And then…

Nothing.

Coco pulled back away from his testicles, a strange glow having suddenly frightened her. The leather ring binding Mac’s balls and the base of his shaft glowed yellow with powerful magical energy. Absorbing the orgasmic convulsions...Coco watched with fascination as Mac’s balls grew slightly, expanding a few millimeters larger under the glow… his shaft widened imperceptibly, straining the leather contraption… all while Mac bucked futilely at the air with a powerful whinny.

“Hmm… hmm… hmm. You didn’t think I would let you waste any of my precious stud’s batter, now did you?” Rarity chuckled, rolling up and wiping her mouth, always making sure that she was prim, proper and in control.

Coco stood back up on her hooves, looking down at the wheezing Mac… who seemed to be stuck in some sort of mix between ecstatic, orgasmic pleasure… and horrifying denied agony. She couldn’t believe just how massive his flare was. Easily the size of both her forehooves held together!

A yank to her bridle quickly pulled her away from the spectacle.

“Come now broodmare. All the pieces are in place now. Things will happen quite quickly - almost violently from here.” Rarity warned, with a smile.

Coco’s eyes sparkled with concern and excitement: what could possibly come next? Her fear hiked up a notch when she felt Rarity hitch her even more tightly to the bedpost, before turning her rear so that it was pointing toward the panting, wheezing stallion, who was now trying to roll to his hooves.

“Because now, my broodmare… it is time to breed.”

Mac wasn’t Mac anymore.

Mac had retreated to the depths of his brain. All his memories and morals and emotions and experiences locked away, protected from the overwhelming explosion of biochemical hormones, endorphins and sexual chemistry boiling through his brain. In its place, that primitive instinct had taken over, assuming command of the farm-stallion’s body.

He rolled to his hooves, his lungs taking in huge lungfuls of air through his flaring nostrils to try to re-oxygenate the blood that was throbbing throughout his system from the incredible orgasm he had just experienced. He felt the almost painful tightness of his cock’s skin, strained and stretched as he was stuck in a permanent state of flare… of over-engorged erection. His nostrils sucked in the potent mix of a mare in arousal, and instantly calculated:

He needed to bury his cock in a mare’s vagina. Now.

He clattered about on his hooves, eyes searching through the dim light frantically. They crossed over a white unicorn and he took a step toward her, making ready to get behind her and mount as quickly as able… but a crop slashed through the air as the unicorn made strange noises at him, and he whinnied in response, kicking out one of his rear legs to show that he meant business.

Then another filly caught his eye. She was already facing away from him, her tail hiked high up in the air, exposing her winking mare flesh to him. That was where the heavenly smell was coming from!

He stamped over to her, wasting no time as he rose up on his forelegs, placing them on either side of the bed, his heavy hooves falling on either side of the little mare’s ears with heavy thuds. Nickering aloud, he thrust vainly at the air hoping to connect with his penis, only to feel it slide off and slap up against the underside of the filly, but he couldn’t help himself as he vainly bucked his hips again and again, slapping her rib cage with the huge heavy arch of his fully flared cocktip.

Coco’s eyes were racing in excited terror. She could hear the snorting, incoherent horse-noises coming from the huge stallion all around her. His huge bulk was pressing into her, his massive, thick muscular limbs surrounding her on every side, his frothing body heat dripping against her fur where her barrel pressed against her back, and where his inner-thighs pressed against her outer glutes.

She had felt a volcanic heat touch and slide off her marehood, despite how full and engorged her clitoris felt - as it desperately tried to allow the invader to enter her. Instead the huge penis was slapping futilely against her underside. She couldn’t help but notice that his incredible length almost reached up to the bottom of her ribcage, the ridge of his massive flare stretching slightly above her belly button.

A small twinge of panic grew in her breast. She knew that Rarity had given her a safe word, something she could easily mutter or shout and Rarity would instantly take control. For the first time, she considered using it. Mac was so wild… so uncontrolled... she was scared.

But excited. So excited.

And turned on.

It was like she was a boiling cacophony lust of desire, suspended all over a lava-lake of danger… held up by the reassuring control of her mentor, Rarity. She was safe. She could do this.

She wanted this.

Now!

Whinnying herself, Coco pushed back, vainly trying to angle her hips, even though the cockhead was well beyond the proper point of penetration. She squeezed her body, willing her cunt to open as wide as possible to let the stallion in rut enter her… fuck her.

“Well well… my animals truly are feral now… hm…” Rarity chuckled, watching the two ponies incoherently snorting and humping at nothing. “I suppose I should play the good Mistress…” Rarity ignited her horn, struggling with her magic to draw Big Mac backward along Coco’s back, even as he kicked and writhed in protest. With a careful and deft hoof, she reached in and grasped the huge sausage of erect horseflesh, and carefully angled and aligned the 18-inch beast with the gaping cunt-lips of Coco’s burning need.

Mac felt the wet kiss of a mare’s pussy and began to buck and thrust forward. With a quick pull and grasp of Rarity’s magic, the huge flare agonizingly strained, compressed… and suddenly sank past the stretching inner lips of the small mare with an obscene squelch as he drove forward, trying to hilt poor Coco with his first effective thrust.

Coco bucked out instinctively. The sudden pull had become a desperate stretch. Her eyes had exploded in heart-shaped pupils of complete wanton satisfied desire as Big Mac’s huge flare sank 7 inches into her with his first hump. She couldn’t believe how full she felt - she’d played with large toys before… though she usually preferred her rear. But this? This was perfection... it felt like her whole essence was built… was designed to be bred by such an incredible cock.

A wave of orgasmic pleasure roiled through her… neurochemicals boiling her brain as she flooded with joyful satisfaction that overcame and discomfort… as she whinnied and came hard on the stallion’s fat cock.

The grasping, winking pussy helped Big Mac on his next thrust, which came under a second after the first. His primitive mind barely registered the feel of Coco’s over-exerted love bud winking and grinding against his cock-shaft, instead only picking up that he had more room to drive deeper into his mare-cunt, to plow into her womb before spilling his seed and filling her with his progeny.

HIs thrust again, sinking another 6 inches into her, driving the fat medial ring past her vise-like lips as he rammed his monstrous flare against the end of her vaginal canal, slamming it pleasurably against Coco’s cervix. There was no way that he would be able to enter the previously virgin mare in his current flared state, so he had reached the filly’s deepest point.

Coco was completely despondent now. Each thrust triggered a new orgasm, something she didn’t even think was possible. Her body had somehow been perfectly poised on the precipice of a multi-orgasmic state by her mistress… and now each slam of heavy hot, horsecock against her womb’s bastion triggered a writhing, whinnying, nickering orgasm. It felt like her body was emptying itself, as she sprayed mare-juice, her boiling hot-love nectar, all over the still exposed base of Big Mac’s stallionhood as she winked on him, clenching and milking him as she came again, and again… and again.

She began to pass out. Her higher consciousness (what was left of it), winking out, leaving only the boiling sensation of raw orgasm... as she bit into the sheets of her bed, even while the stallion brutally fucking her tried to thrust her right through it, slamming into her with heavy slapping thrusts again, and again.

Finally, something changed. Mac bucked into her and held himself deeply in her, smushing as much cock into her clenching, velvet tunnel as he could. She felt a painful bite on the back of her neck, a sharp contrast that was a welcome signal that Mac was about to flood her womb with his thick stallion-cum.

She craned her head up, eyes rolling back, awaiting the flood of fullness that her biological need demanded…

Nothing came.

Instead she felt her belly bulge out slightly, the flare of Mac’s cockhead getting even larger... his cock, only two-thirds of the way into her body straining her abused pussy as it throbbed to an even girthier width.

Coco’s conscious mind flickered in for a moment as she remembered: the cockrings! Then a crashing wave of orgasmic pleasure hit her… and she passed out.

Mac fell back from the limp, completely well-fucked mare with a cry of anguish. He dragged the poor unconscious pony partially backwards with him, their tight union prevented from separating because of the raw suction of her marehood on his penis, as he sat back on his rear, propping himself up on his forelegs.

“W-why can’t I CUM!!!” He screamed, slamming one of his hooves against the floor.

“Back with us now, hmm?” Rarity’s voice came into his ears as she walked into view on his right, her magic carefully igniting to undo the hitch that held the unconscious Coco standing. “You lasted quite a while in that feral state, Big Mac.” Rarity chuckled. “Sometimes it takes a stallion a while to get their head back straight once I’ve prodded them to it.”

Mac watched with a blush as Rarity took his wider than normal cock in her hoof, carefully extracting it, inch by tantalizing inch from Coco’s dripping pussy, until, with a final effort, she pulled his head from the well-stretched cunt with a loud pop. She waggled her eyebrows playfully at Big Mac while she carefully lowered Coco to the floor, putting the unconscious mare on her side in a comfortable position as she checked her to make sure she was OK.

“Is-is she alright?” Mac asked, sweat pouring down his face from the exertions he had just gone through.

Rarity sighed, floating the mask off her face. “Yes… quite fine. You literally ‘fucked’ her silly…” She glanced up at Mac over the tip of his huge bobbing cock. “Naughty boy… but it truly was not what I had hoped for. The poor dear was actually hoping for somewhat of a different finish… a different orifice, as it were.”

The memory rushed back to Big Mac, he’d almost forgotten about why he’d come here in the first place. “Oh… ah… yep.”

“Ah you’d discussed it hm?” Rarity chuckled, reaching a hoof out for Mac and lifting him shakily to his feet, guiding the tired stallion over to the bed, then taking a seat next to him. “I was saving you for a big finish that Coco would never forget.”

Mac groaned, touching his painfully throbbing flare. “So th-that’s why I can’t…”

“Mmm… one of my more exciting ‘tools of the trade,’ Starlight helped me with the research. It takes orgasmic energy and redirects it, making the subsequent orgasm far more powerful. Though…” Rarity giggled as she touched the huge flare of Mac’s penis, “...I’ve never seen it have quite the effect that it has with you. Shall I take it off then?”

“P-please…” Mac groaned, flopping backward onto the bed and spreading his legs to give the unicorn easy access to the two rings.

“Hmm… although...” Rarity chuckled, flipping over herself and crawling up next to Mac. “Watching you and Coco in rut was quite exciting Big Mac… and it has really been so unfair that I have been so long denied an experience with such a legendary fixture of Ponyville…” Rarity pouted, fluttering her eyebrows, “and it would be such a waste to simply spill all that noble Apple-family seed over the floor… wouldn’t it now?” Rarity straddled over the supine stallion, sitting backward such that her beautiful rear sandwiched itself around the thick pole. “I wonder where else you could finish…?” Rarity waggled her ass, grinding the cock against the diamond plug in her tailhole.

Big Mac swallowed with a loud gulp. “O-ok… w-what sh-shou…”

Rarity’s eyes dropped until they were half-lidded, and she reached forward with a hoof, covering Mac’s mouth.

“Shh shh shh, let Mistress Rarity drain your poor…” Rarity wiggled her asscheeks, grinding into the pair of fat black orbs, “heavy…” another wiggle, “balls.” With her last word Rarity slid back and up, letting the heavy black pipe slide between her cheeks, the sensitive flesh sliding against the cold, hard diamond jewel of the buttplug. as she stood up onto her hind legs. At full extension she was just able to position herself over the huge cockhead.

Mac looked up with uncertainty at the beautiful fashionista as she pulled the eye mask from her face. He’d had mares ride him in this way before… but never when he was in this state! Rarity must have seen his concern because she simply looked back at him with a wicked smirk.

“That’s adorable... you’re worried about me! Ha ha ha…” Rarity giggled. “Now this evening you showed me that you know how to rut like a beast… but let Mama show you how a pony FUCKS.”

Rarity bit her lips as she squatted onto the massive cockhead, causing the huge hunk of meat to squish up against her white pussy lips, mashing them apart as her cunt planted a sopping wet kiss on Mac’s stallionhood. Agonizingly slowly, Mac felt the puffy marehood spread wider and wider, engulfing the huge ridge of his permanently flared cock. He watched as Rarity’s clitoris, still stuck in a never-ending wink with its diamond-studded bar piercing quivered with the tantalizingly slow slippage of her pink labia as they strained to admit him.

“Mmmmm hm hm hm…” Rarity chuckled, “there we go… you really are a big boy…” Finally, Rarity felt the massive cock slide into her marehood, the bulge of the huge cockhead spreading her nethers and showing prominently as a small bulge in her pussy as she continued to slide down the fleshy pole of stud-meat.

With little gyrations of her hips, she slid downward… inch by tantalizing inch. Mac’s mouth began to open in awe as Rarity sank past the halfway point, already on the knees of her hind-legs…. Where was she fitting it all? She was so tight and hot! Mac could feel the churning, milking walls of Rarity’s exquisite pussy and it tossed and coiled around him, drawing him deeper and deeper into her beautiful cunt.

He watched the pink flesh of Rarity’s inner pussy bulge and strain as his fat medial ring paused… then slipped into her volcanic heat.

“F-f-fuck… R-ra…” Mac grunted, as she continued downward… no mare had ever taken so much of him before! Only a few inches remained.

“Mmm hmmm hmmm….” Rarity growled, looking down at Mac. “Call me mama now, my little colt… you’ve earned it. And don’t you worry, mama’s going to make sure… every…” Rarity sank another inch, “...inch…” and another… only a hoof-length was left now, “of your little colthood is wrapped in her pussy.” With the last exhortation she was stuck… only a half-hooflength left, then 4 inches... before finally Rarity shuddered as the huge flare hit something deep inside her.

Mac groaned and tossed his head back in joy. His whole cock was wrapped in heavenly sensation of milking, grasping mare-cunt.

“No no no… this simply won’t do, my little colt.” Rarity furrowed her brows together and lifted herself up, the grip of her pussy as she slid up a few inches on Mac’s cock almost excruciating. “Mama made a promise!”

Rarity almost jumped, sliding the inches she had just withdrawn back into her, ramming against the huge, penetrating rod. She felt that barrier inside her give, as she knew with well-practiced experience that it would, as her cervix parted around the massive flare to allow her to drive the remaining inches into her body and hilt herself against Mac’s belly, with even the remaining ring of the leather retainer embedding itself into her cunt lips.

“Unnhhh…. F-fuck….” She groaned, tossing her head back for the first time that evening. “Mama needed that.”

Mac almost choked with sensation as he looked at Rarity, clenching around his shaft. Somehow, she’d made the huge organ ‘disappear’... though the fat bulge that traced up her taut belly gave some hint as to where he had gone.

Rarity wasted no time however, leaning forward, she began to grind her hips forward in little twerking motions. Not bouncing up and down like so many of the Ponyville mares like to do… but humping against him, using the full power of her hips and abs and back to grind the massive snake buried inside him under the force of her impossibly sexual gyrations.

She looked down at him with a predatory smile as he gasped for breath under her. He tried to sit up slightly, hoping to grasp Rarity in a hug that would allow him to slow her humping down. But Rarity quickly placed both her hooves on Mac’s shoulders, pushing him back and pinning him to the bed, hovering over top of him and letting her purple locks drape over his snout, all as she continued to hump against his groin.

“Ah ah ah… Mama said she was going to FUCK you… just take it…” Rarity smiled, as she continued to milk and clenching her internal muscles, massaging Mac’s hardness with every part of her body, molding her innards around his stiffness. Rarity’s eyes fluttered as she felt an orgasm coming on - one she’d been waiting for. Without even hesitating she slammed her muzzle against Mac’s, thrusting her pink tongue deep into his throat, kissing him with abandon as her loins released for the first time that night.

Yet it was Mac who groaned into Rarity’s muzzle. He could feel his whole crotch soaked by an explosion of mare-cum. Rarity was soaking the mattress even while she pounded pressed her pubic bone hard against Mac’s belly.

“D-damn m-mama...” Mac chuckled, once Rarity finally withdrew, sitting back upright, 90 degrees to his body as she continued to grind into him. She simply raised her eyebrows and licked her lips.

“Mmm… are you getting close my little colt? Ready to give mama your big… sticky… load?” Rarity chuckled.

Mac nodded his head vigorously.

“Well mama’s not quite done yet…” Rarity shifted her hind legs, which to this point had been planted on either side of Mac’s hips. Carefully she pulled up slightly and twisted, even though Mac was still deep inside her. Mac clenched at the bedsheets with his forehooves as he felt the most incredible of sensations with Rarity’s innards shifting all around him.

Rarity grabbed Mac’s right rear leg with her arms, her body now side saddle on Mac, before she lifted the leg up and pivoted her left knee under the powerful, heavy red hindleg she had just lifted. With one of Mac’s legs giving a cushion for her pillowy bottom, and his other leg resting straight up against her shoulder, Rarity had positioned herself like filly-fooler did when they scissored against one another… except she had a very fat cock still wedged in her.

Mac grunted with slight discomfort, the strange angle of his cock bending to stay buried in Rarity’s snatch feeling odd as it snaked into the fashionista. After a moment’s adjustment though Rarity had sorted everything out, and now found herself in a much better position to actually thrust into Mac’s cock, as if she were the stallion!

Mac stammered slightly, looking down at the aggressive grin of the alabaster unicorn. Before he could say a word, she growled at him.

“Now mama’s gonna FUCK you.”

She began to thrust against his cock, slamming her pubic bone against his, using his suspended leg for leverage as she withdrew a couple of inches before then slammed back into him.

Mac felt totally powerless, completely dominated by the smaller pony… even though it was HIS cock she was impaling herself on… it was HIS shaft buried almost to the hilt in her! Still, it felt like he was a little filly, getting ploughed by a much more aggressive, powerful pony.

A good sweat was building up on Rarity’s brow, and she stuck her tongue out in concentration as she continued to pound into the farm-pony with methodical and precise thrusts. “Unf… hunf… you… you like that?” Rarity gasped, her breath starting to come more sporadically now with the exertion she was putting out.

“Y-yes Mama!” Mac groaned, thrashing under her.

“Yes… oh m-mama… mama just came!” Rarity huffed, as she felt herself soaking the top of Mac’s groin again. She wasn’t like some tawdry town-mare though, she continued to pound and dominate right through the throes of her squirting orgasm. “H-huff… o-oh… oh C-celestia… a-are… are y-you ready… to stuff mama’s belly full of your cum?” Rarity teased, igniting her horn, and grasping the leather rings that prevented Mac from erupting in her.

Mac was almost incoherent. “F-fuck… R-rarity… I’m… I’m going to… c-cum…!”

Rarity felt Mac’s flare throb and convulse once again, futilely straining in her womb to spurt and flood her womb with his potent seed, as she pounded a final thrust deep onto him, holding herself against him with all her might, her body shaking and twitching from a sympathetic orgasm.

“L-let me… c-cum!”

Rarity shut her eyes and was about to pull the ring off the stallion, just as the magical redirection fields were starting to activate…

“No.”

Mac screamed. As he felt yet another ruined orgasm wrack his body with spasms, the swell of his balls and cock a painful reminder that he now had over three full orgasms stored in his gut, a dam of magical orgasmic energy fit to burst if only he could get the sweet relief of release.

He pawed at the leather bindings, though they were magically clasped and would not respond to his desperate attempts to free himself. “W-why?”

Rarity gasped, catching her breath, then rolled carefully off of the despondent stallion, sliding her twitching marehood off him with a long, gripping, dripping, squelch.

“Because darling… it seems that you have a chance to fulfill Coco’s desires after all.” Rarity gestured over to Mac’s left where a recently roused Coco looked with awe at the spectacle of Rarity’s fucking.

Author's Note

What the F#<{ Rarity!?

Like, I know you're trying to be a good wingmare here... but damn... they're gonna call him "Bigger" Mac if you keep this up!