slowly easing his way into her in tandem with Amaya...or at least trying to.

"Hmm, that's not the only thing that a part of you is wrapping around..." Amaya cooed, muzzle to muzzle with her love, "...you're squeezing around this toy like you're in heat, love. Aren't you getting close to your cycle too?"

"Y-yeah—oh Celestia, right there!—uh...w-within the week I'll be in heeeeat~!" Twilight moaned out as Amaya's toy started hitting some really nice spots in her passage, with Amaya then pressing her lips to Twilight's.

It was not a rough kiss, though Amaya wouldn't have been against that at all in her hyper-aroused state, her keeping it all leisurely and slow for Twilight to adjust to even while Amaya felt the dildo sliding back and forth roughly into her own well-lubed foal-tunnel.

Bade, meanwhile, was still trying to gain entrance to Twilight's ass, but couldn't get the rhythm down, nor penetrate the ultra-tight sphincter at all. Amaya, not noticing the added tightness in the other passage that always came from the receiving mare getting a stuffed hole, looked down Twilight's back and saw him prodding fruitlessly at her pucker. "Hey, Bade, when I pull out, you push in. We can't be in at the same time...at least not until she loosens up some."

Bade again nodded and this time when Amaya pulled out, Bade pushed in, getting a powerful moan from Twilight as her rectum once more was forced to accommodate her mate's girthy flare, though her body refused to give any further access to the thick tool demanding entrance.

"A-Are you OK?" Bade asked, once more feeling Twilight's insides spasming around his flare, so tightly squeezing his cock he swore it was losing circulation. He tried to push in deeper on an out-thrust from Amaya but she pushed in again too quickly, and Bade was finally getting frustrated at the borderline painful experience; "Twi, y-you're squeezing the life outta my dick, dear. Amaya, mind givin' me a chance here?"

"S-sorry..." Twilight said, trying to loosen her rectal muscles, but Amaya was simply reaming her pussy too well and making her anus contract each time her vaginal muscles did, "...A-Amaya...Bade's...s-slow down!"

Amaya, getting out of her breeding haze when Twilight stopped thrusting the dildo into her pussy, realized what a hard time Bade was having and the pained expression on his face, her hips slowing then stopping their jackhammer humping. "I'm sorry for hogging her..." Amaya said, looking away, "...she was just toying me so well...I...I lost control of myself."

"It's OK...just, let me get in her first and you can keep going, OK?" Bade asked, getting a despondent nod from Amaya. Sighing, Bade reached over and gave his fellow bat-pony a kiss on the nose, with that getting her attention and making her look into her lover's eyes, "Look, I'm not mad at you. This is supposed to be fun for all of us, so let's have some fun, OK? Together."

"OK, OK, I get it. Like I said, just push in when I pull out. I was getting a little carried away there, forgot all about you being involved too," Amaya said, sighing, "Being in heat kinda messes with a mare's head, y'know?"

Bade, instead of answering and his erection actually starting to hurt now from the inaction, slowly slid into Twilight after drizzling a bit more lube from a bottle of it she'd brought in their luggage onto his shaft, wanting to make everything as smooth as possible. She was still nearly unbearably tight, but it wasn't painful this time; it was just the right kind of tightness now as he claimed inch after inch of his mare's virgin ass. "Mmmm, much better. You feel so good in there Twilight..." Bade grunted as he slowly slid deeper.

"Ooooh Bade..." Twilight moaned out, her pussy winking and drooling a thick dollop of mare-honey onto the bed, her ponut spread wide with her husband's stallionhood for only its second time ever. Amaya was waiting for Bade to get used to the sensation of the smooth mare-ass surrounding his hardness. taking the time to talk dirty to her mare while Twilight started to fuck her with the toy again.

"Mmm, moan for me baby. Show me how go-ooood he's making you fe-eeeel..." Amaya cooed, looking into her lover's eyes as Twi was taking a thick horsecock up her ass while she was being reamed with a thick silicon stallionhood of her own.

Deciding Bade had started a good slow rhythm moments later, Amaya started to press into Twilight's pussy again, matching Bade's rhythm with an opposite one; pulling out when he pushed in, and vice versa, "...and soon you're gonna be all fertile...body begging for a foal...just like m-mine...and I'm gonna watch Bade fuck you s-so hard and s-so many times that he could give you hundreds of foals. Isn't that right B-Bade?"

Twilight gave a quiet 'aaah!' of pleasure as she felt Amaya enter her inner folds again, feeling a strong tingle of pleasure rolling up her spine; she'd not felt this full since she was carrying her foal and giving birth nearly two years ago. "O-Oh-mi-gosh...s-so fuuuullll..." Twilight groaned out, her mind having trouble processing the sheer stretching both her holes were getting.

"Mmmmhm, feels pretty good getting both holes filled at once, huh?" Amaya asked, sinking deeper into her own bliss as each movement of her hips caused Twilight to reciprocate in kind with the thick pseudo-cock sliding in and out of her own pussy at a moderate pace.

Bade, meanwhile, was in a bliss of his own, hearing his two mares moaning beside him, feeling his penis wrapped up in his purple pony princess's post-ponut passage, smelling an in-heat mare's scent as he kept humping away into a warm hole now that Twilight had loosened up some for him. Amaya's tailhole was tight when he'd had anal with her before, but Twilight's was a whole new world of tightness, crushing the life out of his dick in the best possible way each time her pussy contracted around the toy inside it and making Bade grunt.

After a while of simply enjoying the sensations that they were giving each other, their lust growing evermore as their pleasure grew higher with each hump, Bade eventually started to flap his wings at the pleasure. His hooves tightly wrapped around Amaya's back and firmly, but comfortably, sandwiched Twilight between them, his wingbeats grew stronger with each flap. He was known for having very powerful wings throughout the night guard, likely the reason his children were able to fly so early and so well already, and as such it was little effort when he started to lift his two mares off the bed and into the air.

Noticing what Bade was doing, Amaya started to flap her own wings, helping keep them aloft despite the pleasure nearly overwhelming her. Her hips kept humping away at Twilight's pussy, getting it as deep as she could as she fucked her princess in the air, feeling her own passage clenching, fluids drooling in long strings to the bed as they hovered a few feet above it now and panting lightly at her efforts.

Twilight, meanwhile, felt like she was floating. She'd felt this before when she'd had sex with Bade, but this time it felt real, like she was actually, physically in the air. She felt a cool woosh of air washing over her as she was pinned between the two warm bodies of her herdmates, feeling two stiff cocks going in and out of both her holes in a rapid motion, never feeling empty as she constantly had a toy or stallionhood in either hole and filling her up.

As they hovered above the bed, humping and grinding, Twilight was the first to cum, unsurprisingly so with the added stimulation of both holes being filled and her wife's lips constantly meeting her own in kisses. With a heavy groan, Twilight tensed, using her magic to ram the toy home in Amaya and bottoming it out against her relaxed cervix. Bade meanwhile gritted his teeth at the overwhelming tightness of Twilight's anal passage clamping down on him rapidly and rhythmically.

Amaya also took the opportunity to ram herself home in Twilight's spasming vagina, the tip of the dido ramming into Twilight's cervix and amplifying her pleasure with slight pain at the sensation of being penetrated so deeply out of estrus. Twilight twitched and writhed between her two flying partners, and it wasn't long before Bade shot off next, his flare ballooning hugely inside his mare's rectum.

Bade faintly felt the toy Amaya was using on Twilight through the thin wall of flesh separating Twilight's vagina from her rectum, the added sensations and tightness setting him over hard. Giving a quiet breeding whinny as he came buckets, Bade flooded Twilight's spasming back passage as he pulsed and pulsed his backed-up, life-giving sperm into her, his hilted, twitching stallionhood seeding her bowels as though he intended to breed her despite it being the wrong hole and time for such.

Bade kept softly humping despite the circulation-stopping tightness trapping him inside his mare's plothole, doing his best to give and get as much pleasure as possible, the overwhelming sensations of her ass milking him so tightly causing his wings to lock up, and therefore ending their hovering.

Twilight had never felt fuller in her life, with both Bade and Amaya bottomed out in her, Bade's flare locking him deep within her butt. She felt the wash of warm cum flooding inside her belly, the warm feeling growing more and more with each twitch of his member in her; feeling intimately each pulse of blood in his veins, each glob of semen rising up his urethra before bursting from his swollen tip and deep into her bowels. She felt her body squeezing and kneading his cock and Amaya's toy simultaneously, milking the sperm from one and trying to urge the other to fill her up too, despite such being impossible given it wasn't a cumtube dildo.

Noticing Bade stop flapping, Amaya folded in her own wings so they wouldn't get hurt in the small fall, the three ponies landing on the bed forcefully. Given the weight of her two herdmates crushing her, it basically killed her pleasure and knocked the wind from Amaya's lungs. Meanwhile, the drop also succeeded in impaling Twilight more onto the pseudo-cock, only amplifying the pain-pleasure as the tip rammed into her cervix and started her orgasm anew.

Eventually, both cumming ponies calmed down, their orgasms slowing as Bade stopped pumping his princess's ass full of his backed-up foal-cream and Twilight's holes stopped spasming and milking. Between Bade's huge flare and Twilight's tight anus, not a drop of Bade's ejaculate had escaped the tight seal of his mare's asshole, letting Twilight feel the full weight of Bade's huge load inside of her and feel the satisfaction of claiming her stallion's climax inside herself once more.

"W-woah..." Twilight shakily exclaimed, her head still light, her body and mind still catching up to the double orgasm she'd just had, the feelings she was still experiencing as she was still stretched as tightly in both holes as she'd ever been. She felt both passages so utterly full, her body soothed at the sensation of Bade's cum inside her, his flare damming everything deep within her, "...t-thanks for that."

"Mmmm..." Bade responded wordlessly, his hooves gently rubbing over her sides...before both ponies were shoved off of Amaya and rolled over onto their sides, the dildo sliding out of Twilight.

"Ugh, you two were crushing me," Amaya gasped after taking a moment to breathe, unable to have gotten a full breath since Twi and Bade had landed on her a minute prior, her chest having been compressed, "Heh, here I actually gave a flying fuck, and I didn't even get to cum yet...

Knocked out of their reverie, the real world coming back to them, Bade quickly realized that Amaya hadn't joined them in their orgasmic bliss, and that he'd indeed rather literally taken flight while rutting his mare up the ass. "Sorry abut that. What's a 'flying fuck'? I thought that's just what you said when you don't care about what somepony is saying?" Bade asked, his head cocked as he remained hilted in Twilight's subtly squeezing, rippling ponut.

"Well, it is that, but it's also something Pegusi and Thestrals sometimes do too: having sex while flying or hovering. Y'know, that thing we just did? Never realized your wings were so strong to mostly hold us all up. My big strong stallion..." Amaya responded, giving bedroom eyes to her husband, "...but like I said, I still haven't cum, and I'm the one in heat here!"

"M'sorry to say, but after that load, I think Little Bade's gonna be out of commission for a bit..." Bade said as he slid out of Twilight's asshole, finally giving in to her body's instinctive reaction to push out the intruder within it as his still mostly-flared glans slid out with a loud schli-pop and was followed by a stream of off-white cum, "I'm gonna go clean up, then I think I can help you out in another way until I'm ready to go again and extinguish your heat properly."

"You're damn right you're gonna cum in me big boy. You're gonna fill me up good and make me cum all over your spunk-pumping dick," Amaya cooed, watching as Bade headed to the bathroom, his tail flagged high and letting her see his still-swollen balls, not having shrunk at all even after that heavy load he'd just planted in Twilight. As she looked down, she saw Bade's off-white foal-gravy oozing out of Twi's ponut and into her tail as she lay on her back, her body working to extricate the substance from where it wasn't needed.

As she heard the shower starting in the next room, Amaya was reminded she still had the stallion dildo up her snatch as Twilight started to pull it out again, Amaya whimpering at feeling so empty again as she did, before feeling her pushing it back in to the artificial balls again, making Amaya give a satisfied nicker. "Thanks for that, Amaya. I'm sorry you didn't get to finish, but I think that's the hardest I've cum since the night Bade gave me Dawn, our special little filly," Twilight said slowly pleasuring her wife.

Amaya meanwhile felt as Twilight kept up her ministrations, the toy easing in and out of her soaked, winking marehood at a leisurely pace, the medial ring catching her clit each time it went in and sending a burst of sensations through her. "Mmm-yeah, no prob Twi...you can make it up to me by going a bit faster," Amaya said, rocking her hips up into the toy as she lay on her back in the bed, feeling the flared head of it nearing her cervix each time and prompting another surge of utter fullness and pleasure to go through her.

While she toyed her wife with her magic, Twilight had met her lips with Amaya's in a loving kiss, her hoof meanwhile reaching down to rub at Amaya's winking clit, the resulting moan vibrating her muzzle. She continued to pleasure her mare, making the toy slide in and out of her needing pussy faster and faster until the force with which she was fucking her was making Amaya's whole body rock.

Amaya didn't want her to stop, her jaw clenched at the heavenly sensations coming from the toy reaming her, the gentle tingle of Twilight's magic that was holding the toy only adding to the sensations of pure euphoria flowing through her.

So caught up were they in pleasuring or being pleasured – their lips pressed tightly to the other's and quiet, and some not so quiet, moans sounding out – that Twi nor Amaya noticed Bade exiting the bathroom, eyes wide as he saw the lesbian lovemaking session going on before him. Nor did they notice his stallionhood sliding from his sheath and growing hard again, clearly ready for a second go...but with his other needing, fertile mare this time.

"So, Amaya, ready for round two? It's your turn this time, and I'm not gonna be nutting up your butt." Bade asked, startling both mares from their reverie. As Amaya's eyes half-opened and half-focused on the source of the speech, her eyes trailed from Bade's eyes, then down his body on instinct, until her eyes met with his black-skinned shaft now fully erect again. Upon seeing that virile organ twitch, Amaya moaned in response, her breeding instincts firing on all cylinders to go to that proven-virile stallion and let him give her fertile womb another foal.

"Mmm-more than you know. Get over here and put my burning out with your cum..." Amaya begged, looking over to Twilight as she'd stopped humping back into her thrusts. With the other mare getting the hint and removing the toy from Amaya, leaving her slightly gaping pussy on full display to the stallion, a thick stream of her built-up fluids drooled out once the 'cork' was removed.

"Ready to have my cum in your fertile little pussy?" Bade asked as he approached the mare laying on her back and presenting her swollen, fecund pussy to him, with him always talking dirty about breeding his mares even if he knew they weren't fertile or wanting a foal for real; one of a thestral's biggest kinks was to inseminate their mare, or to be bred if they were a mare. "Want me to knock you up again with another pup or two?"

"Hnnng...you always know just how to turn me on even more, don't you Bade?" Amaya asked, rewarding Bade's dirty talk with a prolonged wink of her clit, the stallion now nearly atop her.

Instead of immediately mounting her, Bade gave Amaya's mound a long whiff, taking in her pheromones and making his cock slap his underbarrel, a string of precum connecting his flare and lower chest from the contact for a moment before snapping. He followed that with a long, slow upwards lick from her perineum all the way her pussy's clitoral cleft, taking in her ripe, fertile flavor. Then he continued up to her teats, which had gotten larger from her being pregnant and nursing his foals, earning a gasp from her as his tongue's tip rimmed her nipples one at a time.

"F-Fuck...c'mon, quit teasing. You have no idea how bad I'm burning inside right now..." Amaya whined as she gave Bade a gentle buck with her back hoof, trying to get his attention. She then rolled over onto her stomach and put her ass in the air while her head remained on the bed, her tail flagged even higher as she presented herself fully. "...fuck me already!"

Giving a satisfied groan as her words and actions got the proper response, Amaya felt as Bade climbed on the bed and mounted her, feeling his chest then belly grinding on her sensitive croup as he loomed over her, a hoof on either shoulder as he grasped her. Soon after, Amaya felt the distinctive sensation of his flare tapping against her aching marehood, knowing what was next and very eagerly awaiting it, "That's right, breed me real good. Knock me up!"

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