Equestria MILFs 3 — Weekend at Fluttershy's

Twilight and Macintosh didn’t make it all the way down the hallway before they started fucking.

Twilight had made Macintosh walk in front so she could watch his hard, wide ass move as he walked down the hall. Massive glutes shifted under freckled red skin, making Twilight moist. She stepped up behind him, slid her palms across his barrel-like belly, and leaned over to whisper in his ear — she was a little taller than him in human form.

“Get down on all fours, please,” she purred, tangling her fingers in Macintosh’s fluffy pubes.

“What’re you gonna do?” rumbled Mac cheerfully.

“I don’t know. I’m still working on a plan. But I know I need you down on your knees. Can you do that for me?”

“Eeyup.”

Twilight shivered as she watched the big man kneel in front of her. His body was thick and powerful, marbled with fat but hard with muscle. She ran a hand down his smooth back as though petting a dog. He was a typical hairy primate male, but someone had convinced him that getting his back waxed was a good idea. Bravo, Fluttershy. Twilight dropped to her knees herself, fingers teasing his ass crack. She slid a fingertip down in there, teasing his asshole and taint. Very clean. Hmmm. She cupped his huge, cum-swollen balls in her hand, and leaned down to kiss one of his cheeks. The skin was silky smooth, and covered in short, soft, nearly invisible hairs. On all fours now, except for the hand massaging Macintosh’s balls, she explored his ass with her tongue, feeling its power.

“Tell me, Macintosh,” Twilight said, “Are you fond of anal sex?”

“Eeyup.”

“Would you like me to perform analingus on you?”

“Um, what?”

Twilight rolled her eyes. “I mean, would you like a rimjob?”

“Imma give that an hearty eeyup,” said Macintosh. “We’ve got a strap-on in the guest room if you wanna do more than that.”

Twilightly chuckled. “Oh, you’ll find I won’t need that.” She flicked her tongue across his pucker, and both of them shivered. It was time get down to business. She laid her tiny human nose down on top of Macintosh’s crack and ran her tongue in circles around his asshole. Mac reached down to stroke his cock, but she batted his hand away.

“None of that, now!” said Twilight, her voice muffled by Macintosh’s big hard ass cheeks. “I want a crack at the famous Macintosh cock.”

“A crack, huh. Reckon you’ve got one of those already.”

Twilight nipped him on the ass. “Quit it with the jokes, Dad.”

“Call me Daddy some more,” groaned Macintosh.

“I can’t if I have my tongue up your ass, silly.”

“Right. Fair enough. Maybe later.”

Twilight wriggled her face up against Mac’s ass again. She slid both hands over his heavy balls and down the thick, powerful shaft of his cock. She’d fantasized about doing this to her world’s Macintosh so many times, but she’d never had the opportunity. Plus what with her being a princess in her world, a lot of ponies were reluctant to let her rim them. Something about it not befitting her station. Whatever.

She rolled her tongue up against his clean, salty hole and pressed it inside. Her fingertips danced over the bell-shaped glans of his penis and the smooth, veiny shaft. Human penises were weird, but they were pretty enough. It was hot and drooling pre, and everything she did to it made Mac’s body shiver with pleasure. She spit into her hands and wrapped both of them around his shaft — he was almost as thick as her wrist, and it took both hands to get good coverage. She pumped up and down slowly, loving the feeling of that slicked up rod sliding over her palms.

“F-fuck, Twilight, that feels so good. Don’t stop.”

Twilight giggled and moaned at the praise. She licked her way down from his asshole to suck on his balls, licking the wrinkly human sack, getting it soaking wet before sucking both his nuts into her mouth. She groaned around them, feeling them heavy and full on her tongue.

He moaned into the hallway carpet, breathing hard. “Oh… fuck I’m gonna… I’m gonna cum if you don’t… stop. Don’t stop.”

Twilight let his balls slide out of her mouth and down her chin. “Really. You sure you don’t want a part of me a little bigger than my tongue up your ass, Daddy?”

Mac looked over his shoulder. “What nonsense are you talking about?”

“Magic nonsense. I’m not as powerful here as I am in Equestria, but I can still do a trick or two. Behold.”

Twilight rose to her knees and concentrated, visualizing what she wanted her body to be. There was a surge of power, making her hair float upwards all at once, a flash of light, and then Twilight felt different down there.

“Ho-lee shit,” said Macintosh, eyes darting up and down Twilight’s massive purple horsecock. “I gotta be dreaming.”

“Nope!” Twilight flexed her arms. “Not a dream. Just the power of the mighty Twilight Sparkle! Wanna taste it?”

“Eeyup. Let’s get in bed, though. Reckon this is gonna be a challenge.”

They giggled down the hallway, fumbling at each other like teenagers. Twilight dragged him along by his massive cock, and Macintosh pawed at her body, almost totally neglecting her thick ass and impossibly large tits for the half-hard horsecock bouncing in front of her as she walked.

When they got through the guest bedroom door, he closed it and spun her around, pressing her back against it. Both his hands tugged on her cock, running back and forth over it until it was achingly hard. “Wow, you really love dick,” purred Twilight. It wasn’t as sensitive as her clit, but there was a lot more of it. “I’m surprised you married Fluttershy.”

“Love tits, too,” he said, nipping her on the neck and giving one of her overripe boobs a squeeze.

Twilight laughed and slipped away from him. “So a hot woman with an incredible rack and a massive cock is your fantasy, huh?” she said, jumping onto the bed. Her massive tits bounced up against her chin when she landed.

Macintosh walked towards her, stroking his cock and grinning. “Eeyup.”

Twilight tossed her head and sat down on the edge of the bed. She spread her legs wide and reached down to cup her balls. “You want to suck it, Daddy?”

Macintosh knelt on the floor in front of her. He ran his hands over the glistening purple shaft and rubbed his cheek against the flat, drooling flare.

Twilight arched her back, thighs trembling. “Oh… that feels so good, Daddy. Put it in your mouth. Please?”

Macintosh slipped his lips over the end of Twilight’s cock, enclosing it in his warm wetness. His tongue slid around the head, sending flashes of pleasure through Twilight’s body. She shivered and arched her back. She’d never gotten a blowjob from a stallion — or a man, whatever — before; she’d mostly used this spell with other females. She bit the soft part of her hand, not wanting to scream unseemly loud. But oh! Mac’s large mouth and first-hand knowledge of how a penis worked made him excellent at this. She leaned over her massive rack to look down at him, watching him look up at her as he worked her thick purple shaft deeper and deeper into his throat.

“Well done. Making eye contact… is… an important part of… um… oh wow… of correct fellatio technique,” said Twilight, stroking his hair.

Mac popped his cock off the end of her dick. “Actually I was staring at your tits.”

“Close enough,” said Twilight, tugging him back towards her cock by his hair. He opened wide and took her in all the way down to her balls. Twilight gasped. “That’s amazing!”

Mac gurgled, his eyes watering. He held it as long as he could, then pulled back, spraying spit. “Eeyup.” He gripped the base of her shaft with his large hands, sliding about half of her cock into his mouth and pumping the rest hard. Twilight’s body tensed, her balls tightening as… No! No! Too soon! She gently lifted Mac off her cock with her magic.

“Buh?” said Mac.

“I want your ass, too. The refractory period on the male reproductive system is too long! Do you… uh… mind?”

Mac showed how he felt by pulling a bottle of lube out of the nightstand drawer and climbing up on the bed. He knelt on all fours, facing away from her, presenting her with his thick red ass and impressive backsack. Twilight climbed up behind him, admiring the the view. She caressed his balls, floating the lube over her cock with magic and rubbing it in with her free hand. She gave Mac’s nuts a squeeze and pressed her cock against his asshole.

“Fuck it,” rumbled Mac.

“Do I need to give you a reach-around?” said Twilight, watching with fascination as her hand-thick shaft vanished slowly into Mac’s experienced asshole. If classic human world war movies were to be believed, a reach-around was common courtesy, but Mac’s body was very wide, and it was hard for even her long amazon arms to reach.

“Nope. Ain’t gonna need it. Reckon you’re gonna hit the good spot,” said Mac, grabbing a pillow to rest his face on.

“You mean the prostate?” said Twilight.

Mac moaned. “Yeah. Don’t hold back.”

Twilight traced her thumbs along the edges of Mac’s crack and pushed her cock forward, watching in fascination as his asshole devoured her shaft. She licked her lips at the sight of it pushing in as she hilted in it, and it pulled out, forming almost-sort-of-a-ponut. His ass was so hard… and silky… and his asshole so tight… Sweat dripped down Twilight’s forehead. She needed to come in the big man’s guts, but she didn’t want the pleasure to end!

“Harder,” rumbled Mac. “Harder!”

Twilight grabbed him by the back of his hair, and thrust forward so hard her tits bounced. “Like that, Daddy?”

“Eyup! Oh, fuck yeah! Don’t hold back.” He arched his back sensually, slapping his hard ass against her hips. She could hear him panting, feel his big strong body tensing around her. His warm, comforting bulk felt amazing beneath her.

She closed her eyes, tugging Mac’s head back by the hair, feeling his ass clench around her. She was pounding him with all the strength of her big amazon body, and he was taking it. Loving it. Few mares could handle this kind of a pounding. And of course the sight of her own thighs jiggling and the feeling of her mammoth tits bouncing every which way only made it hotter.

She was definitely doing something good for him. He was groaning and shaking, his cries getting louder and more frantic as his pleasure grew. His ass slammed in around her, bruisingly hard, and he bucked like a prize stud and roared like a lion. Twilight inhaled the sweet, musky smell of his cum hitting the clean sheets.

Now it was her turn. She pushed in all the way up his ass, her balls pressed against his, and humped his ass like a horny teenage boy. The boiling in her balls grew into a blaze, and then into an inferno. Her cock pulsed as a massive load pumped through it, blazing with pleasure, filling Mac’s belly with her cum.

“Oh… oh buck,” she said, giving him a solid slap on the ass. “That was amazing!”

“You’re telling me,” rumbled Mac.