Equestria MILFs 3 — Weekend at Fluttershy's

by Captain_Hairball

Rating: mature
Tags: My Little Pony: Friendship is Magic, Fluttershy (EqG), Equestria Girls, Porn, Sex, Fetish, Rainbow Dash (EqG), Spike, Big Macintosh, Twilight Sparkle
Length: 10769

Five old friends. Two species. Three sexes. One wild weekend.

Five old friends. Two species. Three sexes. One wild weekend.

It's decided. Spike is going to live with Human World Fluttershy and her husband Big Macintosh. Princess Twilight is coming along to help him get settled in — in the kinkiest way she possibly can.

Fetish List: In addition to the series' signature group sex dogfucking, there's a lot of futa on male in this. Fetishes also include but aren't limited to: pretty much every kind of normal hetero and lesbian sex, cum inflation, foot play, drunk sex, and vaginal felching.

Edited by Scoots and Zontargs. But I don't always listen to them; any remaining mistakes are mine and not theirs.

Published 2018-11-28 18:10:01 UTC
Last updated 2018-11-28 18:10:01 UTC

Chapter 1

“But mom, why are we going to Auntie Pinkie’s for the weekend?” Sour Apples, Fluttershy’s oldest daughter, loomed over her, strong arms crossed under her massive breasts. Those breasts were the main thing that she’d inherited from her mother. Fluttershy’s made her look awkward and vulnerable. The same endowment somehow made Sour Apples look like a tank.

“Your father and Auntie Twily and I are just having a little get-together. That’s all,” said Fluttershy.

“Homygosh, which Auntie Twily?” said Fluttersmile, darting behind Sour Apples and peeking down at her mother from beneath her long straight pink hair. “Weird Auntie Twily, or Weirder Auntie Twily?”

“Um, Weirder Auntie Twily,” said Fluttershy. Why did all of her daughters have to be taller than her? This was Macintosh’s fault.

“They’re having an orgy,” said Sour Apples.

“Ewwww!” said Fluttersmile. She held her hand to her mouth and giggled.

“Mom and Dad are swingers. Why else would they be shuffling us out of the house like this?” said Sour Apples.

Fluttershy’s eyebrows snapped down. “You two young ladies should be grateful your parents are open about their sexuality! You know that whoever you choose to love, your father and I will be accepting and supportive, and we expect the same courtesy from you!”

Sour Apples and Fluttersmile glanced at the floor, cheeks flushed. “Sorry, Mom,” they said as one.

“It’s all right, sweeties,” said Fluttershy.

“Mom!” shouted Flitter Wings, racing through the kitchen door. “Weirder Auntie Twily is here! And she brought Spike!”

Fluttersmile and Sour Apples turned to look at their little sister, then slowly looked back at their mother. Fluttershy ducked her head and blushed.

✭☆✭☆✭☆✭

“I am so sorry I can’t be there today,” said Rarity from the tablet propped up on the coffee table. Behind her on the screen was a Paris hotel room. “And Spikey-Wikey, I hope you do understand that I love you. But my lifestyle does not support pets. Even pets who can carry their end of a conversation.”

“I’ll be fine with Fluttershy,” said Spike. “Miss you, though.” Really he’d rather live with Fluttershy, for a number of reasons, not least of which being that human world Rarity’s bitchiness got wearing pretty quickly. He loved her, but she was a ‘sometimes’ partner.

“Macintosh, you haven’t said much,” said Twilight.

“Nope,” said Macintosh, pushing his shaggy blond bangs out of his eyes.

“Really, Twilight,” said Spike. “That’s an observation you’re making? I can see where you would because normally Macintosh is such a motormouth.”

“Be nice, Spike,” said Twilight.

The four of them sat in the living room — Twilight on the recliner, Great Dane-sized Spike at her feet, and Macintosh and Fluttershy leaning against each other on the couch. Fluttershy’s non-talking dog Dietrich lay with his head in Fluttershy’s lap. Spike watched the way Fluttershy’s fingertips trailed over his belly, toying with his short fur, stopping short and hesitating every time they neared his sheath. An ethical zoophile was still a zoophile, and Spike couldn’t help but be a little jealous.

“Macintosh doesn’t want me to sleep with other human men…” said Fluttershy, sliding a hand down her husband’s thigh and squeezing his knee.

“If I ain’t there,” said Macintosh with a slow grin.

“…but otherwise, he trusts me,” said Fluttershy. Her fingers traced up the inside of Mac’s thigh.

“Um, Macintosh, are you…” The prospect of being in a sexual situation with another male, even if they weren’t directly having sex with each other, was the thing that bothered him most about this weekend.

“He’s bi,” said Fluttershy, apparently quite used to speaking for her husband.

“But I ain’t into dogs,” said Mac.

Spike slumped with partial relief and laid his head on his paws. “Okay. Good. I’m straight. So no funny stuff.”

“No homo,” agreed Mac.

Twilight consulted her notes. “Is there anything else we need to discuss?”

“Getting you and Fluttershy naked,” said Spike, wagging his tail.

“Spike!” gasped Twilight. “There’s no need to be crass.”

“Yes. Yes, there is,” said Fluttershy, tracing her fingertips up the fly of her husband’s jeans. Macintosh gasped and arched his back. Unfortunately, it was hard for Fluttershy to get her hands to do two different things. Dietrich’s head snapped up and his eyes shot open as Fluttershy brushed his sheath, and in a second he was hightailing it out of the room. Spike noticed as he fled that Dietrich was neutered — so no competition.

“Oh my gosh I’m so sorry,” said Fluttershy, covering her mouth and blushing.

Macintosh laughed. “Wifey, we gotta get some dog cock in you. Let's get to the bedroom.”

✭☆✭☆✭☆✭

“What’s taking them so long? They aren’t having sex without us, are they?” Spike and Macintosh lay on the bed. Macintosh had undressed as soon as they’d gotten in, and Spike was trying not to look at him. His broad red pectorals and curly yellow body hair made Spike feel both intimidated and kind of funny inside.

“Hope not. She’s supposed to let me watch,” said Mac.

The bathroom door opened, and Twilight and Fluttershy came out. They were dressed in skimpy little nightie tops and barely-there thongs, thigh-high fishnet stockings and porn heels. Fluttershy was wearing a little too much makeup — on purpose, to look a little trashy. She’d done it for Spike before. Twilight was wearing way too much makeup, because she didn’t understand how human makeup worked.

“Hello, colts,” purred Twilight, narrowing her eyes. She had heavy eyeshadow on her upper eyelids, as was the fashion in Equestria.

“Oh sweet holy Harmony, this was worth waiting for,” said Spike.

Twilight was a seven-foot amazon in human form, with thick thighs, wide hips, and breasts bigger than Mac’s head. Her hair sparkled with tiny stars. Fluttershy, the shortest human in the room by a foot and a half, had filled out since her teenage years but was still long-legged and gangly. Her butt was a lot heavier, though, to Spike’s delight. Her tits had always been massive. They sagged pendulously under her nightie, hanging to her navel. Just looking at them made Spike’s cock so hard it ached. His knot was already up, and he hadn’t even touched her!

Twilight crawled up on the bed next to them. The queen frame creaked under her, Macintosh, and Spike’s combined weight. She smiled at Macintosh, and he smiled back, squirming up against the headboard, and leaning on it with his arms behind his head. Twilight began to crawl across the bed to him, but then paused, and looked back, face a little guilty. “Are you sure it’s okay?” she said to Fluttershy.

“It’s okay. I know how to share. Thanks to you,” said Fluttershy with an awkward grin.

Twilight nodded once and climbed into Mac’s lap. Mac pushed back her hair, and they began to kiss. Spike looked over to Fluttershy. She blushed and hunched over a little, hands folded over her panties, upper arms squishing into her breasts.

“I’m sorry. I know I’ve… been with all of you. A lot. But I feel a little self-conscious in this getup,” she said.

“If you want to be alone with Spike, we can use the guest bedroom,” said Mac.

Fluttershy gasped. “No! We’re supposed to be doing this together!”

Twilight rolled over to her side so that she was facing them. Her and Mac’s hands were wandering over each other’s bodies, but their attention was on Fluttershy. “Fluttershy, we all know this weekend is really about you and Spike. We understand. If you need private time with him, it’s okay.”

Fluttershy flinched. “But Macintosh, what if you get jealous?”

“You need this in your life, smoopy pie. You’ve been really good for a long time. Anyway…” He glanced down at Twilight’s breasts. “I’m being compensated.”

“My eyes are up here,” said Twilight with a smirk.

“Eyup. Looked at ’em. They were nice.”

Twilight laughed, grabbed Macintosh’s hand, and leapt off the bed. “Come on, you. Let’s give them some privacy by making enough noise that we can’t hear them.”

✭☆✭☆✭☆✭

They lay side by side on the bed, Fluttershy’s hands on Spike’s chest and Spike’s big paws on Fluttershy’s breasts. She’d done a little strip tease for him, and now she was totally naked except for the platform heels, which Spike had asked her to leave on.

“So,” said Spike. “Here we are.”

“You know, I don’t think we’ve ever been alone together before,” said Fluttershy.

“All that tedious group sex,” said Spike, wagging his tail. She’d let her hair fall over most over her face; he nosed it aside and licked her cheek. “So much fuss and commotion.”

Fluttershy giggled. “That tickles.”

Spike kept licking, wetting her cheek and her neck. The cheek was soft, with pale freckles spattering her yellow skin. He felt her swallow through the skin of her throat.

“Kiss me,” she whispered.

Kiss was relative. Spike licked her lips, and when they opened, he thrust his tongue inside her mouth, wrapping it around hers. He filled almost her entire mouth. He felt her tongue, her teeth, the inside of her cheeks, the top of her throat. His cock pulsed, so hard it hurt. His hind legs kicked and got tangled with her long, plump human thighs. Those thighs wriggled out and locked around his narrow waist. He bucked and felt the wetness of her pussy brush against his shaft. He went a little crazy, hips jerking, cock and balls and knot bouncing off her lips. At last, he found an opening and started to press, but it was awfully tight. Fluttershy bit his tongue, and he yelped.

“Spike! Wrong hole! Wrong hole!”

“Sorry. I lost control, there.”

“I’ll say you did,” she said, reaching down and wrapping her long fingers around his shaft. “I like that hole, but it’s delicate. We need to be a little more gentle with it, okay?”

“Okay, I’ll be more careful next… Oh, fuck.”

Fluttershy had guided the drooling tip of his cock up over her taint and into the opening of her pussy. That wonderful, loose, stretchy mom pussy that could take his thick dog cock so easily. At least up to the knot, anyway. “Ah! Fluttershy! It feels… so… so good!”

Fluttershy kissed the side of his muzzle and flicked her tongue over his lips. “You can lose control, now. Please. If you don’t mind.”

“C-can I knot you?” groaned Spike, body trembling.

“Yes!” snarled Fluttershy. Irritated at his restraint, she grabbed him by his bony little doggy ass and yanked him forward, nails digging in through his fur. His knot mashed against her pussy, straining at the opening. He pushed his tongue back into her mouth and began to thrust his hips.

Knotting while on their sides like this was proving to be difficult, but if he rolled her over and went in from behind he’d have to stop kissing her, and because of their very different body plans missionary was nearly impossible for them to pull off. Luckily Fluttershy was flexible. She lifted one leg high in the air and wriggled both her arms down to pull herself open for him. He knocked his fist-thick knot against her pussy lips, gradually hammering them more and more open.

“If… oh! If you were a normal dog, this… ow! Don’t stop! This would be easier. Your erection begins with extending your penile bone; you’re not supposed to grow fully erect until you’re already inside me. The knot’s purpose is to keep you… oh MOTHERFUCKER! YES! keep you inside me, to aid conception, not to… Oh! OW! Make intercourse more… ow… difficult!”

“Am I hurting you?” whined Spike.

“Yes, but in a good way. Don’t stop! Don’t you dare stop!”

He finally felt his knot sink into her soft, sloppy pussy, the lips closing around the base of his shaft. They both lay, gasping, sweaty, staring at each other. Fluttershy’s hands, no longer needed to hold herself open, drifted over to play with his balls.

“So you see,” said Fluttershy, grinning, “your problem is you get too excited too fast.”

“Can you blame me,” said Spike?

Fluttershy smirked. “No. No, I can’t.”

Spike started to thrust his hips. Fluttershy moaned and raked her nails through his back fur. He licked her neck and breasts, making them glisten with slobber. She pushed her boobs up so one flopped over the other so that he could lick the nipple. Ripples bounced through her breasts as he fucked her.

He quickened his pounding, unable to hold back. It was clear from the rapturous expression on her face that Fluttershy didn’t want him to hold back. Her eyes rolled up into her head. She began to drool. Spike rammed his lean hips into her wide pelvis. His knot strained at her pussy lips when he pulled back. That straining had an extra bonus for Fluttershy — it rubbed at her clit, harder than a lover’s thumb. She’d told Spike it gave her unimaginable pleasure.

Spike felt Fluttershy’s body begin to tense, muscles tightening. He leaned forward and thrust his tongue into her open mouth. Three more thrusts and he felt her powerful child-bearing muscles clenching down on him. Her long, plump thighs locked around him, squeezing his middle so hard it felt like he might snap.

His balls boiled, but he clenched down, willing himself to hold back until he felt her relax. He buried his cock as deep in her as it would go, mashing the end against her cervix. Pleasure ripped through his body. Every hair of his coat stood on end. His cock pulsed, sending gout after gout to fill Fluttershy’s pussy with his cum. He groaned, head thrown back, luxuriating in feeling his cum squirting out of her pussy onto his balls.

“That was a good one,” purred Fluttershy, eyes looking up at him playfully.

Spike nodded, gasping, unable to speak.

Fluttershy looked over her shoulder and twisted so he could see a little of her back. “You clawed me up pretty bad,” she said, still grinning.” Thick pink streaks ran all over her shoulders, heading back out of his field of vision.

“I’m… I’m sorry,” moaned Spike.

“Don’t be,” purred Fluttershy. “I want those all over my body by the end of the weekend. I want to feel them under my scrubs on Monday, reminding me of what’s waiting for me when I get home.”

“Not gonna be a problem,” said Spike. “So hey, I think we’re gonna be knotted like this for a while, though. What do you wanna do? Checkers?”

“Kiss me more,” said Fluttershy.

So that was what Spike did.

Chapter 2

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.

Chapter 3

Rainbow Dash pushed down the kickstand on her Deus Grievous Angel and killed the motorcycle’s engine. She’d lost the paparazzi before she crossed the state line — difficult, but fun, and now she had privacy for a visit to Fluttershy’s place. Flutters was clearly home — the lights were on, cars were in the driveway, and two dogs were charging across the lawn, barking at her. Two? Fluttershy hadn’t mentioned getting another dog. Also one's purple? Do dogs come in purple? Oh wait.

“Hey, Rainbow,” said Spike, pushing his head up under her hand.

“Spike! What are you doing here?” she said, scratching Spike and Dietrich under their jaws.

“It’s kind of a long story. I didn’t know you were coming! You picked a good time for it. We’re having a break for dinner right now,” said Spike, wagging his tail furiously.

“A break from what, exactly?” said Rainbow.

“You’ll see!” said Spike. He ran back towards the house, Dietrich trailing after him. Rainbow shrugged and followed them across the yard.

Inside, Mac, Flutters, and alien princess Twi were hanging around in the kitchen drinking and eating pizza. Fluttershy was wearing a long T-shirt that her insane rack pulled up high enough that Rainbow could see the pink fluff between her legs. Mac was dressed in boxers. Twilight was naked and sporting a huge, limp cock.

“That new, Twi?” said Rainbow, bracing herself for the incoming Fluttershy tackle-hug.

“New spell,” said Twilight. “Do you like it?”

Rainbow Dash was too busy kissing Fluttershy to answer. She heard Spike whimper with discontent. She didn’t care — Fluttershy’s big thick mom ass was naked under that sultrily short nightshirt, and she was busy squeezing it so hard you could see her fingerprints in it. But apparently, Fluttershy cared.

“I’m sorry, Spike. I didn’t mean to make you jealous. I told you about Rainbow Dash and me, right?”

“Yes,” grumbled Spike. “You know for a shy girl I still have to share you with a lot of people.”

Rainbow took half a step back from Fluttershy. “What? Share? Fluttershy, are you fucking Spike?”

“You’re surprised Fluttershy wants to fuck a dog?” said Mac. He reached into the fridge and pulled out a brightly colored aluminum can. “Here, try this.”

“I guess I’m not. But why didn’t you tell me, Flutters?” Rainbow Dash caught the tossed beer can in midair, opened it and took a sip. “Whoa.”

“Like it?” rumbled Mac.

“It’s like being hit in the face with a dirty sweat sock full of hops,” said Rainbow, taking another big swig. “I like it. Seriously, though, why didn’t you tell me, Flutters? I know I don’t see you much, what with you wanting to stay out of the spotlight, but…”

Fluttershy hunched and blushed. “I was afraid you’d judge.”

Rainbow sighed. “I’d never judge your, Flutters. But you know the rules. Share and share alike.”

Fluttershy gasped. “You want to… with Spike?”

Spike’s tail began to wag cautiously.

Rainbow shrugged. “Sure. Why not? I’ve tried almost everything else. Anyway, a couple more cans of this and I’ll definitely be drunk enough to fuck a dog.”

Mac grinned, walked over to Twilight, picked up her limp cock and gave it a tug.

“You kids have fun,” said Twilight. “Mac and I will be in the guest bedroom if you need us.”

✭☆✭☆✭☆✭

“Okay, so I’m going to show you how he works,” said Fluttershy.

Spike lay in the bed small spoon to Fluttershy, with Rainbow Dash facing them. Spike thought Rainbow looked nervous even though she’d had four cans of Mac’s beer-sludge IPA. Enthusiastic, but nervous. She had an interesting body — she was short and thin, and her long wiry limbs, almost total lack of breasts and the prominence of her ribs and hip-bones made her look a bit like a dog herself. Not that she was emaciated, just tightly muscled and lacking in any excess flesh.

Fluttershy’s right hand fluttered down Spike’s chest and over his belly. He drew his breath as she danced she fingertips over his sheath. “Now, dog penises are a little different from human penises,” she said. She pushed her right hand under his body to cup his balls. Spike’s body tensed, and he felt himself begin to stir in his sheath. Fluttershy’s lips danced along the back of his neck. He was fully erect in seconds.

“A little bit different?” said Rainbow Dash, looking in fascination at his pulsing pink peg.

Fluttershy shrugged and leaned up so she could see over Spike’s side. “You don’t have to play if you don’t want to. Or you can just watch.” She slid her palm up over Spike’s shaft, teasing it with feathery caresses. Her other hand slid up under him to rest on his chest. “Now, in a moment… yes. There we go.”

“It’s swelling up!” gasped Rainbow. “Is it supposed to do that?”

Fluttershy cupped Spike’s knot, stroking it tenderly. “The knot feels really good inside you. Rubs right up against your clit. Hurts a little, but you can handle that, right?”

Rainbow gulped. “Sure! Sure I can! I’ll just… um… watch you for now if that’s okay?”

Fluttershy giggled. She rolled Spike onto his back, and pushed her gigantic tits up to drape on either side of his rib cage, and leaned over Spike’s face and wrapped her lips around his massive tongue. He squeezed her colossal jugs with his forelegs. Fluttershy grabbed him by his floppy ears and pulled his face against hers. Human and dog drool rolled down Spike’s muzzle and onto the bed.

“You two really love each other,” said Rainbow, running a hand over one of Fluttershy’s tits. Fluttershy responded by rising up to her knees and kissing Rainbow. The two women opened their mouths, tongues running each other’s lips.

“You taste like dog,” said Rainbow.

“My favorite taste,” purred Fluttershy. “I love how deep in my mouth his tongue can go. He can lick the top of my throat.”

“Gross. Awesome, but gross. Kiss me more.”

Spike looked up, worshipful, watching the two women kiss. “Wow,” he said. “I really don’t deserve this.”

“You really do,” said Fluttershy. “You’re a good boy.”

“How about I suck on your tits?” moaned Rainbow, lifting one pendulous boob up almost level with Fluttershy’s shoulder.

“Please,” moaned Fluttershy.

She leaned down and took Fluttershy’s nipple between her teeth. Spike whimpered with lust and scooped the other one up between his forelegs. He lapped at it frantically, long thick tongue making slapping noises against her skin.

“Oh. Fuck. Yes. Play with my tits. I love it so much,” groaned Fluttershy.

“They’re great, aren’t they, doggo?” said Rainbow, thumping Spike’s shoulder.

“She’s great!” said Spike, tail wagging against the bed.

“She ever let you fuck ’em?”

“Yeah! It’s amazing! I mean, not as great as being inside of her, but it’s really fun!”

Fluttershy raised her hand. “Um… I’m right here. You’re kind of… you know… objectifying me right now.”

“You know you love it,” said Rainbow, smacking her tit and making it wobble like a gelatin dessert.

Fluttershy bit her lower lip and nodded. “I really do. Spike, you can fuck my tits right now if you want.”

Spike nosed Fluttershy on the shoulder and guided her onto her back. He straddled her chest, pressing his cock into her cleavage. His dick was long enough to poke out between her tits and rest on the bottom of her neck. Fluttershy tilted her head down to take the end of it between her lips.

“Oh. Oh wow,” said Spike, rearing back his head and thrusting his hips.

“Good boy. Good boy. Fuck those tits,” said Rainbow, running her hands up and down his back.

“Dig in your nails,” said Spike.

“Like this?” she said, nails leaving furrows in his fur.

“Yeah,” said Spike. “Oh yeah!” He humped faster, making Fluttershy’s tits bounce and jiggle. She groaned around his cock. His tongue lolled out, and drops of dog drool spattered Fluttershy’s face.

“How about this,” said Rainbow, scratching him with both hands above the base of his tail.

“Oh fuck yeah!” said Spike.

Rainbow leaned over and kissed him lightly on the ear. Spike bent his head back and licked her cheeks sloppily. Rainbow laughed and pushed his face away. She slid her hand hesitantly down the back of Spike’s thigh.

“What… what are you doing?” he groaned.

“Something crazy,” she said, cupping his balls in her hand. “You gonna give Flutterslut a nice pearl necklace?”

“I want to,” moaned Spike.

“Don’t hold back,” said Rainbow, cupping his balls in her hand and licking the edge of his ear.

Spike yowled as electric crackles of pleasure shot through his body. He felt his balls tighten, felt himself spurting in Fluttershy’s mouth. He jerked back, spraying her face and her neck. She closed her eyes and squeaked as cum soaked her yellow skin.

“Okay. That was pretty hot,” said Rainbow, her breathless tone belying her casual words. She moved her hand away from Spike’s balls as if trying to pretend she’d never touched them.

“Mgnh,” said Fluttershy, looking up at Rainbow pleadingly, her open mouth full of cum.

Rainbow’s cyan cheeks paled. “Oh, Flutterslut, you’re not asking me to do that.”

Fluttershy nodded, eyes serious.

“I don’t know, this is kind of…”

Fluttershy whimpered.

“Okay, fine, fine. I can’t say no to you.” Rainbow pushed her spiky hair out of her eyes and leaned down. Spike watched in amazement as she hesitantly trailed her tongue through his cum, then locked her lips over Fluttershy’s. She held Fluttershy’s cummy cheeks in her thin blue hands and kissed and kissed her, playing with his cum until it was all gone.

“It's spicy,” said Rainbow. Fluttershy giggled.

“Rainbow’s been a brave girl. We should reward her,” said Fluttershy, smiling at Spike dreamily, her face still caked with cum.

“Reward me how, exactly?” said Rainbow, reaching for the can of beer on the bedside table. She took a drink and swished it in her mouth before she swallowed.

Fluttershy ran her hand down Rainbow’s cheek. “Taking the knot is a remarkable experience.”

Rainbow cringed. “That’s what I was afraid you were going to say.”

“You don’t have to if you don’t want to,” said Fluttershy. “I could just kiss you down there. I know you’d like that.”

Rainbow took a deep breath. “No. I want to try it. I mean, it’s awesome, right?”

Spike’s tail started thumping on the bed. “I’m ready to go again, any time. Don’t worry about me.”

Fluttershy giggled. “Are you sure, Spike? Rainbow could start you off with a blowjob.”

“How about nope.” Rainbow slid over on top of Fluttershy and started kissing down her body. “There are other things I’d rather do with my mouth anyway.” She flicked her tongue against Fluttershy’s little fluff of pink pubes. Fluttershy spread her long plump legs and tangled her fingers in Rainbow’s hair.

Spike sniffed at Rainbow’s pussy. Mmmmm. Citrus flavored. He nuzzled against her opening and started licking. His long tongue ran over Rainbow’s clit and lips, then flicked up inside of her. She groaned into Fluttershy’s pussy, her husky moan mixing with Fluttershy’s sweet, soft whimpering. He licked and licked — the soft texture and pungent, fruity flavor of Rainbow’s pussy were amazing. He wanted to just keep going and see how many licks it took to get to the center. But Rainbow reached back and pushed his head away.

“The oral is great, and all, but I need something inside of me if I’m gonna cum,” said Rainbow, looking back at him.

“Rainbow!” hissed Fluttershy. “Why did you stop licking?”

“Geeze! Sorry!” said Rainbow, and pushed her face back in between Fluttershy’s thighs.

Spike stood up. Rainbow was wet enough, he was hard. It was time for nature to take its course. He wrapped his forelegs around Rainbow’s middle and thrust his hips forward. The tip of his cock bounced off Rainbow’s round ass cheeks several times.

“Use… use your hand to guide him in,” said Fluttershy.

”Got it,” said Rainbow, reaching back and wrapping her fingers around Spike’s cock. He groaned and thrust it against her palm. She pointed him at the opening and he did the rest, driving his nine-inch shaft into silky wonderfulness. Her flesh flexed around him, unbelievably tight. She had the muscle tone of a hydraulic press down there; it hurt when she squeezed him, but that was all right, he liked that. His hips churned, balls slapping her as he tried to push the knot inside.

Rainbow Dash screamed into Fluttershy’s pussy and reached back with both hands, pulling herself open for his knot. With a few hard thrusts, it popped inside, locking him tight into Rainbow’s trim blue ass. Fluttershy smiled at him, stroking Rainbow’s hair as she licked. “How… how does she feel?” she gasped.

“It’s so tight!” moaned Spike. ”It's so tight it hurts!”

“Mmmm. I bet it’ll be even tighter when she cums,” purred Fluttershy.

Spike leaned down to lick at Rainbow’s ears and the back of her neck, soaking her with drool until her skin glittered in the dim light. Fluttershy’s gasps were getting faster as Rainbow’s licking began to have its effect. Fluttershy lifted her long legs up and wrapped her jiggly thighs around Rainbow’s head.

“Oh! I’m going to cum!” shouted Fluttershy. “Oh mother of god I’m going to cum. Bite it! Bite my clit!”

“Are you sure?” asked Rainbow, glancing up.

“Rainbow Danger Dash!” hissed Fluttershy, “Did I ask you to discuss biting my clit? Or did I ask you to fucking bite it as hard as you can?”

“Sorry, sorry,” mumbled Rainbow, tucking her face back down into Fluttershy’s crotch.

“Yes. YES!” wailed Fluttershy. ”Harder! Harder! Oh!” She arched her back, pendulous tits quivering.

Spike growled and humped Rainbow’s pussy faster. Seeing Fluttershy so excited was driving him wild with lust. His balls were feeling empty, but having his cock so deep in Rainbow’s sopping cunt was filling them back up pretty quickly. Her pussy-flesh was wrapped around every detail of his cock, hugging it, squeezing it, milking it. He held Rainbow’s jutting hip bones tight with his forelegs, slamming her lean little ass without pity or remorse.

“Harder!” growled Rainbow.

“Who told you you were done licking?” Fluttershy grabbed the hair on top of Rainbow's head and held her down, forcing her to keep licking. Fluttershy’s moaning rose again, louder and louder, cresting into peaks of pure delight, then dropping into softer interludes that quickly started building towards another peak. After the ninth or tenth round of this, Fluttershy pushed Rainbow away.

“Stop now! Stop! Too sensitive!” she said, practically squirming up the headboard.

“Ummmm,” groaned Rainbow Dash, looking up at her cross-eyed. She was drooling. Or maybe it was just Fluttershy’s girl goo dripping off her chin.

“Oh, Spike,” said Fluttershy. “Look what we’ve done to her.” She took Rainbow’s head and turned it toward the side so that Spike could see her glazed expression and goofy grin. “She’s drooling.”

Spike panted happily, tail wagging. “So you like the knot?” asked Spike.

“Nnnngh,” said Rainbow.

Fluttershy slid a hand under her friend’s belly and pushed her fingertips against the apex of her pussy. She slid her other hand over Rainbow’s ass, stroking the smooth skin, then sinking her middle finger into her asshole. Spike licked Fluttershy’s face, licking his own dried cum off her cheeks, and she opened her mouth to kiss him. She sucked the scoop of rehydrated dog jizz right up, then sucked on his tongue. He licked as deep as he could, all the way into her throat.

Rainbow bucked under Spike. Fluttershy’s fingers were mashing her clit up against his knot. He felt Rainbow shaking, legs trembling beyond control. She grabbed a pillow and shoved it into her face to muffle a passionate scream. Her pussy clamped down on his cock. Spike yelped into Fluttershy’s mouth as powerful child-bearing muscles squeezed him so hard he was afraid his dick might pop. Fluttershy held down Rainbow’s clit, drawing out her orgasm until she batted Fluttershy’s hand away.

“She’s ready,” said Fluttershy, breaking her kiss with Spike to lick at her fingers, dripping with Rainbow’s citrusy girl goo. “Cum in her now, baby. Give Rainbow her first load of dog cum.”

Spike groaned. He closed his eyes and drove his aching dick deep into Rainbow, slamming into her back wall. Fluttershy’s hand floated over his ass, stroking his asshole and then sliding down to cup his balls. A few more delicious thrusts and it was time. A roiling surge of pleasure shot through his body, and his balls started to pump. The cum sprayed into Rainbow’s pussy, but there wasn’t a ton of room in there. Rainbow gasped as his load started to stretch her insides — locked in by his massive knot, there was nothing to do but blow up her womb like a balloon.

“Gah! So full!” gasped Rainbow, grabbing her belly.

“Oh wow,” moaned Spike, tongue lolling out, drooling onto Rainbow’s back.

“Look, you have a cum baby!” said Fluttershy, stroking the distinct bulge in Rainbow’s hard abs. “Oh my gosh, it's so cute!”

“No, no!” said Rainbow, rolling over onto her side. Spike, still knotted in her, yelped as the motion flipped him over. “Maybe it’ll come out when he comes out!”

“I hope not,” purred Fluttershy, caressing her friend’s lower abdomen. “It’s beautiful. Rainbow, we should make you fat.”

“Yeah no,” she said, rubbing her belly with both hands. “He can’t get me pregnant, right?

“Oh he totally can,” said Fluttershy, eyes gleaming with fake seriousness. “He’s very fertile. I’m sorry, Rainbow, but you’re probably going to have puppies.”

“Don’t say that!” said Rainbow, slapping Fluttershy on the tit.

Chapter 4

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.

Epilogue

It rained Monday morning. Twilight stood on the porch with her bags, waiting for Macintosh to bring the car around.

“I’m gonna miss you, Twilight,” said Spike, leaning his head against her leg.

Twilight ran her fingers along the edge of one of his ears. “I’ll come back as often as I can. Be safe, okay? If you get sick, send for me and I’ll bring Dusk Shine over. I don’t want any human veterinarians poking at you.”

“You mean other than Fluttershy?” said Spike, rubbing his snout against her hand.

“You know what I mean. I doubt you’re wired up exactly like a normal dog inside.”

“Let’s not find out,” said Spike. “I’ll keep my nose clean and my mouth shut around people who aren’t family.”

Macintosh pulled his truck around to the front and honked the horn.

“This is goodbye, for now,” said Twilight. She squatted down and hugged him until his ribs creaked. He licked her once on the lips.

“We'll have forever together, right?” said Spike.

“I promise. We've got to love the mayflies while we can.”

Then Twilight was running out to Macintosh’s truck. Spike watched them go, then went back inside to curl up in bed and nap until Fluttershy got home from work.

Dietrich put his snout on the bed and whimpered.

Yeah, you can come up, said Spike in the mainly posture-based language of dogs. Glad you know who's boss.

You get to mate with Mom, said Dietrch mater-of-factly as he walked in a circle on the bed before lay down a respectful distance from Spike. So it must be you. You're lucky. Mom is amazing!

She is. Can't wait for her to get home, said Spike, wagging his tail. He closed his eyes, and drifted off to sleep.