Luster hungrily eyed the appendage swinging between Fluttershy's legs as they changed locations. Luster and Rarity were hanging back and letting her lead the way, mainly for the opportunity to enjoy the view as they went along. The yellow pegasus might come off a bit awkward, but Luster couldn't deny looking forward to giving that monster a ride. Rarity gave her a friendly bump to the shoulder and smiled warmly at the younger girl.

"She may not seem it, but once our dear Fluttershy gets herself going she can really be quite a force to reckon with. Best be sure you're well prepared before you let her mount up, darling," Rarity said to Luster.

"Oh, I think I'm already good to go on that front," Luster replied, feeling various juices running out her pussy and down her legs. "Still, I wouldn't say no to seeing a friendly face down there to help me prepare," she said to the white unicorn, wriggling her eye brows suggestively as she spoke.

"Oh of course, my dear," Rarity responded, "Twilight has spoken so highly of you through the years, I'm quite looking forward to seeing you writhe in pleasure for myself".

Luster blushed slightly at the thought of her teacher, the Princess of Friendship herself, speaking of her to her friends. Her feelings of pride mixed with her lust and got her juices flowing even faster. Her increased flow wasn't lost on Rarity, who had been eyeing the mare's flank hungrily throughout the conversation.

"Oh Flutters, dear? I do think here will do nicely," Rarity said as her pegasus friend had finally managed to lead them to an area of floor not soaked in some form of bodily fluid.

"Oh, okay Rarity, if you say so," Fluttershy said meekly, "so, umm, should I just mount up now on her or...?" she trailed off, blushing slightly. Luster noted that the pegasus seemed to be having some trouble keeping eye contact with her.

"Why Fluttershy, I don't think I've seen you this nervous at an orgy since Twilight's coronation party," Rarity said to her friend with some concern, "what has gotten you so on edge, my dear?"

"I'm sorry Rarity, and you too Luster," Fluttershy said, looking briefly at the two mares before quickly casting her eyes to the floor, "I guess I'm just used to Discord being here to lead the way. Him leaving me the responsibility of rutting you all in his place, plus Luster and Cheese being new additions to the party, I guess the responsibility is just too much for me is all".

"Fluttershy, that is nonsense!" Rarity exclaimed to her friend, marching herself in front of the pegasus and forcing the shy mare to look her in the eye. "You are perfectly capable of giving every mare, colt, and dragon in this room a proper rutting and you know it. You've sodomized every alicorn in the realm for Celestia's sake, and you're working yourself into a tizzy over the addition of a student and a child? That's ridiculous!"

Rarity turned to Luster behind her, "My dear, tell Fluttershy here how much you are looking forward to being bent over and taken like a proper mare by that gorgeous cock of hers".

Luster took a moment to register what Rarity had said to her, having been distracted by the sight unicorn's ass and pussy in front of her, trying to resist the urge to bury her snout into one of those delicious holes and drink up all the delicious spunk dribbling out of them. "Oh yeah, totally what she said," Luster responded at last, eyes not leaving Rarity's flank.

Rarity rolled her eyes and turned back to Fluttershy. "Now. You get your game face on, trot that cute little tush of yours over in front of miss Dawn there, and shove that marvelous cock down her throat until she chokes on it," she ordered Fluttershy as she turned to move behind Luster, "meanwhile I'm going to get this cute little ass ready to take you".

With that, Rarity moved her snout under Luster's tail and began to tongue her holes. She started with Luster's ass, forcing her tongue into the younger mares hole and wriggling it around as she licked all around her anal walls. Luster moaned deeply, surprised at how vigorously the demure fashion pony was making out with her sphincter. She was so distracted that she almost didn't notice Fluttershy walk up in front of her.

Luster smiled at the pegasus. "Ready for me to blo-"

SLAP

Luster was startled at the slight stinging sensation on her face, taking a moment to register that she had just been wing slapped.

"Quiet slut, you'll talk when spoken to," Fluttershy said as sternly as she could. "Understand, you, umm, little bitch?"

"...okay," Luster responded, not sure how to take the mare's sudden attempt at showing dominance. She supposed it would be rude to laugh, even if she swore she could feel the mare behind her stifling a chuckle even as she continued to tongue Luster's asshole. "I mean... yes ma'am?" she replied questioningly.

"That's better," Fluttershy said as she reared up on her hind legs, fluttering her wings slightly for balance. Luster hungrily eyed the delicious shaft of meat that she had been waiting to sample. "Now take my cock like the little slut you are...if that's okay with you!"

Having said that, and after a subtle nod from Luster herself, Fluttershy placed her forehooves on the younger mares head and forced Luster's mouth onto her shaft, forcefully driving her cock into Luster's throat. Fluttershy began to buck her hips, driving herself in and out of the mare's throat. Luster's eyes began to water as she struggled to breath around the massive intrusion in her mouth. She had to fight down her gag reflex as the cock drove itself farther down her esophagus than any stallion had been before. Occasionally Fluttershy would fully withdraw herself, allowing Luster a precious few gasps of air as the unicorn smeared her cock over Luster's face and mane, making a spit and precum soaked mess of the girl. Then she would drive herself back into the mare's mouth and begin the process again. Luster might have been slightly bothered by the rough treatment, if the invading member didn't taste like a delicious combination of a salt lick and a vanilla ice cream cone. Even as she struggled to breathe, she couldn't help running her tongue over and around every square inch of the cock, trying to get collect as much of that wonderful taste as possible.

Rarity was still happily at work on the cute mare's rump, now alternating between tongue fucking the girl's ass and offering long, luxurious laps up and down her slit. Luster moaned around Fluttershy's cock as Rarity wrapped her mouth around her vag and began to gently hum as Rarity's tongue explored her cavern. Unseen to Luster, Rarity caught Fluttershy's eye with a mischievous look. Fluttershy caught on quickly to what Rarity had planned, having shared many partners with the fashionista over the years of their friendship. Fluttershy drew back and rested her soaking wet cock over Luster's snout, plopping it right between the mare's eyes. Rarity also drew away from the mare's nether region. Luster experienced a moment of confusion as both mares withdrew from her simultaneously, growing even more confused as she thought she could hear Rarity's horn fire up. Suddenly Luster emitted a sound she didn't even know she could make, as both her lower holes were suddenly invaded by ephemeral appendages emitting the telltale heat of magic emission. Luster nearly lost herself in the feeling of the two large magically created cocks pumping into her ass and twat, a sensation made even better by the way the two magic dildos were vibrating as they fucked her. She barely registered as Rarity walked around to her front and stood next to Fluttershy, horn aglow with this wonderful new spell.

"You've got to teach me this," Luster managed to drawl out in between her moans.

"Oh don't worry darling, there will be plenty of time later," Rarity said as she ran a hoof through Luster's mane, then brought it up to Fluttershy's mouth to be cleaned. "Every busy unicorn should learn this particular spell, it's truly a life saver on those busy nights when you simply don't have the time to find a stallion or mare around to calm you down after a hectic day. I've tried to convince Twilight to teach it to the mares at her academy here, but she's always been worried that half her students would never bother to learn another spell".

"hmm" Luster moaned, only half listening. She was having some trouble keeping her legs working at the moment.

"And perhaps rightly so," Rarity smiled, watching Luster shudder through multiple orgasms as Fluttershy continued to lick her hoof. "Well, back to it dear," she said to her yellow friend as she gave her a light smack on the ass, "give miss Dawn's throat a nice thick coating of Discord batter so we can move on to the next event".

""Right!" Fluttershy said with determination as she once again pushed into Luster's panting mouth. This time there were no breaks or pauses, as the pegasus simply fucked Luster's throat as hard and as fast as she could before hitting her limit. Chocolate flavored cum poured into Luster's mouth and down her throat, before Fluttershy withdrew and sprayed Luster's face with the thick, white, draconiquis baby batter. Luster came hard, her legs finally giving out behind her and collapsing into a cum puddle below her. The mare was even more soaked with cum than she had been after Rainbow and Applejack had finished with her. Rarity ended her spell and began to gently lick up some of the cum covering the mare. Fluttershy moved to sit beside Luster, caressing her mane and back as she let Luster recover.

"What does it taste like this time?" Fluttershy asked Rarity, who was currently lapping cum off of Luster's brow.

"Chocolate," Rarity responded casually.

"Sometimes the basics are best, Fluttershy nodded in approval at the flavor Discord had decided to give his cum this time, "would you mind sharing some of that?"

"Certainly," Rarity moved to her friend and the two locked into kiss tinged with years of familiarity. The cum that Rarity had lapped up from Luster was passed freely between the two mares as they made out over Luster's prone body, their hooves idly exploring each other as they kissed. At last, they broke apart and Rarity addressed Luster again.

"Well darling, do you think you're up for another round?" she asked. "If you still need time I'd be more than happy to entertain our dear Flutters in the meantime, but I do know how you were so looking forward to having that cock pound that delicious little ass of yours".

Luster tried to muster the energy to stand back up again. "I guess Twilight's spell doesn't completely replenish stamina," she thought to herself. She wondered if maybe she should take a break and just enjoy as the two mares in front of her put on a show. Then she looked over at Twilight, the one pony who she admired more than any other. She watched as her mentor stood tall as the was triple teamed by Rainbow, Applejack, and Spike. She noted her eyes weren't even watering as Spike drove his twin lengths down her throat. She saw that the princess's legs didn't wobble at all despite supporting the combined weight of two mares currently drilling her royal ass and cunt for all they were worth. She even managed to maintain enough focus to use the same spell Rarity had been using on her to pleasure Pinkie Pie, fucking the mother mare's lower holes as Cheese rested peacefully against his mother's chest. What would her mentor think if she saw her pupil could barely last longer than a colt? Especially after the princess had been so kind to invite her to such an important orgy in the first place. Luster didn't even want to contemplate the fate that might await her. She could be expelled! Or worse, sent back to take *shudder* remedial classes! Luster didn't even want to think about the shame.

"No!" she shouted resolutely, surprising Fluttershy and Rarity with her outburst. Finding the strength to stand, she proudly turned to the two mares with her. "I'm alright to go another round," she stated. "Please fuck my ass as hard as you like!" she said to Fluttershy, before turning around and presenting herself to the pegasus.

Rarity smiled warmly at the mare, "That's the spirit. Spoken like a true lady," she said as she brushed along Luster's side and sat down in front of her face. "I hope you wouldn't mind giving me a little attention while Fluttershy ruts you? I promise you can scream as loud as you like into me".

Luster smiled up at the unicorn, before burying her muzzle into Rarity's snatch and attempting to give her as much pleasure as Rarity had given her.

"Oh my," Rarity exclaimed, "you really are quite good at that. Twilight should have brought you to one of these friendship orgies moons ago!"

Luster was filled with pride hearing such an experienced mare compliment her so generously. She redoubled her efforts to pleasure the mare. As she enthusiastically lapped away as the unicorn's cunt, she felt Fluttershy mount her. She braced herself for the coming penetration.

"Alright Luster, I hope you're ready," Fluttershy said, patting Luster reassuringly on the head, "sorry in advance if I hurt you".

With that, Fluttershy rammed herself into Luster's waiting ass. Luster shrieked into Rarity's pussy as she felt the cock force her ass open, thankful that Rarity had prepped her as well as she had. Fluttershy forced herself in to the hilt in a single thrust, tearing the mare's ass as the cock invaded her. Blood began to trickle down her thigh as she moaned in pleasure at the feeling of Luster's tight ass hugging her borrowed dick. The mare was, to her mind, a perfect fit. Much tighter than any of her friends were, but still loose enough to accommodate the whole length, unlike Lil'Cheese had been. Fluttershy took a moment to enjoy the feeling of the vice grip around her, before she began to move herself in and out of the abused anus.

Luster struggled to hold back tears as Fluttershy plowed her. This was easily the largest cock she had ever taken up there, and she felt every move as Fluttershy pounded her as hard as she could. As much as it stung, it also felt amazing to be so full. Luster moaned into the white cunt before her, getting drenched as Rarity came for a second time. Luster tried to distract herself from the pain by thinking about the spell Rarity had used on her earlier. It was a creative use of condensed aura to be sure, but the mechanics didn't seem too complex. As Fluttershy continued to rock herself in and out of her ass, Luster focused on the spell. Neither mare noticed when her horn began to glow. Until...

"Oh my!" Fluttershy let out as she felt something prodding at her own back entrance. She looked first to Rarity, but then noticed that Luster's horn had begun to glow. That's when she felt the magic instrument begin to pry her open, entering her ass and matching its thrusts to her own.

"Well, I see Twilight wasn't exaggerating about you being a quick study," Rarity said between moans when she noticed what was happening. "That spell took me quite a bit of practice to get the hang of, and I still can't really maintain it while taking another pony. You really are something special, my dear".

Luster beamed with pride before creating a second dildo to rut Rarity's ass with. All three mares lost themselves in the feeling of being properly fucked.

"Good girl, Luster," Fluttershy said, giving Luster an affectionate slap on her cutie mark, "momma so proud".

After a few minutes of the three going at it, Fluttershy finally hit her peak and came, overflowing Luster's ass with cum. She gave a couple more half-hearted thrusts into the dribbling anus before pulling out entirely with a wet squelch. Luster ceased fucking Fluttershy as she withdrew, allowing the pegasus to fall to her plot and recover. Fluttershy began to clean up the mess she made, slurping banana cream flavored jizz out of Luster's gaping hole.

Luster moved her mouth off of Rarity's cunt, replacing her tongue with another summoned dick. She moved up the mares body and surprised the unicorn with a deep and passionate kiss. The two mares came again like that, embracing each other as the bodies shuddered against each other. Finally, they pulled apart and all three mares cuddled up together in a puddle of their own juices.

"Wow, I haven't been fucked like that since grade school," Luster said, reclining herself in Fluttershy's embrace.

"You did wonderful dear," Rarity said, "truly a performance worthy of Twilight's number one pupil".

"Oh yes," Fluttershy agreed, nodding in affirmation, "until now Starlight Glimmer was the only non-alicorn I've ever been with who could keep a spell like that up while being rutted as hard as you were".

"And you took that rutting like a champ, if I might add" a male voice surprisingly cut in.

Luster looked up from nuzzling Fluttershy's mane to see Spike and Twilight standing over the pile of mares. Twilight smiled down at her as another wave a magic washed over the three, reinvigorating the three. "That's the next spell I've got to learn," Luster thought to herself as she rose to meet her teacher.

"Luster Dawn, I'm so proud of how you've progressed today, my faithful student," Twilight said, mouth wide with a delighted smile. "But if I'm not mistake, there's something you've been looking forward to more than anything today, and I think you've waited long enough".

"You mean...?" Luster asked excitedly.

"That's right, my little pony," Twilight said as she nuzzled her head against her students, the affectionate gesture made all the more intimate by the copious amounts of fluids exchanged between the two cum soaked mares. "Are you ready to get fucked by Spike and me, Luster?"

Luster could only respond by flinging herself into her teacher's waiting hooves. The was going to be the best fuck ever!

Author's Note

Sorry this chapter took so long, but the holidays are a busy time for me and I really didn't have the time or energy to do much writing. But I'm back, and I promise it won't take another two months for the next chapter to come out. And hey, I've written some other stories in the meantime, so feel free to check those out. Thank you all for the support, and have a happy 2020!