A New Lust Dawns

by AndwhatIseeisme

Rating: mature
Tags: Porn, Sex, Fetish, Spike, Lil' Cheese, Main 6, Luster Dawn, My Little Pony: Friendship is Magic
Length: 8876

Luster Dawn joins in the Orgy of Friendship

Luster has finished listening to Twilight's story of her coronation, and been introduced to her friends. Now Twilight's plan is to have her join in this moon's Orgy of Friendship to teach Luster the true Magic of Friendship.

This is the story of Luster Dawn's first orgy with her mentor and her friends. She'll learn what friendship can be as Twilight and friends share its magic with her.

Will contain the following: foalcon, group sex, futa, incest, light bdsm, cum swapping, and rough but consensual sex.

Published 2019-11-11 12:30:01 UTC
Last updated 2020-01-19 20:05:47 UTC

I. The Orgy of Friendship

Luster Dawn stared at Princess Twilight Sparkle and her friends, processing the story she had just been told and trying to work out where this was all leading.

“So, even though everything changed and you moved away from your friends, you didn’t grow apart?” she asked. “And this is the Orgy of Friendship? That’s what you’re all doing here?”

Twilight stood tall, surrounded by her friends and smiling down at her best student. “That’s right Luster. It’s how we’ve managed to keep the bonds of our friendship strong even though we’re so far away from each other,” she explained. "Once a moon we gather here to remind each other how much our friendship means by making love to one another until we all pass out."

“It’s really awesome!” Rainbow Dash interjected.

“Don’t interrupt the princess, sugarcube,” Applejack said while glaring at her marefriend, “unless you want me to break out the bit and harness when we get home.”

Rarity suddenly perked up at the Applejack’s mention of tacking up Rainbow Dash. “Oh darling, I just came out with an adorable new saddle that I think would really compliment that bridle you had her wearing last time we met up. I wish I had brought it along, but I simply had the worst time picking out my own ensemble.”

“Well shucks, that’s mighty nice of ya Rare, but don’t worry about it. You know how she gets when she’s around anypony besides the six of us or Starlight. Poor thing gets too embarrassed to do anything but fly away and hide if you give her more than a quick smack on the flank," smacking her hoof sharply against Dash's cutie mark as she spoke. Gotta wait to get her home and in a more private setting before I can truss her up and really let her have it.”

“Geez, don’t threaten a mare with a good time AJ,” responded Rainbow Dash, blushing awkwardly whilst rubbing her own fore-hoof against the red mark her marefriend had left. “Besides, I think you and Rarity are holding up the proceedings more than anything I said. So let’s all shut up and let Twilight finish yapping so we can all get down to fucking.”

“Gee, thanks Dash,” Twilight said, rolling her eyes at her friend “Anyway, as I was saying Luster, this orgy is our way of keeping in touch and celebrating the magic of our friendship.”

“Okay, I guess I understand. But why am I here? Isn’t this your thing together? Aren’t I intruding?” asked Luster Dawn.

“Oh no, of course not!” Fluttershy reassured. “Having sex with each other is nice, but we also enjoy sharing our friendship with others.”

“Yeah!” Shouted Pinkie, suddenly popping up behind Luster’s shoulder despite her swearing that the pink pony had been across the room just a second ago. ”That’s why I brought Li’l Cheese along with me. This is his first time here to! Oh, you two get to pop each other’s orgy cherries together! Isn’t that great? I don’t really like pop myself, but if I have to drink it then the cherry flavor isn’t bad. This one time Mrs. Cake asked me...”

“Pinkie!” Five other ponies and a dragon interrupted the pink chatterbox before the whole orgy got derailed by one of their friend’s rambling stories.

“Oops, sorry.”

“Normally Discord would be here too, but he couldn’t make it today. Or at least not all of him...” Fluttershy blushed. Luster assumed she was referring to the rather substantial cock and balls that she had noticed the yellow pegasus sporting when they had first met.

“Ehh, you brought along the best part of him anyway,” Rainbow Dash drooled as she was hungrily eyeing up her friend and the equipment she was sporting.

“He asked me to, uh, “give all your plots a good pounding” for him.”

“Well I am quite looking forward to letting you mount me and feeling that wonderful draconequis cock in me, darling,” the marshmallow pony said to her friend, “but I do hope he plans on removing it after we’re done. Otherwise I’ll have to adjust the hemlines on all of those outfits I made you, and that ball sack is simply not going to let your gowns fall as nicely along that nice, pert butt of yours.”

“Oh yes, he’ll be needing it back once I’m done with it, but we figured that he’s certainly not going to need it at an Ogres and Oubliettes convention. Besides, while trying different things is nice, I think I still prefer having it inside of me instead of outside.” Fluttershy stated.

“Luster,” Twilight tried to get everyone’s attention back on task, “I know that you’ve been having trouble forming bonds with other ponies. I wanted you here so that we can all show you the benefits that come with making friends and I hope that by the time we’re done you find the encouragement to go out and make some new friends of your own.”

“Plus she’s been talking about how much she’s wanted to get a taste of your twat for ages now,” said Spike, deftly dodging the angry glare that his adoptive sister shot him as her friends all snickered around her. Luster blushed slightly at the thought of her teacher fantasizing about her.

“Ha! Wanting to fuck your best student, Twi? I guess you’re taking after Celestia in more than just the looks department, huh?” Rainbow Dash laughed at her friend.

Twilight, deciding to push past and ignore her assistant’s interruption and her friend’s allusions to her relationship with her former teacher, continued “My dear pupil, I won’t ask you to do anything you aren’t comfortable with, but I do hope you’ll join us today and let us show you what friendship can be. Will you join us in this moon’s Orgy of Friendship?”

Luster Dawn thought for a moment, her gaze shifting across everypony else in the room. She looked at the orange mare in the hat and the blue pegasus hovering above her, hooves lightly grazing the earth ponies back. She looked at the white unicorn in the gorgeous fur coat, wondering what was hiding beneath. At the diminutive yellow mare sporting an uncharacteristically and decidedly unmare-like penis and sack. At the pink party pony and her yellow furred son, who’s cock his mother was lightly stroking as she waited for Luster’s decision. And lastly Luster looked up at her teacher, the Princess of Friendship herself, Twilight Sparkle and the dragon who was always by her side. Luster wondered a moment what being with a dragon was going to be like, before she realized that her mind was made up already. She looked her teacher in the eye, girded her own nerves, and opened her mouth.

“Okay, I’ll d-”

Suddenly a pink and yellow blur tackled her to the ground and she found herself being straddled by a pink mare with a yellow colt in her hair. Pinkie Pie looked down at the prone Luster, smiling happily and dripping her juices onto the younger girls stomach.

“Alright! Let’s get this party started!”

Author's Note

I know this chapter doesn't have much in the way of sex or orgies, they're coming, I promise. Next chapter will be when the real action kicks off. Hope you enjoy.

II. Mother and Son

Luster looked up at Pinkie, who was currently sitting on her stomach and dripping a rather copius amount of mare juice onto her. Higher up, Pinkie's son Cheese sat atop his mother's head, stallionhood draped between her eyes. Their eyes locked and he smiled down at her. "You're pretty" the colt said.

"Thanks?" responded Luster.

"Do you want to suck my willy?" Lil' Cheese asked.

Luster stifled a laugh as Pinkie sighed and set her son down on the floor next to Luster. Pinkie looked sternly at the colt for a moment, before breaking out into a smile and laughing at her son's question, Luster breaking immediately afterward.

"Cheese, what do your father and I always tell you when you ask these silly questions?" asked Pinkie. Luster tried to split her attention between what Pinkie was saying and the young colt's penis standing half erect next to her head. She really did want to suck that thing, but figured she'd let Pinkie finish her lecture first.

"To just present my cock and let the mare decide whether she wants it or not?" He asked, having heard this plenty before but never really paying attention to his parents enough to let it sink in.

"Righty-ho my special little guy, so take that awesome little dick of yours and let her get her lips around that fuck-stick of yours. This is supposed to be a party, soooo leeeeet's party!" Pinkie exclaimed, before disappearing from Luster's view and down between her legs.

Suddenly Luster's world shifted to one of pleasure, as she felt the pink pony's tongue lapping between her thighs. Luster was pretty sure that a tongue shouldn't be that long, nor able to twist around like it currently was, but she was already well beyond caring as she felt the other mare feasting on her snatch. As she squirmed and writhed on her back, gasping from the pleasure currently being provided by the wet appendage alternating between long, slow licks between her folds and short, quick flicks across her clit, she became aware of the appendage currently hovering next to her lips. She looked up to see Cheese jacking his cock over her face, having achieved full mast from the sight of his mother eating her out.

"Well, what are you waiting for, kid?" Luster asked, eyes running up and down the boys dick, "Didn't you hear your mom? Get that thing over hear and let me get to work."

Cheese happily took up the invitation, happily pressing the tip of his colthood against Luster's waiting lips. Luster opened up and took the cock fully into her wet hole, tracing her tongue around the young stallions shaft and savoring the flavor in her mouth. It certainly wasn't the largest dick she had ever swallowed, though he was certainly respectable for his age, but the taste of it was the best she had ever had, like a mix of sea salt taffy and cotton candy, with just a hint of a raspberry aftertaste. Luster felt she could suckle on this thing all day if given the opportunity, and found herself hoping his cum would taste just as good.

Lil' Cheese for his part was in a state of utter bliss as he felt Luster's tongue wrapping itself over and around his dick, the warm, damp confines of her mouth sucking him in eagerly. As he looked over at his mother lapping away at the young mares folds, he found himself torn between sticking to Luster's mouth or swapping with his mom and sampling some of her lower entrances. All around him he could hear the sounds of moans, whimpers, grunts, and screams, as the other creatures in the room had all broken apart into small groups and were all working to ensure each other's mutual pleasure. It started to dawn on him that he was going to have the opportunity to fuck all of these mares tonight, and he found himself reaching the same conclusion that everypony involved in the Orgy of Friendship quickly discovers.

"Orgies are awesome!" he exclaimed.

Rarity, who had removed her coat to reveal a gorgeous sapphire bedecked saddle with emerald breastplate and a ruby crupper, looked over from her current seat on Applejack's face and laughed "Darling, you don't even know the half of it."

"Yeah," said Spike, breaking away from a kiss with Twilight as he pounded his twin dicks into Rainbow Dash's cunt and ass,"You're only on your first hole. Trust me, it gets way better as the night goes on."

"Mmm yes. We haven't even broken out the toys yet. That's when things get, umm, intense." Fluttershy added as she briefly raised her head from between Applejack's legs, wiping the farm pony's juices from her face with a hoof and presenting it to Rainbow Dash to be cleaned off.

Luster was half listening as this exchange took place. She certainly agreed with Cheese's assessment of the current situation, but found herself more than a little distracted by what was going on between her legs. She could barely even focus on the cock in her mouth anymore as Pinkie had stepped up her game and begun to really dig into her. Being Twilight Sparkle's best student, Luster had spent a lot of time studying all sorts of subjects, including pony anatomy. And she was absolutely certain that nopony's tongue should be able to get as deep into her as Pinkie's now was. Hell, she had been with full grown stallions before whose equipment hadn't been able to plumb the depths that were currently being explored. Luster found herself moaning and shaking as she was at the absolute mercy of that wonderful tongue. Finally she felt her whole body tense up as her inner walls tightened around Pinkies tongue and she flooded the pink mares mouth with her juices. Pinkie withdrew her mouth from between Luster's thighs and loudly slurped up the excess moisture from around her mouth, that amazing tongue catching up all of Luster's essence in a single wipe around the mare's face.

Meanwhile, Cheese found himself getting closer and closer to climax as he closed his eyes and just listened to the beautiful cacophony of erotic noise around him. Luster's own moans and gasps around his cock, the product of his mother's work on the cute mare, were currently making up for the lack of focused attention he was receiving from her. When Pinkie finished up with Luster, she eyed her son seductively, before silently moving behind him. Knowing from experience what was coming, he braced himself against Luster's body. Then the same tongue that had just retired from spelunking Luster's cavern was intruding up Cheese's rear entrance. The boy shuddered as the familiar feeling of Pinkie's tongue anally assaulting him, combined with Luster's newly refocused efforts, quickly drove him over the edge. He drove himself as deeply down Luster's throat as he could before shooting his first load of the night into her. Finally all three ponies separated as the younger two took a moment to collect themselves.

"Wow, that was amazing." Luster panted, "How the heck did you get your tongue so far in there?" she asked Pinkie

"Hee hee, you even sound like Twilight during sex," Pinkie laughed, "Don't worry so much about the how's and why's, just enjoy the fun and have a good time."

"But it's physically impossible for-"

"Just go with it, Luster" Twilight sighed from across the room, where the regal ruler of Equestria was currently face down and ass up as her yellow pegasus friend made good on her promise to Discord, "Trust me, the less you try to make sense of Pinkie the better off you'll be."

"Yeah, otherwise you'll never be able to let your guard down for fear of falling pianos," Pinkie added.

"What?" asked Luster.

"Nevermind! TRADE PLACES!" Pinkie yelled, before picking up her son and dropping him between Luster's still splayed open legs. "Do you want him in the twat or booty?" she asked.

"Ummm, he's still a little on the small side, and I'm still a bit stretched out by you down there..." Luster said, "I guess you're best off taking my ass this round, little guy." she said to Cheese.

Cheese nodded and stepped up to insert himself into Luster's rear entrance. Just as Luster felt his dick breaching her cheeks and brushing up against her asshole, suddenly her vision was eclipsed by a pink moon.

"Time for mommy to have a little fun too," stated Pinkie, sitting herself on Luster's face and setting her cunt lips upon the younger girl's mouth. She then reached across her body, rested her forehooves over her son's shoulders, and drew him into a long a passionate kiss as he pushed himself farther into the heat and tightness surrounding his cock.

Luster was in absolute heaven. If this was what all that friendship stuff Twilight was always preaching about led to, she could see that she had definitely been missing out. Cheese might have been smaller than some of the dicks she had ridden before, but he still filled her ass up nicely, and he was pounding her with an enthusiasm she had never experienced before. She was pretty sure the force of his thrusts would have been driving her across the floor if she wasn't being counter-weighted by the pink pony sitting on her face. Luster was delighting in ever lap across the cleft of the pony's puffy pink pussy. It was as if she was eating out a bowl of strawberry icing, and she made sure her tongue explored every inch of that cunt that she could reach.

Cheese knew he wasn't going to last much longer. Luster's ass clenched around him, and the heat surrounding his dick felt amazing; he was pretty sure she was even tighter than Pumpkin down there. The feel of his mom's tongue exploring every inch and crevice of his mouth and even traveling briefly down his throat only added to the pleasure he was feeling. Pinkie eventually broke away from their kiss, but the thrill of the make-out session was replaced by the sight of his mother writhing and moaning atop the face of the mare he was currently sodomizing. One thing he knew about his mom from experience was that she tended to get loud when she was about to cum, and Pinkie certainly didn't disappoint now as she let out a shrill scream and splashed her juices all over Luster's face. The sight of his mother's climax was enough to drive him over the edge, and for the second time that night the colt let out a stream of jizz into Luster's body.

The three ponies once again disentangled their bodies, Lil' Cheese showing his thanks toward Luster by cleaning his mom's juices off her face before Pinkie placed him atop her back.

"That was superduper fun Luster, but as awesome and great as a threesome is, there's just so many other sexy fun times to be had with everyone here. Maybe we'll catch up later, and you can ride my face next time." Pinkie said.

Suddenly a purple aura surrounded the mother and son couple, and Luster looked at her teacher as Twilight hovered the couple to where her and Rarity were waiting, hooves occupied rubbing each others snatches. "If you're all done with her for now, my faithful student, some of us have been waiting a turn with that tongue of hers." said Twilight, smiling over at Luster as she maneuvered Pinkie's face to her crotch and Rarity used her own magic to lift Lil' Cheese off of her friend and line him up with her twat.

Luster suddenly felt a little awkward as she realized she was currently left standing alone in the middle of an orgy, and wondered what the proper etiquette was for joining in somewhere. She had just enough time to let that thought run though her head when suddenly she felt herself being tackled to the ground. She looked up to see Rainbow Dash standing over her, her rainbow main sticky and dripping with semen and face wet with a full assortment of bodily juices.

"I think it's our turn with the junior egghead now." Rainbow said as her friend and lover Applejack trotted up behind her, both sporting wide grins across their faces.

III. Earth and Sky part 1

Author's Note

Had to split this chapter into two, as it kind of started to get away from me. Part 2 will be up soon. Hope you're liking it so far.

III. Earth and Sky part 1

Staring at the blue pegasus hovering above her, Luster found herself wondering if this whole tackling her to the ground thing was some kind of hazing ritual.

"You know, I'm already having sex with all of you, you don't have to keep tackling me to the ground every time you want some." She said to the room, half in annoyance and half in amusement.

"Hey, you wanna play in the big league," Rainbow Dash said as she dropped out of the air and straddled Luster's still prone body, "ya gotta be ready for a few bruises."

Rainbow smashed her lips against Luster's mouth, roughly kissing the younger unicorn as her tongue forced it's way into Luster's mouth. Luster could barely keep up against the oral assault, trying to focus on fighting off the invading tongue with her own. The taste of cum carried over from the other mare's mouth was overwhelming, and the scent of mare jizz assaulted her nose. She moaned against the invading appendage as she felt a hoof begin to caress her lower set of lips, dragging itself up and down the moist crevice teasingly. Finally Rainbow's mouth detached from her own and she found herself sucking in air as the pegasus continued to play with her cunt.

"Heh, if you're having trouble keeping up already, then maybe you ought'a take a pass on the rest of the night," Rainbow smirked, "let the real mares have their fun while you rub one or two out in your room. If ya ask nicely, maybe Pinkie will even let ya take her colt back upstairs to play with."

Luster opened her mouth to retort, but suddenly found it stuffed with the same hoof that had previously been playing with her down below.

"Be a good little egghead and clean up your juices," ordered Rainbow, "do a good job and maybe I'll give you something even better to lick."

Luster, being the most powerful unicorn in her class and personal student of Equestria's princess, wasn't usually the type to play submissive in bed, but she quickly found herself caught up in the more experienced mare's pace. She followed directions and ran her tongue over and around the hoof in her mouth, slurping up the juices that covered it. As she traced over the hoof, she tasted not only her own flavor, but a few new ones as well. Obviously Rainbow Dash had already been to work on a few of the other mares in the room, and Luster found herself looking forward to discovering what each of them tasted like.

"Mmmm, not bad egghead," Rainbow moaned as Luster worked her hoof, "keep impressing me with that tongue work and maybe I'll sit on your face later as repayment."

"Alright, Sugarcube, ah think that's enough teasing the poor girl," Applejack said, coming up behind Luster and resting a hoof on her back. A hoof that Luster figured was recently being used for a little self-pleasure, judging from the amount of moisture she felt rubbing off it and into her fur. " Ah reckon it's 'bout time to ramp up the action a bit."

"What did you have in mind?" asked Rainbow.

"Well, ta start with why don't ya turn around and let the gal put that tongue to better use," Applejack suggested.

Rainbow Dash smiled as she withdrew her hoof from Luster's mouth, wiping the spit and drool off in Luster's mane before turning around and raising her tail high to present her glistening sex.

"Alright, get in there and dig in," she ordered.

Luster felt herself guided into place under the rainbow colored tail by the firm hoof of the orange earth pony at her side. She had no choice but to open up and get to work licking the wet hole before her. Not that she was exactly complaining about her current situation, especially as she felt the hoof on her head trail itself through her mane, down her back, and beneath her own tail. Luster moaned into the pussy she was lapping at as she felt Applejack's hoof slide between her lips and push inside her.

Suddenly Luster felt Applejack's tongue begin to play around her ear. She paused from her licking a moment to look at the orange mare, but Applejack simply winked at her and gestured to get back to her work on Rainbow's snatch. Then the earth pony began to speak into her ear between licks.

"Sorry for the rough treatment so far, that gal gets a might bit worked up when she's fucking around new people," Applejack whispered, "keep her distracted for a slight longer and ah promise y'all'll like what ah've got ready for her next".

Luster nodded slightly to show her understanding before redoubling her efforts on Dash's cunt. She wasn't sure what Applejack had planned, but Luster was going to make damn sure that she had the pegasus's full attention. She wrapped her lips around Rainbow Dash's clit, sucking at it sharply and giving a gentle nibble to the button that drew a loud gasp and moan from the older mare. Luster disengaged from the jewel, giving it a couple quick laps with her tongue before licking all the way up her slit and continuing straight on up to her ass. She was quickly finding the pegasus to be a lot less intimidating as she had previously believed, as she watched the strong athletic pony who had earlier been dominating her practically melt as she tongue-fucked the puckered asshole before her.

Rainbow Dash's eyes rolled back as her forelegs gave out beneath her. She was beginning to regret her earlier teasing of the younger mare, as she was quickly discovering that studying wasn't the only area where Luster Dawn excelled. Fortunately any thoughts of hindsight were quickly fleeing from her brain, as her focus shifted entirely to the pleasure of the mouth slurping and licking around her ass and the hoof playing at her clit. She didn't even notice when her rear legs lost their strength, forcing Luster to catch Rainbow in her aura and levitate Dash's rear up with her magic to keep Rainbow's holes at mouth height. Finally Rainbow Dash had had enough and came to a screaming climax as she showered Luster with her cum.

Luster released her magic and Rainbow's rear crashed down to the ground to join the rest of her body in a puddle of her own juices and sweat. Luster watched as Rainbow panted in pleasure, her brain clearly still not having rebooted yet.

"Well, ya certainly follow directions well," Applejack's voice surprised her as the orange mare trotted back up to her side and stared down at Rainbow, "she may talk a big game, but once ya get her going the poor flygirl's brain stops working on anything but registering pleasure."

Luster turned to Applejack and saw she was carrying a length of rope and a briddle across her back. Applejack gave the student another quick wink and a sly smile before moving over to her marefriend and stroking a hoof though the sweat soaked rainbow mane before her.

"Well now Dashie, ah hope you learned a lesson 'bout underestimating one of Twi's best students. All that bluff and bluster earlier and look at ya, sprawled out and soaked like a rattlesnake playing in the rain. I think it's time we show Luster here the kind of mare y'all really are."

With that, Luster watched as Applejack skillfully worked the rope she was carrying around Rainbow's body, hogtying the pony's legs, strapping her wings tight to her body, and securing the bit and bridle in her mouth. When she was done she stepped back and admired her work.

"There we go, trussed up like a prize hog at a county fair," she smiled as Rainbow Dash squirmed and struggled against the restraints, "and just as ready to put on a show".

"Now then Luster, why don't we make a little deal between us?" Applejack asked, "Ah reckon Dashie here could use a bit of a break, so why don't we let her watch as you let me ride that cute little face of yours? And if ya'll do half as good bringing me to orgasm as you did her, I'll let ya have a little payback for the way she was treating y'all earlier."

Luster smirked as she trotted around the prone body of Rainbow Dash and laid down on her back.

"Sounds like a fair trade to me," she smiled, "though I hope you can hold up better against my tongue than your friend there did".

"Don't worry 'bout me, sugarcube," AJ said as she lowered her plot to Luster, smearing her pussy over Luster's face before settling down upon her mouth, "just focus on giving me a good time and ah promise you won't regret it."

Luster went to work on the earth pony's moist chasm, enjoying the slightly earthy flavor presented to her. She noted that Applejack was considerably looser than the other two mares she had been in today, and guessed that this pony was used to having a pretty big stallion mounted up inside her. Luster was a little disappointed that whoever had stretched AJ out wasn't joining them today, but figured that between Spike's twin dragon cocks and the package that Fluttershy had brought along it wouldn't be too long before she felt herself being filled up full. In the meantime she made the best of her current situation, trying to see how deep she could get her tongue into the pony writhing around on top of her.

"Yee-haw" Applejack shouted as the ground herself harder against Luster's mouth, "no wonder you didn't last long against this one Dash, she eats pussy better than a ten-bit Appaloosan whore."

Continuing to enjoy being eaten out as her tied-up lover watched, Applejack decided to reward the job Luster was doing by getting a taste of the younger mare for herself. AJ leaned over Luster's body and dug in between the open legs of her current seat. The two mares began to enthusiastically 69 each other while an increasingly horny Rainbow Dash struggled against her bonds and tried to find something to rub herself off against. At last Applejack raised her head up and let out a long moan as her body shuddered and creamed all over Luster's ever dampening face.

"Well shoot, ah think that y'all definitely earned a treat after that." Applejack stated happily as she rasied off of Luster's face,"Pinkie! Ah think ah'll be needing a couple strap-ons when ya have yourself a moment."

Luster, still prone on her back and a little disappointed that AJ hadn't finished her off, turned her head to look at where Pinkie was currently entertaining two ponies and a dragon. Her eyes quickly took in the scene of the pink mare choking down both of Spike's dicks while her son pounded up into her pussy from below. However, her full attention was quickly taken by the sight of her teacher, or more specifically what was between her teacher's legs and pumping into Pinkie's ass. She didn't even notice when Pinkie somehow materialized a matching pair of double-ended dildos complete with harnesses out of her mane, and tossed them over to the pair.

While Fluttershy's borrowed dick and balls seemed to have temporarily replaced her vagina, the purple appendage between Twilight's legs lacked a coinciding scrotum, Twilight's glistening marehood still on full display behind the dick. Luster was puzzled by the strange appendage's origin. While she lacked either the noble or diplomatic status to have ever been intimate with the princess before tonight, her standing as personal pupil had allowed her to be present at court during enough royal negotiations that she felt she was just as knowledgeable as any other about the princess's anatomy. Not to mention she had snuck out with another princess closer to her age enough times that she could speak with some authority on the sexual talents of alicorns, well enough to know that this was not a standard feature.

"I assume you know how to put one of these on," Applejack was talking to the distracted unicorn as she inserted one end into her slit and began to manipulate the harness straps with her mouth, "but let me know if you need any help with the harness."

Perhaps this was some sort of new spell that Twilight hadn't taught her yet. Luster tried to figure out the mechanics of a spell that would produce a dick like that. It obviously wasn't an illusion spell, seeing as it was physically stretching Pinkie's ass open as it pounded into her, so what did that leave? Perhaps a transformation or transfiguration spell? The location of the new dick seemed to correspond with where the clitoris would be on a normal mare, so maybe it involved extending the clit into a larger unit.

"Ummm, y'all still with us Luster?" Applejack asked, waving a hoof back and forth across Luster's staring eyes.

It could also be a potion. Had she seen Twilight ingest anything tonight? Nothing besides a whole bunch of bodily fluids, but then again she had been quite distracted for most of the night. If Twilight had some sort of hidden stash of penis potions, Luster was going to have to find out. Imagine Flurry's surprise next time she visited...

"LUSTER DAWN, DO YOU WANT TO FUCK RAINBOW DASH OR NOT!?" Applejack shouted, snapping Luster out of her daze.

"Uhh, sorry, I guess I got a little distracted," Luster apologized.

"Well, whatever got y'all so frazzled, get you're head together and strap in. Rainbow's getting a bit antsy over there and if she don't get some relief soon ah might be sleeping on the couch for the next week," Applejack said impatiently.

"Right, got it," Luster said as her horn flared up. In a flash the strap-on laying on the ground in front of her was fully inserted and attached. "Ready when you are".

"Unicorns..." Applejack muttered under her breath, shaking her head at how easy they make everything look. Oh well, now that Luster had gotten herself strapped in, it was time for the real fun to get started.

III. Earth and Sky part 2

Something has gone wrong. We don't seem to have an archived copy of that chapter.

IV. Marshmallow Buttercream

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!