Keys to the Lounge

by Scott Curl

Rating: mature
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Princess Luna, Porn, Rarity, Fluttershy, Sex, Twilight Sparkle, Anthro
Length: 11552

Fluttershy becomes Princess Twilight's latest servant, thanks to her best friend Rarity.

Thanks to Rarity pulling some strings, Fluttershy has joined one of the most prestigious ranks in all of Equestria: the personal servants of Princess Twilight. But, Fluttershy being Fluttershy, she's worried about making a good impression on her first day to her new mistress.

Lucky for Fluttershy, her best friend Rarity is the headmare of Princess Twilight, the best servant in Canterlot, and the personal favorite of the princess.

Even with Rarity's help, Fluttershy can only pray that everything goes well...

(Part of the "Keys" storyline. Cover art by evehly.)

[Hyper] [Humiliation] [Blowjobs] [Facesitting] [Public Nudity] [Excessive Milk] [Excessive Cum] [Lavender Scents]

Published 2019-11-16 18:00:02 UTC
Last updated 2020-01-01 03:04:52 UTC

Meet Your Mistress

Breathe in, breathe out… Breathe in, breathe out…

Fluttershy nervously clutched across the pendant’s chain around her neck. She took in a deep breath, held it for a few seconds, then exhaled. She waited, then tried again. Fluttershy was told this was supposed to calm one’s nerves. But it never seemed to help her much.

By all accounts, Fluttershy told herself, she had no reason to be so nervous. Rarity had done exactly what she said she was going to do: gotten her a position serving under Princess Twilight. The locker room was better decorated than her entire home. Long plush seats and rows of personalized wooden spaces lined the walls, and the room was kept spotless every single night as one of the many duties. Everything looked pristine when Fluttershy walked in.

Fluttershy clutched the chain harder as the pendant rested against her large breasts. It wasn’t like she had much else to grab on to. Except for the pendant, Fluttershy stood in the locker room totally naked. This was the uniform of the servants of the princesses, which Fluttershy knew going in. And Fluttershy had spent all day brushing her hair, washing and re-washing herself, trying to look as immaculate as she possibly could.

It wasn’t even having to walk around nude that bothered her. She had waited for this night for what felt like eons. And now that it was finally here, Fluttershy felt butterflies in her stomach. It was like getting ready to fall from a cloud, hoping the wind would catch her.

“Darling? Are you alright?”

Fluttershy opened her eyes to see Rarity walking in. She was already naked save for her pendant, merely hanging an ensemble for the next morning from her locker. Fluttershy’s heartbeat slowed a bit as Rarity walked up to her. “Nerves before your big night?”

Rarity never looks embarrassed about being naked, thought Fluttershy. She’s served the princesses for so long. Maybe she can help.

“I just… really want this to go well, Rarity.” Fluttershy finally let go of the chain, folding her arms beneath her huge breasts. “I’ve never, well, slept with a princess before, and they’re so big. And so beautiful, and sexy, and… p-powerful…”

Fluttershy gently grasped her arms, a blush returning to her face. It was just like Fluttershy to wear her emotions on her sleeves. Even when she was standing naked in front of Rarity. With a gentle smile, Rarity brushed her hand beneath Fluttershy’s chin.

“Darling. You have nothing at all to worry about. I’ll be right beside you the entire night. If you ever need anything, I’m here for you. Alright?”

Fluttershy could swear that she felt her blush get more intense, not less, as she took a few deep breaths. But she managed to calm her nerves, standing up straight with a shy smile. “Alright, Rarity… Thank you.”

“Anything for you, Fluttershy! Now come along! We shan’t keep our mistress waiting!”

Rarity strolled out of the locker room into the hallway, Fluttershy following close behind. The pleasant smell of lavender filled the halls, dried purple flowers hanging from up above in a few baskets.

Breathe in, breathe out… just breathe, Fluttershy…

The pegasus kept her eyes on Rarity’s back, trying not to think about that she was parading herself around nude where anypony could see her. But trying not to think about it made her think about it, of course. It was just something she’d have to get used to, she told herself. Every bounce of her large breasts made Fluttershy more conscious of how humiliating this was for her.

And that fact made Fluttershy appreciate it all the more.

Her breaths were still heavy as the two of them approached the throne room’s large doors. By now, Princess Celestia and Princess Sunset had long since left for their own royal chambers. The night guards stood at attention as Rarity led Fluttershy past them and into the royal chambers. Fluttershy had never been in the throne room before, and the sight made her briefly forget her place. The red silk and velvet pillows strewn across the room added a pleasant color to the chamber that made it radiate warmth. Fluttershy could smell a faint scent of vanilla mixed in with the lavender. Even jewels strewn about the curtains seemed oddly appropriate for such perfection.

Twilight and Luna laid across couches at the far end of the throne room, their bodies adorned with silver jewelry. Earrings, bracelets, rings, and anklets adorned the both of them in addition to their crowns. Besides the jewelry, neither princess was wearing clothes. But, when you were an immortal hyper deity, especially ones as powerful as the two of them, clothing was seen as an inconvenience.

“Good evening, Mistress!” Rarity bowed, snapping Fluttershy out of her momentary stupor, who quickly bowed next to Rarity.

“Good evening, Rarity.” Twilight’s hand slid across her own smooth thigh, coming to rest on her wide hips. She looked between her head servant and her new recruit. “And Fluttershy. Welcome! Glad you could make it.”

“Oh, um… h-happy to be of service, Your Majesty. Um, I mean, Mistress!” Fluttershy mentally kicked herself. She was already messing up.

Twilight chuckled goodnaturedly at Fluttershy’s nerves. “Either ‘Your Majesty’ or ‘Mistress’ is fine, Fluttershy.”

To the side, Luna was eyeing Fluttershy with a curious glance. It had been quite a while since Twilight had hired any new servants. And Luna’s own servant wasn’t due to arrive for a few more minutes. A little bit of time up close and personal couldn’t hurt. As Rarity and Fluttershy stood back up, Luna extended her arm and flicked up one of her fingers. Fluttershy gasped, feeling herself suddenly lift off the ground, floating a few inches in midair. She also felt a pressure against her crotch, like she was being gently lifted by her groin. Luna made a beckoning motion with her finger, making Fluttershy float across the room towards her. In her momentary daze, Fluttershy saw that Luna’s horn wasn’t glowing. This wasn’t magic; this was pure power.

Breathe in… Breathe out…

Luna brought Fluttershy up close, taking a good look at her body. She slowly spun Fluttershy around in a circle by twirling her finger, leading to the pushing on Fluttershy’s crotch getting stronger. The pegasus bit her lip, trying to stifle a moan she felt. She was already getting aroused, and she’d only just walked in. Even in her wildest expectations, she didn’t expect the princesses to be so… incredible.

“My, my, Twilight Sparkle. You have certainly got yourself a beautiful new servant,” said Luna as she slowly lowered Fluttershy back to the ground. Fluttershy’s cheeks flushed again as Rarity slowly climbed the velvet steps to Twilight’s throne. “Pleasant curves, firm backside, lovely breasts… Headmare Rarity has an eye for this. Perhaps we will have our headmare find somepony like her!”

Rarity smiled. “Your kindness is most appreciated, Your Highness.”

Luna turned her head to Twilight. “Might we indulge ourselves with your new servant? She’s your girl, after all.”

Fluttershy inhaled sharply. Luna was so casual about the way she said that, it was like she was asking to borrow a cup of sugar! Rarity smiled, sitting in Twilight’s lap, wigging her fine white rump against her beautiful princess, all eyes turned to Fluttershy now.

“Oh, very well,” said Twilight. “But don’t make love to her just yet. I’d rather that come a little later…” Twilight grabbed Rarity’s ass, bringing her servant closer, her hand working over Rarity’s softness. “Fluttershy, do as Luna tells you. I’ll get back to you in a few minutes…” With that, Twilight turned her attention to Rarity, kissing her headmare and pulling her closer.

“Um, y-yes, Mistress… Princess, what should I-Ah!” Luna pressed the issue by bringing Fluttershy’s breasts close to her face, letting her tongue dart across Fluttershy’s impressive boobs. Her thumbs worked over the side of the large yellow tits, brushing them and getting a feel for Fluttershy as her tongue worked its magic. And magic is what it felt like. In just seconds of Luna’s treatment, Fluttershy was already grunting, grasping at Luna’s arms, wanting to shove her tits against Luna and never push away.

The licking over her nipples made Fluttershy’s tits start to leak a few droplets of milk, Luna’s tongue coaxing it from her once she felt the sweet taste hit her tongue. With a content sigh, Luna gave another lick before pulling back, getting Twilight’s attention. “And her milk is quite good! You should have a drink when we’re done with her.”

Twilight only nodded her head as she made out with Rarity, the monster cock of the new night princess starting to grow against Rarity’s thigh. Though Twilight could have just let her cock grow past the ceiling, taking it slow for the new girls was a personal policy of hers. Rarity’s hand worked over Twilight’s balls as she felt the tip of her mistress rub against her, teasing the purple orbs with her fingertips.

Luna went back to Fluttershy’s boobs, holding her up by Fluttershy’s wide hips and licking across her nipples. Every lick made Fluttershy’s milk flow increase, a little bit at a time, until her breasts were practically squirting milk. Fluttershy had never lactated this much in her entire life, and Luna was doing it with just her tongue! As her milk kept flowing, Fluttershy whimpered in delight, her folds growing damp. Luna must have seen the same thing, as her hand slowly approached Fluttershy’s groin…

Fluttershy yelped when Luna’s hand touched her, face flushed red. Luna rubbed around Fluttershy’s clit in slow circles, keeping the pressure on her with that one fingertip, making the huge yellow pegasus boobs leak even more milk from the stimulation. Luna kept getting mouthfuls of milk, gently swallowing the sweet warmth into her flat stomach. Every moment, Fluttershy felt the most intense orgasm of her life approaching. Luna casually crossed her legs on her soft throne, the dark blue cock of the night princess growing against Fluttershy’s gorgeous thighs.

In the back of her lust-addled mind, Fluttershy began to understand why the princesses were spoken of as legendary talents. With just one fingertip and her tongue, Luna was making Fluttershy’s body do things that she thought were impossible. Bringing her closer to sexual rapture. Making her want to swear loyalty. Making her want to gush more milk. Making her just want. It became hard to focus on even that thought as Luna kept drinking, kept rubbing, kept using Fluttershy to prove her power.

It all become too much. Fluttershy’s grip tightened on Luna’s arms, letting out a throaty grunt as her honey leaked across Luna’s hand, the sweet milk flowing like a faucet into Luna’s mouth. And yet, the beautiful princess never stopped swallowing or drinking, smiling as her power made Fluttershy’s milk flow.

After the sensational orgasm, Fluttershy felt herself start coming down, the flow of milk from her tits coming to a slow stop as she was placed back on the ground by Luna. Fluttershy collapsed, moaning and whimpering, still wet. Her hands grasped for her tits, finding her sensitive nipples leaking a few last drops into her hands.

Luna sighed contently, licking her own lips. “Oh, yes. She’s a keeper, Twilight Sparkle.”

“Mmm… Glad you think so…” Twilight broke a kiss with Rarity, staring a moment into Rarity’s beautiful eyes, leaning into Rarity’s ear and whispering something. Fluttershy couldn’t make it out from where she was laying. All she saw was Rarity’s face turning as red as her own, staring at Twilight for a moment before whispering something else in return. And then, Princess Twilight looking at Fluttershy with a coy smirk. Fluttershy’s mind finally shook out the cobwebs, trying to piece this together. Just what did she have in mind?

A voice from the back of the throne room broke Fluttershy’s concentration again. “Mistress?”

Fluttershy looked up to see an indigo unicorn standing with a hand to her chest, looking between Luna and Fluttershy. Like Rarity and Fluttershy, she was naked save for a silver pendant, but with a design different from the one that the other two servant girls were wearing. As Fluttershy looked closer, she saw a crescent moon as part of the pendant.

Luna smiled. “Good evening, Starlight. We were just indulging ourselves with Fluttershy, Twilight Sparkle’s newest servant. Very impressive for her first time…” Fluttershy weakly smiled as she stood back up.

Starlight walked to Luna’s throne, bowing down low and kissing two silver anklets by Luna’s feet, smiling and softly nuzzling a cheek against Luna’s leg.

A ritual, perhaps? thought Fluttershy.

“Oh, Fluttershy?” came a voice from behind her.

Fluttershy snapped to attention and quickly turned around. “Yes, Mistress!”

Rarity had slid from Twilight’s lap, hands gently folded across her legs. It was hard to read her expression. She looked almost worried. Fluttershy pretended not to notice as Twilight beckoned her closer, kneeling before the throne of the princess.

“Rarity told me a lot about you after I sent your introduction letter. She said you like to be… dominated? Yes?” Even sitting down, Twilight looked so imposing from down below. The legendary cock was throbbing before Fluttershy’s face, making Fluttershy glance across the royal purple scepter. Certainly, Twilight was impressive, bigger than even the most studly of stallions that Fluttershy had ever seen. But the things she’d heard about Princess Twilight’s dick… As tall as a castle tower, thick as a dragon, with balls the size of houses? Was it all just an exaggeration? Her lapse with Princess Luna made her puzzle over it.

“Y-Yes, Mistress… I do.” Fluttershy could smell the pleasant vanilla scent mixing with Twilight’s musk, making Fluttershy lean closer to Twilight’s cock to catch more of it.

Twilight smiled, a hand beneath her chin. “Well, then let’s put that to the test. I want you to remain by my side for a few hours, my dear. Whenever somepony walks into my throne room… I don’t care if they’re male, female, herm, or otherwise… You’re going to offer to lick them off. Right in front of me.”

Fluttershy felt her heart skip a beat or two, her eyes yanked open. She looked up at Twilight for even the slightest hint that this was a joke, or some sort of test. Any sort of sign at all. It never came.

“M-Mistress Twilight…” Fluttershy said with a small hiccup. “I…”

Rarity nervously rubbed her hands together. Starlight finished her ritual with her beloved Princess Luna, watching to see what Fluttershy might do.

“I…!”

Fluttershy slowly lowered her head to the plush carpet, placing herself in a deep bow. She already felt herself getting hot. “Yes, Mistress… I will obey you!”

Rarity let out a small sigh of relief. Starlight grinned. So did the princesses.

Fluttershy whimpered.

Breathe in… Breathe out… In, out, in, out…

It had only been ten minutes since Fluttershy was left alone with the Princesses. But it felt like hours had ticked by. No one else had walked into the throne room yet, but someone would. Fluttershy knew they would. They would come to see Princess Twilight and receive her blessings and council. Or they would come to have Princess Luna clear their nightmares. And they would come… to have Fluttershy service them.

Fluttershy’s panting got Twilight’s attention, since she was rubbing one of Fluttershy’s legs. Even now, Fluttershy felt herself getting more and more turned on the more Twilight’s hand rubbed across her. She was the princess for a reason, after all. That hyper cock’s scent, the gentle rubbing, the prospect of what she was about to do… Fluttershy was helpless before the perverse lust that filled the air.

The throne room doors opened, making Fluttershy briefly jump. In walked a pony Fluttershy didn’t recognize: a dark red earth pony stallion with vibrant green hair, wearing one of Princess Twilight’s pendants and nothing else. He made his way to Twilight’s throne, bowing before her.

“Good evening, Mistress Twilight,” said Apple Cinnamon, raising his head to her.

Twilight pushed on Fluttershy’s backside, sending her to her feet on shaky legs.Twilight motioned to go on to Fluttershy, and the butterflies in Fluttershy’s stomach grew worse. Fluttershy leaned down close to Apple Cinnamon’s face, her voice barely above a whisper.

“Good, um, good evening… May I…” She slowly inhaled. “May I please… suck your dick?”

Apple Cinnamon glanced up to Princess Twilight, who nodded her head. He looked back to Fluttershy, who was biting her lip.

He smiled. “Sure you can, babe.”

With that, he stood up tall, Fluttershy slowly dropping to her knees in front of Apple Cinnamon’s crotch. Her fingertips reached up to rub across his sheath and his admittedly-impressive ballsack, his sweet smell of apple-cinnamon mixed with the room’s vanilla creating a pleasant aroma. She tentatively leaned in closer, hand reaching around to hold onto his thigh, and taking in another deep breath before she kissed his ballsack.

Fluttershy could hardly believe she was doing this. She was on her knees, kissing at the cock of a total stranger. She was being watched by the princesses, two of the most powerful hypers and greatest lovers in the entire world. She was totally naked except for a pendant around her neck, her large breasts heaving as she panted for air between her kisses.

And she had never been more turned on in her life.

Fluttershy took to working her tongue across his sheath and his balls, coaxing Apple Cinnamon’s cock free, swirling her tongue across the large tip. No wonder Mistress Twilight kept him around; every part of him was like a sweet dessert. The stallion moaned as he rubbed his balls against her face, hands behind his head and rocking his hips. Fluttershy kissed over his sack, fingers caressing his swollen cock as she slowly worked her soft lips up his shaft.

“Nngh, ooh you’re good…” said Apple Cinnamon as the tip of his cock swirled across Fluttershy’s soft lips. Her hands slid across his legs to his lips, her panting making her hot breath cascade over his crotch. Fluttershy’s cheeks were burning red hot with embarrassment, and every moment just made it that much better for her.

Fluttershy narrowed her eyes at the tip of Apple Cinnamon’s cock. His throbbing, pulsing member was just inches away from her mouth. With one more slow inhale, Fluttershy closed her eyes, leaning down to his cock and taking it into her mouth. She could hear him moaning, feeling his hands running through her soft pink mane. Fluttershy took her time with him, using her tongue to feel out the size and shape of his dick, even rubbing it against her cheeks. His sweet taste was making this easy for her. Fluttershy lowered her head down, steadily taking more of his shaft past her lips, gently sucking and slurping over it.

“Ooh, Mistress Twilight, I don’t know - mmph - what I did to deserve this, but... oh fuck babe, just like that… I promise to do it more often!” Apple Cinnamon watched Fluttershy work, using his hands to comb through her soft pink hair, grinning at her from above. She kept her eyes closed, but that was hardly a complaint when she felt this good. “Nngh, you like how I taste, babe? Ooh yeah you do, you’re such a good cocksucker…”

Fluttershy’s blush grew more intense. So did her sucking. He could feel her grip on his hips get stronger, bobbing her head slowly up and down across his impressive sweet shaft.

“Mph! Ooh you like dirty talk, huh?” Apple Cinnamon braced his legs down against the floor, gently leaning forward over Fluttershy as she sucked his cock. He could see the change in Fluttershy right away. “You liked being called names, babe? You like being treated like a slut? Is that what you like?”

Fluttershy grunted. She returned to his lip, swirling her tongue around his tip much faster than before. Her face was beet red. Her breathing was staggered and quick. And her folds were almost dripping wet.

Apple Cinnamon grunted, clutching his hands on Fluttershy’s mane. He felt his balls swell from Fluttershy’s wondrous sucking, his hips pulled forward from the strength of her moist throat. “Unh! Ooh, you dirty little kitten! That’s it! Mmm! You’re a hungry cocksucker! You like it down there? You like sucking this huge dick, you dirty cocksucker?”

Fluttershy opened her eyes. She stared up at the sweet Apple Cinnamon, pleading with him. The fierce look in his eyes told her he loved it just as much as she did. She whimpered with lust. She wanted this. She wanted it bad.

The moment of connection between mare and stallion made Apple Cinnamon gasp with delight. He leaned his hips forward, gushing his sweet sticky cum into Fluttershy’s mouth, grasping Fluttershy’s pretty mane. She locked her lips around his tip, letting her cheeks swell up wide before swallowing his seed in large gulps into her float stomach. Fluttershy’s large breasts jiggled as she slowly released her grip on his waist, letting his fat cock slide free of her lips.

Apple Cinnamon panted, his thick stallion cock still throbbing even after Fluttershy released him. “Mmm, wow… Hello to you too, babe.”

She looked back up to him. She hoped her mistress saw all of that. “It’s Fluttershy…”

“Fluttershy? Even your name sounds super cute. I think I’ll stick with ‘babe,’ though.” He smiled, lifting her chin up. “I’m Apple Cinnamon. But call me ‘sweetie.’ Everypony I like does. Let’s do that again sometime, okay? I’ll call you all the names you want,” he said with a wink.

Fluttershy tilted her head up, meeting his eyes. “O-Okay… sweetie.”

Apple Cinnamon gently pulled his hand away from Fluttershy’s face, walking out of the throne room with a big smile on his face.

Behind Fluttershy, there was a gentle applause from Twilight. “Very good, Fluttershy. Exactly what I hoped!”

Fluttershy couldn’t help but smile in spite of herself. “Oh… Thank you, Mistress!”

Luna nodded her head. “But that was just one stallion. The night is still very young. We’ll see what you’re truly capable of.”

Fluttershy sat back on Twilight’s throne, crossing her legs. Luna was right. It wouldn’t be long. Somepony else would come through the door. And she’d have to prove herself. All night.

Breathe in… Breathe out…

Do Your Duty

Deep breaths…

Fluttershy took slow, deep breaths as she sat on the throne with Princess Twilight, leaning her head back and puffing out her chest. The princess was idly rubbing one of Fluttershy’s large breasts, fanned out across the large red velvet chair that she called her throne. Fluttershy wasn’t paying attention to the mare that her mistress was speaking to. She was only grateful for the chance to catch her breath. After two hours of offering blowjobs to everyone who walked into the throne room, Fluttershy was grateful that somepony had finally declined the offer. Not because she hated it -- Fluttershy’s mind was still racing over how hot it all was, presenting herself as Princess Twilight’s toy. It was because her muscles were sore, and the few minutes of rest it afforded her was something she greatly appreciated.

As the minutes rolled on, Fluttershy heard the doors open. She looked down to see Starlight walking towards Princess Luna, and slowly got to her feet. Fluttershy moved to intercept Starlight before she could reach Princess Luna, but was a bit too slow. Starlight fell to her knees, once again kissing the silver anklets of Luna before standing with a smile.

“Um, excuse me… Headmare Starlight?” said Fluttershy. Her inherent shyness and bashfulness seemed to be a hit among Fluttershy’s partners. So she tried to act natural. But that meant Fluttershy didn’t quite know what to do with her hands, one fiddling with her mane and the other behind her back. Her eyes didn’t even meet Starlight’s.

Starlight turned her head. “Ah, I remember you. The new girl. Fluttershy, was it?”

“Y-Yes. I was just wondering if I could… Perhaps, eat your pussy?” Fluttershy’s cheeks turned pink.

A smile crept across Starlight’s face. “I’d forgotten about that little command from Princess Twilight. How many people have you done that for, just tonight?”

Fluttershy briefly tried counting with her fingers, but quickly kept stumbling over her numbers. “A lot.”

“A lot, huh? Well, I suppose one more couldn’t hurt… Fine then. But I serve the lovely Princess Luna, Fluttershy. Your tongue had better be one of the best in Equestria to get me off.” Hands on her own hips, Starlight stood up straight, legs apart. Fluttershy slowly began to crouch.

“Hold, you two!” said Luna, holding out her hand and grabbing Starlight’s ass. The headmare gasped, leaning her butt back against Luna’s strong hand. “You may have your orders, fair Fluttershy, but Starlight is still my mare. And I have another task for her.”

Starlight looked over her shoulder, Fluttershy’s face close to her wet folds. “Nnngh… I am yours, Your Grace…”

Luna sat up, her back against the tallest part of her velvet throne, the royal blue cock on display before the two servants. “You will work those breasts of yours on me in paizuri. Fluttershy can eat you out while you do.”

Fluttershy blushed once again, watching Starlight obediently take her place on front of Luna’s throne on her knees. She slid her large breasts up against the royal scepter of Princess Luna, letting her chest just rest against the massive black shaft while she worked at the tip. Fluttershy’s awestruck stare was broken when she caught a glimpse of Princess Twilight. She had her orders, just like Starlight. She had to have that pussy in her mouth.

Even as the blushing, embarrassment, and arousal began to overtake Fluttershy, she started to crawl on her hands and knees towards Starlight. Luna’s throne sat on four legs that lifted the seat slightly off the ground, giving Fluttershy just enough space to slide beneath it. She inched her way out from underneath, closer and closer to Starlight’s pussy. Fluttershy stopped for a moment when she saw Starlight’s hips rock upwards, the headmare slowly rubbing her immense tits against the powerful shaft. From beneath the throne, Fluttershy could hear Starlight moaning for Luna, along with the wet smack of her lips from kissing the tip of that fat cock.

Now Fluttershy understood what Luna wanted. This was about teaching Fluttershy her place, she thought. As Fluttershy leaned her face forward, it was still Starlight getting most of the attention. A soft kiss to Starlight’s crotch made the headmare shove herself forward against her mistress, the soft indigo tits just barely managing to push apart around the hyper alicorn cock.

Luna purred with satisfaction. “You of all people should know what it takes to pleasure the likes of me, Starlight.” Luna’s horn began to glow, and Fluttershy could hear some distinct muffled moans from Starlight above. Fluttershy couldn’t see quite what happened until she slid her face from under the throne towards Starlight’s crotch, gasping as she looked up.

Starlight’s breasts were impressive before, but now they dwarfed even Fluttershy’s own. Luna’s magic had made Starlight’s tits big enough to completely wrap around the immense shaft of Luna, bouncing with every movement as Starlight’s tongue licked across the tip. Fluttershy watched them jiggle and bounce before turning her attention to Starlight’s shaved crotch. She knew that she had her work cut out for her, but she had to please that pussy at any cost.

Breathe in, breathe out…

Fluttershy turned to lay on her back, her face rubbing up against Starlight’s legs. The headmare spread her legs across the carpet, leaving just enough room for Fluttershy to slip her face beneath Starlight. Fluttershy’s soft yellow hands curled around the lovely thighs of Starlight, working her tongue across her folds from below. Starlight moaned into Luna’s cock, rocking herself up and down with her impressive stamina. When she was up, Starlight’s gigantic breasts here rubbing their softness around every inch of the alicorn hyper cock with ease. When she was down, her ass rubbed against Fluttershy’s pretty face, shifting her weight onto the servant beneath her and giving Fluttershy a taste of her wet folds.

From below, Fluttershy clutched Starlight’s thighs tight. The weight of Starlight’s huge ass resting against her face made it easy to lick across the wet folds, with Fluttershy trying to work her tongue fast over Starlight’s pussy. But, every time Fluttershy would start gaining some speed, Starlight would shift herself back up against Luna’s cock.

There was going to be no completing her work like this. As hot as Fluttershy felt her cheeks flushing, as much as she felt humiliated in the way she craved by being used as Starlight’s personal seat… She couldn’t reach Starlight’s pussy the way she wanted. It was time for a new approach. When Starlight shifted her weight back down once more, Fluttershy made an effort to work her tongue deeper, not faster. Fluttershy’s grip on the smooth thighs came loose, letting her hands just explore across Starlight’s legs while her tongue did the same inside of the wet unicorn pussy.

After a few moments, Fluttershy felt Starlight shift even more of her weight down. Her ass smothered Fluttershy’s face in its softness. Yet Fluttershy didn’t speed up, focusing all of her effort just on licking across the lips of Starlight’s pussy. Her tongue started high, sliding back down Starlight’s crotch and into Fluttershy’s mouth with every lick.

“Mmm. You’re still our favorite for a reason, Starlight Glimmer…” Luna’s hands brushed through Starlight’s mane, down her pretty face, and to the massive pair of breasts that were hugging around the alicorn shaft. The princess leaned back in her throne, her moaning echoing through the throne room.

“Unh… Anything for Your Grace! I’m - ooh, Fluttershy, that tongue is magic…” It had been too long since somepony had properly eaten her out. Fluttershy’s delightful licking was helping Starlight rub her tits around the massive dick of Luna. Every time Fluttershy’s tongue hit just the right spot, Starlight clutched her breasts around the shaft. And every time Starlight clutched, Luna moaned just that little bit more.

Fluttershy’s muscles ached. Hours of working cocks and clits, and she was beginning to wear herself out. She leaned up to lick at Starlight’s clit, only managing to get in a few of those slow methodical licks before she had to go right back down onto the floor, panting and whimpering beneath Starlight’s ass.

Up above, as Starlight worked her tongue and her tits across the shaft, Luna rewarded Starlight with a burst of her cum. The thick creamy alicorn seed filled Starlight’s cheeks full in a single shot, causing some of the delicious cum to dribble down to Starlight’s cleavage. However, one load was all she got. As she swallowed, Starlight looked up with pleading eyes at her mistress.

Luna was moaning, but the heft of her balls was still heavy. “Nngh… You want the rest of this load, Starlight Glimmer? Then you had better hope Fluttershy can get you off. Because you don’t get a drop until you cum.”

“Y-Your Grace!” With a soft gasp, Starlight pushed her fat ass down against Fluttershy’s face. The slow swirl of her tongue made Starlight pant, pawing at Luna’s shaft. But the hyper princess was far too well-trained with her powers to lose to the desperate mewlings of a horny kitten. The sweet taste of her honey was almost on Fluttershy’s lips. She just needed the last little push.

Starlight grasped the edge of the throne, managing to reach under it with one free hand to find Fluttershy’s folds. Fluttershy gasped against the weight of Starlight’s butt as she felt Starlight insert two of her fingers. Starlight pushing her weight down made it easy for Fluttershy to reach her pussy, but her rubbing of her own wet folds was making it hard to concentrate.

The desperation in Starlight to cum was still working in Fluttershy’s favor. Even if she was exhausted and stuck beneath a fat lavender ass, the slow licking was working its wonders. THe headmare rocked her folds down against Fluttershy’s mouth. She was whimpering. They were both close.

Finally, Fluttershy gave herself one final push. She leaned up, her shoulders burning under the weight, jamming her tongue up towards Starlight’s clit. Starlight gasped, momentarily losing control of herself, clamping her beautiful thighs together as much as she could. In that moment, Fluttershy knew she’d won. Starlight almost fell forward, managing to brace herself against the throne as she screamed in delight. Honey leaked from her folds onto Fluttershy’s lips, and Starlight’s heavy tits bounced as she came.

With Starlight’s cum dripping down, Fluttershy collapsed onto the floor in a heap. Even with Starlight doing most of the work, Fluttershy felt like she’d just flown a hundred miles. Starlight’s legs were burning from working her hips. Yet even so, she leaned up once again to keep her fat tits near Luna’s meat.

“Unh… As you commanded, Your Grace…” said Starlight, kissing at the tip of Luna’s cock.

Fluttershy pulled herself free, crawling her way back to Princess Twilight as Starlight received her rewards from Luna. Small loads of cum pumped in a steady stream into Starlight’s mouth, the moon-shaped gem of her pendant glowing, letting her take the seemingly endless flow of cum from the hyper princess into her smooth belly.

Twilight helped Fluttershy sit back on the throne, letting her servant lean her tired body against her. Twilight held an arm around Fluttershy’s belly in a gentle hug. “Well done, Fluttershy. You’re performing even better than I hoped! I can see why Rarity picked you.”

Fluttershy gently smiled. “Thank you… Your Highness.”

Twilight’s hand idly rubbed across Fluttershy’s side. “You look so worn out. Why, you’re a sticky sweaty mess after you ate that pussy. Maybe you should just skip the next one?”

Fluttershy looked between the door and Twilight. The slurping sounds of Starlight drew Fluttershy’s attention. She watched Starlight for a few moments. Her tongue and her lips were dancing across the tip of Luna’s gushing cock, keeping her tip immaculately clean. Luna was spurting in small bursts, but it was clear that she had far more to cum that Starlight could ever drink without that magic pendant. Luna’s heavy balls throbbed as they kept gushing by the power of Luna’s will. Luna’s hand was slowly brushing through Starlight’s mane, rubbing behind her ears and around her horn.

And so, Fluttershy turned to Twilight, and slowly shook her head. “No, Mistress. No, I can… I can take it. I said I would obey you. I’ll obey you. I’ll suck every cock, eat every pussy… until you tell me I’m free.”

Twilight couldn’t hide her smile. Her hand stopped moving just over Fluttershy’s cutie mark.

“Very good, Fluttershy. Very good.”

Rarity glanced up at the clock on the wall. It was almost three in the morning. Fluttershy had been in with the princesses since at least eleven now. She let out a frustrated sigh, walking across the hallways with her head looking down at the floor. Her eyes glanced across the magic pendant resting on her large white breasts, which only made her sigh again.

It was fortunate that Rarity was on a break, since that gave her time to gather her thoughts. Specifically, her thoughts about Fluttershy. Rarity was never one to disobey her mistress. What example would that set for all of the other servants if she ever did that? But at the same time, she couldn’t stop worrying about her friend in the throne room, being put through an intense first night. Rarity could always just go in and check, but would that mean she thought her mistress would break the poor pony?

Princess Twilight would never do that, thought Rarity. Would she? No, of course she wouldn’t. Mistress is a pony of infinite compassion, as well as infinite lust. She would never hurt Fluttershy…

“Miss Rarity? Hello, Earth to Miss Rarity?”

She turned her head to see Apple Cinnamon behind her. The stallion came to eye level with Rarity, but his body language just made him look smaller before his headmare.

“Oh, sweetie… I didn’t see you there. It’s been… Well, I have a lot on my mind right now.”

“You? Not entirely focused on your job?” said Apple Cinnamon, talking a quick walk around Rarity. “This is a first! I should alert the guards that our beloved headmare has fallen ill!”

Rarity didn’t even crack a smile. Apple Cinnamon stopped when he saw it. “Miss Rarity, come on. This is really not like you. Do you maybe need to get something off your chest?”

With another sigh, Rarity walked forward, her breasts resting against Apple Cinnamon’s chest. “It’s about the new girl, sweetie. Fluttershy. Have you met her?”

Apple Cinnamon got a cheshire cat’s grin on his face. “I most certainly have.”

Rarity nodded. “I’m not surprised. You always love to introduce yourself. But well, Fluttershy has to prove herself to Mistress Twilight. And I don’t know if she’ll be able to handle it.”

Apple Cinnamon reached up to Rarity’s cheek, brushing his hand across Rarity’s beautiful face. She leaned against his fingertips, one of her arms around the small of his back. “Miss Rarity, if you’re that worried, go in there and look. I can vouch for how good she is! Might even have some fun while you do it.”

Rarity opened her mouth to speak, but was cut off by a kiss from Apple Cinnamon. Rarity went with it, leaning against him more and kissing him back.

Perhaps he’s right. I could just go in and look.There have been plenty of other girls who joined this way that made it through that weren’t as strong as Fluttershy is.

But then there was the thought of Fluttershy needing to eat out Rarity. Why, of all things, did that give Rarity so much pause? She’d been eaten out hundreds of times.

Is it… because it’s Fluttershy…?

Apple Cinnamon broke the kiss, his cock already growing. “You need to relax, Miss Rarity. Maybe we can go into a side room, and I can help you take your mind off of things?”

Rarity closed her eyes, taking in his sweet scent before she nodded. That might actually help. “Yes, sweetie. I’d like that very much right now.”

A short stroll down the hall lead to one of the few private rooms that were open. The room was kept clean, but rather ordinary. The lone bed was flanked by twin nightstands with lamps, and the paintings on the wall had been purchased from vendors in Canterlot’s markets. But, interior decoration wasn’t why anypony came into this room in the first place.

Rarity closed and locked the door with her unicorn magic, while Apple Cinnamon’s pendant began to glow. His thick red cock and balls began steadily increasing in size, gentle pulses of growth causing him to gradually gain a few inches. “It’s been so long since I’ve had the pleasure of your company, Miss Rarity. I’d love to help you relax more often.”

Apple Cinnamon’s cock growth didn’t even phase Rarity, who took to giving him a teasing rub with her hands. “You’re one of the best stallions under my employ, sweetie. You’re out in the field because we’re both busy ponies. But, seeing as how I am currently on my own time…” She flipped back the graceful curls of her hair. “We’re going to do this my way.”

Rarity’s pendant began to glow, much like Apple Cinnamon’s was. Her entire body began to grow, gradually stretching her already gorgeous body closer to the room’s high ceiling. The headmare’s hands kept rubbing across the servant stallion’s growing cock, making his cinnamon scent fill the room from his increasing musk.

“Unh, oh Miss Rarity…” Apple Cinnamon’s cock throbbed against Rarity’s hand, the sheer weight of his dick and balls making him fall to his knees. His heavy nuts rested on the floor as his cock had grown bigger than his own body thanks to his pendant’s magic. Rarity stopped her own growth when she was several times bigger than Apple Cinnamon, leaning down to give his sweet tip a soft lick.

Apple Cinnamon’s balls instantly began to rumble from Rarity’s lick, leaning against his own mighty cock as Rarity rubbed him. She went down to her knees, kissing and rubbing over his large dick, rubbing her marshmallow tits against the shaft. All the while, she tried to focus just on the taste of his sweet cock, on the feel of it against her breasts, on the gentle moans coming from beneath her.

Focus on him. Forget about everything else…

The stallion’s cock rumbled as he began to cum gently against Rarity’s face, his sweet creamy seed spurting against Rarity’s face and across her chest. Rarity hardly even slowed down, keeping up her gentle licks and rubs. Apple Cinnamon’s pendant glowed again, making himself grow bigger still. As she felt it slide across her chest, Rarity moved up along with the tip, never letting the tip escape from her soft lips.

“Unh! Sweet Luna, Miss Rarity, I remember why you’re the best…” said Apple Cinnamon, the cum flow increasing as the pendant’s magic made him bigger. The cum flowed from Rarity to a small drain in the center of the room if she couldn’t lick it up in time. But she didn’t seem to mind. Apple Cinnamon’s pendant blinked a few times before his cock twitched, reaching its maximum size. As big as he was, he still paled in size to his princess, though the blinking from his pendant showed he was trying to obtain this lofty goal.

Rarity pulled herself back from the gushing cock, giving it a soft caress with her hand from the tip all the way down to his swollen balls. “It’s been a while since I’ve seen how big you could become. Still looking to be that hyper prince you always wanted to be, sweetie?”

Apple Cinnamon looked up. Lucky for him that Rarity was so huge, or else he’d never have seen her face past his own massive shaft. “Nngh… You know it, Miss Rarity! Prince Apple Cinnamon, First of His Name, Crown Prince of Cock!”

That made Rarity softly chuckle, though the grin on her face belied her true intentions. “The ‘Crown Prince of Cock?’ With a dick like that, darling? Oh, I’m afraid that just won’t do… You’re way too small for that lofty title…”

She smiled more. “So let me help you with that.”

Rarity’s horn glowed along with her pendant this time, her hand suddenly shoved against his cock. Apple Cinnamon gasped as even more magic flowed into him, his cock starting to grow once again. Bigger and bigger he grew, the hyper cock and giant balls swelling to fill up the room in all directions. He began to cum again, unable to help himself now. The smallest of stimulations to his cock felt almost as good as that lovely blowjob he’d received earlier that evening.

“UNH! Miss Rarity!” His balls were so heavy that the furniture was being pushed out of the way to make room for them, and his cock was approaching the ceiling. His cock was gushing in massive streams of his sweet cum, staining Rarity’s coat and the rest of the room with his stallion seed. His pendant blinked again, unable to fight against the much more powerful magic of Rarity as she made him grow into rapture.

By the time Rarity removed her hand, Apple Cinnamon’s tip was touching against the ceiling, his fat balls swollen into taking up nearly all of the room, gushing in a steady stream. With how productive Apple Cinnamon’s balls were at this size, it would be a while before he ran out of cum. That is, if he ever ran out.

Rarity was unfazed at being showered in seed, merely taking a lick of Apple Cinnamon’s sweet flavor from one of her fingers. “Mmm. Delightful. Reminds me of the treats that Pinkie Pie once baked for me.”

Apple Cinnamon didn’t respond. He was too enthralled by the sheer weight of his dick to think straight. The feeling of gushing constantly wasn’t one he got to experience often. What few coherent thoughts he was able to get were about how he would praise Princess Twilight every night for the rest of his life for giving him this blessing.

Rarity’s soft white hands rubbed from the swollen tip on the ceiling to the fat balls on the floor, making Apple Cinnamon gush harder still against the ceiling. He gasped and moaned, trying in vain to hump his cock up against Rarity’s rubbing. Even with his earth pony strength, he was having a rough go of it. The floor rumbled slightly as the meaty hyper cock throbbed for more.

“Certainly impressive, sweetie…” Rarity said, her large pretty face leaning down closer to him. “But is it a cock worthy of a prince? Somepony as handsome as you is certainly no pretender to the throne, is he?”

“N-No… Miss… Rarity…”

“Of course not. A prince needs his subjects to know how impressive he is. Strong, valiant… and powerful.” Even with the room’s drain, Apple Cinnamon was cumming so much than a thin layer of his jizz was coating the floor. Rarity puffed out her impressive chest, lowering herself closer and closer to his face, her voice barely above a whisper even for how big she was. “So show me, sweetie. Show me the hyper prince that you are… Show me the power of this mighty cock!”

Apple Cinnamon thought his lust was high before, but Rarity always knew the right thing to say to get him even more horny. With another grunt, Apple Cinnamon’s eyes shut tight, gritting his teeth as the floor began to rumble again. He could just picture it in his mind. There he was. A buff red alicorn, sitting on his throne surrounded by a harem of beautiful mares and gorgeous stallions. All of them hungry for him and his enormous cock. And at the front of the pack, the ever-lovely Miss Rarity as his headmare.

It made Apple Cinnamon start humping his cock upwards. Even as he was spurting, the massive meat shoved against the tile ceiling, his strength making it crack. He was gushing with such intensity that the carpet in the room upstairs was getting warm and wet, his sweet apple scent seeping into that room. None of that mattered to him. He cared only about whatever was giving him this pleasure.

“Yes! That’s it, my prince! Show them all how strong you are!” Rarity leaned up, rubbing her huge breasts against the giant gushing cock, getting coated in thick stallion cum all the while. Years of practice with Princess Twilight’s cock had given Rarity everything she needed to please a cock this big with ease. Her softness rubbed the immense shaft, her arms hugging the towering cock closer to her body, her lips and her tongue working just beneath the tip of Apple Cinnamon. Her moaning was overshadowed by the rumbling and the gushing, but her instincts took over.

Rarity’s licking and sucking of the massive meat made all of her worries wash away. This always happened with Princess Twilight. And now her hyper prince was making Rarity’s heart skip a few beats in much the same way.

She couldn’t wait. She wanted more. Needed more.

Her pendant glowed.

Whether it be Rarity’s skill, his own pendant’s dwindling power, or divine intervention, Apple Cinnamon didn’t know. But he felt it. Through the pistoning of his towering dick, he felt it.

He felt his cock grow some more.

Apple Cinnamon screamed in abject delight as his cock fought against the ceiling. Rarity’s pendant didn’t let him rest for a moment. The ceiling stretched and buckled. But it was helpless to resist the hyper prince and the headmare’s magic. In the room above, huge spurts of cum erupted from the floor like a fountain. Bellflower Blurb watched with a massive blush as her bookshelves were shoved from below by an enormous cock, splashed by sweet cum as it burst into the room.

Finally, it was too much. The ceiling cracked and broke around Apple Cinnamon’s tip, smashing through the tile with a loud crunch. From below, Apple Cinnamon screamed with delight, his enormous balls finally getting their chance to empty, unopposed. Rarity kept kissing and sucking on his cock while hugging it against her chest, feeling Apple Cinnamon flood both rooms with one last shot of his cum. The flood left nothing untouched. Even the fair Bellflower Blurb was being covered in cum, the cute librarian gasping and gripping across her clothes as the musk of Apple Cinnamon overtook her.

It felt like hours before Apple Cinnamon had finally emptied his hefty nuts. It had only been a few minutes, but it hardly mattered. Completely exhausted, the stallion collapsed onto the floor, panting and gasping for air in a sea of his own seed. He had never cum that hard before. And he’d even broken through the ceiling. It was perfect. It was beyond perfect.

Rarity took a brief glance through the hole in the ceiling left by Apple Cinnamon’s hyper cock. “Sorry about the mess up there, darling!” she called out.

Bellflower Blurb was still lost in the delightful sensations that rocked through her. “Unh… You hypers, always so horny… c-can’t a girl get some work done? Ooh, sweet Luna, that’s good…”

Rarity licked her lips. “Not to worry. I’ll take care of this…”

Her horn glowed as the magic was absorbed back into the servants’ pendants, causing Apple Cinnamon’s cock to slowly start shrinking back to its normal size. A burst of magic shot through the hole in the ceiling, a simple “revert” spell that set the small library above back to the way it was. But down below, Rarity wasn’t in much of a hurry to clean up the mess that she and the apple stallion had left.

Leaning down closer, the still huge Rarity softly planted one last kiss on Apple Cinnamon’s cock and balls before it shrunk down completely. “Now that, darling, was a performance worthy of a hyper prince.”

Apple Cinnamon slowly opened his eyes, smiling up to Rarity. He just managed to catch his breath, his excess cum slowly draining into the center of the room. “Mmm, Miss Rarity… when I become prince, you’ll be the first in line to be blessed by my royal cock!”

Rarity smiled. “You’re too kind, sweetie. But I should be thanking you. For you helped me clear my head. I know what I have to do now. Take a few minutes to recover, then wash yourself off. I have business with our beautiful mistress…”

Absorbing the last of her pendant’s magic back where it belonged, Rarity blew Apple Cinnamon a kiss. Her horn glowed, casting one last spell on herself to become immaculately clean of cum. She strolled into the hallway, casually closing the door behind her. While the spell had cleaned off Rarity, she still smelled much like the sugary sweetness that Apple Cinnamon was known for.

What a stallion, thought Rarity as she walked towards the throne room, a natural sway to her wide hips. Her soft butt jiggled and bounced with each delicate step, as did her beautiful breasts. Perhaps he truly has what it takes to become an alicorn prince. He takes to being a hyper like a duck takes to water.

Rarity stopped in front of the throne room doors. “And speaking of which…”

Fluttershy had gotten her breath back. With a little time to rest, Fluttershy’s aches had melted away from a massage by her mistress, letting her relax.

“Well Fluttershy,” said Princess Twilight, “You’ve certainly proven yourself capable of serving me here tonight. So I’ll let you have one last showing. Whoever walks through the door next will be the last person you have to service tonight. Alright?”

“Yes Mistress. Thank you Mistress,” said Fluttershy, rolling her shoulders. This shouldn’t be hard. She’d done so well so far. One more person would be easy.

The throne room’s doors opened. Fluttershy turned to look.

In an instant, Fluttershy felt all the air rush right out of her body.

“R… Rarity!”

Help Your Headmare

Breathe… Breathe!

Fluttershy stood up straight. Her wings had fanned out. Her face was bright red. She was having trouble getting air.

Rarity slowly approached the throne, her eyes not leaving Fluttershy. She knew what her friend had been asked to do. But she had to play it off for now. Princess Twilight wouldn’t be fooled for an instant. Rarity knew that for sure. She walked past a still paralyzed Fluttershy, kneeling in front of the throne.

“Mistress,” said Rarity, “Apologies for the delay. I was just using my break time to entertain myself with Apple Cinnamon in the room beneath the library. It was the first damage to a ceiling in this castle not caused by your cock in quite a while!” she added with a little smirk.

Twilight giggled. Everypony in the room could see how nervous Fluttershy was, but they all pretended to ignore it. “He’s getting that big now? I’ll have to remember that! I do need a few more good stallions to round out my servants.”

“Perhaps you can know what it’s like to feel a cock of that size, Twilight Sparkle. The rest of us most certainly do.” Luna’s hand rubbed across the small of Starlight’s back.

Starlight sat up more, sighing as she rolled her shoulders. “I can still recall the feel of your mighty dick many moons later, Princess Twilight.”

All eyes in the throne room fell on Fluttershy. She knew they were watching her, but what could she do? Could she really do this with Rarity? Her best friend? Not that she hadn’t thought about it, but…

Rarity stood up straight, turning to face Fluttershy’s back. A tense moment passed. Neither of them moved.

“Fluttershy?” said Twilight. “Don’t you have something to ask Rarity?”

Every fiber in Fluttershy’s body told her to stay still. Her mind was racing faster than she knew it could move. Her hands curled into fists, steeling herself.

Fly away! Fly like Rainbow Dash and rocket away! Grow a horn and teleport away! Don’t turn around! Do you know what will happen if you do?! Stay still! Don’t look at her!

Fighting every instinct, every nerve, every screaming sensation in her body, Fluttershy began to turn around to face Rarity. Her face was still flushed a bright red. She was panting as hard as when she’d been beneath Starlight. She could hear her own heartbeat pounding in her ears. There was a lump of ice in her throat.

“R… Rarity…” Fluttershy looked into Rarity’s bright beautiful eyes.

“Yes, Fluttershy?” Rarity would have reached out to hold Fluttershy’s hand, if she knew that would only make things worse for her.

“Rarity… I…!” Fluttershy bit her lip. Even for her, this embarrassment was intense. Every moment, Rarity just looked more beautiful. “Rarity! May I please...”

Breathe! Breathe!

She sharply inhaled. “May I please eat your pussy?!”

Fluttershy closed her eyes, feeling her own folds dripping wet with how embarrassed she was just to ask the question. But accidentally shouting it made it that much more so. She wasn’t sure what Rarity would say. Yes or no. She didn’t know which option was worse.

Rarity stood still for a moment before reaching her hand out to Fluttershy's face, brushing it across her cheek. “Fluttershy? Darling, look at me.”

Fluttershy slowly opened her eyes. Rarity smiled to her. “I would be honored if you did.”

Starlight leaned forward, away from the hand of Her Grace, enthralled by what she was seeing. Rarity took a step backwards, taking her place on the throne next to Twilight, spreading her legs apart on the seat. Fluttershy tentatively took a step forward, starting to kneel before she was stopped by a hand on her shoulder from Rarity.

Fluttershy looked up. Rarity gave her a gentle nod. Her hand slid away from Fluttershy’s shoulder. With a gulp, Fluttershy began to go down between Rarity’s thighs.

Be gentle. Take it slow. You can do this.

As she knelt on the carpeted floor, Fluttershy’s hands curled around Rarity’s legs. She brought her lips closer and closer to Rarity’s crotch, panting the whole time. Her tongue slid onto Rarity’s folds only once before she pulled herself back, biting her lip again.

Breathe. Just breathe.

Fluttershy went back to Rarity’s folds, taking her time. Her tongue licked softly across the slit, keeping her head still. Rarity purred with contentment, her hand running through Fluttershy’s mane, happy to just let her work her way up. Fluttershy’s hands momentarily grip onto Rarity’s thighs, but uncurled just as fast, rubbing in slow circles instead. Rarity’s thighs slowly closed in as Fluttershy’s tongue worked over the head of her clit, feeling Fluttershy’s cheeks rubbing against her inner thighs.

Rarity leaned her head back, taking in deep breaths from the feeling of Fluttershy working over her folds. As much as Rarity wanted to take this nice and slow, Fluttershy’s tongue was pure magic. Starlight could attest, seeing as she was watching from afar with a grin. Rarity’s hips began to gently rock side to side, with Fluttershy following her.

As Fluttershy began to lick over Rarity’s clit, Rarity’s moaning got louder. Fluttershy’s soft lips peppered the sweet folds of the headmare with tender kisses, narrowing her eyes. Rarity’s moaning echoed in Fluttershy’s ears, making her go faster.

Suddenly, Fluttershy saw a soft glow from up above. Rarity’s pendant was glowing with magic.Fluttershy stopped, her hands sliding down off of Rarity's long legs. She remembered seeing this with Rarity one faithful day on the beach. Someone had insulted Fluttershy, and Rarity had made them pay. The ethereal glow grew stronger, and Rarity could only knowingly smirk.

“So you remember this, darling?” said Rarity. Fluttershy's eyes went wide as Rarity began to grow. It was slower than before. Rarity's height gradually inched up, pushing Fluttershy back with the warm soft alabaster skin rubbing against her. Even so, Fluttershy barely seemed to react. She was just stunned, watching Rarity grow.

Rarity stopped when she was twice as tall as normal, leaving Fluttershy down on her rump, legs spread, staring way up from the floor at her. The blush returned to her cheeks, burning across her face. Her mouth hung open.

“Fluttershy?” said Twilight, breaking the silence. “I don't recall you being done.”

With that, Fluttershy snapped from her stupor. She stood up slowly, brushing herself off and unfurling her wings.

“No,” said Twilight. “Not like that, my dear. I want you to grow.”

Fluttershy's wings curled back up, staring between Rarity's legs at their mistress. “Grow? But I don't know how...”

Twilight smiled. “There's magic in your pendant, my dear. There's magic in every one of my pets' pendants. Use it to grow to Rarity's size.”

Rarity chimed in, thumbing around the edge of her own pendant. “It's very easy once you know it works. There's a little trick I like to use, darling. Picture yourself at the size you want to be at. Then push on your body to become that big.”

Fluttershy couldn't make heads or tails of most magic. She was a pegasus, after all. But Rarity wanted to help her. So she had to try. She closed her eyes, folding her hands over the pendant and lowering her head, almost like she was in prayer. With deep breaths, she imagined herself bigger. Rarity's size. Twice as tall.

A few tense moments, and nothing happened. Fluttershy felt all eyes of the room on her, waiting. Fluttershy's hands gripped the pendant tighter. Her mind wandered. She couldn't do this. She was a servant on her first day. Rarity was perfect. Of course Rarity knew how to do it. Of course Rarity was the greatest.

Strong, beautiful, perfect Rarity.

Fluttershy's pendant softly glowed.

As her eyes opened, Fluttershy felt her body tingle, like she was being massaged everywhere at once. She managed to grow only three inches taller before she stopped in surprise, looking down at herself.

“Very good, darling!” said Rarity from up above. “You did it! Now keep going!”

A little smile came to Fluttershy's face as she held her hands over her pendant once again. She focused on Rarity's encouragement. With deep breaths, the pendant glowed, and Fluttershy began to grow again. She opened one of her eyes as she did, watching Rarity's pretty face get closer and closer, the growth coming to a rather sudden stop when she reached the same height as Rarity. The sudden jerk of the magic caused Fluttershy to stumble, falling forward into Rarity's chest.

Rarity caught Fluttershy, helping her stand back up. “Well done, Fluttershy.”

“Well done, indeed!” came Twilight’s voice from below. “Now girls, keep it going for me!”

“Yes, Mistress!” said Rarity, hands on Fluttershy's shoulders.

“Yes, Mistress...” Fluttershy nodded her head. She knelt down in front of Rarity, at the same height as if she'd been standing on the tip of her hooves at normal size. She leaned in, giving another lick to Rarity's already damp folds. The taste was even more intense than before. Fluttershy's hands gripped onto Rarity's legs again. This time, she didn't let go.

Twilight stared up at her two servants with an audible purr. Luna watched Fluttershy's tongue work on Rarity's folds, her mind swirling with possibility. Starlight sat near her mistress, eyes focused on the way Rarity's hips moved. Little things told Starlight how much both Rarity and Fluttershy were enjoying this. The subtle jerks in Rarity's movements and the delicate licks of Fluttershy's tongue spoke volumes.

“Grow.” Twilight's voice echoed in the chamber.

Rarity's pendant glowed, enveloping both of them with its light. Fluttershy could only hold onto Rarity's gorgeous thighs while the two of them grew another few feet apiece. Fluttershy's eyes were closed. She couldn't see how big she was. But she didn't care right now.

The scent of sex rapidly filled the room as Rarity rocked her hips against Fluttershy's tongue, her hands curled around Fluttershy's soft pink hair. Being bigger meant more surface area for that tongue to lick, and more nerves for Fluttershy to set on fire. Rarity leaned forward, her huge ass on display for the onlookers just as Fluttershy managed to hit Rarity's clit. She gasped, her eyes shooting open.

“Grow!”

Rarity's pendant glowed again. It was hard to focus, though. Fluttershy and Rarity grew in small spurts of size. Fluttershy's tongue found its way into Rarity's pussy. Every little increase meant every growth spurt was its own level of bliss. Rarity had to stop and start just to try and coalesce her thoughts. Every time she thought she had a grip, Fluttershy would made a little movement with her hand or a little slide with her tongue, and Rarity was back to square one.

Fluttershy couldn't help but feel the pleasant tingles every time she grew. Her own folds were damp, both from the sensation and the exposure in front of the princesses. Her hands uncurled from Rarity's legs to work up to her large diamond-marked rump, feeling the softness bounce in her hands.

A loud thud made Fluttershy look up. Her eyes went wide as dinner plates when she saw Rarity's hands on the ceiling of the towering throne room, bracing herself against the roof. She could taste the honey flowing onto her tongue from Rarity's soaking pussy, unable to hold back all of it anymore. Rarity's horn scraped across the ceiling, her teeth grit. She finally opened one eye to look down at Fluttershy.

Their eyes met for just a moment. Rarity was panting. Sweat rolled down her face. Her once immaculate mane was matted down. A guttural moan leaked from her throat.

Fluttershy's face was bright red. They were massive. Giants. That one instant of looking into Rarity's eyes said everything Fluttershy needed to hear.

With a fierce grab to Rarity's hips, Fluttershy forced herself as deep as she could against Rarity's waist, burying her pretty face into the unicorn's crotch and licking up against her clit. Rarity's carnal lust erupted, shoving her giant hand against the ceiling with an audible crack. She shoved her crotch into Fluttershy's face, grasping Fluttershy's mane with her free hand, losing all sense of self-control.

The honey flowed from Rarity's folds down against Fluttershy's face, the sweetness sliding down her chin like water. Fluttershy drove herself back, lapping at Rarity's folds with a greedy hunger. She slowly released Rarity's ass, the yellow hands sliding down the long white legs to the floor far below.

After what felt like days of an intense orgasm, Rarity finally began to calm herself, panting and pulling the matted hair on her face aside. Fluttershy was not far behind, with Rarity's honey covering her soft lips and chin. She sat back on her legs, only to hear a rumble from the sheer weight of her huge form.

Only then did Fluttershy finally see the world around her. The ceiling inches from the tip of Rarity's horn, the two servants taking up most of the space in the room. The smell of sex was almost overpowering. Fluttershy could hear her heartbeat slowing as it thumped against her chest.

The fiery blush came back to her face. She wanted to speak, but she had nothing to say. This was what she had wanted for so long. She'd done to Rarity what she'd wanted to for what felt like ages.

Breathe... Just breathe...

Fluttershy's thoughts were interrupted by applause from down below. Twilight had her hands raised above her head, clapping for the two of them.

“Bravo, Fluttershy! Bravo! And you too, Rarity! Sweet Celestia, that was amazing!”

“Encore!” shouted Starlight. Luna couldn't hide a good-natured chuckle at that.

Twilight's horn began to glow, zapping the two servants and shrinking them back down to regular size. She looked up at the ceiling where Rarity's hands had pressed. “My word, Rarity. If you wreck another one of my ceilings, it might have to start coming out of your paycheck.”

Rarity slowly turned towards Twilight, trying to compose herself. “Apologies, Mistress... I was... in the heat of the moment.”

Fluttershy remained on her knees, hands curled, unsure of what to do next. Twilight motioned for her to stand, looking her newest servant right in the eyes.

“You passed.”

Fluttershy took a moment to catch her breath. “Passed...?”

Twilight nodded. “You did everything I asked of you. And you did it quite well! It's not many a pony who can pleasure everypony who walks into our throne room at night. You even managed to make my headmare give into her carnal lust for you with just that tongue of yours!”

It was Rarity's turn to blush.

“Even with Rarity's recommendation, I was wondering if you would be up to the task of serving me. It wasn't just your skill, but your loyalty to my orders and to the pleasure of all of your partners. So... I feel confident in adding you to my harem. Permanently. If you'll accept, of course?”

“P-Permanently? Oh, yes Mistress! Of course! Thank you!” Fluttershy's blush faded as the excitement returned. She rather ungracefully bowed, prompting another chuckle from Luna.

“Excellent!” Twilight gave another excited short burst of applause. “Then the two of you, hit the shower and wash up. I think you've both served me well enough tonight. Be back tomorrow at sundown!”

Rarity looked over to Fluttershy. The two of them both smiled and turned towards the princess.

“Yes, Mistress.”

Fluttershy wiped herself down with a fluffy white towel, wrapping it around her waist and heading to her locker. A warm shower felt good after a long night like that. The warmth flowing over her sore muscles and the clean scent of the shampoo was exactly what she'd needed.

On the other side of the locker room, Rarity had a towel around her waist, and one around her mane. Fluttershy overheard her muttering something about a spa treatment before work tomorrow, but couldn't quite make it out.

As Fluttershy pulled her underwear out of her locker, she felt the light weight of the pendant around her neck. “Umm... Rarity?”

“Yes, darling?” said Rarity, facing her locker and pulling her clothes out with magic.

“Do we just keep the pendants?”

“If you want, darling. I'm sure it'll gain its full power back by tomorrow night if you don't use it.”

Fluttershy fiddled a bit with her underwear, wringing the fabric in her hands. “And... about what happened in the throne room?”

Rarity turned, clasping her bra with unicorn magic and stepping into her panties. “Wasn't that wonderful?”

“Oh, well, yes. It was absolutely wonderful. It's just that... I...”

A lingering silence. “It's just what, Fluttershy?”

Fluttershy slowly clenched her bra.

Breathe.

The bra slid across Fluttershy's chest as she clasped it behind her back.

“... Never mind.”