Equestria MILFs 3 — Weekend at Fluttershy's

It was the next morning. They’d slept, eaten, showered, and now they were ready have sex together in the living room.

“All right,” said Twilight. “How are we going to arrange this? We've got… two point five male organs, and two point five female depending on which way I go.” She looked around hands on her massive hips. “Do we have any scratch paper?”

“Twilight, relax,” groaned Rainbow Dash, flopping on the couch. “It's just sex.”

“Friendship demands that we make sure everypony is positioned for maximum pleasure!” said Twilight, kneeling huge, naked and purple next to the coffee table, doodling sex positions on the back of a take-out menu with a ballpoint.

Fluttershy was sitting in the corner of the couch with Rainbow cuddled in behind her and Spike cradled against her massive naked tits. Mac sat on the floor with Fluttershy’s knee over his shoulder. He was rubbing her foot, lifting it from time to time so he could kiss her tiny little toes. Rainbow casually pushed her foot over his bare chest. She gripped his chest hair with her toes and tugged. Mac looked up at Fluttershy questioningly. She nodded. He started rubbing his fingers against the sole of Rainbow’s little blue foot. She lifted it to his face, and he ran his tongue along the curve of her arch.

“Rainbow is right, Twilight,” said Fluttershy. “Don’t stress out about this. We’re just going to have fun together.”

“Hey, can I do that too? I really like licking feet!” said Spike, arching his head over Fluttershy’s boob to look at what Mac was doing.

“They each have two,” said Mac. Fluttershy covered her face and moaned as her husband wrapped his lips around her big toe and suckled on it.

Rainbow and Fluttershy put their other feet on the back of the couch, and Spike leaned over to sniff at them. His nostrils flared as he inhaled deep. They smelled… like feet. Clean feet, so there were water and soap notes, and skin. Well. They were already playing footsie with each other, toes entangled, so Spike was able to lick both their soles with one big lick.

“Eeee!” squealed Rainbow.

“Oh!” moaned Fluttershy. “More!”

Spike obeyed, running his hot, massive tongue over yellow and blue skin. Both women had very small feet, with tiny, pearl-like toes. Fluttershy’s were a little longer and neatly pedicured; Rainbow’s were more rough, with calluses on the underside. He loved them both. On the floor, there was giggling and soft talk from Mac and Twilight. He looked down at them — it looked like Twilight had given up on sketching notes for a group sex Kama Sutra and was on her hands and knees making out with Mac around Fluttershy’s toes.

Spike lost himself in the texture of the two women's’ feet. He flicked his tongue against their toes, and then nuzzled in between the and lapped at their soles, nostrils drinking in their scent the whole time.

“Oh…” said Fluttershy. “Oh, look at him go!”

“The big guy loves him some feet!” said Rainbow with a chuckle.

“He loves to lick,” said Fluttershy, narrowing her eyes naughtily.

“Doesn’t he just,” said Twilight, looking up from kissing Mac.

“Twilight. I don’t mean to be rude, but it that my husband’s dick in your hand?”

“Eyup,” rumbled Mac.

“Sorry,” Twilight, blushing. “It just sort of… it came out of his boxers and… I just had to touch it!” She was stroking it as she spoke, sliding her fist slowly up and down the thick shaft, with a little twist of her palm when she got to the top.

“Oh,” said Fluttershy. “Could you… uh… could I watch you two…”

“Suck each other’s dicks?” rumbled Mac, arching his back in anticipation.

“Actually, you know what I’d really like?” said Twilight, blushing. “I’d like to see both of you on your knees in front of me. Sucking a cock together, as husband and wife.”

Fluttershy shuddered. “That would be so… so…”

“So romantic!” said Twilight, clapping her hands.

“No, I think ‘depraved’ was the word I was going for. But if you’re okay with it honey?”

Mac rumbled assent, got to his knees and pulled the boxers that were all he was wearing off. His cock, hard, red and bigger than Fluttershy’s forearm, bobbed in front of his burly, bearish body. Fluttershy, already totally naked, gave him a quick but wet kiss, and knelt next to him, holding his hand.

Twilight rose to her feet, her pendulous purple horsecock bobbing in front of her. She gave it a long, two-handed stroke, squeezing a pearl of pre off the end. Mac leaned forward to lick it off the end of her flare. Fluttershy slider her hands under Twilight’s, taking control of the shaft from her. She watched in wonder as her husband stretched his lip around her massive, horse-like flare, looking up submissively at Twilight as he did. Fluttershy stroked Twilight’s long shaft two-handed, pumping it towards her husband’s wide-stretched lips.

Spike looked away, feeling embarrassed. He was left with Rainbow, whose hands were getting grabby. She was, for some reason, wearing one of her own concert t-shirts and nothing else. He wriggled around and flopped over into her naked lap, then arched his head back and licked at her neck and cheek. She turned her face away, but her hands hurried down his belly to caress his long, thick pink cock.

“You came around quick,” said Spike, bucking his hips, hind legs kicking in the air.

“Your cock is just… incredible. I mean, dick is usually the last thing I care about in a guy, but otherwise, you’re a real dog, so I’ll take what I can get.”

“Ugh, no, that’s it,” said Spike, rolling over and sticking his rear end in the air, tail wagging. “You make puns like that, you’re cut off.”

Rainbow quirked an eyebrow skeptically. “Really, Spike?”

“Yep,” said Spike, “Face it. You really screwed the pooch on this one.”

Rainbow groaned. “Why you little…” She lunged at him. Spike’s tail wagged harder. She’d taken the bait. He grabbed her torso with his forelegs. She pushed him over and locked her legs around his hips. He began licking her face, over and over, soaking it with spit. She grabbed his mouth with both hands, holding it shut. She wasn’t big, but she was strong. Wiry.

They twisted around together on the couch for a while. Spike would pull his snout out of Rainbow’s grasp to lick her more. She’d grab it again. All that time his cock was getting harder, rubbing against her lean, well-defined abs. Rainbow moaned. Spike licked the inside of her mouth. She grabbed for his snout again and they rolled off the couch, their bodies hitting the floor with a thump. He saw an opening, and his instincts took over — he shoved her onto her face, chest down on the carpet, ass in the air. He licked her pussy and asshole and climbed on top of her. “Rainbow,” he whined, hips humping the air.

“You want it?” she growled. “Fucking take it.”

Spike didn’t ask for any more permission than that. He grabbed her around her flat chest, and slammed his hips forward, bouncing off her taint and sliding over her asshole.

“Wrong hole, dog food breath!”

“Sorry, sorry,” said Spike. Rainbow reached down and grabbed his shaft, pulling him towards her pussy. He was in up to the knot in a single thrust. Rainbow screamed as his cock drove into her punishingly tight pussy, ramming rapidly in and out. He leaned over her, panting, drool dripping onto her cheek. Rainbow reached back with both hands, pulling her cunt open.

“The knot!” she begged. “Give me the knot!”

Spike ground forward, pressing his knot up against Rainbow’s lips. He slid his grip down to her jutting hip bones and slammed her ass so hard she started to scoot across the floor on her face, but he still couldn’t do it. “Did you get tighter since last night?”

“Probably… unf… still swollen… ungh…” moaned Rainbow.

“Do you two need some lube?” said Twilight. Spike glanced over. Fluttershy’s lips were wrapped around the root of Twilight’s cock, nose brushing her pubic fluff. Mac was on his hands and knees worshiping her balls while his wife gagged, inches away. Spike felt a bit weird seeing another male doing sexual things like that but… well, he was utterly indifferent to Mac, sexually, but if he was going to share Fluttershy with him, he supposed he’d better get used to it.

“Kind of, yeah,” said Spike.

“Roll over,” said Rainbow.

“What?”

“I know Aikido, hold on.”

Spike yelped as Rainbow grabbed him with her thighs, and flipped him onto his back, pivoting so that she sat reverse cowgirl style. Twilight scooped the mason jar of lube off the table and tossed to Rainbow.

“Twilight brings the good stuff,” said Rainbow, unscrewing the lid and smearing goop onto Spike’s knot. She started corkscrewing her hips, lean thighs flexing, pussy lips stretching like rubber until Spike’s knot squeezed into her with an audible pop.

“Oh! Fuck!” shouted Rainbow.

“Aw yeah,” groaned Spike, reaching down with his forepaws to stroke Rainbow’s ass.

“Feels like… mgh… feels like I’m fucking a volleyball,” said Rainbow. “I love it.” She was squatting over him, both hands between her thighs, one on Spike’s balls and one on her clit. He whole body moved with graceful elegance, rolling up and down on his dick. Her painfully tight cunt tugged on his cock, locked tight over him. He was sealed inside of her, encased in pleasure, and would be until they were both done.

“Feels like heaven,” growled Spike. “Really tight, kind of painful heaven.”

“Speaking of painful heaven I’m waiting for my cum baby.”

“Cum for me a few times first. We’ve got all day,” said Spike. He hooked his paws over Rainbow’s thighs and yanked her down onto him, jamming his cockhead against her cervix and making her scream.

Rainbow kneaded the top of her pussy with two fingers. She tossed her head back, arching with pleasure. Her movements were like a dance, powerful lean muscle moving beneath sweaty blue skin. And oh boy was she sweaty. The T-shirt she still wore was soaked through at the shoulders and armpits. Spike inhaled deeply, drinking in the pungent citrusy odor of her sex goo, the cumin scent of fresh human sweat, and his own musky canine arousal. Twilight, Mac, and Fluttershy were making some interesting odors too, but he was a little afraid to look over there lest Macintosh challenge his sexuality again.

“How’s it feel?” asked Spike, tail wagging furiously against the carpet.

“I’m gonna… I’m gonna cum…” groaned Rainbow.

“Cum!” growled Spike. “Cum for me. I wanna feel those pussy muscles again!” He raked is claws and rough paw pads over her ass, and that was enough to dive her over the edge. She yelped, and her pussy clamped down on him hard, squeezing his dick so hard he thought she might flatten it. Writhing with erotic pain, he jerked his hips up off the carpet, ramming her love donut.

“Bastard!” yelped Rainbow. She bounced up and down on top of him, their bodies slapping together loudly and wetly, and in seconds she was squeezing Spike’s cock again.

“Ugh! Oh! Arf! Ow!” yelped Spike.

Fluttershy came crawling over to him, mom tits dragging on the carpet. Twilight was behind Fluttershy, pounding her pussy, monster amazon boobs bouncing everywhere. “We’re a choo-choo train,” she explained.

“When she really gets going she comes in chains,” said Fluttershy, “I hope you like being squeezed.”

Macintosh stepped around to the other side and offered Rainbow his soda bottle sided cock. She grinned up at him and wrapped her lips around the end. Spike was amazed she could fit that in her mouth; she looked like a snake swallowing a hoagie. It made his poor, overused balls ache just looking at it. He supposed he was starting to get used to the ‘having another male around during sex’ thing.

“Kiss me,” purred Fluttershy, licking his dark, rubbery dog lips. He tilted his head and licked the inside of her mouth. Twilight hammered, Fluttershy sucked dog tongue, and Rainbow writhed in pleasure, impaled between two massive cocks and cumming like a machine gun.

Soon Spike couldn’t take it anymore. His body jerked, sharp pleasure ringing along his nerves. He jammed his hips up and started squirting into Rainbow’s womb. She hadn’t completely emptied out from last night, so her lower abdomen swelled visibly.

“Cum baby,” purred Fluttershy. “Spike, do you think you can get out of her?”

“Murgh?” said Rainbow around Macintosh’s cock.

“Maaaybe,” said Spike. “With a ton of lube. Why?”

“I want to see Rainbow’s cum baby get bigger,” she purred. “I want Twilight and Macintosh to cum in her.”

Rainbow blushed bright crimson, but Twilight and Mac thought that was a great idea. They used the rest of the lube to oil up Rainbow’s swollen pussy and slide her gingerly off Spike’s knot and lead her to lie on her back on the couch, hand over her pussy to keep her from leaking. Macintosh, his dick still dripping with Rainbow’s spit, moved down between her thighs. He dwarfed the tough little woman, his cock literally thicker than one of her thighs. But with so much lube on her pussy, and with her lips stretched open by Spike’s knot, he slid into her easily. He gritted his teeth and started pumping.

“Tight enough for you?” said Rainbow.

“Eyup,” rumbled Mac.

“Silence, commoner,” said Twilight, stepping over Rainbow’s face. “The Principality of Equestria requires your mouth for storage of the royal balls.”

“Mmurphl!” said Rainbow, lips stretching wide around one of Twilight’s cyclopean horse balls.

Macintosh closed his eyes and arched his back, powerful red hips moving slow and deep. Rainbow reached back and clawed at his hips, moaning around Twilight’s balls for him to go faster. He closed his eyes and grunted, the force of his thrusts jamming her head into Twilight’s thick thighs. He leaned over Rainbow’s back to take Twilight’s flare in his mouth. Spike frowned. He was started to enjoy watching this kind of thing. Oh well.

“Be… oh! Be careful, Macintosh!,” said Twilight. “You’re going to make me cum in your mouth, not Rainbow’s pussy!”

“Mgh,” said Macintosh with a shrug of his wide freckled shoulders. He didn’t seem bothered by the prospect.

Rainbow’s thighs were shaking. She pushed hard on the top of her pussy and yelped into Twilight’s balls, spit tricking out of the corner of her mouth, dripping onto the couch. Macintosh roared around Twilight’s cock and hilted himself in Rainbow. He held himself there, shaking, one leg kicking against the floor, and then pulled back with a groan. His limp hose fell out of her pussy, trailing cum.

“She’s yours, Twi,” he rumbled.

Twilight squeaked with excitement, vaulted over Rainbow, and jammed her fat purple dick between thin blue thighs. It made a distinct squelching noise. Rainbow’s pussy was awash with cum. Twilight started fucking Rainbow, hips rolling in a smooth, sensual motion.. This was something Spike could watch all day. His tail started to wag. He was getting hard again, and Fluttershy was quick to notice.

“May I help you with this?” she purred.

“Absolutely!” said Spike. Fluttershy wrapped her hair around one fist and bent down. “Keep watching the show. I wanna know you came watching my friends fuck.” Her head went down, and he felt the wet warmth of her mouth envelop his cock.

Spike’s tail hammered on the carpet. “Oh yeah,” he growled, hips twitching. He laid his forepaws on the back of Fluttershy’s head and started humping her face.

Twilight pushed Rainbow’s shirt up her chest, and they started playing with each other’s tits. Twilight plucked and twisted at Rainbow’s long nipples, pinching them and making Rainbow yelp. Rainbow’s small thin hands were lost in amongst Twilight’s huge tits, roaming over them stroking and squeezing. Spike watched in fascination as the motion of Twilights hips sent ripples through her own breasts.

Fluttershy’s head was bobbing fast. Her lips slid up and down Spike’s long shaft, her tongue close behind them, stroking, caressing. Spike felt his balls tightening again. Twilight was about to lose control. She slammed Rainbow, pushing her across the couch cushions until her head started thumping the arm of the couch. Twilight gave one last sweet squeak of pleasure, and ground her balls into Rainbow’s pussy, shivering as she unloaded them into her friend.

Spike pushed down on the top of Fluttershy’s head. She gagged and struggled for a second, but then his knot popped into her mouth and he felt her wide-stretched lips close over the base of his cock. He humped her face hard, one, two, three times. Then white light flashed behind his eyes and he was cumming again, Fluttershy swallowing every drop right into her tummy.

“You okay?” said Spike as she wriggled off his knot and rose up.

“The best,” she said with a big wide grin, wiping dog cum from her chin.

On the couch, Rainbow moaned. “Oh, fuck, my tummy aches. I don’t know if my birth control is up for this.” She rubbed her distended belly; she did, in fact, look six months pregnant. “My womb hurts. I didn’t even know it was possible for a womb to hurt.”

“Imagine feeling your internal organs slowly rearranging themselves,” said Fluttershy. She rose to her feet and sashayed over to Rainbow. Spike watched her plump rear rock from side to side. Dang, he hated to see her go but loved to watch her leave.

“I think I’m feeling that, yeah,” said Rainbow. “Fluttershy, what are you doing?”

“Helping a sister out,” said Fluttershy, sliding to her knees in front of Rainbow. “Stand over me, please.”

Rainbow did just that. Fluttershy sat open-mouthed beneath her pussy and stuck out her tongue to catch the slow trickle of cum that dripped out. Twilight pushed in next to her, and the two kissed around the steam of mixed dog, human, and alien princess cum, passing it back and forth between their mouths.

“Don’t you get involved in this, Mac, I’m really enjoying it,” said Spike, lying on the floor with his forelegs crossed ad wagging his tail.

Mac rolled his eyes. “Fine, I guess. Mind if I stroke off to it tho’?”

“Damn. Sure. But you’re ready to go again? I think I’m totally dry at this point.”

“You sure, Spike? If you cum on Fluttershy’s ass, and I’ll lick it off,” said Twilight happily, wiping cum off of her nose.

Spike grinned. He was going to like it here.